Definitions
When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings: Account: means any accounts created by or on behalf of You for access and use of the Services. You may have multiple Subscriptions which may be subject to separate and distinct Plans. Affiliate: means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means the direct or indirect ability to direct or influence the management and policies of an entity. Applicable Data Protection Law: means all laws and regulations applicable to the processing of Personal Data under these Terms. Authorized Users: means any individual whom you authorize to use the Services under your Account. Customer Data: means all electronic data, content, or information submitted or made available by You or Authorized Users through use of the Services. Confidential Information: means non-public or proprietary information disclosed by one party to the other, including Customer Data, financial data, pricing, business strategies, and technical information. Documentation: means the user guides, technical manuals, and online help materials relating to the Services. End-Customer: means Your customers and/or any person or entity other than You or Users with whom You interact using the Services. Fees: means all fees and charges payable by You pursuant to an executed Order Form. Order Form: means a written or electronic ordering document that references these Terms of Service. Personal Data: means any information relating to an identified or identifiable natural person from the data submitted by You in respect of the provision and use of the Services, or as defined under Applicable Data Protection Law. Platform: means the Company’s software-as-a-service (SaaS). Subscription Term: means the period during which You are entitled to access and use the Services as specified in the Order Form. Support: means the technical support services Metrifox provides pursuant to the applicable Order Form. Services: means the software and services provided by Metrifox, including but not limited to web-based platforms, applications, APIs, and related services, as further described in the Documentation or an Order Form.Service License And Use Rights
Right To Use The Services: Subject to Your compliance with these Terms of Service and payment in full of the Fees, Metrifox hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services solely for Your internal business purposes. Changes And Discontinuation: Metrifox reserves the right to modify, enhance, or discontinue any feature or functionality of the Services at any time, provided such a change does not materially degrade the overall functionality of the Services. We shall not be liable to You for any modification or discontinuance of any specific feature. Availability: Metrifox shall use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance, emergency maintenance, or force majeure events.Your Responsibilities And Conduct
Account Security And Access Control You are solely responsible for maintaining the confidentiality and integrity of your login credentials and for all activities that occur under your account. You must ensure that only Authorized Users access the Services, and that such access is strictly in accordance with these Terms. Metrifox shall have no liability for unauthorized access arising from your failure to adequately secure your account or systems. Accuracy Of Information You represent and warrant that all registration, billing, and account-related information you provide is accurate, complete, and up to date. You agree to promptly update such information to maintain its accuracy. Compliance With Applicable Law You agree to use the Services only in compliance with all applicable local, state, national, and international laws, regulations, and conventions, including but not limited to those governing data protection, consumer protection, intellectual property, anti-corruption, and the export of software and technical data. Acceptable Use You shall not, and shall ensure that your Authorized Users do not:- Use the Services to violate or infringe upon any intellectual property, privacy, publicity, contractual, or other legal rights of Metrifox or any third party;
- Introduce into the Services any malware, virus, Trojan horse, or any other malicious or harmful code;
- Engage in conduct that interferes with or disrupts the integrity, performance, or availability of the Services or any third-party data or systems;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying components of the Services, except to the extent permitted by applicable law;
- Use the Services to upload, transmit, or store any content that is unlawful, defamatory, obscene, threatening, abusive, harassing, discriminatory, or otherwise objectionable;
- Use the Services for competitive benchmarking or to develop a competing product or service;
- Circumvent or attempt to bypass any usage limitations, access controls, or security features of the Services.
Confidentiality
Confidentiality Obligations Each party agrees to protect the other party’s Confidential Information from unauthorized access, use, or disclosure using the same degree of care it employs to safeguard its own confidential information, but in no event less than reasonable care. Except as expressly permitted under these Terms, each party may use the other’s Confidential Information solely to fulfill its obligations or exercise its rights under these Terms and may disclose such information only to its Affiliates, employees, agents, contractors, or advisors who have a legitimate need to know such information for the aforementioned purposes and who are subject to confidentiality obligations no less protective than those set forth herein. Compelled Disclosure If either party (the “Receiving Party”) is required by law, regulation, court order, or governmental authority to disclose any Confidential Information of the other party (the “Disclosing Party”), the Receiving Party may do so, provided that (to the extent legally permitted) it promptly notifies the Disclosing Party in writing of such obligation, allows the Disclosing Party a reasonable opportunity to object or seek protective measures, and uses reasonable efforts to limit the scope of such disclosure to the extent legally permissible. The Receiving Party shall treat any compelled disclosure as if it were disclosure of its own confidential information. Return Or Deletion Of Confidential Information Upon termination or expiration of these Terms and/or any relevant Subscription(s), or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or permanently delete all Confidential Information of the Disclosing Party in its possession or control, including all copies thereof in any medium. Upon request, the Receiving Party shall certify in writing that it has complied with this obligation, except where retention is required by applicable law or for audit or regulatory compliance purposes. Duration The confidentiality obligations set forth in this Section shall survive for the duration of the Term and for a period of one (1) year following the termination or expiration of these Terms. This Section supersedes any prior non-disclosure or confidentiality agreement between the parties concerning the subject matter hereof, and such agreement shall be deemed null and void with respect to any Confidential Information disclosed under or related to these Terms.Fees And Taxes
Fees You shall pay Metrifox the Fees set forth in the applicable Order Form. Unless otherwise provided, recurring Fees are payable in advance, and non-recurring Fees are due within thirty (30) days of the invoice. Late Payments Overdue amounts shall accrue interest at the rate of 1.5% per month or the highest rate permitted by law. You shall also reimburse Metrifox for all reasonable costs of collection, including attorneys’ fees. Taxes Except for taxes assessed on our net income, You shall be responsible for all other taxes, duties, and governmental assessments, including any sales, use, value-added, or withholding taxes associated with Your purchase or use of the Services.Intellectual Property Rights
Ownership By Metrifox As between the Parties, Metrifox and its licensors retain all rights, title, and interest, including all intellectual property rights, in and to the Services, the underlying software, technology, algorithms, architecture, user interfaces, APIs, visual interfaces, designs, and all enhancements, modifications, updates, and derivative works thereof. No rights are granted to You hereunder other than expressly set forth in these Terms. Limited License Subject to Your compliance with these Terms, Metrifox grants You a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Subscription Term to access and use the Services solely for Your internal business purposes, and strictly in accordance with the Documentation. This license does not include any right to: (a) modify, copy, or create derivative works based on the Services; (b) license, sublicense, sell, resell, distribute, rent, or lease the Services to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law; or (d) use the Services to develop a competing product or service. Feedback In the event that You or any Authorized User provides Metrifox with suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services, Metrifox shall have a royalty-free, worldwide, irrevocable, perpetual license to use, incorporate, and otherwise exploit such feedback for any lawful purpose, without restriction and without any obligation or compensation to You. Reservation Of Rights Except for the limited rights expressly granted herein, no license or right is granted to You by implication, estoppel, or otherwise. All rights not expressly granted to You under these Terms are reserved by Metrifox. Personal Data Notwithstanding the foregoing, You retain all right, title, and interest in and to your data, subject to Metrifox’s license to process such data solely for the purpose of providing the Services and fulfilling its obligations under these Terms, in accordance with applicable law and the Privacy Policy.Term, Termination And Suspension
Term These Terms commence on the earlier of (a) the date you accept or agree to them (whether electronically or in writing), or (b) the date you first access or use the Services and shall continue in full force and effect until terminated in accordance with this Section. Subscription Term Each subscription to the Services (as detailed in an applicable Order Form or online sign-up process) shall continue for the period of 12 months (the “Subscription Term”), and shall automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Term. Termination For Cause Either party may terminate these Terms and any active Subscription(s) upon written notice if:- the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days following written notice thereof or;
- the other party becomes insolvent, enters bankruptcy proceedings, makes an assignment for the benefit of creditors, or is otherwise unable to meet its financial obligations as they come due.
- we reasonably determine that your use of the Services poses a security risk, violates applicable law or these Terms, or could disrupt or negatively impact the Services or other customers;
- you fail to pay any undisputed fees within ten (10) days following a second written notice of non-payment;
- required by law, regulation, or governmental or judicial authority. We shall use commercially reasonable efforts to limit the duration and scope of any such suspension and shall reinstate access once the underlying issue is resolved. Suspension shall not relieve you of your obligation to pay fees for the affected period.
- all rights and licenses granted to you under these Terms shall immediately terminate;
- you shall immediately cease all access to and use of the Services;
- we may delete or deactivate your account and all associated data in accordance with our data retention and deletion policies, except to the extent retention is required by applicable law;
- you shall pay all outstanding fees and charges incurred through the effective date of termination, including for any unexpired portion of a Subscription Term if terminated by you for convenience.
Warranties And Disclaimer
Warranty Performance Each party represents that it has the full right, power, and authority to enter into this Agreement and to fully perform its obligations hereunder. Metrifox warrants that during the Subscription Term, the Services will substantially conform to the Documentation. If the Services materially fail to conform, Metrifox shall, at its option and expense, either (a) correct such non-conformance, or (b) terminate the non-conforming portion of the Services and refund any Fees paid for such portion for the remainder of the Subscription Term. Disclaimer Of Warranties EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES, INCLUDING ALL COMPONENTS, FUNCTIONALITY, CONTENT, INTERFACES, AND DOCUMENTATION, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THIRD-PARTY CONTENT, SERVICES, OR MATERIALS ACCESSED THROUGH OR USED IN CONNECTION WITH THE SERVICES.Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METRIFOX, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR PERSONAL INJURY, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, EVEN IF METRIFOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL METRIFOX’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO METRIFOX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS DO NOT FULLY COMPENSATE YOU FOR ANY LOSS OR ARE FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.Indemnification
Metrifox Indemnification Metrifox shall defend You from and indemnify You against any third-party Claim alleging that the Services infringe or misappropriate such party’s intellectual property rights, provided that You promptly notify us of such Claim, grant us sole control of the defense and settlement, and cooperate reasonably. Customer Indemnification You shall defend Metrifox against any third-party Claim arising from (a) Your or Your Authorized Users’ use of the Services, (b) Your Personal Data, or (c) Your breach of these Terms, provided that we promptly notify You, allows You to control the defense, and reasonably cooperates.Miscellaneous
Independent Contractors Both Parties are independent contractors. Nothing in these Terms shall be construed to create or imply any partnership, joint venture, agency, fiduciary, employment, or franchise relationship. Neither party has the authority to bind or obligate the other in any manner unless expressly authorized in writing. Entire Agreement These Terms, along with any applicable Order Form(s), annexes, exhibits and addenda, constitute the entire agreement between you and Metrifox with respect to your use of the Services and supersede all prior and contemporaneous agreements, proposals, representations, warranties, or understandings, whether oral or written. Any additional or conflicting terms in a purchase order, confirmation, or other communication shall be void and of no effect unless expressly accepted by us in writing. We reserve the right to amend or update these Terms from time to time. If we make material changes, we will provide notice by reasonable means, which may include posting an updated version on our website, within the Services, or via email. Your continued use of the Services after such notice constitutes your acceptance of the amended Terms. If you do not agree to the changes, you must cease use of the Services and may request termination of your account. Severability And Waiver If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy, nor shall any waiver of any breach or default constitute a waiver of any subsequent breach or default. Assignment You may not assign, delegate, or otherwise transfer these Terms, in whole or in part, without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that (a) the assignee is not a direct competitor of Metrifox, and (b) you provide written notice of such assignment no later than the effective date. We may assign or transfer these Terms, in whole or in part, without your consent, including to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Third Party Beneficiaries These Terms are intended solely for the benefit of you and Metrifox and do not confer any rights or remedies upon any third party, including your end users, customers, or affiliates, unless expressly stated otherwise. Governing Law And Jurisdiction These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to any conflict of law principles. Arbitration In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties shall attempt in good faith to resolve the matter through informal negotiations. If the dispute is not resolved within thirty (30) days of written notice, it shall be settled exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English by a single arbitrator in a mutually agreed location or, if not agreed, in Delaware. Judgment on the award rendered may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal fees and costs. YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Force Majeure We shall not be liable for any delay, interruption, or failure to perform any obligation under these Terms due to any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, utility or internet service disruptions, infrastructure or hosting provider failures, cyberattacks, or acts or omissions of third parties (each, a “Force Majeure Event”). Service interruptions resulting from your improper use of the Services, failure to comply with these Terms, or use in violation of applicable law are expressly excluded from this provision. Notices All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (“Notices”) must be in writing and delivered by one of the following methods: (a) electronic mail, (b) in-product or in-Service notifications, or (c) registered or certified mail (postage prepaid, return receipt requested) or a nationally recognized courier service, in each case properly addressed as set forth below. To Metrifox: Legal Department Metrifox Platform Inc. legal@metrifox.com To You: Notices may be sent to the email address or mailing address associated with your account, or via in-app or in-Service notification. Notices sent by email shall be deemed received when the message is transmitted, unless the sender receives an automated error message. Notices posted to our website shall be deemed received when published. Notices sent by courier or certified mail shall be deemed received on the date of actual delivery or three (3) business days after being sent. You are solely responsible for maintaining accurate contact information within your account. Notices shall remain effective even if you fail to update your contact information.Api License Policy
Introduction
This API License Policy (“Policy”) sets out the terms, conditions, rights, and obligations under which Metrifox Platform Inc (“Metrifox”) grants licenses to use its Application Programming Interfaces (“API(s)”). This Policy governs access to, and use of, the APIs made available by Metrifox and is binding upon any individual or entity (“Tenant”, “you”, “your”) that uses or accesses the API.Purpose
This Policy outlines the terms and conditions for accessing and using the Metrifox API. It is designed to protect Metrifox’s intellectual property, ensure reliable, compliant and secure usage, maintain the integrity, performance, and availability of the API, and ensure that the Tenant understands their responsibilities, rights, and limitations in using the API.Definitions
API: Any set of endpoints, protocols, tools, or definitions that enables Tenants to interact with Metrifox’s program.API Key: Any set of endpoints, protocols, tools, or definitions that enables Tenants to interact programmatically with Metrifox services.
Documentation: The official API documentation provided by Metrifox, including reference guides, terms of use, rate limits, etc.
Tenant: The registered user or entity granted access to Metrifox’s API.
Rate Limit: The maximum number of API calls or requests allowed over a defined time window.
Third Party: Any person or entity other than Metrifox or Tenant.
License Grant
Metrifox hereby grants Tenant a non-exclusive, non-transferable, revocable license to access and use the API solely in accordance with this Policy and any other applicable agreement. Tenant may not assign or transfer their license under this Policy without Metrifox’s written consent.Authentication And Access
Access to the API requires a valid API key issued by Metrifox. Each tenant is responsible for securing their API keys and must include them in request headers to access protected endpoints. Metrifox reserves the right to revoke or rotate API keys at any time for security or compliance reasons.Acceptable Use
Tenant can only use the Metrifox API according to the following rules:- Use the API only for lawful purposes and in accordance with relevant laws and regulations.
- Respect rate limits, quotas, and usage policies as described in Documentation.
- Not use the API to reverse-engineer, decompile, or otherwise misuse the API or attempt to discover internal structures.
- Not resell or sublicense the API unless explicitly permitted under an agreement with Metrifox.
- Not use the API to access or store data beyond what is permitted or improperly access users’ data.