Terms

Overview

This service is made by Aleph Metrics. Throughout the site, the terms “we”, “us” and “our” refer to Aleph Metrics. Aleph Metrics offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

1 Interpretation

In the Agreement, the following terms have the stated meaning: Software: the software owned by the Supplier (and its licensors) that is used to provide the SaaS Service.

Confidential Information: the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier (or its licensors), including the Probe and Discover Software.

Data: all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored on the Service.

End Date: the end date set out in the Key Details.

Fees: the fees set out in the Key Details, as updated from time to time in accordance with clause 5.4.

Force Majeure: an event that is beyond the reasonable control of a party, excluding: - an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.

Key Details: the Agreement specific details set out in the first part of the Agreement.

Fees and Payment: the payment terms set out in the Key Details.

Services: the SaaS Service and any Related Service.

Start Date the start date set out in the Key Details.

Year: a 12 month period starting on the Start Date.

2 Client Obligation

2.1 General use:

The Client and its personnel must: a use the Services in accordance with the Agreement solely for: i the Client’s own internal business purposes; and ii lawful purposes; and b not resell or make available the Services to any third party, or otherwise commercially sell the Services.

2.2 Access conditions:

When accessing the SaaS Service, the Client and its personnel must: a not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier; b correctly identify the sender of all electronic transmissions; c not attempt to undermine the security or integrity of the Underlying Systems; d not use, or misuse, the SaaS Service in any way which may impair the functionality or impair the ability of any other user to use the SaaS Service; e not attempt to view, access or copy any material or data other than: i that which the Client is authorised to; and ii to the extent necessary for the Client and its personnel to use the SaaS Service in accordance with this Agreement; neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and g comply with any terms of use on the Website, as updated from time to time by the Supplier.

2.3 Personnel:

a Without limiting clause 2.2, no individual other than a Permitted User may access or use the SaaS Service. b The Client may authorise any member of its personnel to be a Permitted User, in which case the Client will provide the Supplier with the Permitted User’s name and other information that the Supplier reasonably requires in relation to the Permitted User. c The Client must procure each Permitted User’s compliance with clauses 2.1 and 2.2 and any other reasonable condition notified by the Supplier to the Client.

2.4 Authorisations:

The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

3 Data

3.1 Supplier access to Data:

The Client acknowledges that: i the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement; and ii to the extent that this is necessary but subject to clause 7, the Supplier may authorise a member or members of its personnel to access the Data for this purpose.

3.2 Analytical Data:

The Client acknowledges and agrees that: a the Supplier may: i use Data to generate statistical and analytical data; and ii use Analytical Data for the Supplier’s research, marketing, and product development purposes and to conduct statistical analysis and identify trends; iii supply Analytical Data to third parties; b the Supplier’s rights under clause 4.2a above will survive termination of expiry of the Agreement; and c title to, and all Intellectual Property Rights in, Analytical Data is and remains the Supplier’s property.

3.3 Agent:

a The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, the Supplier is acting as an agent b The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the Agreement.

3.4 Backups of Data:

While the Supplier will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all Data uploaded by it.

3.5 International storage of Data:

The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers and may access that Data (including any Personal Information).

3.6 Indemnity:

The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party or that the Data is Objectionable, incorrect or misleading.

4 Fees

4.1 Fees: The Client must pay to the Supplier the agreed amount

4.2 Invoicing: The Supplier will provide the Client with valid invoics on the dates set out in the terms

5 Liability

5.1 Maximum liability:

The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort, breach of statutory duty or otherwise, must not in any Year exceed [insert cap e.g. an amount equal to the Fees paid by the Client under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability)]. The cap in this clause 9.1 includes the cap set out in clause 8.2a.