These Terms of Service (“Terms”), together with any applicable Order Form, Statement of Work (SOW), proposal, Service Agreement, or other written agreement that references these Terms, govern the provision of services by OneMetric to the customer receiving such services (“Client”, “Customer”, “you”, or “your”).

In these Terms, “OneMetric”, “Company”, “we”, “us”, or “our” means Growtomation Marketing Solutions Pvt. Ltd. (incorporated in India) and Growtomation Marketing LLC (registered in the State of Delaware, USA), both operating under the trade name OneMetric (collectively, “The Company”). Where the parties have executed a separate Service Agreement, that Service Agreement governs and these Terms supplement it; in the event of a direct conflict, the executed Service Agreement and its SOW(s) prevail.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. Please also review our Privacy Policy for information on how we handle data.

1. Scope of Agreement

1.1 Covered Services. These Terms govern all professional services performed by OneMetric, including implementation, onboarding, migration, integration, campaign execution, optimization, reporting, consulting, revenue operations support, training, and related professional services.

1.2 Commercial Parameters. The specific scope, deliverables, timelines, fees, dependencies, assumptions, exclusions, acceptance criteria, and commercial terms for each engagement will be set out in the applicable Order Form, SOW, or Service Agreement.

1.3 Integration. Each executed SOW, Order Form, or Service Agreement is incorporated into and governed by these Terms unless it expressly states otherwise.

2. Definitions

2.1 “Services” means the services expressly described in the applicable SOW, together with any services reasonably necessary to perform that SOW. Services not expressly included are out of scope.

2.2 “SOW / Order Form / Service Agreement” means the written instrument setting out the engagement summary, objectives, scope, deliverables, timelines, fees, and related terms.

2.3 “Deliverables” means the outputs expressly identified in the applicable SOW (configurations, documentation, workflows, reports, dashboards, integrations, and similar). Deliverables exclude OneMetric's Pre-Existing IP, internal notes, methodologies, working files, internal documentation, solution architecture, implementation approaches, and tools unless expressly stated otherwise.

2.4 “Client Data” means all data, content, files, credentials, materials, permissions, system configurations, and other information provided by or on behalf of the Client, or made accessible to OneMetric in connection with the Services.

2.5 “Pre-Existing IP” means OneMetric's frameworks, templates, methodologies, automations, scripts, models, tools, processes, know-how, accelerators, and related materials developed before or independently of the engagement, including modifications, enhancements, or derivative works thereof.

2.6 “Confidential Information” means non-public business, technical, operational, financial, commercial, or strategic information disclosed by either party, including Client Data, access credentials, security configurations, pricing, proposals, and the terms of this Agreement.

2.7 “Acceptance” means written confirmation (email sufficient) that a Deliverable materially conforms to the applicable SOW. If the Client does not provide written rejection specifying a material non-conformity within five (5) business days after delivery, the Deliverable is deemed accepted. Commercial deployment or live production use also constitutes Acceptance.

2.8 “Change Order” means a written document (including email approval where expressly acknowledged by both parties) describing any modification to scope, deliverables, timelines, assumptions, dependencies, or fees under an SOW, binding only upon mutual written agreement.

2.9 “Third-Party Platforms” means any software, CRM, marketing automation system, ad platform, integration tool, hosting environment, plugin, API, CMS, analytics platform, or other external service not owned or controlled by OneMetric, including HubSpot, Salesforce, Google, Meta, LinkedIn, Stripe, Zapier, Webflow, and similar tools.

2.10 “Data Processing Addendum” or “DPA” means the data-protection terms incorporated into the applicable SOW or Service Agreement that govern OneMetric's processing of personal data on the Client's behalf, including the parties' roles and the security measures referenced in Section 11A.

3. Services and Performance

3.1 Performance Standard. OneMetric will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

3.2 External Dependencies. The Services depend on timely Client participation, accurate and complete inputs, required approvals, data readiness, access permissions, and the availability and functionality of Third-Party Platforms.

3.3 No Outcome Guarantees. OneMetric does not guarantee any specific revenue result, business outcome, campaign performance, lead volume, conversion rate, platform uptime, or user-adoption outcome unless expressly stated in a signed SOW.

4. Client Responsibilities

4.1 Dependencies and Inputs. Client will timely provide all information, materials, decisions, approvals, access credentials, licenses, and internal stakeholder participation reasonably required for OneMetric to perform the Services.

4.2 Compliance and Accuracy. Client is responsible for the completeness, legality, reliability, and accuracy of Client Data and for ensuring its instructions, systems, and materials do not violate applicable law or third-party rights.

4.3 Software Subscriptions. Client is responsible for maintaining all required subscriptions, licenses, and permissions for Third-Party Platforms unless expressly stated otherwise in the SOW.

4.4 Data License. Client grants OneMetric a limited, non-exclusive right to use Client Data solely as necessary to perform the Services and deliver the Deliverables.

5. Governance and Communication

5.1 Primary Contact. Each party will designate a primary point of contact authorized to provide instructions, approvals, and consolidated feedback.

5.2 Approved Channels. Operational, technical, delivery-related, and approval communications must occur through approved business channels (official email, designated Slack workspaces, Microsoft Teams, Google Workspace tools, Zoom, and the agreed project-management platform).

5.3 Mobile Messaging. Mobile messaging channels (such as WhatsApp or SMS) may be used for day-to-day coordination, but any change affecting scope, budgets, final acceptances, or contract amendments must be confirmed through an approved business channel to be contractually binding.

5.4 Escalations. Executive escalations will be acknowledged within two (2) business days and addressed in good faith.

6. Fees and Payment Terms

6.1 Advance Payment. Fees are set out in the applicable SOW and are payable in advance unless otherwise expressly stated. Fees are charged in consideration of OneMetric's allocation of capacity, personnel, and expertise and are not contingent on Client's internal usage, approvals, or procurement timelines.

6.2 Invoices & Late Payment. Invoices are due within seven (7) calendar days unless otherwise stated. If payment is delayed by more than fifteen (15) calendar days beyond the due date, OneMetric may suspend Services, restrict access, revise timelines, withdraw personnel, or terminate. Outstanding amounts may accrue interest at one percent (1%) per month, or the maximum statutory rate permitted by applicable law, whichever is lower.

6.3 Exclusions. Fees exclude VAT/GST and other taxes, advertising spend, software subscriptions, third-party tools, pass-through platform charges, bank charges, and FX charges, which are the Client's responsibility unless expressly stated otherwise.

6.4 Non-Refundable. All fees, including retainers, prepaid hour blocks, and milestone payments, are non-refundable unless expressly stated otherwise in writing.

7. Retainers, Fixed Scope & Revisions

7.1 Retainer Hours. Retainer hours specified in the SOW must be consumed within the same billing month, do not roll over, and are non-refundable, non-transferable, and non-creditable. Hours beyond the retainer are billed at the agreed overage rate.

7.2 Revision Cycles. Unless otherwise stated, standard revisions are limited to a maximum of two (2) review phases or ten percent (10%) of total defined scope, whichever is lower, and apply only to minor refinements that do not materially change the architecture, workflows, integrations, dependencies, data model, technical configuration, or project approach.

7.3 Out-of-Scope. Additional revisions, rework from changed or delayed inputs, changes to approved Deliverables, scope expansion, strategic pivots, or work arising from Third-Party Platform limitations are out of scope and require a Change Order or separate billing approval. Consulting, advisory, audit, strategy, or diagnostic work is separate from implementation and may be billed at a different rate.

8. Change Control

8.1 Formalizing Changes. Any change to scope, deliverables, timelines, assumptions, dependencies, commercials, or other material terms must be documented in writing through a Change Order or equivalent written approval accepted by both parties. Requests discussed verbally, in meetings, or via chat do not amend scope unless subsequently documented in writing and acknowledged by OneMetric.

8.2 Platform Updates. Changes in Third-Party Platform capabilities, APIs, subscription levels, access, pricing, or functionality do not constitute a scope change by OneMetric and may require timeline or scope adjustments.

9. Term, Renewal & Termination

9.1 Term. These Terms begin on the effective date of the first SOW, Order Form, or Service Agreement referencing them and continue until terminated in accordance with this Agreement.

9.2 Auto-Renewal. Unless otherwise stated, retainer engagements automatically renew for successive monthly periods on the same terms, unless either party gives at least thirty (30) days' prior written notice of non-renewal effective at the end of the then-current billing cycle.

9.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure within fifteen (15) days after written notice.

9.4 Termination for Convenience. Client may terminate an ongoing engagement on thirty (30) days' prior written notice, provided all fees for Services performed and all committed fees through the notice period are paid. Prepaid amounts are non-refundable, and outstanding invoices become immediately due on termination.

9.5 Transition. Transition assistance, knowledge transfer, exports, and documentation may be provided subject to payment clearance and available capacity; work beyond the SOW scope is billable at the applicable rate.

10. Confidentiality

10.1 Standard of Care. Each party will protect the other's Confidential Information using reasonable safeguards and use it solely to perform or receive the Services or to enforce rights under this Agreement.

10.2 Permitted Disclosures. Neither party will disclose the other's Confidential Information except to personnel, affiliates, contractors, advisors, or service providers who need to know and are bound by confidentiality obligations at least as protective as those here.

10.3 Survival & Compelled Disclosure. Confidentiality obligations survive five (5) years following termination (trade secrets, for as long as they qualify). Either party may disclose to the extent required by law, providing prompt notice where legally permitted.

10.4 Publicity. Unless expressly restricted in writing, OneMetric may reference the Client's name, logo, and a high-level description of the engagement for portfolio, website, proposal, and marketing purposes, provided no Confidential Information is disclosed.

11A. Data Protection and Information Security

11A.1 Processing Roles & DPA. To the extent OneMetric processes personal data on the Client's behalf, such processing is governed by a Data Processing Addendum (DPA) incorporated into the applicable SOW or Service Agreement, which sets out the parties' respective roles as controller and processor, the subject-matter and duration of processing, and, where personal data is transferred across borders, the European Commission Standard Contractual Clauses (and, for transfers originating in the United Kingdom, the UK International Data Transfer Addendum).

11A.2 Security Program. OneMetric maintains an information security program aligned with the ISO/IEC 27001 framework. As applicable to the Services, this includes role-based, least-privilege access controls; multi-factor authentication on key systems; encryption of personal data in transit and at rest; logging and monitoring; vulnerability and patch management; and a documented incident response process, each reviewed on a periodic basis.

11A.3 Incident Notification. In the event of a personal data breach affecting Client Data, OneMetric will notify the Client without undue delay after becoming aware of it and cooperate in good faith with the Client's reasonable investigation and notification obligations under applicable law, consistent with OneMetric's documented incident response procedures.

11A.4 Sub-processors. OneMetric may engage affiliates and third-party sub-processors to support the Services. A current list of sub-processors is available on request, and OneMetric will give notice of material changes where required by the applicable DPA. Sub-processors are bound by data-protection obligations no less protective than those in this Agreement.

OneMetric's security commitments are stated as “aligned with” recognized frameworks and to the applicable-law standard. OneMetric does not represent that it currently holds ISO/IEC 27001 certification.

12. Intellectual Property

12.1 Client Data. Client retains all right, title, and interest in and to Client Data.

12.2 Pre-Existing IP. OneMetric retains all right, title, and interest in its Pre-Existing IP, including frameworks, methodologies, templates, tools, scripts, automations, implementation logic, processes, know-how, internal working files, internal documentation, and solution architecture.

12.3 Usage License. Subject to full payment, Client is granted a non-exclusive, non-transferable, non-sublicensable, internal business-use license to the Deliverables for its own internal operations. Client may not resell, sublicense, distribute, or commercially exploit the Deliverables except to affiliates and service providers acting on its behalf for internal purposes.

13. Warranty and Disclaimer

13.1 Professional Standard. OneMetric warrants the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Unless otherwise stated, the warranty period for a Deliverable is thirty (30) days from delivery.

13.2 Exclusive Remedy. Client's exclusive remedy for a valid warranty claim is re-performance of the non-conforming Services, provided Client gives written notice during the warranty period describing the non-conformity in reasonable detail.

13.3 Carve-Outs & As-Is. The warranty does not apply to issues arising from Client or third-party changes, Third-Party Platform limitations, inaccurate or delayed Client inputs, changed requirements, or outcomes dependent on market conditions, ad platforms, or algorithms. Except as expressly stated, the Services and Deliverables are provided “as is,” and OneMetric disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, and results-based outcomes.

14. Limitation of Liability

14.1 Liability Cap. Except in cases of willful misconduct, gross negligence, or where prohibited by applicable mandatory law, OneMetric's total aggregate liability arising out of or relating to this Agreement, all SOWs, and all Services will not exceed the total fees actually paid by Client to OneMetric under the applicable SOWs during the six (6) month period immediately preceding the event giving rise to the claim.

Note: the executed Service Agreement currently states a three (3) month cap (§12.1). Align the two documents to a single figure to avoid conflict.

14.2 Consequential Damages. In no event will OneMetric be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for loss of profits, revenue, goodwill, opportunity, business interruption, data, or cost of replacement services, even if advised of the possibility.

14.3 Platform Faults. OneMetric is not liable for failures, delays, or damages arising from Third-Party Platforms, third-party providers, Client misuse, unauthorized modifications, or Client's failure to follow recommended implementation practices.

15. Non-Solicitation

15.1 Restricted Actions. During the engagement and for eighteen (18) months thereafter, Client will not directly or indirectly solicit, recruit, hire, or engage any OneMetric employee, contractor, consultant, or representative who materially participated in providing the Services, except through general solicitations not specifically targeted at such persons.

15.2 Liquidated Damages. On breach, OneMetric is entitled to liquidated damages equal to twelve (12) months of the individual's last annualized compensation or fees, or such other amount enforceable under local law. The parties acknowledge this is a reasonable estimate and not a penalty.

16. Dispute Resolution

16.1 Executive Discussion. The parties will first attempt in good faith to resolve any dispute through executive-level discussions. A party may initiate by written notice; the receiving party will participate within seven (7) calendar days. During any dispute, the parties continue performing undisputed obligations and the Client will not withhold undisputed amounts.

16.2 Arbitration. If unresolved within fifteen (15) calendar days after initiation of executive negotiations, the dispute will be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, with seat and venue in Gurugram, Haryana, India, conducted in English.

16.3 Interim Relief. Nothing prevents either party from seeking interim, injunctive, or equitable relief before a court of competent jurisdiction to protect its confidential information, intellectual property, or other rights pending resolution.

17. Governing Law and Forum

17.1 Choice of Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of India, without regard to conflict-of-laws principles.

17.2 Jurisdiction. To the extent any matter proceeds in court, the courts located in Gurugram, Haryana, India have exclusive jurisdiction, and the parties waive any objection based on venue or forum non conveniens.

18. Miscellaneous

18.1 General. This Agreement (with all SOWs, Service Agreements, and Change Orders) is the entire agreement on its subject matter and supersedes prior agreements. Amendments must be in writing and signed by both parties, except for written operational approvals and Change Orders. If any provision is held unenforceable, the remainder stays in effect. Client may not assign without OneMetric's consent (except in a merger or sale of substantially all assets); OneMetric may assign to an affiliate or in a merger/reorganization/sale. OneMetric is an independent contractor. No delay or failure to exercise a right is a waiver. These Terms may be executed or accepted electronically. Provisions that by their nature should survive (payment, confidentiality, IP, limitation of liability, dispute resolution, non-solicitation) will survive termination.

18.2 Notices & Security Contact. Notices must be in writing to the designated points of contact in the applicable SOW or Service Agreement and are deemed received on confirmed electronic transmission absent an automated delivery failure. Security or data-protection matters may be raised at infosecurity@growtomation.in or infosecurity@onemetric.io.