1. Your relationship with Socialmetrix
1.1 Your use of Socialmetrix’ products, software, services and web sites (referred to collectively as the “Service(s)” in this document and excluding any services provided to you or your employees by Socialmetrix under a separate written agreement) is subject to the terms of a legal agreement between you and Socialmetrix (as defined below in Section 18.1) contained in this document and/or any other document expressly referred to herein. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Socialmetrix, your agreement with Socialmetrix will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with Socialmetrix will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on Socialmetrix website or are otherwise made available to you either within, or through your use of, the Service you subscribe to. Depending on which Services you subscribe to, your agreement with Socialmetrix may also include the terms of any Legal Notices applicable to such Services and/or certain terms specific to the use of such Services, in particular terms related to data collection and use (the “Specific Terms”). Where Specific Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service, or will be provided to you separately, upon your request.
1.4 The Universal Terms, together with any related Specific Terms applicable to your subscription and the Payment Terms, form a legally binding agreement between you and Socialmetrix in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Specific Terms say and what the Universal Terms say, then the Specific Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by (A) clicking to accept or agree to the Terms; where this option is made available to you by Socialmetrix, in the user interface for any Service; or (B) by payment for the Services; or (C) by actually using the Services. In this case, you understand and agree that Socialmetrix will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with Socialmetrix; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the United States of America or other countries including the country in which you are resident or from which you use the Services.
2.4 If you accept the Terms in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms for your records before you continue.
2.5 The Services are provided by Socialmetrix for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website www.socialmetrix.com for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment. The prices are in US dollars and do not include VAT.
2.6 You can pay for the Services by entering credit card information or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (invoicing). If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by Socialmetrix pursuant to the payment conditions specified at checkout. You expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service. You will always be informed about the price modification prior to making the upgrade or changing your subscription.
2.7 Socialmetrix is not responsible for the payment processing provided by any third party, neither to the currency exchange rate used by the payment processing third party.
2.8 Each party will bear responsibility for payment of any taxes applicable to its own income and activities in connection with the Services.
3. Language of the Terms
3.1 The Terms are provided in English. Where Socialmetrix have provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Socialmetrix.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Socialmetrix
4.1 Socialmetrix may have subsidiaries and affiliated legal entities in other countries (“Subsidiaries and Affiliates”). Sometimes, these companies may be providing the Services to you on behalf of Socialmetrix itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you. Where Services are provided by Socialmetrix’ Subsidiaries or Affiliates, Socialmetrix will remain ultimately responsible for the provision of Services hereunder.
4.2 Socialmetrix is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services, which Socialmetrix provides, may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Socialmetrix may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Socialmetrix’ sole discretion, without prior notice to you.
4.4 You acknowledge and agree that if Socialmetrix disables access to your account for non-payment or other material breach of the Terms, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
5. Use of the Services by you
5.1 In order to access certain Services you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to Socialmetrix will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (A) the Terms; and (B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, the Facebook, Twitter, Google, Instagram, rules).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Socialmetrix, unless you have been specifically allowed to do so in a separate agreement with Socialmetrix.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Socialmetrix, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6. You agree that you will not engage in any activity that may amount to the misuse of our Services that seeks to circumvent the Services’ terms. For example, if Socialmetrix provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). Socialmetrix reserves the right to limit the customer’s activity on any of its free Services for any reason and without notice.
5.7 You agree that you are solely responsible for (and that Socialmetrix have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Socialmetrix may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Socialmetrix immediately at email@example.com.
6.4 Socialmetrix uses Facebook Connect for authorization of users. If your Facebook Account is deleted, you are obliged to inform Socialmetrix about this situation. You may no longer be able to access the Services if your Facebook Account is deleted.
7. Privacy and your personal information
7.1. You agree with the fact that Socialmetrix collects personal information when you register or use registration through Facebook Connect for a Socialmetrix Service or otherwise voluntarily provide such information. By accepting the Terms of the Services, you expressly agree that (A) Socialmetrix may use and process all personal information, including any sensitive personal information, that you provide when you register or use registration through Facebook Connect for a Socialmetrix’ Service or otherwise voluntarily provide to us in connection with the Service, for the purpose of providing the Services to you; and that (B) Socialmetrix may use and combine personal information collected from you with information from other Socialmetrix Services to provide a better user experience, including Services that display customized content or advertising of our products or services. If you are an entity, “you” and “your personal data” in the context of this Section 7 includes the personal data of the individual user within your organization who signs for Socialmetrix’ Service through his or her Facebook Connect account on your behalf and you shall ensure that your users are acquainted with, and accept and abide by, these Terms to the extent they apply to them and their personal data.
7.3 You agree that Socialmetrix’ servers may automatically record information when you visit our website or use some of our products, including the URL, IP address, browser type and language, and the date and time of your request; this helps us analyze usage of the system for further improvements and our health metrics. Other information, such as browser and language are gathered by software which we use for site monitoring.
7.4 You agree that Socialmetrix may also share personal information with third parties in limited circumstances, including when complying with legal process, preventing fraud or imminent harm, and ensuring the security of our network and services; provided that in such circumstances Socialmetrix will only share the limited personal information that is required to be shared in the unique situation.
7.5 You agree that Socialmetrix may use personal contact information collected from you to contact you in the future regarding the Services.
7.6 You agree that Socialmetrix may process your personal information, within the scope and for the purposes stipulated in this Section 7, for the entire term of your registration for a Socialmetrix Service. You are entitled to access, update and/or correct your personal information, request blocking, correction, supplementing or permanently erase your personal information if they are incorrect or if you believe that our processing of your personal information is in contradiction with the protection of your private and personal life or in contradiction with the law; in such case, you are also entitled to appeal directly to the relevant Data Protection Authority. You can at any time request information about the processing of your personal information and Socialmetrix will provide such information to you free of charge. You may also revoke your consent with the processing of your personal information at any time; however, in such case Socialmetrix may no longer be able to offer you our Services. In this Section “you” also refers to your individual users if you are an entity.
7.7 With respect to any personal data that you provide us in connection with the Services (if any), you (A) instruct us to process such data, for the term of your legal agreement with Socialmetrix under which you receive the Services, for the purpose of providing the Services to you; this may include troubleshooting aimed at preventing, detecting and repairing problems affecting the operation of the Services and the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam); and (B) authorize us to use such data for the purposes and in the scope described in Section 7.1 through 7.6 above. Socialmetrix has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction. Upon request, Socialmetrix will provide further details about the measures implemented by Socialmetrix and its data service providers. Data collected from you may be transferred to, and stored and processed in, the United States or any other country in which Socialmetrix or its Affiliates or subcontractors maintain facilities. Socialmetrix will procure that if its subcontractors are located in the USA or other country outside the EU or EEA (A) they will, during the term of processing, be and remain certified under the EU and Swiss Safe Harbor programs as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the EU, the EEA, and Switzerland so long as they are maintained by the United States government, or (B) Socialmetrix will implement other appropriate legal mechanism to ensure an adequate level of personal data protection by such subcontractors. Socialmetrix represents that its current third party data service (hosting) provider, Amazon.com, Inc., 410 Terry Avenue, Seattle, WA 98109, and its controlled U.S. subsidiary providing the Service, Amazon Web Services, Inc., has participated in the EU and Swiss Safe Harbor framework since 2003.
7.8 By providing any data (including personal information) to Socialmetrix while using the Services, you declare that you have all necessary consents, permissions or registrations to process the provided data in this way. Socialmetrix is not liable for any misprocessing of data that could occur by your provision of the data to Socialmetrix.
7.9. You acknowledge that apart from any personal information collected from you Socialmetrix may process and utilize any personal information concerning you (or your users if you are an entity) or any third party that you, your users or any such third party have chosen to make public, e.g. through Facebook APIs. The use of such publicly available information is typically governed by the terms applicable to the service or network through which the data were made publicly available and such information may typically be used, accessed by and shared with third parties.
7.10 You agree that Socialmetrix may use aggregated, anonymized data derived from the data provided by you or collected by the program analytics in its own statistics, for auditing, for the purposes of product and market research and analytics (which help Socialmetrix to improve its products and the range of products and to develop new technologies, products and services), benchmarks and other analyses, and to publish them and to share them with third parties outside of Socialmetrix. Socialmetrix will not directly or indirectly transfer any data received from you to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset.
8. Content in the Services
8.1 You understand that all information such as, without limitations, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to Socialmetrix (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by Socialmetrix or by the owners of that Content, in a separate agreement.
8.3 Socialmetrix reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that Socialmetrix have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Socialmetrix or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You shall indemnify and hold Socialmetrix harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by Socialmetrix as a result of or in connection with your breach of any third party’s intellectual property or similar rights.
9. Propietary rights
9.1 You acknowledge and agree that Socialmetrix (or Socialmetrix’ licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Socialmetrix and that you shall not disclose such information without Socialmetrix’ prior written consent.
9.2 Unless you have agreed otherwise in writing with Socialmetrix, nothing in the Terms gives you a right to use any of Socialmetrix’ trade names, trademarks, service marks, logos, domain names and other distinctive brand features. For the avoidance of doubt, if any Service’s deliverables such as reports generated by you through the use of the Service include Socialmetrix trade name, trademark, service mark, logo, domain name or other distinctive Socialmetrix brand features, their use in connection with that report or other deliverable is permitted and Section 9.4 below shall apply.
9.3 Other than the limited license set forth in Sections 7 and 11, Socialmetrix acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (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 Socialmetrix, you agree that you are responsible for protecting and enforcing those rights and that Socialmetrix have no obligation to do so on your behalf.
9.4 You agree not to remove, blur, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by Socialmetrix, you agree that in connection with the Services, you will not use any trade mark, service mark, trade name, logo of any third party company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. Licence from Socialmetrix
10.1 Socialmetrix give you a worldwide, royalty-free, non-assignable and non-exclusive license to use the software made accessible to you by Socialmetrix as part of the Services provided to you by Socialmetrix (referred to as the “Software” below). This license is granted for the term of your Services subscription for the sole purpose of enabling you (designated number of users within your organization) to use and enjoy the benefit of the Services as provided by Socialmetrix, in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software 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 Socialmetrix in writing.
10.3 Unless Socialmetrix has given you specific written permission to do so, you may not assign, or sub-license, or lease your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Content license from you
11.1 You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the Content on or through, the Services, you give Socialmetrix a worldwide, royalty-free, and non-exclusive license for the term of the Services, to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) on social networks any Content which you submit, post or display on or through the Services. The license granted in this Section 11.1 is for the sole purpose of enabling Socialmetrix to display, distribute and promote the Services to you.
11.2 If you provide, as part of your use of Socialmetrix’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that Socialmetrix may use such photograph or other materials for the sole purposes of providing the Services.
11.3 You understand that Socialmetrix, in performing the required technical steps to provide the Services to you, may (A) transmit or distribute your Content over various public networks and in various media; and (B) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Socialmetrix to take these actions.
11.4 You confirm and warrant to Socialmetrix that you have all the rights, power and authority necessary to grant the above license.
12. Ending your relationship with Socialmetrix
12.1 The Terms will continue to apply during the term of your original online subscription specified within the Services and during any renewed (extended) term as specified in Section 12.5 below, or until terminated by either you or Socialmetrix as set out in Section 12.2 below.
12.2 Socialmetrix may at any time, by sending a notice, terminate its legal agreement with you embodied in the Terms if (A) you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) Socialmetrix is required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); or (C) the partner with whom Socialmetrix offered the Services to you or whom Socialmetrix uses or whose cooperation Socialmetrix needs in order to offer the Services to you, has terminated its relationship with Socialmetrix or ceased to offer the Services to you; or (D) Socialmetrix is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Service; or (E) the provision of the Services to you by Socialmetrix is, in Socialmetrix’ opinion, no longer commercially viable.
12.3 Nothing in this Section 12 shall affect Socialmetrix’ rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect your early termination rights under the applicable law.
12.4 If you do not purchase the Services continuously on a monthly “pay as you go” basis, and provided the agreement has not been terminated early either by Socialmetrix or you as stipulated in the previous sections, then the following will apply: Your legal agreement with Socialmetrix embodied in the Terms shall automatically renew (i.e. be extended, repeatedly) for another term corresponding to your original (preceding) subscription term, unless you or Socialmetrix provide notice to the other of (y)our intent to terminate the agreement within the last thirty (30) days before the end of the then current term. You will be notified of the upcoming renewal by email and within the product and may notify Socialmetrix of your intention not to renew by contacting your Account Manager.
12.5 When your legal agreement with Socialmetrix comes to an end, all of the legal rights, obligations and liabilities that you and Socialmetrix have benefited from, been subject to (or which have accrued over time whilst the your legal agreement with Socialmetrix has been in force) and which are expressed to continue indefinitely, shall be unaffected by this termination, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
12.6 Further, you understand and agree that the terms and conditions contained in the Terms (including the Payment Terms) will continue to apply to any renewed (extended) term pursuant to Section 12.4 above, as well as to any other continued use of the Services beyond the pre-paid subscription term, as they applied to the original subscription term, and you undertake to pay for the continued use of the Services in accordance with the Payment Terms. You expressly and irrevocably authorize Socialmetrix to debit your PayPal account or debit your credit card (or the payment mean that the parties agree to use in the future) for the settlement of such Socialmetrix’ consideration.
13. Refund Policy
Socialmetrix do not provide refunds. All amounts due must be paid by Customer to Socialmetrix and shall be non-refundable and shall be payable in full without set-offs or deductions. Discontinuance of a Topic Profile, Social Media Profile, Project, Campaign or removal of a User Account shall not result in an immediate proportional reduction of the Fees.
14. Exclusion of Warranties
14.1 The Services are provided “as is” and Socialmetrix, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.
14.2 In particular, Socialmetrix, its Subsidiaries and Affiliates, and their licensors do not represent or warrant to you that (A) your use of the Services will meet your requirements; (B) your use of the Services will be uninterrupted, timely, secure or free from error; (C) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any Software provided to you as part of the Services will be corrected.
14.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
14.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to and that you cannot contractually agree to alter or waive.
15. Limitation of Liability
15.1 Nothing in these Terms shall exclude or limit Socialmetrix’ liability for losses which may not be lawfully excluded or limited by applicable law.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, SOCIALMETRIX WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THESE TERMS, THE SERVICES, MATERIALS, OR THE FAILURE TO PERFORM OUR OBLIGATIONS.
15.3 Subject to overall provision in Section 14.1 above, Socialmetrix, its Subsidiaries and Affiliates, and their licensors shall not be liable to you for any indirect or consequential losses which may be incurred by you. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by you; (B) loss or damage which may be incurred by you as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which Socialmetrix may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services; (iii) your failure to provide Socialmetrix with accurate account information; (iv) your failure to keep your password or account details secure and confidential.
15.4 The limitations of Socialmetrix’ liability to you in Section 14.3 above shall apply whether or not Socialmetrix has been advised of or should have been aware of the possibility of any such losses arising.
15.5 Socialmetrix’ liability for damage incurred by you as a result of or in connection with the Services shall be limited to direct damages up to the amount you paid to Socialmetrix for the Services giving rise to that liability during the last three months before the occurrence of Socialmetrix’ liability (or amount corresponding to a three-month Service fee, as applicable). Socialmetrix and you agree that this limitation reflects the damage that can be foreseen at the time of conclusion of this legal agreement between you and Socialmetrix, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of Socialmetrix’ obligations under these Terms.
16. Other Content
16.1 The Services may include hyperlinks to other web sites or content or resources. Socialmetrix has no control over any web sites or resources that are provided by companies or persons other than Socialmetrix.
16.2 You acknowledge and agree that Socialmetrix 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.
16.3 You acknowledge and agree that Socialmetrix is not liable for any loss or damage which may be incurred by you 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.
17. Changes to the Terms
17.1 Socialmetrix may make changes to the Universal Terms or Specific Terms from time to time. When these changes are made, Socialmetrix will make a new copy of the Universal Terms available at www.socialmetrix.com/terms-and-conditions and any new Specific Terms will be made available to you from within, or through, the affected Services.
17.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Specific Terms have changed, Socialmetrix will construe your use as acceptance of the updated Universal Terms or Specific Terms.
18. General Legal Terms
18.1 “Socialmetrix” or ”we” means Socialmetrix LLC., with registered office in 160 Greentree Drive, Suite 101, Kent County, Dover, Delaware, 19904, United States Of America. “You” means the entity or individual that is entering in to the legal agreement for the Services with us in a manner anticipated in Section 2.2 above.
18.3 The Terms constitute the whole legal agreement between you and Socialmetrix and govern your use of the Services (excluding any services which Socialmetrix may provide to you, under a separate written agreement), and completely replace any prior agreements between you and Socialmetrix in relation to the Services.
18.4 You agree that Socialmetrix may provide you with notices, including those regarding changes to the Terms, by email, regular mail, to the addresses you provide to Socialmetrix, or postings on the Services website.
18.5 The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s’ rights and that those rights or remedies will still be available to it.
18.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
18.7 The Terms, and your relationship with Socialmetrix under the Terms, shall be governed by the laws applicable in the State of Florida, United States of America, You and Socialmetrix agree to submit to the exclusive jurisdiction of the courts of the United States of America to resolve any legal matters arising from the Terms and the venue of the court of first instance shall be [enter here] as applicable. Notwithstanding this, you agree that Socialmetrix shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
18.8 Socialmetrix reserves the right to opt for the jurisdiction corresponding to your address when this address is in another country or state different than the one provided for in section 18.1 above, being Socialmetrix allowed to apply for all and any injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
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