Terms of Service

Last Revised: June 6, 2017


Thank you for using Hivemetric. Please read through these Terms of Service and our Privacy Policy carefully, as use of our Service requires you to agree to both.

If you have any questions regarding the Terms, you may contact us by email at [email protected].

Your Agreement with Hivemetric

Your (the “Customer”, “You, or “Your”) use of the Hivemetric LLC (“We”, “Us”, or “Hivemetric”) Service is governed by this agreement (the “Terms”). The “Service” means the services Hivemetric makes available include our web sites (http://www.hivemetric.com), our blog, our API, and any other software, sites, and services offered by Hivemetric in connection to any of those.

In order to use the Hivemetric Services, you must first agree to the Terms. You understand and agree that Hivemetric will treat your use of the Hivemetric Services as acceptance of the Terms from that point onward.

You may not use the Hivemetric Services if you are a person barred from receiving the Hivemetric Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Hivemetric Services. You affirm that you are over the age of 13, as the Hivemetric Services are not intended for children under 13. You affirm that you are a human, as account creation through computer automated methods is strictly not permitted.

We may make changes to the Terms at any time. You may reject the changes made by terminating Your account. You understand and agree that if You use the Service after the date on which the Terms have changed, Hivemetric will treat Your use as acceptance of the updated Terms.

You agree your purchases of Hivemetric Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Hivemetric or any of its affiliates regarding future functionality or features.

Your Account and Use of the Hivemetric Services

You must provide accurate and complete registration information any time You register to use the Hivemetric Services. You are responsible for the security of your passwords and for any use of Your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Hivemetric immediately.

Your use of the Hivemetric Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

You agree not to engage in any activity that interferes with or disrupts the Service. You may not allow multiple people to use the same account or otherwise access the Hivemetric Service in a manner intended to avoid incurring fees.

You may use the Hivemetric Services only to develop and run applications on the Hivemetric infrastructure. You may not access the Hivemetric Services for the purpose of bringing an intellectual property infringement claim against Hivemetric or for the purpose of creating a product or service competitive with the Hivemetric Services.

Service Policies and Privacy

The Service shall be subject to the Privacy Policy for the Service available at https://www.iubenda.com/privacy-policy/8088046 (“Privacy Policy”), which are hereby expressly incorporated into the Terms of Service by reference. You agree to the use of Your data in accordance with the Hivemetric Privacy Policy.

You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Hivemetric.

Fees for Use of the Hivemetric Services

Subject to the Terms, the Hivemetric Services may be provided to you without charge up to certain limits or for a specified “trial” period. Usage over this limit or after the “trial” period requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://www.hivemetric.com/pricing.

For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Hivemetric fees and payment policies, if different. Payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes, levies, or duties imposed by taxing authorities.

You are responsible for paying all such taxes, levies or duties, and all reasonable expenses and attorneys fees Hivemetric incurs collecting late amounts. Charges are solely based on Hivemetric’s measurements of your use of the Hivemetric Services, unless otherwise agreed to in writing.

You acknowledge and agree that any credit card and related billing and payment information that you provide to Hivemetric may be shared by Hivemetric with companies who work on Hivemetric’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Hivemetric and servicing your account. Hivemetric may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Hivemetric shall not be liable for any use or disclosure of such information by such third parties.

Hivemetric reserves the right to discontinue the provision of the Hivemetric Services to you for any late payments.

Hivemetric may change its fees and payment policies for the Hivemetric Services by notifying you at least thirty (30) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Hivemetric may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Hivemetric Services in a manner intended to avoid incurring fees.

Modification and Cancellation of the Hivemetric Services

You acknowledge and agree that the form and nature of the Hivemetric Services which Hivemetric provides may change from time to time without prior notice to you. Changes to the form and nature of the Hivemetric Services will be effective with respect to all versions of the Hivemetric Services; examples of changes to the form and nature of the Hivemetric Services include without limitation changes to fee and payment policies, security patches, added or removed functionality, and other enhancements or restrictions. Hivemetric shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

You may terminate these Terms at any time by canceling your account with Hivemetric. You will not receive any refunds if you cancel your account. If you cancel the service before the end of Your current paid up month, your cancellation will take effect immediately and you will not be charged again.

You agree that Hivemetric, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Hivemetric Services may be without prior notice, and you agree that Hivemetric will not be liable to you or any third party for such termination. You are solely responsible for exporting your Content and Application(s) from the Hivemetric Services prior to termination of your account.

External Content

The Hivemetric Services may include hyperlinks to other web sites or content or resources or email content. Hivemetric may have no control over any web sites or resources which are provided by companies or persons other than Hivemetric.

You acknowledge and agree that Hivemetric is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that Hivemetric is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Content on the Hivemetric Services

You understand that all information and content, including but not limited to data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (collectively, “Content”) to which you may have access as part of, or through your use of, the Hivemetric Services are the sole responsibility of the person from which such content originated. The term Content shall specifically exclude the web application that you create using the Hivemetric Services and any source code written by you to be used with the Hivemetric Services (collectively, “Applications”).

By posting Content on or through the Hivemetric Service, you warrant that the Content is yours and/or you have the right to use it and grant us the rights and license as provided in these Terms. Hivemetric reserves the right (but shall have no obligation) to remove any or all Content from the Hivemetric Services. You agree to immediately take down any Content that violates the terms and use of Hivemetric Services, including pursuant to a take down request from Hivemetric. In the event that you elect not to comply with a request from Hivemetric to take down certain Content, Hivemetric reserves the right to directly take down such Content or to disable Applications.

In the event that you become aware of any violation of the Terms and Policies by an End User of Applications, you shall immediately terminate such end user’s account on your Application. Hivemetric reserves the right to disable Applications in response to a violation or suspected violation.

You agree that you are solely responsible for (and that Hivemetric has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Hivemetric Services and for the consequences of your actions (including any loss or damage which Hivemetric may suffer) by doing so.

You agree that Hivemetric has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

Hivemetric retains the right to use or distribute any “Aggregated Data” generated by customers and users through use of Hivemetric Services. “Aggregated Data” pertains to records that have been stripped of information that could potentially identify Hivemetric Service users, and which have been formatted to provide generalized and anonymous information.

License from Hivemetric and Restrictions

Subject to and conditioned upon your acceptance of these Terms, Hivemetric gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Hivemetric as part of the Hivemetric Services as provided to you by Hivemetric. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Hivemetric Services as provided by Hivemetric, in the manner permitted by the Terms.

You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Hivemetric Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Hivemetric, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Hivemetric Services or any applications running on the Hivemetric Services.

Open source software licenses for components of the Hivemetric Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Hivemetric for the use of the components of the Hivemetric Services released under an open source license.

You may not use the Service in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other users’ use or enjoyment of the Service. You may not attempt to gain unauthorized access to any of the Service, member accounts, or computer systems or networks, through hacking, password mining, or by any other means.

You may not remove any notices of copyright, trademark, or other proprietary rights contained on or accessible through the Hivemetric Service or in any content or other material obtained via the Hivemetric Service. You may not use any robot, website search/retrieval application, or other automated device, process, or means to access, retrieve or index any portion of the Service. You may not attempt to defeat any security or verification measure relating to the Hivemetric Service.

You may not use the Hivemetric Service for commercial purposes not permitted under these Terms. You may not create user accounts through automated means or under false or fraudulent pretenses. You may not provide or use tracking or monitoring functionality, or collect or store personal data pertaining to other users in connection with the prohibited activities described in connection with the Service.

Proprietary Rights

You acknowledge and agree that Hivemetric (or Hivemetric’s licensors) own all legal right, title and interest in and to the Hivemetric Services, including any intellectual property rights which subsist in the Hivemetric Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Hivemetric acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Hivemetric Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Hivemetric, you agree that you are responsible for protecting and enforcing those rights and that Hivemetric has no obligation to do so on your behalf.

License from You

Hivemetric claims no ownership or control over any Content or Application which you create or upload through the Service. You retain copyright and any other rights you already hold in the Content/Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Hivemetric Services you give Hivemetric a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Hivemetric to provide you with the Hivemetric Services. Furthermore, by creating an Application through use of the Hivemetric Services, you give Hivemetric a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Hivemetric to provide you with the Hivemetric Services.

By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Hivemetric Services functionality or features for the sole purpose of collaborating on development of the Application(s).

You may choose to or we may invite you to submit comments or ideas about the Hivemetric Services, including without limitation about how to improve the Hivemetric Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Hivemetric under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

You agree that Hivemetric, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Hivemetric Services.

Integrations

Hivemetric may make available through the Hivemetric Services additional features, functionality, and services offered by its third-party partners (“Integrations”). Your use of Integrations is subject to these Terms.

You acknowledge for each Integration you subscribe to or purchase through the Hivemetric Services, these Terms constitute a binding agreement between you and the third party licensor of that Integration (“the Integration Provider”) only. The Integration Provider of each Integration is solely responsible for that Integration, the content therein, and any claims that you or any other party may have relating to that Integration or your use of that Integration. You acknowledge that Hivemetric is acting as agent for the Integration Provider in providing each such Integration to you; Hivemetric is not a party to the license between you and the Integration Provider with respect to that Integration; and Hivemetric is not responsible for that Integration, the content therein, or any claims that you or any other party may have relating to that Integration or your use of that Integration. You acknowledge and agree that Hivemetric, and Hivemetric’s subsidiaries, are third party beneficiaries of the agreement between you and the Integration Provider for each Integration, and that Hivemetric will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

By subscribing to or purchasing an Integration, you grant Hivemetric permission to share your Application, Content, and user information with the Integration Provider as necessary in order to provide you the Integration.

The license granted to you to use any Integration is personal to you, and is not sublicensable to your End Users. You may not provide or resell Integrations to others.

Disclaimer of Warranties

IF YOU ACCESS THE SERVICE, YOU DO SO AT YOUR OWN RISK. WE PROVIDE THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, HIVEMETRIC MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SERVICE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. HIVEMETRIC DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICE WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL BAREMETRICS, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE.

Exclusion of Warranties

Nothing in these terms, shall exclude or limit Hivemetric’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.

You expressly understand and agree that your use of the Hivemetric service is at your sole risk and that the Hivemetric services are provided “as is” and “as available.”

Hivemetric, its subsidiaries and affiliates, and its licensors make no express warranties and disclaim all implied warranties regarding the Hivemetric services, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, Hivemetric, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (a) your use of the Hivemetric services will meet your requirements, (b) your use of the Hivemetric services will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the Hivemetric services will be accurate.

Limitation of Liability

You expressly understand and agree that Hivemetric, its subsidiaries and affiliates, and its licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or any other intangible loss.

Indemnification

You agree to hold harmless and indemnify Hivemetric, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Hivemetric and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Hivemetric Services, (c) your violation of applicable laws, rules or regulations in connection with the Hivemetric Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Hivemetric will provide you with written notice of such claim, suit or action.

General Legal Terms

The Terms, including the Privacy Policy, constitute the whole legal agreement between you and Hivemetric and govern your use of the Hivemetric Services (but excluding any services which Hivemetric may provide to you under a separate written agreement), and completely replace any prior agreements between you and Hivemetric in relation to the Hivemetric Services.

There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

If Hivemetric provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

You agree that Hivemetric may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Hivemetric Services. By providing Hivemetric your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

You agree that if Hivemetric does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Hivemetric has the benefit of under any applicable law), this will not be taken to be a formal waiver of Hivemetric’s rights and that those rights or remedies will still be available to Hivemetric.

Hivemetric shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Hivemetric Services upon written notice to the assigning party.

This document is an adaptation of the Heroku Terms of Service, which is turn an adaptation of the Google App Engine Terms of Service. The original work has been modified with permission under the Creative Commons Attribution 3.0 License. Neither Heroku, Inc. nor Google, Inc. is connected with and they do not sponsor or endorse Hivemetric or its use of the work.