These Terms of Service (the “Terms”) govern the access to, and use of, www.unmetric.com (“the Website”) and the online, web-based applications and platform made available by Unmetric via the Website (“the Service”). If You are accessing or using the Website for a trial of the Service, these Terms will also govern that trial.
By clicking the box indicating acceptance of these Terms, You are indicating that You have read and understood and agreed to constitute a legal and binding agreement between the customer identified in the order form filled up when the Service was requested (“You” / “Your”) and Unmetric Inc., a company with its registered office at 2001 Victoria Road, Mundelein, IL 60060 (“Unmetric”). If You do not agree to be bound by these Terms, then You have no right to use the Service.
By accepting the Terms on behalf of a company or other legal entity, you represent that you have the authority to bind the said company or other legal entity and in which case these terms “You” or “Your” in these Terms shall refer to such company or entity. If you do not have such authority, you must not accept the Terms and must not use the Service.
1.1. Unmetric may make the Service available to You on a trial basis for a limited period of time. All requests for access to the Service on a trial basis are subject to written acceptance by Unmetric. If Your request for the trial is accepted, You will receive an e-mail detailing the features of the Service that will be available to You as part of the trial. In the email accepting Your request for the trial, Unmetric will also provide You with a sign-in name (which would be the e-mail id provided by You during Your request for the trial) and a password to activate Your trial. The Trial Period shall terminate (i) at the end of the trial period as stated in the email accepting Your request for the trial, or (ii) if no such date is specified, 3 days from the date of Your initial access to the trial Services (“Trial Period”). During the Trial Period, You shall be a ‘trial user’ and not a ‘subscriber’ to the Service. Following expiration of the Trial Period, Your right to access or use the Service will automatically cease unless You purchase subscriptions to the Service using the order process
1.2. If You have ordered subscriptions to the Service, upon acceptance of Your order, You will receive log in ID(s) and password(s) as per Your order to activate Your subscription. If You have subscribed to the Service as an Agency, the log in ID will be Your Uber User sign-in name. You can use the log in IDs to access and use the Service in accordance with these Terms. You shall be solely responsible for safeguarding the security and confidentiality of the log in ID(s) and password(s) for all Your account(s) used to access the Service and You shall be solely responsible for all actions initiated using Your log in ID(s) and password(s). If You become aware of any unauthorized use of Your log in ID(s) or password(s), You must notify Unmetric of the same by e-mail addressed to firstname.lastname@example.org with the title “Unauthorized Use of User Name / Password” and new log in ID(s) and/or password(s) will be issued to you.
1.3. You will be provided a certain number of login ID(s) as indicated in Your order or in the email accepting Your request for a trial. Using the said log in ID(s), You will have access to use the Service subject to applicable license terms to monitor a certain number of Entities per login, as specified in, and subject to the limitations, as specified in Your order/email accepting Your request for a trial.
2.1. During Your Trial Period, Unmetric grants You a non-exclusive, personal, limited, non-transferable, revocable, royalty free right to access and use the Service in the form made accessible and/or provided to You by Unmetric, solely for Your own internal evaluation and testing of the Service. Unmetric reserves the right to modify or discontinue any trial at any time without notice. During the Trial Period, Unmetric provides the Service “AS IS” and without any warranty or indemnity (to the maximum extent permitted by law).
2.2. During the term of Your subscription to the Service, You shall have a license (as detailed below) to use the Service subject to these Terms read with Your order:
2.2.1. If You have subscribed to the Service as a ‘Brand’: On Your subscription to the Service, Unmetric grants You a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable (in accordance with these Terms) license to access and use the Service for Your internal business purpose. You will also have a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the information and data generated by Your use of the Service as contained in the documents (in electronic or other form) made available to You by Unmetric during the course of Your subscription (“the Content”), solely for Your internal business purposes related to gathering insights about social media strategy of the selected brands from the Entities You selected. You shall not use the Content for any other purpose, including engaging in the business of providing benchmarking and analysis services or in any other manner, for the benefit of any third party. You shall not issue copies, communicate to the public, translate, adapt or reproduce the Content except for Your internal business purposes.
2.2.2. If You have subscribed to the Service for an identified Client: On Your subscription to the Service, Unmetric grants You a non-exclusive, personal, non-transferable, non-sub-licensable, limited and revocable (in accordance with these Terms) license to access and use the Service for the purpose of providing Your services to Your client identified in Your order (“Your Client”). You will also have a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Content for Your internal business purposes related to providing Your services to Your Client. For the limited purpose of exercising Your rights pursuant to the above license granted to You, You may also copy, distribute, adapt or reproduce the Content for the sole purpose of providing Your services to Your Client. Except as expressly permitted above, You shall not use the Content for any other purpose, including for the benefit of any other third party. Your Client shall have a non-exclusive, perpetual, non-transferable and non-sub licensable license to use any Content provided to it by You, solely for its internal business purpose and You shall communicate the terms of this license to Your Client while making the Content or any part thereof available to Your Client.
2.2.3. If You have subscribed to the Service as an Agency: On Your subscription to the Service, Unmetric grants You a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable (in accordance with these Terms) license to access and use the Service for Your internal purposes in connection with Your business of providing advertising and / or marketing services to Your clients (“Your Business”). For the limited purpose of exercising Your rights pursuant to the above license granted to You, You may copy, distribute, adapt or reproduce the Content for the sole purpose of Your Business. Your clients shall have a non-exclusive, perpetual, non-transferable and non-sublicensable license to use any Content provided to them by You, solely for their internal business purposes and You shall communicate the terms of this license to Your clients while making the Content or any part thereof available to Your client(s).
2.3. Your subscription to the Service is for You alone and cannot be shared or used by any third party and accordingly, You do not have the right to share Your log in and password with any third party (including Your Affiliates or Your Clients). In these Terms, “Affiliate” with respect to a party, means any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
2.4. Except as may be expressly permitted by these Terms as applicable to You, You will (a) not use or access the Service or Content, (b) not make the Service or Content available to, or use any Service or Content for the benefit of, any third party (c) ensure compliance with all applicable laws, rules or regulations including those of the country in which You reside and / or from which You access the Service ; (d) not market, offer to sell, and/or resell, license, sublicense, distribute, rent or lease the Services or Content to, or for the benefit of any unauthorized third party, (e) not use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy/publicity rights or third party intellectual property rights, (f) not use the Service to store or transmit viruses, worms, time bombs, Trojan horses and/or any other harmful or malicious code, files, scripts, agents or programs (g) not use the Service to send unsolicited or unauthorized advertising, junk mail, or spam; (h) access / use the Service only through the interfaces and protocols provided or authorized by Unmetric and You will not use the Service in any manner that may disrupt, interfere with or negatively affect the Service or the networks through which You access and use the Service (i) not circumvent any limitations or security features included by Unmetric in the use of the Service or attempt to gain unauthorized access to any Service or Content or its related systems or networks, (j) not copy, frame or mirror any part of any Service or Content, other than copying or framing on Your own intranets, database or otherwise for Your own internal business purposes or otherwise as expressly permitted by these Terms; (k) not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Service (to the extent such restriction is permitted by law); (l) not access the Service or Content in order to build a competitive product or service, or (m) not use the Service directly or indirectly for competitive benchmarking or other competitive analysis if You are a direct competitor of the Service.
2.5. If any third party, including any competent authority, informs Unmetric, or if Unmetric suspects that You are in violation of any of the above restrictions or these Terms, Unmetric reserves the right to examine Your use of the Service. On such examination, if Unmetric finds any such violation, Unmetric reserves the right to terminate these Terms and discontinue Your subscription to the Service with immediate effect.
3. Intellectual Property Rights:
3.1. Except for the limited subscription rights granted by these Terms, all rights in the Service and any intellectual property rights related thereto are reserved by Unmetric. All intellectual property rights in the Website, the Service and the Content are owned by Unmetric and are protected by copyright and other laws. The copyright in the design and content of this Website and the trademark UNMETRIC are all owned by Unmetric. You shall not remove or obliterate any copyright, trademark or proprietary rights notices from the Content and shall reproduce all such notices on all authorized copies of the Content or reports and materials generated using the Content. The exclusive right to authorize or prohibit the direct or indirect, temporary or permanent reproduction of this Website by any means and in any form, in whole or in part, and to make this Website available to the public, and to distribute any copyright protected material in the Website shall remain with Unmetric or its licensors.
4. Limitation of Service
4.1. You hereby agree and accept that Unmetric is only responsible for obligations explicitly stated in these Terms and the Service are subject to limitations which includes but is not limited to the following:
4.1.1. To use the Service, You will be required to arrange for all computer and telecommunications equipment, software and services for access to the internet at Your own cost and Unmetric shall not be responsible for the same in any manner whatsoever;
4.1.2. The transmission, storage and or retrieval of Your Data and the provision of the Service through the internet is subject to a variety of factors beyond the reasonable control of Unmetric, that make such transmission, storage, retrieval and or provision of Service potentially unreliable, including any interruption or unavailability of the third-party hosting services used by Unmetric to host the Website and its services. In no event shall Unmetric be liable for any failure or interruption of Service, including without limitation those failures and interruptions resulting in part or entirely from circumstances beyond Unmetric’s reasonable control;
4.1.3. You shall be solely responsible for protecting the information on Your computer systems including but not limited to installing appropriate anti-virus software, updating Your applications, password protecting Your computer etc; or
4.1.4. Whilst all reasonable efforts have been made to ensure the accuracy of the Content, Unmetric shall not be responsible for any error or omission in respect thereof.
5. Your Data
5.3. If You do not want us to contact You by telephone, mobile phone and or by email for marketing purposes, please let us know by sending us an email at email@example.com at any time and we will thereafter, not contact You for marketing purposes.
6. Third Party Websites
6.1. The Website may provide links to third party websites, which websites are outside the control of Unmetric. Unmetric does not therefore endorse or offer any judgment or warranty and accepts no responsibility or liability for the authenticity, availability, suitability, reliability, accuracy of the information, software, products, services and related graphics contained or of any of the goods/services offered by such third party sites or for any damage, loss or harm, direct, indirect or consequential or any violation of local or international laws that may be incurred by Your visit and/or transactions/activities on these third party site(s).
7. Maintenance, Support& Availability of Service
7.1. You will be entitled to receive email support for Your subscription at no additional charge. For support You can email firstname.lastname@example.org and you will receive a response within 24 hours. Unmetric will use commercially reasonable efforts to fix bugs within a reasonable time. Unmetric shall also use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which You will receive notice (by email) at least 6 hours’ in advance) or (b) any unavailability caused by circumstances beyond Unmetric’s reasonable control.
8. Payment For Service
8.1. Unmetric reserves the right to discontinue / prevent Your access to the Service if payments as per Your order are not paid when due. The Service subscribed to are non-cancellable and fees paid are non-refundable unless otherwise agreed in Your order. Unmetric and its agent, distributors, and partners retain the right to change the fees for the Service or the acceptable mode of payment by giving at least 30 days advance notice, provided however that the changed fees will not be applicable till the end of Your then current subscription period.
9. Warranty and Disclaimer
9.1. UNMETRIC WARRANTS THAT IT USES A COMMERCIALLY REASONABLE LEVEL OF CARE AND SKILL TO ENSURE THAT, UNDER NORMAL CONDITIONS OF USE, THE SERVICE WILL CONFORM IN MATERIAL RESPECTS TO THE SERVICE DESCRIPTION PROVIDED BY UNMETRIC.
9.2. OTHERWISE THAN AS SPECIFICALLY WARRANTED IN CLAUSE 9.1 UNMETRIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DATA ACCURACY AND COMPLETENESS. UNMETRIC MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE ALLOCATION OF RISK CONTAINED IN THIS CLAUSE HAS BEEN TAKEN INTO ACCOUNT AND IS REFLECTED IN THE FEES CHARGED FOR THE PROVISION OF THE SERVICES BY UNMETRIC.
10. LIMITATION OF LIABILITY
10.1. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, REVENUES, DATA OR ANTICIPATED SAVINGS OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME ARISING.
10.2. NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS OR THE ORDER, UNMETRIC AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE AND THEIR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR YOUR SUBSCRIPTION TO THE SERVICES.
11.1. DURING THE TERM OF YOUR SUBSCRIPTION, UNMETRIC WILL DEFEND YOU AGAINST ANY CLAIM, DEMAND, SUIT, OR PROCEEDING (“CLAIM”) MADE OR BROUGHT AGAINST YOU BY A THIRD PARTY ALLEGING THAT THE USE OF THE SERVICE IN ACCORDANCE WITH THESE TERMS INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF THE SAID THIRD PARTY, AND SHALL INDEMNIFY YOU FOR ANY DAMAGES FINALLY AWARDED AGAINST, AND FOR REASONABLE ATTORNEY’S FEES INCURRED BY YOU IN CONNECTION WITH ANY SUCH CLAIM; PROVIDED THAT YOU: (I) PROMPTLY GIVE UNMETRIC WRITTEN NOTICE OF THE CLAIM; (II) GIVE UNMETRIC SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIM (PROVIDED THAT UNMETRIC MAY NOT SETTLE ANY CLAIM UNLESS THE SETTLEMENT UNCONDITIONALLY RELEASES YOU OF ALL LIABILITY); AND (III) PROVIDE UNMETRIC WITH ALL REASONABLE ASSISTANCE, AT UNMETRIC’S EXPENSE. UNMETRIC SHALL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY YOU TO THE EXTENT THAT A CLAIM IS BASED ON: (A) USE OF THE SERVICE OTHER THAN IN ACCORDANCE WITH THE TERMS OF THESE TERMS (B) COMBINATION, OPERATION OR USE OF THE SERVICE OR CONTENT WITH YOUR OR A THIRD PARTY’S SERVICES OR CONTENT. IF YOUR USE OF ANY OF THE SERVICE IS, OR IN UNMETRIC’S OPINION IS LIKELY TO BE ADVERSELY AFFECTED AS A RESULT OF A CLAIM, UNMETRIC SHALL, AT ITS SOLE OPTION AND EXPENSE, EITHER (I) PROCURE FOR YOU THE RIGHT TO CONTINUE TO USE THE SERVICE AS CONTEMPLATED HEREIN, OR (II) REPLACE OR MODIFY THE SERVICE TO MAKE THEIR USE NON-INFRINGING WITHOUT DEGRADATION IN PERFORMANCE OR A MATERIAL REDUCTION IN FUNCTIONALITY. IF OPTIONS (I) AND (II) ABOVE ARE NOT REASONABLY AVAILABLE, UNMETRIC MAY, IN ITS SOLE DISCRETION AND UPON WRITTEN NOTICE TO YOU, TERMINATE THIS AGREEMENT, CANCEL ACCESS TO THE SERVICE AND REFUND TO YOU ANY PREPAID FEES PRO-RATED FOR THE UNUSED TERM OF YOUR SUBSCRIPTION. THE FOREGOING STATES UNMETRIC’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM HEREUNDER.
11.2. YOU SHALL DEFEND, INDEMNIFY AND HOLD UNMETRIC, ITS SUPPLIERS, DISTRIBUTORS, PARTNERS AND THEIR RESPECTIVE AFFILIATES HARMLESS AGAINST ANY CLAIM, SUIT, DEMAND OR PROCEEDING MADE OR BROUGHT AGAINST ANY OF THEM AS A RESULT OF YOUR USE OF THE SERVICE OR CONTENT IN BREACH OF THESE TERMS, INCLUDING AGAINST ANY DAMAGES FINALLY AWARDED AND FOR REASONABLE ATTORNEY’S FEES AND RELATED COSTS INCURRED BY ANY OF THEM IN CONNECTION WITH ANY SUCH CLAIM.
Except as expressly permitted hereunder, each party shall hold in confidence and not use or disclose any materials or information disclosed to it by the other party (“Confidential Information”). Confidential Information will also include the Content, which shall be deemed the Confidential Information of Unmetric. Each party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care. Access to the Confidential Information shall be limited to employees and agents of the receiving party who have a legitimate “need to know” the information for their performance of these Terms or any third party who is authorized by the terms of these Terms to receive such Information, and who have been advised of the confidential nature thereof and who have agreed in writing, as a condition of employment, engagement or otherwise, to protect the Confidential Information with terms no less than are imposed by these Terms.
13. Term, Termination and Consequences
13.1. These Terms shall remain binding on the parties for the term of Your subscription as indicated in Your order and shall terminate automatically on the termination or expiry of Your subscription.
13.2. Unmetric may terminate Your subscription to the Service in the event that You are in breach of these Terms, and fail to remedy the breach within thirty (30) days of notice calling on You to remedy the breach. On such termination, fees paid (if any) for the unexpired term of Your subscription shall not be refunded.
13.3. You may terminate Your subscription to the Service in the event that Unmetric fails to provide the Service as warranted in these Terms and does not remedy such failure within thirty (30) days of notice calling on Unmetric to remedy the failure. On such termination, Unmetric shall refund to You any fees paid, pro-rated for the unused term of Your subscription.
13.4. Unmetric may terminate Your subscription without cause by issuing thirty (30) days advance notice to You, in which event Unmetric shall refund to You any fees paid, pro-rated for the unused term of Your subscription.
13.5. You may terminate Your subscription without cause by giving Unmetric thirty (30) days advance written notice of Your intention to do so, which termination will become effective at the end of the then existing subscription period.
13.6. Upon expiry/termination of Your subscription, Your right and license to access and/or use the Service immediately ceases. Your login ID and password will be deactivated and You will no longer be able to access the Service nor will You receive any further Content. Further, all Your Data will be deleted.
14. Change to Service:
Unmetric reserves the right to change or modify the Service (by addition or deletion of certain features of the Service) with or without notice to You provided that Unmetric shall inform You in the event there is any change in the pricing for the Service as mentioned. If the change or modification results in degradation in performance or a material reduction in functionality of the Service, You sole remedy is to terminate Your subscription and on such termination, Unmetric will refund to You any fees paid, pro-rated for the unused term of Your subscription. Unmetric reserves the right to suspend or discontinue the Service by giving You written notice, in which event Unmetric will compensate You by paying You any fees / charges paid by You, pro-rated for the unused portion of the subscription period.
These Terms may be amended only by notice to You and any such amendment shall be effective prospectively from the date of notification of such amendment on the Website.
All notices to Unmetric shall be in writing and shall be made via e-mail to email@example.com and all notices to You shall be made via e-mail to the e-mail address You provide at the time of Your registration.
17. Use of Trademarks:
You hereby permit Unmetric to use Your name and logo in its sales, marketing, advertisement or other publications or materials, in any medium whatsoever (including on the Website), for the sole purpose of identifying You as a subscriber of the Service.
18. Governing Law and Jurisdiction:
This Website is deemed to be located in the United States and the Service is deemed to be provided from the United States. These Terms, its validity, its interpretation and performance shall be governed by laws as agreed in Your order, without regard of any conflict of law principle or rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. You agree that any dispute between the parties hereto arising out of or in connection with these Terms (including any question regarding its validity or termination) shall be submitted exclusively to the competent courts located in the jurisdiction as agreed in Your order to the exclusion of any other court that may otherwise have had such jurisdiction in the matter.
If any term or provision of these Terms shall be declared invalid by a court of competent jurisdiction, then such provision will be interpreted, construed, or reformed to the extent reasonably required to render it valid, enforceable, and consistent with the original intent underlying such provision and the remainder of these Terms shall remain in full force and effect, according to its terms. The failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. Your right to use the Service is personal to You and You shall not assign or transfer in any manner any of Your rights, obligations or interest in these Terms or Your subscription to any third party. Unmetric may freely assign its rights and obligations hereunder. Should there be any conflict in terms between these Terms and Your order, the terms and conditions set forth in the Order shall prevail, to the extent of such conflict. These Terms (including Your order which is incorporated and deemed part of these Terms ), constitute the entire agreement between Unmetric and You regarding the Service and supersedes all prior agreements regarding the subject matters hereof. When You use the Website and provide any information on the Website; or when You click any of the buttons available on the Website; or when You send an e-mail to Unmetric, You are communicating with Unmetric through electronic records. You hereby consent that such electronic records, whether sent by You or automatically generated by the computer system when You click on any of the buttons available on the Website, shall be deemed to be communications sent in writing by You.
20. Grievance Redressal:
If You have any other concern or grievance with respect to the content/information/data on the Website please send an e-mail to firstname.lastname@example.org and we will study the matter and take such action as we deem appropriate under the circumstances.