Upmetrics Terms of Service
Policies that apply to your account and use of this site.Last revised on October 20, 2021, effective as of October 20, 2021
Welcome to Upmetrics, owned and operated by Codesket LLP.
These Terms of Service are a contract between you and Codesket LLP (referred to in these Terms of Service as “Upmetrics”, “us”, “we” or “our”), the provider of the Upmetrics.co website and the services accessible from the Upmetrics website (which are collectively referred to in these Terms of Service as the “Upmetrics Service” or Just "Upmetrics").
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
To use the Services, you must be 16 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 Registration Information
You must provide a valid permanent email address, along with any other information required by Upmetrics during the registration process. One person or legal entity may not maintain more than one free account.
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.
- 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’ 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).
- You may not use the Upmetrics Service for distributing any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program;
Content and Content Rights
2.1 Content Ownership, Responsibility and Removal
2.2 Rights in Content Granted by Upmetrics
2.3 DMCA / Copyright Policy
Upmetrics respects copyright law and expects its users to do the same. It is Upmetrics’ policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
2.4 Content Disclaimer
You understand that when using Upmetrics you may be exposed to Content from a variety of sources, and that Codesket LLP is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Codesket LLP with respect thereto. Codesket LLP does not endorse any Content or any opinion, recommendation or advice expressed therein, and Codesket LLP expressly disclaims any and all liability in connection with the Content.
Rights and Terms for Upmetrics Applications
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.
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 email@example.com, or (iii) through Upmetrics’ accounts on third-party 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.
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.
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
Links to Third Party Websites or Resources
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.
Governing law and arbitration
14.1 Governing Law.
(a) Agreement to Arbitrate
(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/Rules 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 INR 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 INR 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.
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 INR 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)).
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 Website Visitors
1.2 When You Visit our Websites: You are free to explore the Websites without providing any
Personal Information about yourself. When you visit the Websites or register for the Subscription Service, we
request that you provide Personal Information about yourself, and we collect Navigational Information.
We collect personal information from you when you submit web forms or interact with our Website, for example subscribing to a Upmetrics blog, Educational Resources, signing up for a webinar, Downloading documents or requesting customer support. We also collect personal information when you sign up for a Upmetrics account.
"Personal Information" refers to any information that identifies you personally, including contact information, such as your name, e-mail address, company name, address, phone number, and other information about yourself or your business. Personal Information can also include information about any transactions, both free and paid, that you enter into on the Websites, and information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or information that we acquire from service providers.
Personal Information includes Navigational Information or Payment Information where such information can directly or indirectly identify an individual.
Navigational information refers to information about your computer and your visits to the Websites such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the "Use of Navigation Information" section below.
Payment information includes information we collect and parring it to our third-party payment processor from you when you subscribe to the Subscription Service, including credit card numbers and billing information, using third party PCI-compliant service providers. Except for this, to make sure we do not keep any other Sensitive Information with us.
2. 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:
2.1 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.
3. 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:
3.1 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”).
4. 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:
4.1 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.
“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).
4.2 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 (i.e. CRMs, email marketing services, review collecting services etc.) 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.
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.
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.
Links to Other Sites
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
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.
Upmetrics offers support services for the Service ("Support") in accordance with the following terms:
- Support Hours. Customer support is open Monday through Friday from 9:30am to 7:00pm (Indian Standard Time). After hours? Visit the Help Center for solutions to common problems
- 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
firstname.lastname@example.org. 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.
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.
- 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.
- 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.
- 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
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 https://aws.amazon.com/security for details of AWS security infrastructure.
- Upmetrics uses a backup solution for datastores that contain customer 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.
- 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.
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.
- 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.
- Amazon Web Services, Inc. Hosting and storage (USA)
- Helpscout to 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
- 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
- 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
- You must have purchased a Product directly from us.
- You must contact us on email@example.com within 15 days of first purchase (Even if you cancel your subscription).
- Money Back Guarantee does not apply on subsequent recurring payments.
- Your name & registered email address;
- Purchase details;
- The reason that you’re claiming the Offer.
By participating in the Upmetrics Affiliate Program (“Program”), you agree with the terms and policies set forth in the agreement (“Agreement”) below.
Please read the entire Agreement. It is a legal agreement between you and Upmetrics. By submitting the online application, you are agreeing that you have read and understand the terms and policies of this Agreement, and that, if Upmetrics accepts your application, you agree to be legally responsible for each and every term and policy.
Your participation in the Program is solely for the purpose of legally advertising Upmetrics to receive a commission on products purchased by your referrals.
This Agreement begins when Upmetrics accepts you into the Program and will end when your participation is terminated.
Upmetrics may change the Program or this Agreement at any time without notice. If any change to the Program or the Agreement is unacceptable to you, your only choice is to terminate your participation. Your continuing participation in the Program will constitute your acceptance of any change.
You or Upmetrics may suspend or terminate your participation in the Program at any time for any reason. You are only eligible to earn commissions while you are participating in the Program in accordance with the terms of this Agreement.
Upmetrics will attribute referrals to you based on a tracking code embedded in your affiliate links. When a referral clicks through your affiliate link, we set a cookie that contains your tracking code in the browser. We may also record the IP address of the browser or use similar technology to identify the browser.
When the referral decides to create a subscription at Upmetrics, a script will look for the cookie or use similar technology to identify you and award the commission. Referrals from your affiliate link may make a purchase up to 30 days later and Upmetrics will still award the commission, as long as the cookie is still present in the browser.
Upmetrics reserves the right to refuse service to any referral.
Upmetrics will pay you a commission on the subscription created by your referrals and you will get referral every month till your referred customer uses and pays for upmetrics.co. Referral amount will be calculated as per your referred customer's paid amount to upmetrics.co.
Upmetrics reserves the right to increase or decrease commission rates from time to time as it sees fit.
There is no maximum commission limit.
If a referral ask for refund or if the referral requests a chargeback on the purchase, you will not receive a commission. In such cases, Upmetrics returns all money to the referral, so you must also return your portion of the amount. Because of the return period for all Upmetrics, and because of periodic processing, Upmetrics may hold your commission payout for a period of up to three months.
We normally process payout at the first week of every month. However, we have a money-back guarantee program running. Because of that, your current month referral amount will be added to your payout in the first week of the next to next month. It means your January referral amount will be transferred to you in the first week of March.
In special cases, we can process a refund at any time even after 3-4 months. In those cases, your debt amount will be deducted from new referral transactions.
Upmetrics reserves the right to reverse referrals due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in these terms and policies.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of Program terms and policies, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, you are intentionally vague, or you are found to be lying.
- You are not responsive within a reasonable time period and after multiple attempts to make contact using the information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our website with clear and demonstrable proof.
If any of the above apply, then we reserve the absolute right to suspend you from the Program, reverse referrals, modify payouts, set your commission to 0%, or immediately terminate your participation in the Program.
We know that many violations are a result of automated processes. However, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to address such issues proactively and to adhere to the terms and policies of this Agreement.
The tools and creative assets (collectively "Assets") that Upmetrics provides to you include valuable information vital to the success of the Program, including a tracking code that Upmetrics uses to attribute referrals to you.
Upmetrics grants to you a nonexclusive, nontransferable license ("License") to use Assets as specified under the terms and policies of this Agreement. The term of the License shall expire upon your departure from the Program or termination of this Agreement.
You will use the Assets as Upmetrics instructs:
- You agree that you will not corrupt, modify, or disable the tracking functionality in the Assets.
- You will not alter, add to, subtract from, or otherwise modify the Assets as Upmetrics provides them unless you obtain prior written consent from Upmetrics.
- You may only use the Assets for the purpose of promoting Upmetrics offerings.
- Upmetrics retains all rights, ownership, and interest in the Assets, and in any copyright, trademark, or other intellectual property in the Assets. Nothing in this Agreement shall be construed to grant you any rights, ownership, or interest in the Assets, or in the underlying intellectual property, other than the License to use Assets as granted in this Agreement.
- You will not make any claim to ownership of the Assets, or of the copyright, trademark, or other intellectual property therein.
Under no circumstances shall you send spam related to the Upmetrics affiliate program. Spam is defined as commercial messages in the Federal spam law, CAN-SPAM Act of 2003 (“Act”).
Upmetrics reserves the right to collect, withhold, or cancel any and all compensation related to commercial messages that you send.
You may send transactional or relationship messages as defined in the Act.
Upmetrics permits you to promote offers on Facebook, Twitter, blogs, discussion forums, and other social media following these general guidelines:
- You ARE ALLOWED to post your affiliate links on your own social media and websites.
- You ARE PROHIBITED from posting your affiliate links on the social media and websites of Upmetrics.
You shall not purchase keywords, domain names, advertising, search terms, adwords, or any other identifiers that include the word “Upmetrics,” the names of Upmetrics products or services, or any variations or misspellings thereof.
Specifically, this policy prohibits you from:
- Bidding on “Upmetrics” and any keyword string that includes this term, such as “Upmetrics business plan” or “Upmetrics financial plan” or “Upmetrics coupons” or “Upmetrics promotions”; and
- Purchasing domain names based on “Upmetrics” or variations, such as “upmetricsbusinessplan.com” or “upmetrics.io” or “www.upmetrics-review.org”;
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between you and Upmetrics. You will provide services for Upmetrics as an independent contractor. You will have no authority to bind Upmetrics into any agreement, nor will you be considered an agent of Upmetrics in any respect.
Upmetrics will not be responsible for any taxes that you owe arising out of your relationship with Upmetrics as set forth in this Agreement. Upmetrics will not withhold any taxes from the commissions paid to you.
You shall include a disclosure statement within any and all pages or posts where you use affiliate links in an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that Upmetrics is compensating you for your review or endorsement.
Upmetrics makes no express or implied warranties or representations with respect to the Program.
Upmetrics makes no representation that the operation of the Program will be uninterrupted or error-free, and Upmetrics will not be liable for the consequences of any interruptions or errors.
You represent and warrant the following:
- You have the legal authority to enter into this Agreement and to be bound to the terms and policies set forth in this Agreement.
- Your website does not contain any materials that are:
- Unlawful or solicitous of behavior that is unlawful in the United States, Canada, and India;
- Unlawful or solicitous of behavior that is unlawful in the geographic area from which you operate.
- You have obtained any necessary clearances, licenses, or other permission for any intellectual property used on your website. Nothing on your website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor do you have any reason to believe that any person or entity will bring or threaten such a claim in the future.
- You do not compete with Upmetrics. You are not an employee, agent, or partner with any person or company that competes with Upmetrics. You may be an affiliate with or an independent contractor to persons or companies that compete with Upmetrics.
You will indemnify and hold harmless Upmetrics from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of your warranties set forth above. You will also indemnify and hold harmless Upmetrics for any damage, loss, or other cost arising out of your use or misuse of the Assets.
Any information that you are exposed to by virtue of your relationship with Upmetrics under these terms and policies, which information is not available to the general public, shall be considered to be confidential company information. You may not disclose any confidential company information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Upmetrics.
Upmetrics will not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental, or consequential damages, including costs associated with the procurement of substitute goods or services (whether Upmetrics was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension, or interruption of service, termination of this Agreement, use or misuse of the Assets, or other performance of services under this Agreement.
Guest Post Agreement
This Guest Post Agreement (the “Agreement”) is made and entered between the undersigned independent author, hereafter referred to as “Author,” and Codesket LLP, hereafter referred to as “Company.” The Company operates the websites at upmetrics.co, app.upmetrics.co (the “Sites”). In consideration of the covenants and conditions hereinafter set forth, Company and Author agree as follows:1. POSTS
Author is submitting various writings for Codesket LLP to consider posting to the Sites from time to time (the “Work”), which may include articles, blogs, and other content. Company hereby agrees to consider posting Author’s Work on the Sites or on other sites affiliated with the Company, in exchange for the following rights granted to the Company by Author. It is within the sole and absolute discretion of Codesket LLP as to whether or not it uses or continues to post to the Sites any of the Work, and Company may remove the Author-posted Work from its Sites or other sites affiliated with the Company at any time for any reason without notice.2. RIGHTS TO COMPANY
(a) The Work is being commissioned by the Company on a “work for hire” basis as such term is defined under U.S. and Indian copyright law.
(b) Subject to Section 4 of this agreement, Author hereby irrevocably grants and assigns to the Company, its successors and assigns, all right, title, and interest to the Work and any revised editions and derivative works, including but not limited to the full and exclusive copyright to the Work, and the full and exclusive rights, by itself or with others, throughout the world, to print, publish, republish, distribute, post on websites, and transmit the Work and to prepare, publish, distribute, post on websites, and transmit derivative Works based thereon, in English and in all other languages, in all media of expression now known or later developed, and to license or permit others to do so. The Company’s rights shall include but not be limited to:
- (1) The right to publish and sell the Work in all languages throughout;
- (2) Periodical or newspaper rights prior to or following any book publication, including any syndication rights throughout the world;
- (3) Any and all moral rights associated with the Work;
- (4) Commercial and merchandising rights throughout the world;
- (5) Any and all electronic rights, including but not limited to the rights to post all or any of the Work and derivative work thereof on websites, electronic newsletters, and online services; and
- (6) The right to be the “canonical” source for web publication of the Work.
(c) To the extent any of the materials and writings prepared by Author hereunder do not qualify as “work for hire” under applicable law or are not assignable for any reason, Author hereby irrevocably and unequivocally waives enforcement of all such rights.3. DELIVERY OF WORK
The final text for the Work shall be submitted via the Company’s guest posting platform or other electronic format specified by the Company.4. RIGHTS OF AUTHOR
Author shall have the following rights, and only the following rights, with respect to the Work:
If the Company posts the Work on a website, then Author’s byline will be included as part of the post, together with a short biography of Author and a link to the Author’s website.5. ATTRIBUTION
Author agrees that Company may use, at Company’s sole discretion, Author’s name, likeness, image, and voice in connection with maintaining the posting of or otherwise using the Work and Author shall provide Company with the email address associated with the Author’s Gravatar account, used for hosting Author bio images.
Notwithstanding the foregoing, if the Company uses the Work on sites other than upmetrics.co or app.upmetrics.co, the attribution may, at the discretion of the Company, also include a reference link to the company’s site.6. CHANGES, EDITS, AND COPYRIGHTS
(a) Company shall have the right to edit and delete portions of the Work as it determines in its sole discretion, without any approval from or notice to Author.
(b) Company has the right to add to the pages containing the Work hyperlinks, boxes linking to other articles, products, or services, advertisements, and any other matter determined appropriate by the Company.7. OWNERSHIP OF INFORMATION
Any and all data and information concerning usage and readers of the Work shall be deemed solely owned by the Company. Any use of Company’s name or trademark(s) by Author shall require prior and written authorization from Company.8. POLICIES
Author agrees to comply with all editorial policies of the Company established from time to time by the Company and made available to the Author.9. PAYMENT
Author will not be entitled to any monetary or other compensation unless agreed to under a separate agreement. Author will not be entitled to any portion of revenue if revenues are generated by Author’s Work, or any rights or equity in the Company.10. WARRANTIES
Author represents and warrants that the Work is original; the Work has not previously been published and is not in the public domain.
Author has the right to enter into this Agreement and owns and can convey the rights granted to the Company.
The Work contains no libelous or unlawful material or instructions that may cause harm, damage, or injury.
The Work will not infringe upon or violate any copyright, trademark, trade secret, or other right or the privacy of others.
The Work does not contain any affiliate links or link to link farms.
Statements in the Work asserted as fact are true or based upon generally accepted professional research practices.
Author represents that the Work as provided by Author is professional of a high-grade nature and quality.11. INDEMNITY
Author agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents, shareholders, and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages arising out of, or in connection with any breach of this Agreement by Author.12. RELATIONSHIP OF PARTIES
Author is independent of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company’ sole discretion to cease using Author’s services or posting Author’s Work. Author shall provide the Company with satisfactory proof of independent status if requested.13. MISCELLANEOUS
- (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Gujarat without regard to conflict of law principles.
- (b) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations, and warranties between them respecting the subject matter hereof.
- (c) Amendment. This Agreement may be amended only by a writing signed by Author and by a duly authorized representative of the Company.
- (d) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void, the remainder of this Agreement and such term, provision, covenant, or condition as applied to other persons, places, and circumstances shall remain in full force and effect.
- (e) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Agreement.
- (f) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
- (g) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of any other right, power, or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company.
- (h) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Author, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Author in the event of any breach or threatened breach of any of such provisions by Author, in addition to any other relief (including damages) available to the Company under this Agreement or under law.
- (i) Notices. Any notice, request, consent, or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid or by email, to Author’s residence, or business address or email address, or to the Company’s principal office, as the case may be.
- (j) Disputes. Any controversy, claim, or dispute arising out of or relating to this Agreement or the relationship of the parties, either during the existence of the relationship or afterward, between the parties hereto, their permitted assignees, their affiliates, their attorneys, or agents, shall be resolved solely and exclusively by confidential binding arbitration in Oregon under the commercial arbitration rules of JAMS in effect at the time of the commencement of the arbitration, before one arbitrator. Each party shall bear its own attorney fees and costs and 50% of the arbitrator’s fees and costs. Any claim or dispute arising out of or relating to this Agreement or the relationship of the parties may only be brought on an individual basis and not by a class action or multiple party action.
- (k) Assignment. The engagement of Author is personal and Author may not assign or subcontract any of his rights or obligations hereunder. The rights of the Company hereunder are freely assignable, transferable, and licensable.