These Measurely Terms of Service (this (“Agreement”) are entered into by Lymbix Inc. and the entity executing this Agreement (“You”). This Agreement governs your use of the Measurely Publishing Services including Measurely Dashboard, Measurely Reports and Measurely Discovery (the “Services”). By completing the online registration process or using the Services, you acknowledge that you have reviewed and accept this agreement and are authorized to act on behalf of, and bind to this agreement, the owner of this account. Before you use any part of the Service, you must read and affirmatively indicate your acceptance of the following Terms of Service
Lymbix grants a revocable, non-sub licensable, non-transferable right to use the Measurely Publishing Services as described in Attachment A.We reserve the right to refuse access to the Measurely Publishing Services to any user.
For registration for the Services, Lymbix requires either a valid credit card or specific information for invoices to be mailed and paid via ACH Direct Payments or Cheque.
The term for the free trial period will begin on the date of your registration for the Measurely Service and will continue for thirty (30) days (“Free Trial Period”) unless extended or sooner terminated in accordance with this Agreement. Either you or Lymbix may terminate this Agreement upon written notice thereof at any time for any reason or no reason, during or at the end of the Free Trial Period. Upon completion of the Free Trial Period, Lymbix will automatically convert you to a full Measurely Publishing Services account by charging your credit card you provided or issuing you an invoice for amounts due to us.
Following the Free Trial Period, as a Measurely Publishing Services Paying Customer, you or we may terminate this Agreement at any time, in whole or in part, for any reason, provided that if you terminate, you shall be obligated to pay any fees accrued prior to the date of termination. You may terminate this Agreement by emailing email@example.com, or accessing Account Settings → Billing Information from your dashboard. You must remove all Measurely scripts and materials from you website(s) within ninety (90) days after termination.
As a monthly subscriber, You will receive the following Measurely Services (as outlined in Exhibit A (Real-Time Dashboard, Reporting Engine and Discovery Search). If you wish to register for the Measurely Service, please contact us at firstname.lastname@example.org.
Subject to the terms and conditions of this Agreement, (a) Lymbix grants You a limited, revocable, non-exclusive, non-sub licensable license to use the Services solely as necessary for You to use the Service on Your Properties or Third Party's Properties; and (b) You may remotely access, view and download Your Reports. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Reports.
Measurely shall be available and fully functional not less than 99% in each calendar month excluding “Acceptable Downtime”. Acceptable Downtime shall mean: (i) such reasonable time as is deemed necessary by Vendor for maintenance activities, not to exceed 12 hours per calendar month in total and not to exceed 3 hours from Monday to the following Sunday, inclusive, provided that Vendor will use best efforts to conduct regular maintenance on Sundays; (ii) any Force Majeure event; (iii) problems with any of Your internal systems, networks, software or hardware; and (iv) any problems experienced by You or Lymbix associated with telecom or network services of any internet service provider or telecommunications carrier used by You or Lymbix, including any problems with the Internet, the public switched telephone network or any other external telecommunications or data communications network.
Lymbix shall promptly notify You of any defects, errors or malfunctions (“Errors”) in Measurely of which Lymbix becomes aware from any source. Lymbix shall provided email and phone support between 9:00 a.m. and 8:00 p.m., Eastern Standard Time, Monday through Friday except for statutory holidays.
Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
Lymbix shall ensure that the integrity of Your data is maintained at all times and that Your data will not be modified. Lymbix shall maintain adequate and commercially standard security precautions with respect to its’ systems and facilities hosting Your data and/or any confidential information, including the implementation of appropriate security and access to ensure that no unauthorized persons or devices are able to access Your database data, or Your confidential information while in the possession or control of Lymbix.
Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation with full power, legal right and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement, when executed, will constitute a valid and binding obligation of such party, enforceable in accordance with its terms; and (iii) such party’s performance of its obligations hereunder will not violate, or give rise to any adverse claim in relation to any common law, statutory, or other right.
Measurely and anything provided by Lymbix as it relates to this Agreement does not and shall not infringe on the rights of any third party intellectual property, including, but not limited to, patents, copyrights, trademarks, trade secrets, mask works or moral rights. Lymbix warrants and represents that it is the lawful owner of Measurely and has the right to grant the rights granted herein.
Except for any representations and warranties expressly made by Lymbix in this agreement, Measurely is provided “as is” and “as available” without warranty of any kind. Except to the extent required by applicable law, and except as expressly set out in this agreement, Lymbix and its service providers each disclaim all warranties, whether implied or statutory regarding Measurely.
Lymbix shall indemnify, defend and hold harmless You and Your employees, agents, associates and affiliates, against any claim, suit, action or other proceeding brought against You to the extent based on, in connection with, or arising from Lymbix’s breach of any of its obligations, covenants, representations and warranties contained herein but excluding claims that are caused directly by negligent acts. You shall indemnify and hold harmless Lymbix from any and all claims, damages, liabilities, costs and fees arising from Your negligent use of Measurely but excluding any claims that are caused directly by the negligent acts of Lymbix.
YGoverning Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal Canadian laws applicable therein.
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable between the parties.
Publicity. You hereby consent to inclusion of your name and trademarks or service marks in customer lists that may be published as part of Lymbix’s marketing and promotional efforts. Assignment. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, and any attempted assignment by you shall be null and void.
The Agreement. This Agreement may be revised from time at our sole discretion by posting the revised Agreement on the Website or otherwise providing the revised Agreement to you. Your acceptance of any revised Agreement is your continued use of the Services.
As a subscriber you have access to the following Services.
This provides the user with a continually refreshed view of a campaign’s performance. Measurely reports on all pieces of content on each web page that has the embedded Measurely tracking script. This includes: