TERMS OF SERVICE
APIMETRICS MAY MODIFY THESE TOS AT ANY TIME WITHOUT PRIOR NOTICE. MODIFICATIONS ARE EFFECTIVE UPON POSTING ON THE SITE OR UPON NOTIFICATION TO YOU THROUGH OTHER MEANS. ALL MODIFICATIONS APPLY TO YOU.
DESCRIPTION OF SITE
All new enhancements, features and products of or associated with the Site are subject to these TOS unless explicitly stated otherwise. APImetrics may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Site at any time without prior notice to you, for any reason. The Site and the tools and services provided through the Site are provided “AS-IS.” APImetrics is not responsible for availability, timeliness, deletion, failure to store any user data, communications, settings, or changes to the Site. You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site.
The Site is offered for your non-commercial use, except for the Limited Commercial Use permitted below and as may be otherwise expressly permitted. Except where otherwise stated, you may not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, the Site or any portion thereof (including, but not limited to any Content (defined below)), or use the Site, or access the Site for commercial purposes. If you are using the Site as an authorized representative for a third party entity, you may do so provided that the use: (a) is on behalf of the entity in your capacity as agent, (b) does not exceed, in aggregate, the use allowed to an individual, non-entity account holder, (c) is for a limited time and purpose, (d) does not include a charge for access or use by a third party, and (e) is subject to all other terms and conditions in these TOS (“Limited Commercial Use”).
YOUR SUBSCRIPTION OBLIGATIONS
You represent that you are the older of (a) eighteen (18) years old or (b) of legal age to form a binding contract. You further represent that you are not barred from using the Site. You may be required to provide certain information about yourself (“Subscription Data”) as part of the subscription and user account (“Account”) creation process for the Site, or as part of your continued use of the Site. You will provide true, accurate, current and complete Subscription Data requested by the Site and maintain and promptly update the Subscription Data to keep it true, accurate, current and complete. APImetrics may suspend or terminate your Account or access to the Site or Site Content, for any reason.
You are responsible for providing APImetrics with your most current e-mail address and contact information (“Contact Information”), which APImetrics may use to contact you for any purpose associated with the Site or these TOS. If the Contact Information is not accurate or messages are not delivered to you for any reason, APImetrics’ dispatch of the communications using the Contact Information will nonetheless constitute effective notice under these TOS.
ACCOUNT, PASSWORD AND SECURITY
APImetrics may give you a password and Account after you complete the Site’s subscription process. You are responsible for maintaining the confidentiality of the password and Account and are fully responsible for all activities associated with your password or Account. You will immediately notify APImetrics of any unauthorized use of your password or Account or any other breach of security and exit from your Account at the end of each session. APImetrics is not liable for any loss or damage arising from your failure to properly safeguard your Account or password. You have sole responsibility for adequate protection and backup of Content (defined later) or data of any type that you upload to, download from or otherwise create or use with, the Site, and/or equipment you use in connection with the Site.
YOUR USE OF THE SITE
All information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You are entirely responsible for all Content that you upload, download, post, email, transmit or otherwise make available or use via the Site. APImetrics does not control the Content posted by you or other third parties via the Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. By using the Site, you may be exposed to Content that is offensive, indecent or objectionable. APImetrics is not liable for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site, including Content created or provided by APImetrics. The Site is provided for the purposes stated in these TOS only. The Content is made available to you without warranty, and APImetrics and its licensors are not responsible or liable for the accuracy, completeness, usefulness, or availability of any information transmitted or made available via the Site.
You agree to not use the Site to:
- upload, post, email, transmit or otherwise make available any Content that: violates applicable law; infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party or use, or modifies or combines the Content in any manner with any other material that infringes the Rights of any person; violates contractual or fiduciary relationships; or otherwise may harm APImetrics;
- impersonate any person or entity, or misrepresent your affiliation with a person or entity;
- upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form or solicitation, except in those areas of the Site that are specifically designated for solicitation;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Site or servers or networks connected to the Site;
- provide material support or resources to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- “stalk” or otherwise harass another;
- attempt to override or circumvent any digital rights management technology or usage rules embedded into the Site; and/or
- collect or store personal data about other Site users in connection with the prohibited activities described in these TOS.
You acknowledge that APImetrics may or may not pre-screen Content, but that APImetrics and its designees shall have the right (but not the obligation) to remove Content from the Site that APImetrics determines, in its discretion, may create liability or damages to APImetrics.
You agree that APImetrics may disclose your Account information and Content if APImetrics determines that it is appropriate to (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests; or (e) protect the rights, property or personal safety of APImetrics, its users, and third parties.
You understand that the technical processing and transmission of the Site, including your Content, may involve: (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SITE
APImetrics does not claim ownership of Content you submit or make available for inclusion on the Site. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Site, you grant to APImetrics a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed. Additionally, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Site, you represent and warrant that: (a) you have the right to grant such license and make such Content available to APImetrics and its licensees, including users of the Site; (b) none of the Content you provide contains any data or information that is confidential, non-public, owned by or otherwise proprietary to a third party, not in the public domain or otherwise restricted or protected from use by any individual, entity or other party for any use by a third party; and (c) neither the delivery to nor use by APImetrics or its licensees, including users of the Site, of such content shall violate or infringe the rights of any third party.
OBJECTING TO CONTENT
If you believe that any Content infringes your rights or violates the TOS, you may notify APImetrics at [email protected].
CONTRIBUTIONS TO APIMETRICS
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to APImetrics through the Site or any other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) APImetrics is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) APImetrics may use or disclose such Contributions for any purpose, in any way, in any media worldwide; (d) APImetrics may be already developing something similar to the Contributions; (e) your Contributions automatically become the property of APImetrics without any obligation of APImetrics to you, and you irrevocably assign all rights you may have in the Contributions to APImetrics; and (f) you are not entitled to any compensation or reimbursement of any kind from APImetrics under any circumstances.
USE AND STORAGE
APImetrics may limit the use of the Site, including without limitation the maximum number of days that Content will be retained by the Site, the maximum size of any or all Content files, the maximum disk space that will be allotted on APImetrics’ servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time, and/or any other condition of the Site. APImetrics has no responsibility or liability for the deletion or failure to store any Content, messages and other communications or other materials or Content maintained or transmitted by the Site. APImetrics may for any reason and without further notice, suspend or terminate access to Content or Accounts, including Accounts that are inactive for an extended period of time or for any other reason.
MODIFICATIONS TO SITE
APImetrics may at any time and for any reason modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. APImetrics may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Site at any time without prior notice to you. You agree that APImetrics shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, any of its features, functions or other aspects or the inability to access the Site.
APImetrics may for any reason and without prior notice immediately terminate your Account, access to the Site, and any and all Content. APImetrics may (but is not required to) do so for: (a) violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Site, (e) technical or security issues, (f) extended inactivity, (g) your fraudulent or illegal activities, or (h) nonpayment of any fees owed by you to APImetrics for any reason, including under the Subscription Agreement. Termination of your Account may include: (a) permanent or temporary prohibition of your access to the Site and Content and (b) deletion of your password and all related information, files and Content associated with your Account. All actions under this section shall be made in APImetrics’ sole discretion. APImetrics is not liable to you or any third party for any actions under this section.
The Site may provide, or third parties may provide, links to other web sites or resources. APImetrics has no control over such sites and resources, is not responsible for them and is not responsible or liable for any content, advertising, products or other materials on them. APImetrics is not liable, directly or indirectly for any damage caused by or associated with those web sites or resources.
CHARGED OFFERINGS AND FEES
The Site may be available to you with or without charge. Access to certain features, functions, or full or partial portions of the Site may require payment of charges (“Fees”) and agreeing to the Subscription Agreement. You may also be provided “trial”, “demo”, “beta” or other limited-functionality or limited-access versions of the Site or its parts with or without charge. You are responsible for timely payment of any Fees required to access certain features, capabilities, functions or services offered through or by the Site, all applicable taxes and regulatory assessments and all costs you may incur in order to access the Site and your Account.
You are subject to all APImetrics fee and billing procedures, which are available on request, incorporated by reference and which may change at any time without prior notice to you. All Fees are in U.S. dollars unless specifically identified otherwise. All Fees are non-refundable. For all services that have Fees, APImetrics may automatically charge your credit card (or other authorized payment method) the applicable Fees, plus any applicable taxes and assessments. You may request APImetrics to terminate your Account at any time, although APImetrics is not required to comply.
APIMETRICS’ PROPRIETARY RIGHTS
The Site and Content contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by APImetrics, you will not modify, rent, lease, loan, sell, reproduce, publish, exhibit, distribute or create derivative works based on the Site or Content, in whole or in part, except as expressly permitted by these TOS.
DISCLAIMER OF WARRANTIES
YOU AGREE THAT: (A) YOUR USE OF THE SITE IS AT YOUR SOLE RISK, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND APIMETRICS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) APIMETRICS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; AND (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APIMETRICS OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITATION OF LIABILITY
YOU AGREE THAT APIMETRICS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR INDEMNIFICATION, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF APIMETRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE. APIMETRICS’S MAXIMUM LIABILITY TO YOU FOR ANY REASON UNDER THESE TOS IS $100.
You agree to indemnify and hold APImetrics and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party, or for any damages to APImetrics due to or arising out of: Content you submit, post, transmit or otherwise make available through the Site; your use of the Site; your connection to the Site; your violation of the TOS; or your violation of any rights of another.
APImetrics’ company name, logos, product and service names are or may be trademarks of APImetrics (the “APImetrics Marks”). Without APImetrics’ prior written permission, and except as solely enabled by any link as provided by APImetrics, you agree not to display or use in any manner the APImetrics Marks. Other party’s trademarks are owned by their respective owners, who must be contacted separately regarding their trademark display and usage.
APImetrics may revise this TOS at any time for any reason. The revision is effective upon posting through the Site or through other notification means at APImetrics’ discretion, including using any contact information you provided in connection with your Account. Continued use of the Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
The TOS constitutes the entire agreement between you and APImetrics concerning your use of the Site, superseding any prior agreements between you and APImetrics with respect to the Site. Your use of the Services provided under the Subscription Agreement is separately described in that document. If any provision of this TOS is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and APImetrics as a result of this TOS or use of the Site. The failure of APImetrics to enforce any right or provision in this TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by APImetrics in writing. APImetrics is not liable for its failure to perform due to forces beyond its control. This TOS is governed by the laws of the State of Washington, without regard to Washington’s conflict or choice of law provisions. Venue for any disputes will be subject to the exclusive jurisdiction of the federal and state courts in King County, Washington.
APImetrics may (1) assign its rights and duties under these TOS to an affiliate at any time without your consent and (2) may assign your information to a third party without your consent, in connection with a sale of all or part of APImetrics or its assets. You may not assign your rights under this TOS without APImetrics’ advance written consent, and any assignments made by you without APImetrics’ consent are void.
Please contact APImetrics at [email protected] if you have any questions or if you believe that any aspect of the Site or the information on it violates your rights.
Last Updated: March 2014