Terms and Agreement

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This page (together with any other documents referred to on it) tells you the terms, as updated from time to time, on which you may make use of www.rightmetric.co. Please read them carefully before using this website.

Please note: this page contains both the Terms of Service and the Business Service Agreement.
This Site is operated by RightMetric Digital Ltd. (“we”, “us”, “our”, and RightMetric).

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Website Terms of Service

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This page (together with any other documents referred to on it) tells you the terms of use (“Terms”) on which you may make use of our Site. Please read the Terms carefully before using our Site.

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1. Definitions

In this this document, 

1. “Agreement” means the Business Service Agreement;
2. “Materials” means any works, products, or material published on our Site; 
3. “Site” means www.rightmetric.co, as operated by RightMetric Digital Ltd. (“we”, “us”, “our”, and “Right Metric”);
4. “Terms” means the Website Terms of Service; and “User” means anyone who accesses the Site (“you”, and “your”).

2. Acceptance of Terms

By using any part of our Site, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you will not use our Site.

3. Additional Policies and Agreements

3.1 The following additional terms may also apply to your use of our Site:

1. Our Privacy Policy and Cookie Policy, which sets out information about the provision of personal information by you and how we use it; and
2. Our Business Service Agreement, if you pay to use part or all of our site, and/or are a User of our Services (as defined therein), and/or have an associated Statement of Work with RightMetric.

4. Changes to Terms

We may revise these Terms at any time by posting an update on our Site. Your continued use of our Site after any such changes constitutes your acceptance of the new Terms. Please check these Terms every time you use the Site to ensure you understand the Terms in effect at that time.

5. Changes to Our Site

We may update and change our Site from time to time to reflect changes to our Services, our Users' needs, and our business priorities.

6. Disclaimer and Limitation Of Liability

6.1 You expressly acknowledge and agree that the Site is provided subject to the disclaimers and limitations of liability set out in these Terms, and agree to be bound by them.

6.2 RightMetric relies on the world wide web for the delivery of the Site to Users and, without limiting the foregoing, whilst RightMetric will use reasonable efforts to minimise delays and interruptions in the delivery and/or updating of the Site, RightMetric will not be liable to Users in any manner whatsoever for any consequences of such delay or interruption.

6.3 Every User who visits this Site does so at their own risk. The materials in this Site are provided "as is” and without warranties of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Neither RightMetric, nor any other party involved in the creation, production or delivery of this Site or whose materials or information appear in this Site, will be liable for any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, line failure, technical inaccuracies, typographical errors or the inability to use the materials in this Site – even if there is negligence on RightMetric's part or RightMetric has been advised of the possibility of such damages, or both.

6.4 RightMetric may discontinue the Site, or any part of it, immediately if the provider of the material contained on the Site, or any part of it, withdraws or limits the licence or authority of RightMetric to include such material on the Site.

6.5 The above limitation or exclusion may not apply to you to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages. In that event, RightMetric's total liability to you for all losses, damages, and causes of action in contract or tort will not be greater than the amount you paid to access this Site.

7. Suspension or Withdrawal of the Site

We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

8. Registration on the Site

8.1 To access certain parts of our Site, we may require you to register and provide certain information about yourself. When you register you agree to:

1. provide true, accurate, current, and complete information about yourself as prompted by the relevant registration form; and
2. contact us using the “Contact” section of our Site and/or use the on-site account management options in the event that you wish to update your information.

9. Usage of This Site’s Material

9.1 We are the owner or the licensee of all Materials and intellectual property rights in our Site. The Materials are protected by copyright and other intellectual property laws and treaties around the world. All such rights are reserved.‍

9.2 If you print off, copy, download or use any part of our Site in breach of these Terms, your right to use our Site will cease immediately and you will, at our option, return or destroy any copies of the Materials you have made.‍

9.3 You agree that in using our Site you will only use the Materials on our Site in accordance with the following permitted uses:

1. you may view the Materials on a computer screen and print off only one copy of any page(s) from our Site;
2. you may download extracts of any page(s) from our Site where permission to download and store the Materials is specifically granted in the relevant materials, and that downloading was permitted in accordance with fair practice and only to the extent reasonably required in the circumstances;
3. you may download and store the content on the hard disk of your computer or portable media where permission to download and store Materials is specifically granted, but not make any further transfer or copy of it; and
4. you may only make such other use of the Materials as may be specifically authorised on our Site or within the relevant Materials;

9.4 Specifically, you agree that in using our Site you are not permitted to and will not:

1. distribute, reproduce, modify, store, transfer or in any other way use any of the paper or digital copies of any Materials you have printed off or downloaded (including as part of any database, library, news, information, archive, website or similar service) unless specifically authorised by us or as set out above;
2. disseminate advertisements on our Site or use our Materials for any other commercial purposes (which would include using them to promote or encourage the sale of your goods/services);
3. disseminate any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
4. use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;
5. remove the copyright or trademark notice(s) from our Materials; or
6. scrape, extract, download, upload, sell or offer for sale any of the Material on our Site and you agree not to use, or cause to be used, any computerized or other manual or automated program or mechanism, tool, or process, including any scraper or spider robot, to access, extract, download, scrape, data mine, display, transmit, or publish, any of the material on our Site.

10. Non-Reliance on the Site

10.1 The content on our Site and any related Materials provided to you by us is provided for general information only. It does not amount to any form of advice or recommendation on which you should rely. You will obtain professional or specialist advice before taking, or refraining from, any action, specific investment or other business or personal decisions on the basis of the content on our Site.

10.2 Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date. We cannot be held liable for its accuracy and timeliness, and we are under no obligation to update it. We may however update and make changes to the content on our Site, at any time without notice.

11. Links to Third-Party Sites

11.1 Where our Site contains links to third party websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

11.2 We have not reviewed these third party websites and have no control over the contents or availability of those websites or resources. If you decide to access any of the third party websites linked to our Site, you do so entirely at your own risk.

12. User-generated Content

12.1 Our Site may include information and works uploaded by other Users of our Site. This information and these works have not been verified or approved by us. The views expressed by other Users on our Site do not represent our views or values. We accept no responsibility for any statements, work or other submissions placed on our Site by Users.

12.2 If you wish to complain about information and materials uploaded by other Users please contact us using the “Contact” section of our Site.

13. Losses and Damages

13.1 Nothing in these Terms will operate to exclude or limit our liability to you for death or personal bodily injury caused by us or our employees or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.

13.2 You acknowledge and agree that in using our Site you have not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms.

13.3 Subject to the foregoing, we will not be liable to you for any of the following types of losses, damages, or expenses of any kind arising out of or in connection out of or in connection with the use of our Site;

1. consequential;
2. indirect;
3. special;
4. lost profits;
5. lost revenue;
6. lost sales;
7. anticipated savings; and
8. losses, damages, or expenses arising from loss of data

13.4 Our total aggregate liability to you arising out of or in connection with use of our Site will be limited in aggregate to two hundred ($200) CAD (Canadian Dollars); and we will have no liability to you for any failure or delay in performing an obligation under these Terms because of any event beyond our or our subcontractors’ control.

14. Uploading Content

14.1 Whenever you make use of a feature that allows you to upload content to our Site or to make contact with other Users of our Site, you will comply with these Terms. You warrant that any such contribution does comply with these Terms, and you will be liable to us for any loss or damage that we suffer as a result of your breach of that warranty.

14.2 Any content you upload to our Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but by uploading any content to our Site you grant us and other Users of our Site a limited licence to use, store, and copy that content, and to distribute and make it available to third parties.

14.3 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights or of their right to privacy.

14.4 We have the right to remove any posts you make on our Site if, in our opinion, your post does not comply with these Terms.

14.5 You are solely responsible for securing and backing up your content.

14.6 You will ensure that you do not upload, post or disseminate:

1. any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data;
2. any material which is or may infringe the rights (including intellectual property rights) of any third party or be unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, which may cause annoyance or inconvenience or may restrict or inhibit the use of our Site by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability in any country in the world;
3. any material which does or may bring us or any of our brands or subsidiaries into dispute or in any way damage their reputation; and
4. any link(s) that take Users to material that contravenes any of the above restrictions.

15. Viruses And Fraudulent Access

15.1 We do not guarantee that our Site and any related material provided by us to you will be secure or free from bugs, viruses or other malicious code.

15.2 You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

15.3 You will not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You will not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You will not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under local laws including, but not limited to, the Canadian Criminal Code. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of any such breach, your right to use our Site will cease immediately.

16. Linking to the Site

16.1 You may link to any page of our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You will not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists, or establish a link to our Site in any website that is not owned by you. Our site will not be framed on any other site.

16.2 We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our Site other than that set out above, please contact us using the “Contact” section of our Site.

17. Governing Law

These Terms shall be interpreted and construed in accordance with the laws of the Province of British Columbia. Both the User and RightMetric irrevocably consent to the exclusive jurisdiction of the Courts sitting in Vancouver, British Columbia for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to these Terms.

18. Enforceability

In the event that any provision of these Terms is held to be invalid or unenforceable, the remainder of these Terms will remain valid and enforceable.

19. Headings

The division of these Terms into sections and the insertion of headings are for convenience of reference only and do not affect its construction or interpretation.

20. Notices

Any and all notices required or permitted hereunder shall be sent by certified mail or email, return receipt requested, to the address of the party for which such notice is intended, set forth above and, in the case of RightMetric:
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RightMetric Digital Ltd.
1066-999 W Hastings St
Vancouver, BC
V6C 2W2
hello@rightmetric.co 

Terms of Service

Business Service Agreement

1. Definitions

In this this document,

1. “Deliverables” means any work provided by RightMetric to the Customer beyond the definition of the Services;
2. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications, or right to apply, for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist in the future in any part of the world;
3. “RightMetric” means RightMetric Digital Ltd.;
4. “Site” means www.rightmetric.co, as operated by RightMetric Digital Ltd.;“Terms” means the Website Terms of Service; and“User” means anyone who accesses the Site.
5. “Statement of Work” or “SOW” means the specific services, deliverables, and delivery schedule that are agreed upon between RightMetric and the Customer.
6. “Customer” means any individual, corporation, or other entity that directly or through one or more intermediaries, controls, is controlled by, or is under common control with the Customer, who hires RightMetric for services agreed to in a Statement of Work.
7. “Confidential Information” means any information that is not generally available to the public and that is treated as confidential by the disclosing party, including, without limitation, any software, tools, frameworks, know-how, industry information, strategy or planning, and client-related information disclosed by such party, and any material prepared by the receiving party or its representatives based upon such information; provided that Confidential Information shall not include any information that:
   1. is publicly available other than as a result of the recipient’s breach hereof;
   2. was in the recipient’s possession prior to its receipt hereunder; 
   3. was disclosed to the recipient by a third party not under an obligation not to disclose it; or
   4. is independently developed by the recipient without reference to or use of non-public information received from the disclosing party.
8. “Research Hours” means the pre-purchased hours that the Customer has purchased pursuant to the Statement of Work

‍2. Application‍

This Agreement only applies to Customers who have completed an associated Statement of Work with RightMetric. The Website Terms of Service and Privacy Policy also apply to these Customers. 

3. Services Agreement versus Statement of Work

This Business Service Agreement (the “Agreement”) shall govern the provision of products and services (the “Services”) to the Customer by RightMetric as of the Statement of Work Effective Date (both as designated in the applicable Statement of Work). In the event of any conflict between the terms of any Statement of Work and the terms of this Agreement, the terms of this Agreement shall control.

4. Additional Services and Project Changes

Any services outside the scope of the SOW or changes to previously approved Services requested by the Customer (each, a “Change of Scope Order”) shall be the subject of an additional SOW to be approved in writing by RightMetric and the Customer. Each additional SOW is hereby incorporated herein by this reference.  In the event that a Change of Scope is requested by the Customer, such request will be processed as follows:

1. RightMetric’s Customer point-of-contact will create a Change of Scope Order that documents the relevant information of the change;
2. This Change of Scope Order will be submitted to the Customer and reviewed for approval;
3. RightMetric’s Customer point-of-contact  will incorporate the change(s) into the project schedule (if applicable) for approved Change of Scope Orders, and will communicate the change to the appropriate RightMetric team members;

5. Additional Expenses

The Customer will be notified in advance for pre-approval of any additional expenses in excess of more than ten percent (10%) of those set forth on the SOW.

6. Payment

6.1 The Customer shall pay RightMetric for the Services performed hereunder as set forth in the applicable SOW. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Customer. Unless otherwise agreed in writing as part of the SOW, RightMetric may invoice the Customer for Services and Deliverables in full and in advance.

6.2 All rights of the Customer herein are conditioned on RightMetric’s receipt of full and timely payment. RightMetric may suspend performance of the Services and withhold delivery of Services until payment in full of all amounts due is made. RightMetric shall not be liable for any damages, losses or liabilities that may arise out of RightMetric’s suspension of performance and/or withholding of Services due to the Customer’s non-payment.

6.3 All prices referenced herein are in USD (United States Dollars), otherwise explicitly noted.

6.4 Unless otherwise agreed in writing as part of the SOW, the Customer must pay each undisputed invoice by the date agreed in the SOW, or if no such date has been agreed, within thirty (30) days of the date of the invoice. Late payments are subject to a 2% monthly fee that will be added to the overdue amount.

6.5 On termination of the SOW, any monies owed to RightMetric in relation to the SOW will become due immediately. RightMetric may recover from the Customer any costs incurred in collecting overdue monies from the Customer.

7. Customer Representative

In order to avoid miscommunication and delays, the Customer shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by RightMetric (the “Customer Representative”). The Customer Representative shall be responsible for coordination and review of RightMetric’s Services and notifying RightMetric of the Customer instructions, Change of Scope requests and Change of Scope approvals. The signature or e-mail approval of the Customer Representative shall be final and binding on the Customer. If, after the Customer Representative has approved a Deliverable, the Customer or any authorized person requests a Change of Scope, the Customer shall pay all fees and expenses arising from such Change of Scope as set forth above.

8. Customer Covenants, Representations, and Warranties

8.1 The Customer shall: 

1. provide accurate and complete information, materials, and content to RightMetric as necessary or requested in connection with the Services;
2. pay the fees of RightMetric set out in SOW and abide by the terms of payment set out therein; 
3. provide any passwords, user IDs, URLs, contact information or access required for RightMetric to conduct the Services; and 
4. provide RightMetric with any additional information required to complete the Services contemplated hereunder and in the SOW within a reasonable amount of time. Should the Customer fail to provide information in a timely manner, RightMetric reserves the right to revise any agreed upon deadlines by the same amount as the delay period to ensure that the quality of Services is not sacrificed and to guarantee RightMetric’s performance of its duties, 

(collectively, the “Customer’s Obligations”).

8.2 RightMetric’s ability to perform its obligations under this Agreement may be dependent on the Customer fulfilling the Customer’s Obligations. RightMetric shall not be liable for any costs, charges or losses sustained by the Customer arising directly from any failure of the Customer to fulfill the Customer’s Obligations under this Agreement.

9. Commencement of Services

Services will not commence until a SOW has been executed by the Customer and RightMetric.

10. Third Party Contracts

RightMetric may contract with other individuals or companies, without the prior consent, written or verbal, of the Customer, in order to complete the Services. 

11. Indemnification

11.1 The Customer shall indemnify, defend (at its own cost and expense) and hold RightMetric and its directors, officers, employees, contractors and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Customer. 

11.2 In the event that RightMetric incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against RightMetric based upon or relating to the provision of the Services by RightMetric to the Customer, excluding any claims based on damages alleged to have been intentionally caused by RightMetric, which Services is either approved by the Customer or was based on materials, statements, ideas or instructions from the Customer, the Customer shall indemnify RightMetric and to hold RightMetric harmless from and against any such loss or expense.

12. RightMetric Warranties and Representations

12.1 RightMetric represents and warrants to, and covenants with, the Customer that:

1. RightMetric has the necessary knowledge, experience, and skills to perform the Services;
2. the Services will be performed in a competent and professional manner; and
3. RightMetric and its employees shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, provincial, state, municipal, and local governing bodies, of any country having jurisdiction over the Services or any part thereof.

13. Insurance

RightMetric and the Customer have and shall continue to maintain industry standard insurance at all times while this Agreement is in effect.

14. Liability of RightMetric

RightMetric shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Customer or its contractors, strikes, lockouts, Services slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Customer to timely furnish information or approve or disapprove Services, faulty performance by the Customer or others, including third-party contractors hired by RightMetric or by the Customer, or other events beyond RightMetric’s control. RightMetric shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. RightMetric’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.

15. Confidential Information

Confidential information that relates to the Customer’s or RightMetric’s research, development, data, trade secrets, or business affairs and includes, in the case of RightMetric, concepts presented to, but not selected by, the Customer. It does not include information that is generally known. RightMetric and the Customer shall respect and maintain each other’s Confidential Information and shall use it only to perform their respective obligations hereunder. Confidential Information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.

16. Non-Solicitation

Neither RightMetric or the Customer shall, directly or indirectly, solicit the other’s employees, independent contractors, or consultants or engage them in any work independent to the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter, unless explicitly approved in writing by a signing authority of both Parties.

17. Rights, Ownership, and Usage

17.1 All Intellectual Property Rights in anything RightMetric supplies as part of the Services, Deliverables, or the Site remain its property or the property of their third-party licensors, and will not transfer to the Customer under any circumstance.

17.2 Subject to RightMetric receiving full payment under this Agreement, RightMetric hereby grants to the Customer a nonexclusive, royalty-free, perpetual, revocable, non-assignable, worldwide license to use any content specifically created by RightMetric for the Customer pursuant to this Agreement, except that:

1. RightMetric may use and distribute versions of such content as part of its portfolio for promotional purposes or as part of its Services;
2. RightMetric shall own and retain all rights to any and all concepts, ideas, designs, data visualizations, and proposals and other content and materials which have been presented to the Customer;
3. RightMetric shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, databases, and other source files for front-end deliverables, computer programs, source codes, software, or other backend and background elements, files and features incorporated into or utilized in connection with the Services (collectively, “Background Technology”). Unless the parties agree otherwise, RightMetric shall retain ownership of any and all Background Technology, including any and all associated Intellectual Property Rights. 

18. Disclaimer

RightMetric agrees to make reasonable efforts to present any data provided to the Customer in an organized and accurate fashion, however RightMetric makes no warranties regarding any content or data provided by RightMetric or through the Services, including without limitation the type, quantity or quality of data or content that will be made available. The Services are provided on an “as is” and “as available” basis. RightMetric cannot guarantee that the Service will not contain objectionable content.

19. Incorporation of Website Terms of Service

Where the Customer accesses Services or Deliverables via the Site, such access and use will be governed by the Business Service Agreement in conjunction with the terms of use of the Site (“Website Terms of Service”). In the event of any conflict between the Business Service Agreement and the Website Terms of Service, the Business Service Agreement will prevail and apply.

20. Restrictions on Access to and Usage of the Services

The Customer’s access to and use of the Services is restricted to their employees and individual contractors and is permitted for internal business operations only. The Customer may not designate any other individuals (including employees and individual contractors of their affiliates) as Users without the written approval of RightMetric. The Customer agrees not to permit any third-party to access the Services except as expressly authorized in a separate Third-Party Access Agreement provided by RightMetric. RightMetric will issue usernames and personal passwords to authorize acceptable employees and contractors of the Customer for use of the Services. Each username and User access is unique and the User must keep the password confidential and must not share or permit access to the Services by any other person. The Customer Representative must immediately notify RightMetric of any User who ceases to be an employee or contractor or who is otherwise no longer to be permitted access to the Services for whatever reason and such User’s username and password will be deactivated. The Customer is responsible for ensuring User compliance with this Contract and accepts responsibility and liability for the acts and omissions of their Users.

21. Restriction on Sharing or Altering the Content of the Services

You agree to not share, disclose, re-sell, or otherwise make available any video, presentation, case study, webpage, text, image, audio recording, or any other content (collectively, the “Content”) of our Site or the Services to any third party that is not one of the Users of the Services without our prior written consent. You further agree that you will not, directly or indirectly:‍

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Deliverables except as permitted by applicable law;
2. modify, translate, or create derivative works based on the Services or Deliverables, or incorporate names or likenesses of individuals, locations, structures or other proprietary material referred to in the Services or Deliverables in or on your products, or copy (except for archival purposes), rent, lease, distribute (except as expressly permitted herein), pledge, assign, or otherwise transfer or encumber rights to the Services or Deliverables; 
3. use or access the Services or Deliverables to build or support, and/or assist a third party in building or supporting products or services competitive to us, or use (or permit the use of) the Services or Deliverables to generate any statistical information which is sold or otherwise made available to any third party; 
4. remove any proprietary notices or labels from the Services or Deliverables or use our or any third party’s trade names, trademarks or service marks in or on your products; 
5. use the Services or Deliverables in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Services, the Deliverables or our business; 
6. use the Services to store or transmit computer viruses or other harmful code;
7. interfere with or disrupt the integrity or performance of the Services;
8. frame or mirror any content forming part of the Services, other than on Customer’s own intranet for Customer’s internal business operations as permitted under the Contract; 
9. attempt to gain unauthorized access to the Services or its related systems or networks; or
10. permit direct or indirect access to or use of the Services in any manner that circumvents any restrictions or limitations under the Contract.

22. Disruption to Services

From time to time, we may:

1. temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of any Services or Deliverables without notice;
2. temporarily suspend all or part of any Services or Deliverables for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions;
3. suspend all or part of any Services or Deliverables without notice if we believe that you have breached any part of our Terms or this Agreement.

23. Term and Termination

The term of this Agreement shall be pursuant to the associated Statement of Work. Either party may terminate this Agreement for any reason upon giving 30 days’ prior written notice to the other. Upon termination of this Agreement by the Customer, the Customer shall pay RightMetric, in addition to all of the fees owed to RightMetric pursuant to the terms hereof, the total remaining fees payable to RightMetric hereunder (as specified in the SOW), plus any and all expenses and third-party costs reasonably incurred by RightMetric through the effective date of cancellation. In the event that the Customer terminates this Agreement, RightMetric will not refund any funds or credit any unused Research Hours. At RightMetric’s sole discretion, the Customer’s delay of Services under this Agreement for a cumulative period of more than 30 days without RightMetric’s fault or consent shall be considered a termination of this Agreement by the Customer within the meaning of this section. Termination by the Customer without providing the foregoing notice and cure period shall be considered “termination of this Agreement by the Customer” as described above.

24. Survival

Any terms of this Agreement which, expressly or by their nature, extend beyond the termination of this Agreement, shall survive any expiration or termination of this Agreement.

25. Entire Agreement

This Agreement, the Website Terms of Service, and any associated Statement of Work forms the entire agreement between the Parties, and supersedes all prior written and oral communications and agreements between the RightMetric and the Customer concerning the Services. All changes to this Agreement must be agreed to in writing and signed by both RightMetric and the Customer.

26. Governing Law and Jurisdiction

These Terms shall be interpreted and construed in accordance with the laws of the Province of British Columbia. Both the User and RightMetric irrevocably consent to the exclusive jurisdiction of the Courts sitting in Vancouver, British Columbia for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to these Terms.

27. Enforceability

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain valid and enforceable.

28. Headings

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and do not affect its construction or interpretation.

29. Notices

Any and all notices required or permitted hereunder shall be sent by certified mail or email, return receipt requested, to the address of the party for which such notice is intended, set forth above and, in the case of RightMetric:

RightMetric Digital Ltd.
1066-999 W Hastings St
Vancouver, BC
V6C 2W2
hello@rightmetric.co

30. Advertising and Public Announcements

The Customer grants RightMetric permission to release information with respect to the existence of this Agreement and the Services in its advertising, marketing, public relations and similar publications, including but not limited to, marketing brochures, website, press releases, case studies, or references. Released Information may include, but is not limited to, the User’s name, employer, employer logo, and job title at the time of their Usage.

31. Agreement via Stripe Payment

If applicable, by confirming Customer's RightMetric subscription by initiating a payment via Stripe (stripe.com), the Customer agrees to be bound by RightMetric's Website Terms of Service and Business Service Agreement.

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