TERMS & CONDITIONS

Last Updated: May 4, 2017

INTRODUCTION/ACCEPTANCE
Welcome to the Omega Metrics (“Omega Metrics”, “We”, “Our”) marketing software services, accessible at omegametrics.io (the “Site”). This Site, all content offered as part thereof (including, but not limited to Data as defined below), and any other services owned, controlled, or offered by Omega Metrics via the Site are collectively referred to herein as the “Services.” Subscribers, account holders, customers, users, and any other party who downloads, accesses, uses, purchases or subscribes to the Services (collectively or individually “you” or a “User”) must do so under these terms of use (“Terms of Use”), which govern your access to and use of the Services and constitute a binding legal agreement between you and Omega Metrics. Please note that the term “you” also includes the company that is our customer and on whose behalf you are accepting these Terms of Use. BEFORE USING ANY SERVICES, PLEASE READ CAREFULLY THESE TERMS OF USE. BY ACCESSING, BROWSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN PLEASE CEASE USING THE SERVICES IMMEDIATELY.The Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Services or Data by anyone under 18 is expressly prohibited. By accessing or using the Site, Services or Data, you represent and warrant that you are 18 or older.

MODIFICATION
We reserve the right, at our sole discretion, to modify, discontinue or terminate the Services or to modify these Terms of Use, at any time. If we modify these Terms of Use, we will post the modification on the Site or provide you with notice of the modification. We will also indicate the “Last Updated Date” at the top of these Terms of Use. By continuing to access or use the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, do not use the Services.

PRIVACY
We consider your privacy one of our highest priorities. Please refer to our Privacy Policy for information and notices concerning our collection and use of your personal information.

LIMITATIONS OF SERVICES
You acknowledge that Omega Metrics may establish limits concerning use of the Services, including the maximum number of days that content will be retained by the Services, the maximum volume of User Data (as defined below) or other content that may be transmitted or stored by the Services, the frequency with which you may access the Services and the locations where the Services are available. You agree that Omega Metrics has no responsibility or liability for the deletion of or failure to store any User Data or other content maintained or transmitted by the Services.

ACCOUNT REGISTRATION AND FEES
In order to gain access to certain features of the Site, you must register and create an account with Omega Metrics on the Site (“Account”). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Omega Metrics reserves the right to suspend or terminate your Account at any time, including if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party other than within your company and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Omega Metrics of any unauthorized use of your Account. An administrator of an Account may authorize an unlimited number of authorized users per Account; provided, however, that an administrator will add authorized users by providing such user’s username, e-mail address and password to Omega Metrics. The user who created the account as an administrator will administer the use of an Account by such authorized users.

Omega Metrics offers free plans for all accounts.

If you do not access your Account for 120 days or longer, Omega Metrics may cancel your Account. If Omega Metrics decides to cancel your Account, Omega Metrics may, at its discretion, provide you with notice via e-mail. If Omega Metrics receives a bounce-back from an e-mail account to which Omega Metrics sent notice regarding the cancelation of your Account, Omega Metrics is under no obligation to provide you with further notice. Please note that each Account is associated with an account name (“Account Name”). If an Account has been cancelled pursuant to these Terms of Use, Omega Metrics reserves the right to make the Account Name of such Account available for another User.

By registering you agree that Omega Metrics may identify you as a Omega Metrics customer on Omega Metrics websites, client lists, press releases, and/or other marketing. You also agree that Omega Metrics may publish a brief description highlighting your use of our Services.

THE SERVICES
You may only access and use the Services solely for your internal business purposes. You will not: (i) sell, resell, rent or lease the Services; (ii) reverse engineer the Services; (iii) attempt to modify the Services; or (iv) use the Services to store any User Data (as defined below) or any information that is unlawful. You may not access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes. You will not interfere with or disrupt the Services or attempt to gain access to any related systems or networks to which access is restricted.

OWNERSHIP
The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Omega Metrics and its licensors exclusively own or control all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

All trademarks, service marks, logos, trade names and any other proprietary designations of Omega Metrics used herein are trademarks or registered trademarks of Omega Metrics. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

For purposes of these Terms of Use: (i) “Data” means data, text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, provided or otherwise made available through the Services; and (ii) “User Data” means any Data that Account holders (including you) provide to be made available through the Services, including, but not limited to customized applications.

Omega Metrics does not claim any ownership rights in your User Data and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit your User Data. Subject to the foregoing, Omega Metrics and its licensors exclusively own all right, title and interest in and to the Services and Data, including all associated intellectual property rights. You acknowledge that the Services and Data are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Data.

LICENSES GRANTED BY YOU TO Omega Metrics
By making any User Data available through Services you hereby grant to Omega Metrics a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify (for formatting purposes only), distribute, publicly display and distribute your User Data for the purposes of providing the Services to you. You also grant to Omega Metrics the right to use such User Data to improve our Services and the Site.

You are solely responsible for all your User Data. You represent and warrant that you own all your User Data or you have all rights that are necessary to grant us the license rights in your User Data under these Terms. You also represent and warrant that neither your User Data, nor your use and provision of your User Data, nor any use of your User Data by Omega Metrics on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

LICENSES GRANTED BY Omega Metrics TO YOU
Subject to your compliance with these Terms of Use, Omega Metrics grants you a limited, non-exclusive, non-transferable, non-sublicenseable Omega Metrics to access and view the Data solely in connection with your permitted use of the Services and subject to the restrictions set forth in these Terms of Use. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Omega Metrics or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

API TERMS

Users may access the Services via Omega Metrics Application Program Interface (“API”). Any use of the API is bound by the terms of these Terms of Use.

USER RESTRICTIONS
You agree not to do any of the following in connection with using the Services:

  • Post, upload, publish, submit or transmit any Data that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
  • Use, display, mirror, frame or utilize framing techniques to enclose the Site, or any individual element or materials within the Site, Omega Metrics name, any Omega Metrics trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Omega Metrics’s express written consent
  • Access, tamper with, or use non-public areas of the Site, Omega Metrics’s computer systems, or the technical delivery systems of Omega Metrics providers;
  • Attempt to probe, scan, or test the vulnerability of any Omega Metrics system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Omega Metrics or any of Omega Metrics’s providers or any other third party (including another user) to protect the Services;
  • Attempt to access, search or download the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than tools that access or search the Services through the API, software and/or search agents provided by Omega Metrics or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, Opera or Chrome);
  • Send any unsolicited or unauthorized advertising, promotional materials, e-mail, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Omega Metrics trademark, logo URL or product name without Omega Metrics’s express written consent;
  • Use the Services in any manner not permitted by these Terms of Use;
  • Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express prior permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation;
  • Contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purpose;
  • “Stalk” or otherwise harass anyone;
  • Collect personal data about other users for commercial or unlawful purposes; or
  • Post non-local or otherwise irrelevant content or repeatedly post the same or similar content.

Omega Metrics has the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. Omega Metrics may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Omega Metrics has no obligation to monitor your access to or use of the Services or to review or edit any User Data, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Omega Metrics reserves the right, at any time and without prior notice, to remove or disable access to any Data for any reason, including, but not limited to, any User Data, that Omega Metrics, in its sole discretion, considers to be in violation of these Terms of Use or otherwise harmful to the Services.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
Omega Metrics respects copyright law and expects you to do the same. It is Omega Metrics’s policy to terminate in appropriate circumstances Users who repeatedly infringe the rights of copyright holders.

USER-TO-USER FORUMS /THIRD PARTY SITES / LINKS
The Site and Data available through the Services may contain features and functionalities that may link you to or provide you with access to third party content which is completely independent of Omega Metrics, including web sites, user-to-user forums, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Your interactions with organizations and/or individuals found on or through the Services (including, but not limited to user-to-user forums found on the Site or third party sites), including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You acknowledge sole responsibility for and assume all risk arising from your use of any third party website or resources.

TERMINATION
You agree that Omega Metrics, in its sole discretion, has the right to delete or deactivate your Account, block your e-mail or IP address to prevent you from accessing or using the Services, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, including, without limitation, if you breach any of these Terms of Use. Omega Metrics shall not be liable to you or any third-party for any termination of your access to the Services. You agree not to attempt to use the Services after any such termination. In the event Omega Metrics terminates these Terms of Use for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by informing us via the Site. You acknowledge that there will be no refunds for partial months of service if you cancel your Account.

In certain instances, some of your User Data (such as posts or comments you make) may not be completely removed and copies of your User Data may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Data.

SURVIVAL
Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, sections hereof entitled “Ownership”, “Warranty Disclaimers”, “Indemnification”, “Limitation of Liability” and “Dispute Resolutions”.

WARRANTY DISCLAIMERS
YOU AGREE THAT USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Omega Metrics DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Omega Metrics SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE Omega Metrics SITE.

Omega Metrics warrants to you that the Services will provide the functionality specified in its then-current technical documentation for the Services, which documentation is available on the Site. In the event that the Services fail to conform to the foregoing warranty, as your sole and exclusive remedy and Omega Metrics’s sole and exclusive liability for any breach of such warranty, we will modify the Services to correct the non-conformity. Omega Metrics DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Omega Metrics OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. FOR EXAMPLE, USERS MAY PARTICIPATE IN A USER-TO-USER FORUM. YOU UNDERSTAND THAT Omega Metrics DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES Omega Metrics MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. Omega Metrics MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. You should not provide your financial information (for example, your credit card or bank account information) to other Users.

LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER Omega Metrics NOR ANY OTHER person or entity involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES arising out of or in connection with thESE TERMS or from the use OF or inability to use the Service, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF the SITE, SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not Omega Metrics has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.

In no event will Omega Metrics’s aggregate liability arising out of or in connection with THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED FIFTY US DOLLARS ($50. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Omega Metrics AND YOU.

GOVERNING LAW
These Terms of Use, your rights and obligations, and all actions contemplated by these Terms of Use shall be governed by the laws of the California, without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

DISPUTE RESOLUTIONS
Additionally, except where prohibited by law, as a condition of using the Services, you agree that any and all disputes and causes of action arising out of or connected to our Services shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

INTEGRATION AND SEVERABILITY
These Terms of Use are the entire and exclusive agreement between you and Omega Metrics with respect to the Services, and supersede and replace all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Omega Metrics with respect to the Services. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.

ASSIGNMENT OF TERMS
You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Omega Metrics‘s prior express written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Omega Metrics may assign or transfer these Terms of Use, in its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

FEEDBACK
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by e-mailing us via the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicenseable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback, whether provided directly to Omega Metrics or via our user-to-user forum, for any purpose.

NOTICES
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given by us (i) via e-mail (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

HEADINGS FOR CONVENIENCE ONLY
Headings are for convenience only and have no legal or contractual effect.

CONTACT
If you have any questions about these Terms of Use, please contact us via the Site.