This Dragon Metrics Terms of Service (the “Agreement”) is between you and Dragon Metrics Limited (“Company” or “we”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement. Company may modify this Agreement from time to time, subject to the terms in Section 13 (Changes to this Agreement) below.
By checking the “I agree” (or similar button) that is presented to you at the time of your purchase, or by using or accessing Company’s products, you indicate your assent to be bound by this Agreement.
Company and Customer hereby agree as follows:
Subject to the terms and conditions of this Agreement, Customer shall have the non-exclusive, non-transferable right, during the Subscription Term as set forth in Section 4 of this agreement, to access the Software through password protected login(s), solely for Customer’s and its subsidiaries’ internal business operations (but excluding purposes that are competitive to Company, as determined by Company in its sole discretion). Customer is responsible for safeguarding the usernames and passwords for each such login. There are no implied licenses and all rights not expressly granted are reserved by Company.
Company may update the functionality and user interface of the Software from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Software.
Customer is responsible for all activities conducted under its user login(s) and for its users’ compliance with this Agreement. Customer will not (and will not allow any third party to) (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software; (iv) access or use the Software for purposes of monitoring their functionality, performance or availability, or for any benchmarking or other competitive purpose.
As a Customer, you agree to the payment terms presented to you at the time you purchase the Software.
Subscriptions will automatically renew either monthly or annually in most cases, depending on the renewal term chosen during the signup process. You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Account Details page to find out when your subscription is set to renew.
Once a renewal payment is processed, no refunds will be provided for any reason. If a renewal payment fails, Customer will no longer have any rights under this Agreement until Customer’s account is in good payment standing. If Customer signs up for the Software to pay via credit card, and Company cannot charge the credit card at renewal, Company may cancel the subscription and Customer may lose access to the Software and any data associated with the subscription. Failure to renew a subscription in a timely manner (prior to the date of monthly or annual renewal) may result in loss of custom pricing terms, if any.
You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. Company reserves the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it.
Customer may cancel their subscription at any time. Cancellation is immediate and must be initiated prior to the expiration of the subscription term to avoid fees associated with renewal. While Customer will continue to have access to the Software until the expiration of the subscription term, cancellation does not entitle Customer to a refund under any circumstances.
Except as provided in Section 5 of this Agreement, Company is not obligated to provide you a refund at any time. If you choose to cancel your Software subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you are not entitled to a refund at any time. Fees are based on services purchased and not actual usage.
Company fees do not include any taxes, levies or duties of any nature. Customer is responsible for paying any and all taxes associated with its purchases.
Either party may terminate this Agreement in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Software and will lose all data associated with the subscription. If this Agreement is terminated by Customer for any reason other than expressly permitted by this Agreement, Customer agrees that Company shall be entitled to all of the fees due under this Agreement for the entire subscription term. If this Agreement is terminated as a result of a material breach on Company’s part, Company shall refund the pro rata portion of any subscription fees paid by Customer to Company under this Agreement for the terminated portion of the current subscription term.
Company does not own any data or material that Customer submits to the Software (collectively, “Customer Data”). Customer hereby grants Company non-exclusive rights during the subscription term to use, reproduce, create derivative works of, distribute, perform, transmit and publish Customer Data for the sole purposes of (i) processing Customer Data in connection with providing service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Software for access by Customer’s users. Customer Data is accessible only to persons explicitly authorized by Customer; data is NOT shared with other customers, or with any other third party; provided that Company reserves the right to use Customer Data in order to compile, analyze and disclose to third parties metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data.
Company shall solely own all right, title and interest including all intellectual property rights, in and to the Software and all related suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer or any other party, and any aggregated metrics, data and trends compiled by Company.
Company’s existing or future products, technical information, pricing, and terms are considered confidential information of Company, and Customer agrees not to disclose them to any third party, at any time during or after the term of this Agreement, without the prior consent of Company. This shall not apply to any information which is generally available to the public.
Customer represents and warrants that its use of the Software will be in accordance with all applicable laws and regulations. Customer further represents and warrants that it (i) is a human (not a bot, except for authorized API users), (ii) is 18 years of age or older, (iii) has submitted truthful and accurate information about themselves, (iv) has provided a valid and non-disposable email address, (v) will not authorize others to use their account, and (vi) is not a competitor of Company (as determined by Company in its sole discretion) and that it will not access or use the Software in order to create a competitive product or service or copy any features or functions of the Software.
Company may offer a free trial period of the Software. Such trial periods are offered for the purpose of evaluating a paid subscription only, and are available one-per-organization for first-time users of the Software only (as determined by Company in its sole discretion). Company retains the right to terminate any free trial account at any time for any reason at Company’s sole discretion. When signing up for a free trial of the Software, Company may require Customer to provide a valid credit card or other valid payment method before the trial period begins. If Customer does not purchase a subscription before the expiration of the free trial period, Customer shall have no rights to continue use of the Software, and all Customer data may be removed from the Software.
The Customer agrees that Company may use Customer’s name and logo in conjunction with a client list. Such client list might be included in commercial proposals, on the the Software website or other Company website(s), and in marketing collateral.
The Software is provided “as is” without any express or implied warranty of any kind. Company and its directors, officers, employees and agents will not be liable for lost profits, lost opportunities, or incidental or consequential damages resulting from the use of the Software. Company does not guarantee the accuracy, completeness, or usefulness of any information on the Software. Under no circumstances will Company or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content from the Software. Customer’s sole and exclusive remedy is a refund of subscription fees paid by Customer to Company under this Agreement for the terminated portion of the subscription term. In no event shall Company’s aggregate liability to Customer shall not exceed the amount actually paid by Customer to Company for the Software in the 12 months immediately preceding the claim.
Company may revise this Agreement from time to time, the most current version will always be at www.dragonmetrics.com/tos. If the revision, in Company’s sole discretion, is material, Company will notify Customer by email at the email address associated with Customer’s account. By continuing to access or use the Software after those revisions become effective, Customer agrees to be bound by the revised Terms.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. Any disputes that may arise during the contract period would be settled in the Courts of Hong Kong.
This Agreement constitutes the entire agreement between Company and Customer, and incorporates and supersedes all prior written and/or oral discussions, agreements, proposals and representations, if any, with respect to the subject matter hereof.