Terms & Policies

Effective as of July 01, 2016

Upmetrics Subscription Terms of Service

This Upmetrics Subscription Terms of Service ("Agreement") is entered into by and between the Upmetrics entity set forth below ("Upmetrics") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Upmetrics pursuant to any Upmetrics ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

Modifications to this Agreement : From time to time, Upmetrics may modify this Agreement. Unless otherwise specified by Upmetrics, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below) or entry into a new Order Form. Upmetrics will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Upmetrics specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.

The Use of the Services

1.1 Eligibility

To use the Services, you must be 13 years or older and you must not otherwise be barred from using the Services under applicable law. You must be a human, a company or any other recognized legal entity. It is not permitted to sign up for the Services using bots or other automated methods.

1.2 Restrictions on Use

You will not use the Services for any illegal or unauthorized purpose. You will comply with all laws, rules and regulations applicable to the use of the Services. Also, you must follow any instructions for the Services that are set forth in the Upmetrics Services.

At Upmetrics’s discretion, it may remove from the Services any user generated contents(text, images, videos, comments etc) of your interaction with a software application created using the Services (the “Contents”) if Upmetrics determines that the content violates these Terms of Use or if such removal is necessary to ensure that the operation of the Services complies with applicable law or other legal requirements. Upmetrics’s right to remove any User generated content from the Services does not mean that Upmetrics takes any responsibility regarding the user generated contents. Upmetrics also has the right to investigate violations of these Terms of Use or conduct that affects the Services. Upmetrics may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

You will not interfere with or disrupt the Services or the servers on which the Services and Content (as defined below) are hosted t, including without limitation by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You will not alter or interfere with the way the Services are rendered or displayed on a user’s device. You agree not to post, upload, publish, submit or transmit any Content that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (v) promotes illegal or harmful activities or substances.

You will not try to access data on the Services that you have no permission to access, including, but not limited to, personally identifiable information from other users of the Services without their permission. You will not avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Upmetrics or any of Upmetrics’s providers or any other third party (including another user) to protect the Services or Content.

You will not copy or share the Services, including, but not limited to, any software associated with the Services (whether in object or source code form). Further, you agree not to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or the Content.

Unless expressly permitted by Upmetrics in writing, you must not download the Business Plan PDFs, or any user contents, or use bots or any other method to get permanent access to the Business Plan PDFs(Except if you are authorized to do the same).

Content and Content Rights

For purposes of these Terms of Use: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means the text, graphics, images, music, video, pdf documents that you provide to be made available through the Services. Content includes without limitation User Content.

2.1 Content Ownership, Responsibility and Removal

Upmetrics does not claim any ownership rights in any User Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Upmetrics and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content 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 Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms of Use. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Client 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.

2.2 Rights in Content Granted by Upmetrics

Subject to your compliance with these Terms of Use, Upmetrics grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

Upmetrics respects copyright law and expects its users to do the same. It is Upmetrics’s policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Rights and Terms for Upmetrics Applications

Subject to your compliance with these Terms of Use, Upmetrics grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Upmetrics Applications on a mobile device or computer that you own or control and to run such copy of the Upmetrics desktop or mobile Applications. You may not copy the Upmetrics Applications, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the Upmetrics Applications; (ii) distribute, transfer, sublicense, lease, lend or rent the Upmetrics Applications to any third party; (iii) reverse engineer, decompile or disassemble the Upmetrics Applications; or (iv) make the functionality of the Upmetrics Applications available to multiple users through any means. Upmetrics reserves all rights in and to the Upmetrics Applications not expressly granted to you under these Terms of Use.

Changes to the Terms of Use

Upmetrics reserves the right, in its sole discretion, to change the Terms of Use from time to time. If we do so, Upmetrics will notify you of such changes by posting the modified Terms of Use on the Upmetrics Site or through other communications. If you continue to use the Services after the updated Terms of Use are posted on the Upmetrics Site, you are indicating to us that you agree to be bound by the updated Terms of Use. If you do not agree to be bound by the modified Terms of Use, then you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Termination

Upmetrics may terminate your access to and use of the Services, at its sole discretion, at any time, for any reason or for no reason, and without notice to you. Upon any termination, discontinuation or cancellation of the Services, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Intellectual property rights

The Upmetrics Services and all intellectual property rights therein are the property of Upmetrics. The Services are licensed, and not sold to you. Upmetrics retains ownership of the Services and the code on which the Services are based.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by contacting us (i) through the Services, (ii) via email at info@upmetrics.co, or (iii) through Upmetrics’s accounts on third-paContent Ownershiprty social networking services such as Facebook or Twitter. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable 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 for any purpose.

Warranty Disclaimers

The Services and CONTENT are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, UPMETRICS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Upmetrics makes no warranty that the Services or the Recordings will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Services or Content.

Disclaimer

This presentation has been prepared exclusively for the benefit and internal use of a qualified sophisticated global financier to whom it is directly addressed and delivered. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by the Executives of Company A (“Company”). Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of the Company.

The information in this presentation is based upon forecasted numbers provided in industry literature and our best estimates. These projections and estimations reflect prevailing conditions and our views as of this date, all of which are accordingly subject to change.

In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public and private sources which were provided to us or which were otherwise reviewed by us. In addition, our analyses do not claim to be appraisals of the assets or the valuation of any entity. The Company makes no representations as to the actual benefits which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction.

A number of statements referenced in this presentation that has been granted, are forward-looking statements, and any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, and goals, assumption of future events or performance are not statements of historical fact and may be "forward-looking statements."

Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements in this presentation may be identified through the use of words such as "expects," "will," "anticipates," "estimates," "believes," or statements indicating certain actions "may," "could," or "might" occur. Any person or entity seeking to make an investment in the company should not rely on the information set forth in this business plan as complete.

Any person or entity seeking to make an investment in the company should not rely on the information set forth in this business plan as complete. There exists substantial information with respect to the company, its business and its future prospects which are not set forth in the business plan and there exist a substantial number of risks associated with an investment in the company which is not set forth in this business plan.

Any person or entity considering making an investment in the company must ensure that they avail themselves of all other information relating to the company, its business, and its financial projections, as well as all other information, deemed necessary or desirable by such perspective, prior to any such investor making an investment in the company.

Any prospective investors shall be required to represent to the company that, prior to making such investment, they have received from the company all information deemed necessary or desirable by them with respect to such investment and that such investor did not rely on any information set forth in this business plan in making any such investment.

By accepting delivery of this plan, the recipient agrees to return this copy to the corporation at the address listed below if requested.

Limitation of liability

NEITHER UPMETRICS NOR its shareholders, employees, directors, affiliates, successors, assigns or AGENTS successors shall be liable for any special, EXEMPLARY, incidental, punitive or consequential damages arising out of OR IN CONNECTION WITH THESE TERMS OF USE OR FROM the use OF or inability to use the ServiceS OR THE CONTENT (INCLUDING THE RECOrDINGS) WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPMETRICS 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 Upmetrics’s total liability arising out of or in connection with THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE the Services or content EXCEED THE AMOUNTS YOU HAVE PAID TO UPMETRICS FOR USE OF THE SERVICES OR content OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UPMETRICS, ONE HUNDRED DOLLARS ($100). Under no circumstances, regardless of the type of damage, shall Upmetrics’s and its shareholders, employees, directors, affiliates, successors, assigns or AGENTS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT EXCEED $10 000.

Indemnification

You agree to indemnify and hold Upmetrics and its shareholders, employees, directors, affiliates, successors, assigns or agents, harmless from and against any claims, liabilities, damages, losses and expenses including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your use of the Services or Content in any way, (ii) your breach or alleged breach of these Terms of Use or the instructions on the Upmetrics Site, (iii) your violation of any third-party intellectual property rights, property or privacy rights, or (iv) your violation of any laws, regulations, rules, codes or statutes.

The Services may contain links to third-party websites or resources. Upmetrics provides these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Entire agreement

These Terms of Use constitute the entire and exclusive agreement between Upmetrics and you regarding its subject matter and supersede and replace any and all prior oral or written understandings or agreements between Upmetrics and you regarding its subject matter.

Severability

Should any provision of the Terms of Use be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms of Use, and the application of that provision shall be enforced to the extent permitted by law.

Governing law and arbitration

14.1 Governing Law.

These Terms of Use are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

14.2 Arbitration.

(a) Agreement to Arbitrate

You and Upmetrics agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Upmetrics with written notice of your desire to do so by email or regular mail at info@upmetrics.co; Upmetrics LLC. Longfellow Road, Coventry, UK; or +1 (415) 216-8913 within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Upmetrics with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Upmetrics with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Upmetrics with an Arbitration Opt-out Notice,you acknowledge and agree that you and Upmetrics are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Upmetrics otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Use.

(b) Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(c) Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(d) Arbitration Location and Procedure

Unless you and Upmetrics otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Upmetrics submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(e) Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Upmetrics will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

(f) Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Upmetrics will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(g) Changes

Notwithstanding the provisions of the “Changes to the Terms of Use” section above, if Upmetrics changes this “Dispute Resolution” section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice (including by email to info@upmetrics.co) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Upmetrics’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Upmetrics in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Privacy Policy

Protecting your privacy is really important to Upmetrics Inc. (“Upmetrics”, “we”, or “our”). With this in mind, we are providing this Privacy Policy to explain our practices regarding the collection, use and disclosure of information that we receive through our website located at www.upmetrics.co (the “Site”), the Upmetrics Web Application (located at app.upmetrics.co), and/or the Upmetrics software applications. This Privacy Policy does not apply to any third-party websites, services or applications, even if they are accessible through our Services. Notwithstanding the foregoing, unless specified otherwise in this Privacy Policy, any references to “you” and “your”, will refer to customers of Upmetrics and their authorized users who have purchased access to the Services (the “Customers”) or to users who record their usage of a Customer’s application(s) using the Services (“Testers” or “Participants”).

Revisions to this Privacy Policy

Any information that is collected via our Services is covered by the Privacy Policy in effect at the time such information is collected. We may revise this Privacy Policy from time to time. If we make any material changes to this Privacy Policy, we will notify you of those changes by posting them on the Services or by sending you an email or other notification, and we will update the “Last Updated Date” above to indicate when those changes will become effective.

Collection and Use of Information

Information Collected from You

Our primary goals in collecting information are to provide and improve our Services, to administer your use of the Services (including your Account, if you are an Account holder), and to enable you to enjoy and easily navigate our Services. The information that Upmetrics collects from you varies depending on your use of the Services as a Participant or as a Customer.

1. Information Obtained from Participants

If you are a Participant, you may access the Services to create Business Plans by (i) receiving an invitation from a Customer or an authorized user of a Customer to Write Customer’s Business plan(s) and/or financial modeling(s) by using the Services, or (ii) interacting directly with Customer’s business plan(s) and/or financial modeling that incorporate the Services. When you access the Services as a Participant, Upmetrics will collect the following information from you:

1.1 Onboarding Information. After being invited to participate in a research session, we will collect certain information that can be used to identify you, such as your name and email address (“PII”), ip address, profile picture.

2. Information Obtained from Customers

If you are a Customer, you may use the Services to test your application(s) by (i) inviting Participants to use the Services with your application(s) to create Business plans, (ii) incorporating the Services into your application(s), or (iii) allowing your authorized users to act as Participants and create Business plans. As a Customer, Upmetrics will collect the following information from you and/or your authorized users:

2.1 Account Information. If you create an account to use the Services (the “Account”) and/or sign up for a paid subscription to the Services, we will collect certain information that can be used to identify you, such as your name and email address (“PII”).

2.2 Billing Information. When you sign up for a paid subscription with Upmetrics, we will also collect, as necessary, your billing information (collectively, “Billing Information”) to complete your order for the purchase of the Services via our Site or web application. We use Stripe or any other payment gateway to process payments through our Site and in connection with this service that Stripe provides to Upmetrics, Stripe may collect your Billing Information. The information that you provide through Stripe is subject to the Stripe Privacy Policy (available at https://stripe.com/us/privacy/). You should read the Stripe Privacy Policy to learn about Stripe’s information collection and usage.

3. Information Obtained from All Upmetrics Users

Upmetrics will collect the following information from Customers, Participants or any other users of the Site or the Services:

3.1 Information Collected Using Cookies and other Web Technologies. Like many website owners and operators, we use automated data collection tools such as Cookies and Web Beacons to collect certain information.

“Cookies” are small text files that are placed on your device by a Web server when you access our Services. We may use both session Cookies and persistent Cookies to identify that you’ve logged in to the Services and to tell us how and when you interact with our Services. We may also use Cookies to monitor aggregate usage and web traffic routing on our Services and to customize and improve our Services. Unlike persistent Cookies, session Cookies are deleted when you log off from the Services and close your browser. Although most browsers automatically accept Cookies, you can change your browser options to stop automatically accepting Cookies or to prompt you before accepting Cookies. Please note, however, that if you don’t accept Cookies, you may not be able to access all portions or features of the Services. Some third-party services providers that we engage (including third-party advertisers) may also place their own Cookies on your device. Note that this Privacy Policy covers only our use of Cookies and does not include use of Cookies by such third parties.

“Web Beacons” (also known as Web bugs, pixel tags or clear GIFs) are tiny graphics with a unique identifier that may be included on our Services for several purposes, including to deliver or communicate with Cookies, to track and measure the performance of our Services, to monitor how many visitors view our Services, and to monitor the effectiveness of our advertising. Unlike Cookies, which are stored on the user’s device, Web Beacons are typically embedded invisibly on web pages (or in an e-mail).

3.2 Information Related to Use of the Services. Our servers automatically record certain information about how a person uses our Services (we refer to this information as “Log Data”), including both Account holders and non-Account holders (either, a “User”). Log Data may include information such as a User’s Internet Protocol (IP) address, browser type, operating system, the web page that a User was visiting before accessing our Services, the pages or features of our Services to which a User browsed and the time spent on those pages or features, search terms, the links on our Services that a User clicked on and other statistics. We use Log Data to administer the Services and we analyze (and may engage third parties to analyze) Log Data to improve, customize and enhance our Services by expanding their features and functionality and tailoring them to our Users’ needs and preferences. We may use a person’s IP address to generate aggregate, non-identifying information about how our Services are used.

Information that We Share with Third Parties

We will not share any PII that we have collected from or regarding you except as described below:

Information Shared with Our Services Providers. We may engage third-party services providers to work with us to administer and provide the Services. These third-party services providers have access to your PII only for the purpose of performing services on our behalf.

Information Shared with Customers. If you, as a Participant, or an authorized user of a Customer, use or access the Services to create a Content, you agree that we may share your contents Information and PII with the Customer(s) for whom you are providing testing services.

Information Shared with Third Parties. We may share aggregated information and non-identifying information with third parties for industry research and analysis, demographic profiling and other similar purposes.

Information Disclosed in Connection with Business Transactions. Information that we collect from our users, including PII, is considered to be a business asset. Thus, if we are acquired by a third party as a result of a transaction such as a merger, acquisition or asset sale, or if our assets are acquired by a third party in the event we go out of business or enter bankruptcy, some or all of our assets, including your PII, may be disclosed or transferred to a third party acquirer in connection with the transaction.

Information Disclosed for Our Protection and the Protection of Others. We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.

Your Choices

We offer you choices regarding the collection, use and sharing of your PII and we will respect the choices you make. Please note that if you decide not to provide us with the PII that we request, you may not be able to access all of the features of the Services.

Opt-Out. If you are a Customer or an authorized user of a Customer, we may periodically send you free newsletters and e-mails that directly promote our Services. When you receive such promotional communications from us, you will have the opportunity to “opt-out” (by following the unsubscribe instructions provided in the e-mail you receive). We do need to send you certain communications regarding the Services and you will not be able to opt out of those communications – e.g., communications regarding updates to our Terms of Use, our Upmetrics Cloud Service Agreement or this Privacy Policy or information about billing.

Modifying Your Information. If you are a Customer or an authorized user of a Customer, you can access and modify the PII associated with your Account by changing the settings in your Account. In addition, if you are an authorized user of a Customer, upon termination of Customer’s agreement with Upmetrics, the PII associated with your Account will not be deleted and your Account will remain in existence, although you will no longer be able to access any content or Recordings associated with Customer.

Responding to Do Not Track Signals

Our Site does not have the capability to respond to “Do Not Track” signals received from various web browsers.

The Security of Your Information

We take reasonable administrative, physical and electronic measures designed to protect the information that we collect from or about you (including your PII) from unauthorized access, use or disclosure. When you enter sensitive information on our forms, we encrypt this data using SSL or other technologies. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.

Our Services may contain links to websites and services that are owned or operated by third parties (each, a “Third-party Service”). Any information that you provide on or to a Third-party Service or that is collected by a Third-party Service is provided directly to the owner or operator of the Third-party Service and is subject to the owner’s or operator’s privacy policy. We’re not responsible for the content, privacy or security practices and policies of any Third-party Service. To protect your information we recommend that you carefully review the privacy policies of all Third-party Services that you access.

International Transfer

Whether you are a Customer, an authorized user of Customer, or a Participant, your PII may be transferred to, and maintained on, computers or servers, that are located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you are located outside the United States and choose to provide your PII to us, we may transfer your PII to the United States and process it there. We work with our Customers, users and vendors with regard to legal compliance pertaining to data transfer.

For the avoidance of doubt, for information we collect from Participants or Customers’ authorized users, the Customer is responsible for obtaining any necessary consent from the Participants or such authorized users regarding the international transfer of any PII included in their Recordings.

Processing of PII

The Customer is the controller of the Recording Information created by the use of the Services. The Customer is ultimately liable for ensuring that consents for such Customer’s use of the Recording Information have been legally obtained, and must not engage any Participants who have not given their consent regarding the collection and processing of PII or personal data as referred to in this Privacy Policy.

Upmetrics will process a Customer’s PII in the capacity of a data processor, and undertakes to only process PII in accordance with this Privacy Policy and the Customer’s instructions. Upmetrics will implement adequate technical and organizational measures to ensure the proper protection of the PII which it processes on behalf of the Customer.

Our Policy Toward Children

Our Services are not directed to children under 13 and we do not knowingly collect PII from children under 13. If we learn that we have collected PII of a child under 13 we will take steps to delete such information from our files as soon as possible.

Support Policy

This Upmetrics Support Policy ("Support Policy") accompanies the Upmetrics Subscription Terms of Service, available at https://upmetrics.co/terms-and-policies#terms or a successor URL (the "Agreement") entered into between you ("Customer") and Upmetrics. Capitalized terms used in this Support Policy that are not defined herein have the meanings given to them in the Agreement.

Upmetrics offers support services for the Service ("Support") in accordance with the following terms:
  • Support Hours. Support is provided 24 hours per day, 6 days per week.
  • Incident Submission and Customer Cooperation. Customer may report errors or abnormal behavior of the Service ("Incidents") by contacting Upmetrics in the Service via the email at support@upmetrics.co. Customer will provide information and cooperation to Upmetrics as reasonably required for Upmetrics to provide Support. This includes, without limitation, providing the following information to Upmetrics regarding the Incident:
      • Aspects of the Service that are unavailable or not functioning correctly
      • Incident's impact on users
      • Start time of Incident
      • List of steps to reproduce Incident
      • Relevant log files or data
      • Wording of any error message
  • Exclusions. Upmetrics will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer in a manner not authorized in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Upmetrics' reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.

Security Policy

Overview

At Upmetrics we take the protection of customer data extremely seriously. This Upmetrics Security Policy describes the organizational and technical measures Upmetrics implements platform wide designed to prevent unauthorized access, use, alteration or disclosure of customer data. The Upmetrics services operate on Amazon Web Services (“AWS”); this policy describes activities of Upmetrics within its instance on AWS unless otherwise specified. As you continue to learn more about Upmetrics we recommend you also review our Terms of Service and Privacy Policy.

Security Team

Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems at companies ranging from startups to large public companies.

Best Practices

Incident Response Plan
  • We have implemented a formal procedure for security events and have educated all our staff on our policies.
  • When security events are detected they are escalated to our emergency alias, teams are paged, notified and assembled to rapidly address the event.
  • After a security event is fixed we write up a post-mortem analysis.
  • The analysis is reviewed in person, distributed across the company and includes action items that will make the detection and prevention of a similar event easier in the future.
  • Upmetrics will promptly notify you in writing upon verification of a security breach of the Upmetrics services that affects your data. Notification will describe the breach and the status of Upmetrics’ investigation.
Build Process Automation
  • We have functioning, frequently used automation in place so that we can safely and reliably rollout changes to both our application and operating platform within minutes.
  • We typically deploy code dozens of times a day, so we have high confidence that we can get a security fix out quickly when required.

Infrastructure

  • All of our services run in the cloud. Upmetrics does not run our own routers, load balancers, DNS servers, or physical servers.
  • All of our services and data are hosted in AWS facilities in the USA and protected by AWS security, as described at https://aws.amazon.com/compliance/shared-responsibility-model/.
    Upmetrics services have been built with disaster recovery in mind.
  • All of our infrastructure is spread across 3 AWS data centers (availability zones) and will continue to work should any one of those data centers fail unexpectedly. Amazon does not disclose the location of its data centers. As such, Upmetrics builds on the physical security and environmental controls provided by AWS. See http://aws.amazon.com/security for details of AWS security infrastructure.
  • Upmetrics uses a backup solution for datastores that contain customer data.

Data

  • All customer data is stored in the USA.
  • Customer data is stored in multi-tenant datastores; we do not have individual datastores for each customer. However strict privacy controls exist in our application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation). We have many unit and integration tests in place to ensure these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.
  • Your credit card information is also not stored on our servers. It is securely stored with Stripe. To learn about stripe security, please visit https://stripe.com/docs/security/stripe.
  • Upmetrics engages certain subprocessors to process customer data. These subprocessors are listed at Third Parties, as may be updated by Upmetrics from time to time.

Authentication

  • Upmetrics is served 100% over https. Upmetrics runs a zero-trust corporate network.
  • There are no corporate resources or additional privileges from being on Upmetrics’ network.
  • We have strong password policies on Code Repository, Google, AWS, and Upmetrics to ensure access to cloud services are protected.

Payment Processing

All payment instrument processing for purchase of the Upmetrics services is performed by ChargeBee & Stripe. For more information on ChargeBee’s security practices, Please visit ChargeBee Security and for Stripe's security practices, Please visit Stripe Security.

Customer Responsibilities

  • Managing your own user accounts and member roles from within the Upmetrics services.
  • Protecting your own account and user credential while accessing the Upmetrics services.
  • Compliance with the terms of your services agreement with Upmetrics, including with respect to compliance with laws.
  • Promptly notifying Upmetrics if a user credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the Upmetrics services or your account.
  • You may not perform any security penetration tests or security assessment activities without the express advance written consent of Upmetrics.

Third Parties

Security, Privacy and Compliance Information for Upmetrics
Upmetrics is a data processor and engages certain onward subprocessors that may process personal data submitted to Upmetrics’ services by the controller. These subprocessors are listed below, with a description of the service and the location where data is hosted. This list may be updated by Upmetrics from time to time:
  • Amazon Web Services, Inc. Hosting and storage (USA)
  • Freshworks Inc. Handle Support Requests
  • Intercom Inc. As CRM for Upmetrics customer data only
  • Mailjet Email Provider for Upmetrics customer data only
  • ChargeBee, Inc. Subscription provider for Upmetrics customer data only
  • Stripe, Inc. Payment provider for Upmetrics customer data only

Service Level Agreement

This Upmetrics Service Level Agreement ("SLA") accompanies the Upmetrics Subscription Terms of Service, available at https://upmetrics.co/terms-and-policies or a successor URL (the "Agreement") entered into between you ("Customer") and Upmetrics. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.
  • Target Availability. Upmetrics will use commercially reasonable efforts to make each Service available with an uptime of 99% of each calendar month ("Target Availability").
  • Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Upmetrics' reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.
  • Scheduled Maintenance. "Scheduled Maintenance" means Upmetrics' scheduled routine maintenance of the Services for which Upmetrics notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Upmetrics typically performs Scheduled Maintenance once per month.
  • Remedy for Failure to Meet Target Availability. If there is a verified failure of a Service to meet Target Availability in two (2) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Upmetrics will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer's sole and exclusive remedy, and Upmetrics' sole and exclusive liability, for Upmetrics' failure to meet the Target Availability.

Acceptable Use Policy

This Acceptable Use Policy applies to Upmetrics’ (a) websites (including without limitation www.upmetrics.co, app.upmetrics.co, and any successor URLS, mobile or localized versions and related domains and subdomains) and (b) communications and messaging products and services ((a) and (b) collectively, “Services”). To keep the Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:
  • probe, scan, or test the vulnerability of any system or network used with the Services;
  • tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures of the Services or attempt to gain unauthorized access to the Services (or any portion thereof) or related systems, networks or data;
  • modify or disable the Services or use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or related systems, network or data;
  • access or search the Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
  • overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Services that consume extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going far beyond the use parameters for any given Service as described in its corresponding documentation;
  • solicit any users of our Services for commercial purposes;
  • use the Services to generate or send unsolicited communications, advertising or spam, or otherwise cause Upmetrics to become impaired in its ability to send communications on its own or on its customers’ behalf (e.g., by causing Upmetrics to become registered on any Email DNS blacklist or otherwise be denied services by any other third party communications service provider);
  • misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Upmetrics or any third party) or access the Services via another user’s account without their permission;
  • use the Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);
  • use the Services to violate the privacy of others, or to collect or gather other users’ personal information (including account information) from our Services;
  • use the Services to stalk, harass, bully or post threats of violence against others;
  • submit (or post, upload, share or otherwise provide) data, content or other information that (i) infringes Upmetrics’ or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose); (ii) that is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Upmetrics’ discretion; (iii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iv) that could otherwise cause damage to Upmetrics or any third party;
  • promote or advertise products or services other than your own without appropriate authorization;
  • use meta tags or any other “hidden text” including Upmetrics’ or our suppliers’ product names or trademarks; or
  • permit or encourage anyone else to commit any of the actions above.

Without affecting any other remedies available to us, Upmetrics may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Upmetrics (in its sole discretion) determines that a user has violated this Acceptable Use Policy.

15 Day Money Back Guarantee Policy

We offer our 15 Day Money Back Guarantee, which is offered to you under these Terms and Conditions.
  • You must have purchased a Product directly from us.
  • You must contact us on support@upmetrics.co within 15 days of first purchase (Even if you cancel your subscription).
  • Money Back Guarantee does not apply on subsequent recurring payments.
  • You must not have violated any other privacy policy.
You must provide us with the following information to validate your claim.
  • Your name & registered email address;
  • Purchase details;
  • The reason that you’re claiming the Offer.
Any charges that you incur in contacting us about the Offer are your responsibility.
We’re providing you with this Offer because we stand behind our Products and know that they’ll help make your business life easier. But if for some reason our Product is not for you, then you’ll get your money back.
Please note though, that if you haven’t complied with our Product Terms of Use or our Acceptable use policy, or if in our opinion you are trying to obtain benefits from the Offer that you’re not reasonably entitled to, your Offer claim won’t be accepted.

If you have any questions about the Terms of Use, please contact us at info@upmetrics.co