Metricplans | KPI Management

Subject to the terms and conditions of this Agreement, Metricplans shall provide certain software services (the “Software Services”) and user documentation, if any, provided by Metricplans on the use of Software Services (“Documentation”) to Client and certain individuals or entities that are authorized to use the Software Services (“Authorized Users”).

Metricplans hereby grants Client a limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Software Services and Documentation during the Term (defined below) provided Client complies with the terms and conditions of this Agreement. The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Metricplans, at its sole discretion.

Client will (i) be responsible for its and its Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Client Data (defined below) and means relating to acquisition of the Client Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not remove any proprietary notices or labels on the Software Services; (vii) not license the Software Services if Client (or any of its Authorized Users) is a direct competitor of Metricplans or its affiliated entities for the purposes of monitoring the Software Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Software Services.

All orders placed will be considered final. Fees will be due and payable as set forth on the web site or otherwise conveyed to you during the order process. Fees for any Renewal Term shall be at Metricplans' standard rates, currently in effect, or if applicable, as otherwise set forth on the web site or otherwise conveyed to you by Metricplans. If Client fails to pay in accordance with the payment terms, Metricplans shall be entitled, at its sole discretion, (i) to suspend provision of the Software Services temporarily until Client fulfills its pending obligations or (ii) to terminate this Agreement for breach. Except as otherwise expressly provided herein, fees are non-refundable.

We’ll give you a refund for a prepaid month if we stop providing our Services to you for a reason that’s not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances. We may offer a refund if a Client applies for one based on the requirements posted on the Website.

As long as you’re a Client or have an outstanding balance with us, you’ll provide us with valid credit card information and authorize us to deduct the monthly charges against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and suspend your account until your payment can be processed.

Our charges for monthly plans are posted on our Website and may be changed from time to time. If any part of a month is included after the registration date, then payment is due for the full month. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If you go over your subscription level, then you’ll have to pay at the higher level on or before the next pay date. If the subscription ends before that payment is due, you’ll still be required to make one payment at the higher level.

You or Metricplans may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we’ll refund a prorated portion of your monthly prepayment. We won’t refund or reimburse you if there’s cause, like a violation of these Terms. Once terminated, we may permanently delete your account and all the data associated with it. If you don’t log in to your account for 12 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

Client may, at any time during the Term, upgrade to a different Metricplans account type. The change in account type will take effect immediately. After an upgrade in account type, Client will be billed immediately for the additional fees due under the upgraded account type for the remaining time of the applicable Term. The amount due and owing for the upgraded account type will be reduced by what the amount the Client has already paid for the applicable Term. In regard to a downgraded account type, Client will be billed the fees due for the downgraded account type at the commencement of the Renewal Term.

The ("Term"). Unless terminated earlier in accordance with this Section, this Agreement will begin on the Registration Date and will continue until the end of the period specified by Metricplans and shall be automatically renewed for additional terms of the same duration (“Renewal Term”).

Metricplans agrees that the data and information uploaded by Client (or Authorized Users of Client) that is stored or processed via the Software Services (the “Client Data”) shall be treated as confidential.is not responsible for the failure to store, the loss, or the corruption of Client Data. Client agrees that Metricplans and its affiliated entities will collect and track technical and related information about Client and Client’s use of the Software Services, including Client’s internet protocol address, the hardware and software that Client utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by Metricplans, its affiliated entities, or its agents, and research and development. In the event that Metricplans is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, Metricplans shall take all commercially reasonable steps to provide the Client with prompt notice of any relevant order or basis for disclosure so as to allow Client to take whatever steps it can to object to such compulsory disclosure if Client so chooses.

As used in this Agreement, "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary or (ii) Software Services. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party. The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence; (ii) restrict disclosure of such Confidential Information to those of its employees or agents with a need to know such information and who are bound (i.e., as a condition to their employment or agency) by obligations respecting the protection of confidential information, which are substantially similar to those of this Agreement and which would extend to the disclosing party's Confidential Information; (iii) use such Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information, unless expressly permitted by applicable law without the possibility of contractual waiver or otherwise specified in writing by the disclosing party. The restrictions will not apply to Confidential Information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the receiving party from a third party without such restrictions; (iv) was known to the receiving party, its employees or agents without such restrictions prior to its receipt from the disclosing party; (v) was independently developed by the receiving party without breach of this Agreement; (vi) was generally made available to third parties by the disclosing party without such restriction; or (vii) is required to be disclosed by the receiving party pursuant to judicial order or other compulsion of law, provided that the receiving party will provide to the disclosing party prompt notice of such order and comply with any protective order imposed on such disclosure.

The Software Services are licensed, not sold. Use herein of the word “purchase” in conjunction with licenses of the Software Services shall not imply a transfer of ownership. Except for the limited rights expressly granted by Metricplans to Client, Client acknowledges and agrees that, as between Client and Metricplans, all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) and other proprietary rights, arising out of or relating to the provision of the Software Services belong exclusively to Metricplans, other than the Client Data. Metricplans is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by Client or its Authorized Users relating to the Software Services. All rights not expressly granted under this Agreement are reserved by Metricplans.

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. Metricplans won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims, if applicable, made about the Service in any month will be no more than what you paid us for the Service the month before.

To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use Metricplans for a variety of reasons, we can’t guarantee that it will meet your specific needs.

You agree to indemnify and hold us and our Team harmless from any losses, including attorney fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including attorney fees, that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

We and our Team aren’t responsible for the behavior of any advertisers, linked websites, or other Members.