Last updated: November 10, 2020
This Agreement is a legal document which sets out your rights and obligations, and those of KeyMetrix LLC, a limited liability company registered in state of Utah, USA (“KeyMetrix”, “Company”, “we”, “us” or “our”), in relation to the KeyMetrix website (the “Website” or “Services”) and the services offered by KeyMetrix through it. By using our website and services, you are agreeing to comply and be bound by all terms and conditions herein. Please review the following terms carefully.
Acceptance of Agreement
KeyMetrix owns all rights, title and interest, including all related intellectual property rights, in and to our technology, the content and the service and any suggestions, ideas, feedback, recommendations or other information provided by you or any other party relating to KeyMetrix. The company names and logos are trademarks of KeyMetrix or third parties, and no right or license is granted to use them. The copying, redistribution, use or publication by you of any such matters or any part of KeyMetrix is strictly prohibited. Some of the content on the site is the intellectual property of third parties. You don’t have any right, title, or interest in or to this third-party content except for the limited right as set out in these Terms.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, wwhich may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
In some cases, it may be necessary for Company to access your account and content to diagnose a problem. When you contact our support team, it is implied that you are allowing Company employees to access your account if necessary, to solve any problems.
Use of your information
You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use any and all customer data that you submit, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. The Administrator shall also have the power to block, delete or otherwise modify the access of users under its applicable account, and shall be solely responsible for the addition and removal of users under its account.
Company reserves the right to withhold, remove and/or discard customer data without notice for any breach of the Agreement. Upon termination for breach of the Agreement, your right to access or use customer data immediately ceases, and we shall have no obligation to maintain or forward any customer data.
You agree that your use and activity occurring under your account are your responsibility and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of Services, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by all internal policies, procedures and regulations which are required by your employer and/or the applicable administrator(s) of your account. You shall (1) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (2) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other users to violate this agreement or the intellectual property rights of third parties; (3) and not impersonate another user or provide false identity information to gain access to or use the Services.
License Grants and Restrictions
Company grants you a non-exclusive, non-transferable, worldwide right to use Services, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by KeyMetrix and its licensors.
You shall not (1) license, sublicense, copy, sell, resell, transfer, assign, reverse engineer, distribute or otherwise make available to any third party the Service; (2) modify or make derivative works based upon the Services; (3) commercially exploit the Service in any way; or (4) create internet “links” to the Service or “frame” or “mirror” any content contained in or accessible from, the Service on any other server, wireless or Internet-based device.
Payment and Refunds
KeyMetrix charges and collects in advance for use of the Service and is non-refundable. There will be no refunds or credits for partial months of service, upgrades or downgrades of Services, or for unused months.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Cancellation and Termination
You are responsible for properly canceling your account by giving notice to Company through email sent to ContactUs@keymetrix.com. All your content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled. If you cancel the Service before the end of your current payment cycle, your cancellation will take effect immediately and you will not be charged again.
KeyMetrix, in its sole discretion, has the right to terminate or suspend your account and refuse all current or future use of the Service, for any reason at any time. Upon termination, your right to use the Service will immediately cease. KeyMetrix reserves the right to refuse service to anyone for any reason at any time.
Third Party Content
Our Service may contain links to third-party websites or services that are not owned or controlled by KeyMetrix. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party website or services. You further acknowledge and agree that KeyMetrix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use or of reliance on any such content, goods, or services available on or through any such website or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party website or services that you visit.
Company and its licensors make no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Company and its licensors do not represent or warrant that: (1) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (2) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (5) ERRORS OR DEFECTS WILL BE CORRECTED, OR (6) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.
KeyMetrix services may be subjected to limitations, delays and other problems inherent in the use of the internet and electronic communications. Company IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Neither this Agreement nor any of the rights, interests or obligations may be assigned by you without the prior written approval of Company, and any such assignment without such prior written consent shall be null and void; provided however that Company may assign any or all of its rights and obligation under this Agreement to any of its affiliates, but only to the extent that such assignment would not result in an impairment of your rights under this agreement.
Changes in terms and conditions
We reserve the right, at our sole discretion, to modify or replace the terms and conditions of this Agreement or its policies relating to KeyMetrix at any time, effective upon posting of an updated version of this Agreement on the KeyMetrix website. You are responsible for regularly reviewing this Agreement. Continued use of Services after any such changes shall constitute your consent to such changes. Terms will be kept up to date at keymetrix.com/terms-of-service.
Limitation of Liability
Company shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) any errors or omissions from KeyMetrix, (b) the unavailability or interruption of Services or any features thereof, (c) your use of Services, (d) the content contained in the KeyMetrix site or services, or (e) any delay or failure in performance beyond our control.
You agree to indemnify and hold Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, managers, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) a claim alleging that use of the customer data infringes the rights of, or has caused harm to, a third party; or (2) a claim arising from the breach by you or other users of this Agreement, provided in any such case that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect company’s business or service); (c) provides to you all available information and assistance; (d) and has not compromised or settled such claim.
General Terms and Conditions
These Terms shall be governed and construed in accordance with the las of the United States without regard to its conflict of law provisions. No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement 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 Company because of this agreement or use of Services. Our failure to enforce any right or provision of these Terms shall not be considered a waiver of those rights unless acknowledged and agreed to by Company in writing. These Terms, together with any applicable Invoices or Statements of Work, comprise the entire agreement between you and Company and supersede all prior agreements, whether written or oral, between us regarding the subject matter contained herein.
If you have any questions about these Terms, please contact us.