MEASURED, INC.

TERMS OF SERVICE

 

These terms of service (“TOS”) is a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term “You”) and Measured, Inc. (hereinafter referred to as “Measured,” “We,” “Us” or “Our”) with regard to the services (“Services”) provided by Measured hereunder. The Services includes any computer software used to provide the Services, any modifications thereto, the associated media, any printed materials, and any “online” or electronic documentation.

These TOS incorporate Measured’s Privacy Policy and all other operating rules, policies and procedures that may be published from time to time by Measured, each of which is incorporated by reference and each of which (along with this TOS) may be updated by Measured  from time to time without notice to You. In addition, some services offered through the Services may be subject to additional terms and conditions specified by Measured from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these TOS by this reference.

IMPORTANT - PLEASE READ THE TOS CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING OR USING THE SERVCES, IN ANY FORM OR MEDIA, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTANDS THIS TOS AND THAT YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE OR DO NOT WISH TO BECOME A PARTY TO THIS TOS, DO NOT ACCESS OR USE THE SERVICES.

IF YOU ARE ENTERING INTO THIS TOS ON BEHALF OF (AND FOR USE ON BEHALF OF) A COMPANY, GOVERNMENTAL ENTITY OR OTHER ENTITY (AN " ENTITY"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS TOS.  THE TERM "YOU" OR "LICENSEE" REFERENCED HEREIN REFERS TO: (1) THE ENTITY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES OR (2) YOU, AS AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY.  These TOS  apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services, individual users of the Services, and entities that access the Service.

THE “EFFECTIVE DATE” FOR THIS TOS IS THE EARLIER OF THE FIRST DATE YOU USE OR ACCESS THE SERVICES.

The Service

Subject to this TOS, We hereby grant to You, solely during the term, a limited, non-exclusive, non-transferable license to access and use the Services solely for Your internal business purposes.  This license is restricted to use by You and Your Users and does not include the right to use the Services on behalf of any third party. 

You acknowledge and agree that as between Us and You, all right, title and interest in and to the (i) Services and (ii) all improvements, derivatives, enhancements, modifications, releases, configurations, methodologies, related technologies, and the like (“Modifications”) to the Services created by any party, and (iii) any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied in (i) and/or (ii) or associated therewith are and shall remain Ours or Our licensors’ sole and exclusive property, and We in no way convey any right or interest in the Services or any Modifications other than a limited license to use it in accordance herewith. We also retain ownership of all right, title and interest in and to all Our Data.  “Our Data” means all data that we make available to you in connection with the Services, excluding Your Data (as defined in the Your Data section below).

You acknowledge that the Services (including its source code and object code) and the documentation contain valuable proprietary information and trade secrets and that unauthorized or improper use of the Services and the documentation will result in irreparable harm to Measured for which monetary damages would be inadequate and for which Measured will be entitled to immediate injunctive relief.

We may make modifications to the Services or particular components of the Services from time to time, without prior notice.

Your Obligations

Unauthorized use, resale, syndication, or commercial exploitation of the Services in any way is expressly prohibited.  You shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services or access the Services in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Services.  Except as expressly permitted in this Agreement, You shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign Your right to access and use the Service to any third-party. You shall not copy the look-and-feel or functionality of the Services, or remove any proprietary notices, marks, labels, or logos from the Services and/or the documentation. You shall be liable for any breach of this Agreement by any of Your users.  In addition to Our other remedies hereunder, We reserve the right upon notice to You to terminate any user’s right to access the Services if such user has violated any of the restrictions contained in this Agreement.  You are solely responsible for all Your Data.  We do not guarantee the accuracy, integrity or quality of Your Data.  Neither You nor Your users shall use the Services to: (a) send, upload or otherwise transmit any of Your Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any of Your Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Services or networks connected to the Services; or (e) violate any applicable law or regulation.

If You provide Measured with enhancement requests, feedback, recommendations or suggestions about the Services, then Measured may use that information without obligation to You, and You hereby irrevocably assigns to Measured all right, title, and interest in that feedback or those suggestions.

Your Data

You retain ownership of all right, title and interest in and to all Your Data.  You hereby grant to Us a worldwide, non-exclusive, royalty-free right to use, display, copy, modify, publish, transmit, and distribute Your Data as necessary to provide the Services to You. You understand and agree that We may use cookies, pixels, tags, web beacons and/or other technologies to collect certain personally non-identifiable data in connection with performance of the Services. We typically only store and maintain this raw data for a period of 2 years. You acknowledge and agree that We shall have the right to copy, use, distribute, and display any information, analysis, statistics and other data generated by the Services (or derived from Your use of the Services), including compilation of aggregated statistics about the Services or online marketing.   

Disclaimer of Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MEASURED HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MEASURED DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. MEASURED IS NOT RESPONSIBLE OR LIABLE FOR YOUR DATA, THE DELETION OF OR FAILURE TO PROCESS OR STORE ANY OF YOUR DATA. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR DATA.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.  MEASURED IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SERVICES.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MEASURED BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MEASURED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Measured’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Indemnification

If you use or distribute the Services in violation of this TOS, or breach any of the terms of this TOS, you agree to indemnify, hold harmless and defend Measured and its suppliers from and against any claims or lawsuits (including attorney’s fees) that arise or result from such actions or inactions. You shall further indemnify, defend, and hold Us harmless from and against any and all costs, liabilities, losses and expenses resulting from a claim, suit, action, or proceeding brought by any third party against Us that arises out of or results from a claim alleging that Your Data, or any use thereof, infringes the intellectual property rights, privacy, publicity or proprietary rights of others, or has caused harm to a third party, or arising out of Your violation of any applicable law.

Termination and Suspension

This TOS shall commence on the Effective Date and continue until the Services have been performed, unless earlier terminated by Measured.  If you breach this TOS, then Measured may immediately terminate this TOS. Measured may also suspend your access to the Services at any time for any reason without liability. Upon termination of this TOS for any reason, you shall cease all use of the Services, and destroy all copies, full or partial, of the Services. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this TOS.

Confidentiality 

Confidential Information means the information that You (“the receiving party”) obtain from or learns or discovers about Measured (the “disclosing party”) that is designated in writing as confidential, or that a reasonable person would understand the confidentiality of the information disclosed. Measured’s Services, source code, inventions, algorithms, know-how and ideas shall be considered Confidential Information. Confidential Information does not include information that is (i) previously rightfully known to the receiving party without restriction on disclosure, (ii) hereafter becomes known to the general public, through no act or failure to act on the part of the receiving party, (iii) disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (iv) independently developed by the receiving party without use of the other party’s Confidential Information, provided that only the specific information that meets one of the above exclusions shall be excluded and not any other information.

Except as expressly allowed herein, the receiving party will hold in confidence and not use or disclose any of the disclosing party’s Confidential Information. Each party shall be responsible for any breach of its confidentiality obligations hereunder by its respective employees, consultants and independent contractors. Upon termination of the TOS, the receiving party shall return all of the Confidential Information (including any copies) to the disclosing party, and the receiving party will make no further use of such materials. If required by law, the receiving party may disclose Confidential Information of the disclosing party but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefore. You acknowledge and agree that, if you breach these confidentiality terms, Measured may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against You without the necessity of posting any bond or surety.

Export Laws

You agree: (i) to fully comply with all U.S. and other relevant export laws and regulations (collectively the Export Laws) to assure that the Services or any direct product thereof are not directly or indirectly exported in violation of the Export Laws, (ii) that the Services ordered hereunder will not be used in violation of any Export Laws, including for proliferation of any nuclear, chemical, or biological weapons or missile delivery systems and will not be diverted, and (iii) to indemnify Measured against any damage, loss, liability or expense (including attorneys’ fees) that Measured may incur as a result of your failure to comply with the Export Laws. You represent and warrant that you are not a citizen of, or otherwise located within, an embargoed nation, as defined in the Export Laws, and that you are not otherwise prohibited under the Export Laws from receiving the Services.

Links to Third Party Sites

Our Services may include links to third party websites or services that are not owned or controlled by Measured, and whose terms of service and privacy practices differ from those of Measured. You acknowledge and agree that we have no control over, and no responsibility or liability for the content, terms of service, privacy practices or other acts or omissions of any third party, even if such third party is linked to our Services. We encourage You to carefully read the terms of service privacy policy of any Website You visit or services you use. 

Age of Consent

The Services are not directed at children. If a person under 13 submits information through any part of the Services, and we learn the person submitting the information is under 13, we will attempt to delete this information as soon as possible.  If you are aware of a user under the age of 13, please contact us at: info@Measured.com.

Modifications

Measured reserves the right, at its sole discretion, to modify or replace any of these TOS, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, functionality, or content) at any time. Measured may also impose limits on certain features and services or restrict your access to parts or all of the Services without liability. It is your responsibility to check these TOS periodically for changes. If a revision is material We will try to provide at least 30 days notice of the revision. What constitutes a material revision will be determined at Our sole discretion. Your continued use of the Services following the posting of any changes to these TOS constitutes acceptance of those changes.

Miscellaneous

You may not assign this TOS, in whole or in part, without the prior written consent of Measured. Any prohibited assignment shall be null and void. This TOS shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflict of law provisions. Your use of the Services may be subject to other state, federal, and international laws and regulations. All proceedings shall be conducted in English. Venue for all proceedings shall be the state or federal courts in Los Angeles, California, provided that Measured may seek injunctive relief in any court of competent jurisdiction. The United Nations Convention for the International Sale of Goods shall not apply. The section headings herein are provided for convenience only and have no substantive effect on the construction of this TOS. Except for your obligation to pay Measured, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. If any provision of this TOS is held to be unenforceable, this TOS shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. This TOS may be amended only by a written document executed by a duly authorized representative of each of the parties. The parties agree to receive electronic documents and accept electronic signatures (information attached or logically associated with such document and clicked or otherwise adopted with an intent to sign) including in counterparts which shall be valid substitutes for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing. This TOS takes precedence over any prior agreement and any communication or agreement translations. This TOS (as may be updated by Measured from time to time) contains the entire agreement regarding your use of the Services.

Contact Us

If you have any questions about the Services or these TOS, please contact us at info@Measured.com.