LiftMetrix Terms of Service
Last modified: March 2, 2016
These Terms of Service (the “Terms”) are a binding legal agreement between you (“you” or “your”) and LiftMetrix, Inc. (“LiftMetrix”, “we” or “our”), regarding your use of our website http://liftmetrix.com (the “Website”) and our services (the Website and services are collectively referred to as the “Services”). Please read these Terms carefully. By accepting the Terms, or by accessing or using the Services, you represent and acknowledge that you have read, understood, and agree to be bound by these Terms, and the that the information you provide in registering to the Services is accurate, complete, and is yours or within your right to use. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. If you do not agree to these Terms, you must not accept these Terms and may not use the Services.
LiftMetrix reserves the right, at any time, to update and change any or all of this Agreement, in our sole discretion, including the fees and charges associated with the use of the Services. If we do so, we will post the modified version of this Agreement on the Website, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of this Agreement, which is currently available at: http://liftmetrix.com/tos. When we change this Agreement, we will modify the “Last modified” date above.
DESCRIPTION OF SERVICES
LiftMetrix is a social media technology solution that helps brand marketers calculate their return on investment (“ROI”) across social media networks and offers tools to grow their ROI using social apps and smarter ad buying.
License: In order for you to use the Services, we hereby grant you a non-exclusive, non-transferable, non-sublicenseable limited right to access the Website for the purposes set forth in these Terms and for no other purpose.
You must register to use certain features of the Services. When you register, you agree to (a) provide accurate, current and complete information about you as may be prompted by registration forms on the Services (“Registration Information”); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use on the Service; and (c) maintain and promptly update the Registration Information, and any other information you provide to us, and to keep all such information accurate, current, and complete. You will notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at info@LiftMetrix.com.
You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person, and that you will not share a single login among multiple people. You may create separate logins for as many people as your plan allows. You agree that you will not sell, trade or otherwise transfer your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by LiftMetrix, charge anyone for access to any portion of the Website, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel your subscription and close your account or prove that your account security was compromised due to no fault of your own.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from the Services, or not otherwise prohibited from having a LiftMetrix account, (c) are not a competitor of LiftMetrix or are not using the Services for reasons that are in competition with LiftMetrix; (d) have full power and authority to agree and be bound by these Terms and doing so will not violate any other agreement to which you are a party; (e) will not violate any rights of LiftMetrix, including intellectual property rights such as copyright or trademark rights or the rights of any third party; and (f) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
BILLING AND PAYMENTS
Billing and Payments. Unless otherwise agreed to in writing by LiftMetrix or its authorized reseller, the Services are made available on a pay-as-you-go basis and are charged at the start of your subscription term. At the end of your subscription period, your subscription will renew automatically based on your plan’s renewal cycle unless directly expressed in writing.
Overdue charges. If You fail to pay your subscription fee on time, or if your credit card payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire subscription may be suspended or cancelled. Even after your subscription is suspended or cancelled, you will still have access to the Website, and you will be able to access your account information to restore your access to the Services by providing a proper billing source. After your subscription is terminated, we will keep your current account settings on file for ninety (90) days. After that time, LiftMetrix reserves the right to remove such settings from our servers with no liability or notice to you. The foregoing provisions shall not apply to purchases made by you from an authorized reseller of LiftMetrix, the provisions of your agreement with the authorized reseller prevailing to determine the consequences of overdue charges.
USE OF SERVICE
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by these Terms; (b) use the Services to process data on behalf of any third party, (c) modify, adapt or hack the Services to falsely imply any sponsorship or association with LiftMetrix, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (d) use the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (g) attempt to use any method to gain unauthorized access to any paid features of the Website; (h) unless otherwise explicitly agreed to in writing by LiftMetrix, use the Website or any Content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (i) use spiders, robots, data mining techniques or other automated devices or programs to collect information from or otherwise interact with the Website or the Services; (j) deep-link to the Website for any purpose (other than LiftMetrix’s home page), unless expressly authorized in writing by LiftMetrix; or (k) try to use, or use the Services in violation of these Terms.
THIRD PARTY SERVICES
The Services may contain links to, or otherwise may allow you to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third-Party Services”) in conjunction with our Services. If you decide to access and use such Third-Party Services, be advised that your use is subject to the terms and conditions of such Third-Party Services, and we are not responsible for, and make no representations as to such Third-Party Services, their content or the manner in which they handle your data. We encourage you to review the terms and conditions of each such Third-Party Service. LiftMetrix is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-Party Services, or your reliance on the privacy practices or other policies of such Third-Party Services.
Additionally, the Services may contain features that enable various Third-Party Services (such as social media services like Facebook, Instagram, Google Analytics and Twitter) to be directly integrated into your LiftMetrix account. To take advantage of these features, you will be required to register for or log into such Third-Party Services on their respective websites. By enabling Third-Party Services within the Services, you are allowing LiftMetrix to pass your login information to these Third-Party Services for this purpose.
LiftMetrix reserve all rights, title and interest in and to the Website, the Content therein, and the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree that you will not delete or in any manner alter the copyright, trademark, and other proprietary notices of LiftMetrix, if any, appearing on the Website or any other site, documentation, program, or product related to the Services.
You acknowledge that there may be interruptions in the Services, including the Website, that are beyond our control. While we use reasonable efforts to keep the Website accessible, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Website access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites, including, but not limited to, Facebook, Twitter, and other social media networks that will affect your use of the Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond our control shall not serve as a basis to terminate your subscription or demand a full or partial refund of any prepaid fees. We assume no liability whatsoever for any such interruptions.
CANCELLATION AND TERMINATION
You may cancel your account with LiftMetrix at any time; however, unless LiftMetrix is in breach of these Terms and does not cure said breach within sixty (60) days of receiving written notice from you of an actual breach, identifying specifically the nature of the breach, you are not entitled to any refunds. If you cancel the Services before the end of your current paid-up subscription period, your cancellation will take effect immediately and you will not be charged for a subsequent subscription period.
If your account is cancelled, LiftMetrix reserves the right to remove your account information along with any account settings from our servers with no liability or notice to you. Once your account information and account settings are removed, you will not be able to recover this data and you will lose access to all of your content (except that content stored/published to third-party websites, may remain on said third-party websites pursuant to those website’s terms and conditions).
LiftMetrix reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) or your account at any time for any reason or no reason and (ii) refuse any/all current and future use of the Services, suspend or terminate your account or any part thereof (or your use of the Services), and remove and discard any of your content within the Services if we believe that you have violated these Terms. LiftMetrix will use commercially reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities. LiftMetrix shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services.
You agree to defend, indemnify, and hold harmless LiftMetrix from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees (collectively, “Claims”), arising or resulting from your breach of these Terms, or your and your end users’ access to, use, misuse or illegal use of the Services. LiftMetrix will provide you notice of any such claim, suit, or proceeding. LiftMetrix reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist LiftMetrix’s defense of such matter.
DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING THE WEBSITE AND CONTENT THEREIN, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND LIFTMETRIX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LIFTMETRIX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR WILL PERFORM WITHOUT INTERRUPTION OR THAT THE SERVICES INCLUDING THE WEBSITE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE WEBSITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
LIFTMETRIX DISCLAIMS ALL LIABILITY ARISING FROM YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY CLAIMS ARISING DUE TO THE IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON.
LIFTMETRIX CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS (INCLUDING ANY ROI) FROM USE OF THE SERVICES.
Limitation of Liability
NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL LIFTMETRIX, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, LIFTMETRIX’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF LiftMetrix WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, LIFTMETRIX LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree that we may use your name and may disclose that you are a customer of the Services in our advertising, press, promotion, and similar public disclosures, including at trade shows and similar events. In addition to the foregoing, you hereby grant us a non-exclusive license during the Term to list your name and display your logo as a LiftMetrix customer on our website.
Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
You may not assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of LiftMetrix. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
Governing Law and Venue
These Terms shall be governed by and construed under the laws of the State of New York excluding its conflict of law rules. The courts located in the State of New York will have exclusive jurisdiction to adjudicate any dispute relating to these Terms. Each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
International Access: The Services are provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Services. We make no representations regarding the legality of these Services in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.
Your use of the Services is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not—directly or indirectly—sell, export, re-export, transfer, divert, or otherwise dispose of any of the Services to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving products, including services or software, originating from the United States of America.
The Terms constitute the whole legal agreement between you and LiftMetrix and govern your use of the Services (but excluding any services which LiftMetrix may provide to you under a separate written agreement), and completely replace any prior agreements between you and LiftMetrix in relation to the Services. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. LiftMetrix’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
These Terms are effective as of November 8, 2013