The following words used in these Terms shall have the following meanings:
“Personal Information” shall mean all data and/or information provided by and about Client.
“The website website” shall mean all websites on which The websiteprovides services.
“Client” shall mean all registered Clients of The website.
“Services” shall mean all proprietary software and equipment that is used for tracking, monitoring and reporting of Client’s website usage by Customers, and the data provided to Client by The website.
“Registration Information” shall mean the Personal Information you are required to give to The website in the registration process, in order to access our services.
“Account” shall mean the The website website page(s) where the Personal Information Client has provided is displayed in compliance with Client’s consent and agreement. It further refers to the billing for the services provided by The website. Accounts linked to a single website will have their Page Views aggregated prior to determining the charge the following month.
“Customer Data” means the data that is collected concerning the characteristics and activities of visitors to Client’s website, through use of The website’s proprietary software. Said Customer Data is then forwarded to the The website servers and analyzed, then reported to Client.
“Documentation” means any proprietary documentation made available to Client by The website.
“Page View” is the unit by which we measure the usage of the The website service. A Page View is used when the Client Tracking Code is executed on a web page accessed by a visitor and then processed by The website. A Page View will be charged against Client’s account for each trigger of the Client Tracking Code on the Client’s web page.
“Processing Software” means the proprietary tracking, monitoring and reporting software provided by The website and any all upgrades to it.
“Report” means the resulting analysis created by The website for an individual Profile, based upon the Customer Data obtained from Client’s website.
“Servers” refers to The website’s servers upon which the Processing Software and Customer Data are stored.
“Website” means multiple web pages linked to an Account that utilizes the same Client Tracking Code. Each Client website is made up of a default Profile that tracks all pages on the Client website. Additional Profiles can be established for each Client website in order to evaluate subparts of the website with greater detail.
A. By visiting or logging on to the The website website, you fully accept these Terms.
B. The website may operate, either now or in the future, sub-domains and aliases of these domains, in order to provide additional new and exciting services. All websites on which The website provides products and/or services are hereinafter referred to as the “The website website.”
C. These Terms shall govern the contract relationship between you and The website, irrespective of which The website website you are registered with or logged into, either now formed or created in the future.
III. SERVICES PROVIDED
A. The website website provides superior tracking, monitoring and reporting services for Clients that wish to track visitors to their website(s) and monitor how visitors use their websites.
B. The website may, from time to time, offer other services. Registration and requisite fees are required for our services.
C. Details about the full range and extent of services, options and pricing can be obtained on the The website website located at thewebsite.com.
D. Any use of the services, information and content offered on the The website website beyond the scope of options provided by The website requires prior written consent.
G. Client acknowledges and agrees that it is virtually impossible to achieve continuous, uninterrupted availability of the The website, or any other, website. The website shall nonetheless endeavor to keep The website website available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond The website’ control (e.g. disruptions in communication networks, power failures, equipment failure, etc.), may result in brief disruption or temporary interruption of the services provided on the The website website.
IV. REGISTRATION, REPRESENTATIONS AND WARRANTIES UPON REGISTRATION
A. Clients must register and pay the requisite fees prior to using any of the services that The website provides.
B. Client warrants and represents that all of the data provided by Client for registration is accurate and complete. The Client shall report any changes in the registration data to The website immediately upon such changes.
C. Client shall not use pseudonyms or fictitious names in their registration or profile, except as may be specifically allowed by these Terms.
D. Client shall choose a password upon registration. Client is solely responsible for keeping this password secret and shall not give it out to anyone who may then use it to access Client’s account, profile or the The website website. The website shall not disclose the password to any third party and The website shall not ask for the Client’s password at any time.
E. By completing the registration process and paying the requisite fees, Client agrees with all Terms herein. The website accepts Client’s registration by activating Client’s account for use of services on the The website website.
F. Aside from the registration process, payment information and updates to Client’s account information, The website will never ask for personal information from a Client.
V. BILLING TERMS CLAUSE
A. The website provides a tracking, monitoring and reporting service that involves recurring fees. The website will automatically charge Client’s provided credit card each and every month until Client requests termination of The website’s services in writing.
B. The website will automatically charge Client’s provided credit card the same date each and every month, on the day of the month when Client first registered. For example: If Client signs up on January 24th, their provided credit card will be charged on the 24th of each succeeding month. If Client registers on a day that doesn’t exist in every month (for example, the 31st) they will be billed the next day, and that day (the 1st) will become the day of the month they are subsequently billed. For example, if they sign up on January 31st, there are only 28 (or 29) days in February, so their provided credit card will be debited on March 1st for February. They will then be billed on the 1st of every month going forward.
C. All monthly fees are paid in advance. (For example: If you start service on April 15th your credit card will be debited on or about April 15th, covering fees for April 15th to May 14th. On May 15th, your credit card will be debited for fees for May 15th to June 14th).
D. Due to the resource intensive nature of the The website analytics service, we are unable to offer refunds for any period after the user’s 30 day risk-free trial, including pro-rated refunds. If, for any reason, the Client is unhappy with services provided, they may request a cancellation of their account. The website will cancel the customer’s account upon request only after it has validated the person requesting the cancellation is the primary account holder, and the customer has fully and completely removed the tracking code from their website(s).
VI. OBLIGATIONS OF CLIENT
A. Client agrees to adhere to the following requirements:
To provide only true and non-misleading information in the Client registration and in communications with The website;
To comply with all laws, ordinances, statutes and applicable legislation and to respect all third-party rights. In particular, Client shall not:
Use any insulting or defamatory words, symbols, photographs or other similar content, regardless of whether said content is directed at another Client or The website personnel or other companies or individuals;
Use or post, without authorization, any content protected by law (e.g. copyright, trademark, patent, utility patent, design patent or other intellectual property (IP) laws), or advertise, promote, offer or distribute any goods or services protected by law;
You may not distribute content that:
violates any right of the The website website or any third party;
violates or encourages the violation of any municipal, state, provincial, federal or international law, rule, regulation or ordinance;
interferes with any Client’s uninterrupted use of The website;
uploads or transmits viruses or other harmful, disruptive or destructive files, material or code;
disrupts, interferes with, or otherwise harms or violates the security of The website or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the The website website;
WARNING: ANY VIOLATION OF THESE TERMS THAT INVOLVES CRIMINAL CONDUCT OF ANY KIND WILL BE REFERRED TO LAW ENFORCEMENT AUTHORITIES UPON NOTICE RECEIVED BY The website.
Client is further prohibited from the following activities:
Employing any mechanisms, software or scripts when using the The website website. However, the Client may use the interfaces or software provided by The website within the scope of the services available on the The website website;
Blocking, overwriting, modifying and copying of any contents of the The website website, unless said actions are necessary for the proper use of the services on the The website website. For example, the use of the “Robot/Crawler” search engine technology is not required for proper use of the services, and is therefore prohibited;
Distributing or publicly disclosing the contents of the website of The website or any other Client, without written permission from such party; or
Performing any actions which may impair the operability of The website’s infrastructure, particularly actions which may overload said infrastructure, servers, bandwidth or other equipment or software.
VII. CHANGES TO THE SERVICES
The website, in its sole discretion and without prior notice, reserves the right to modify the services offered on the The website website and/or to offer services different from those offered at the time of the Client’s registration.
VIII. RIGHT TO CANCEL
A. In the event of a valid cancellation, The website will remove all account information and Client profile from the The website website and the Client will be unable to access any services thereafter.
B. Once a Client account is cancelled, they must re-register in order to use the services of the The website website.
C. The website may, without cause and in its sole discretion, terminate the registration of Client for any reason it deems necessary.
IX. GENERAL DISCLAIMERS AND LIMITATIONS OF LIABILITY
A. While The website uses reasonable efforts to include accurate and up-to-date information, The website specifically disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability or operability or availability of information or material displayed on any and all The website websites. The website disclaims any responsibility or liability for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. The website disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material from the The website website.
B. The website’S WEBSITE AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE The website WEBSITE, ARE PROVIDED “AS IS,” WITH NO WARRANTIES EXPRESSED OR IMPLIED. The website EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. The website DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE The website WEBSITE. The website DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE The website WEBSITE. The website DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON, THE The website WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE The website WEBSITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS OR ANY CLIENT CONTRIBUTIONS PROVIDED ON THE The website WEBSITE.
C. CLIENT UNDERSTANDS AND AGREES THAT DOWNLOADING OR OTHERWISE OBTAINING MATERIAL OR DATA THROUGH THE USE OF THE The website WEBSITE IS AT CLIENT’S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
D. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
E. The website IS NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY CLIENTS OR THIRD PARTIES, ACTIONS OF ANY THIRD PARTY OR FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, CLIENT’S COMPUTER EQUIPMENT OR OTHER PROPERTY.
F. UNDER NO CIRCUMSTANCES SHALL The website BE LIABLE TO ANY CLIENT ON ACCOUNT OF THAT CLIENT’S USE OR MISUSE OF, OR RELIANCE ON, THE The website WEBSITE, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF The website HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF, AND RELIANCE ON, THE The website WEBSITE, FROM INABILITY TO USE THE The website WEBSITE OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE The website WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON, THE The website WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE The website WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE The website WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE The website WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE The website WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE The website WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
G. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. PLEASE CHECK WITH YOUR JURISDICTION.
H. The website does not make any warranties or representations regarding any data, content and/or information provided or made available by the The website website or on any external websites linked to it. In particular, The website does not warrant or represent that said data, content and/or information is accurate, or that it fulfills or serves any particular purpose.
I. Client may report any activities of any other Client which violate applicable laws and/or any of the Terms stated herein (including the use of pseudonyms or fictitious names) by sending an email to the Customer Service email address at Support@thewebsite.com.
J. Without limiting the foregoing, under no circumstances shall The website be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Client agrees to indemnify, defend and hold harmless The website, its website and each of its respective advertisers, partners, suppliers, licensors, officers, directors, shareholders, employees, representatives, contractors, agents and sub-licensees, from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) arising from or relating to any allegation regarding:
Client’s use of the The website website or services or reliance upon any data used in reports to Client regarding Customers’ use of Client’s website;
The website’s use of Client information, as long as such use is not inconsistent with these Terms;
information, content or material provided through Client’s IP address, even if not posted by Client; or
any violation of these Terms by Client.
XI. DATA PROTECTION
A. The website recognizes that any data provided by Client to The website is extremely important and The website shall therefore be particularly sensitive in handling such data.
B. Clients are advised that there are inherent security risks in transmitting data, such as emails, credit card or personal information via the Internet because it is impossible to safeguard completely against unauthorized access by third parties. Nevertheless, The website shall do what is reasonable to safeguard your data, subject to this cautionary limitation.
C. In particular, personal information will be transmitted via the Internet only if it does not infringe upon third-party rights, unless the respective party has given prior consent in view of such security risks. Further, when sensitive personal information is transmitted, The website will encrypt it using Secure Socket Layer technology (SSL).
E. The website opposes the use of available contact information by a third-party for sending unsolicited advertisements (SPAM).
F. The website reserves the express right to take legal action against unsolicited mailing or emailing of SPAM and other similar unsolicited advertising materials. The website will report all violators to their respective Internet Service Providers (ISP) as well as the appropriate legal authority.
XI. DATA PROTECTION
A. The website grants a right of use over all content to the The website website to registered Clients. Duplication or the use of such content by Clients or third-parties in other electronic or printed media is prohibited without The website’s express consent.
B. All information, content, services and software displayed on, transmitted through or used in connection with the The website website, is owned by The website.
C. Client may use the Content online only and solely for personal, non-commercial use, and may download or print a single copy of any portion of the Content solely for personal, non-commercial use, provided Client does not remove any trademark, copyright or other notice from such Content.
D. Client may not post, distribute or republish in any way, any portion of the Content to any Internet, Intranet or Extranet website or incorporate the Content in any database, compilation, archive or cache, except as expressly allowed in these Terms.
E. Client may not distribute any Content to others, whether or not for payment or other consideration and may not archive, modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content except as expressly allowed in these Terms.
F. Client may not copy Content without permission from The website. Client agrees not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the The website website. Client may not insert any code or product or manipulate the content of the The website website in any way that affects the Client’s experience, and further, may not use any data mining, data gathering or extraction method on the The website website.
G. Client grants a non-exclusive license to The website to use Client’s name in all marketing and advertising campaigns of The website, as well as on its website. The website may, but is not required, to contact Client when using Client’s name in the manner described in this paragraph.
XIII. ERRORS IN ADVERTISEMENTS
On occasion, a product or service offered by advertisers on the The website website may not be available at the time or at the price as it appears in an advertisement. In such an event, or in the event a product or service is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of availability or error in pricing or product or service information received from our advertisers or suppliers, you agree The website is not responsible for such errors or discrepancies and that Client’s only course of action is to contact the appropriate advertiser.
XIV. ADDITIONAL TERMS
A. These Terms and any modifications thereto must be in writing to be valid. No secondary agreements exist.
B. The website reserves the right to modify these Terms at any time, without providing reasons and without notice to Client. Client is urged to check these Terms frequently in order to determine if they have been modified in any way. If these Terms have been modified and Client continues to Use the The website website, the modified Terms shall be deemed to be accepted by Client.
C. Unless otherwise stated in these Terms, Client may submit all notices to The website using the following Customer Service email address at Support@thewebsite.com.
D. The website may send notices to the Client by email to the address(es) given in the Client’s registration or updated contact data in Client’s account.
E. If any provision of these Terms is, for any reason, invalid and/or unenforceable, as determined in an appropriate Court of proper jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision and shall be interpreted most favorably, when possible, to the benefit of The website.
F. The place of performance and jurisdiction under these Terms shall be main place of business of The website, which is the state of Missouri.
G. These Terms and the contractual relationship shall be governed by the laws of the State of Missouri.
XV. DATA ARCHIVING & DELETION OF DATA
A. Client understands and agrees that The website, without notice, and in order to protect its tracking service and provide accurate data to Client, may delete all data, either current or archived, from the The website servers.
B. Notwithstanding paragraph A, above, Client agrees that The website may delete all tracking, monitoring and reported data that has been stored for two (2) years or more. The website shall not be liable to Client for any deleted data.
XVI. REMOVING CLIENT TRACKING CODE
A. If Client’s account is terminated, either voluntarily or involuntarily, Client agrees to immediately remove The website’s client tracking code from their website. For purposes of this paragraph, ‘immediately’ shall mean within twenty-four (24) hours of cancellation by Client or termination by The website.
B. The website shall cease debiting Client’s credit card for monthly fees upon verification that Vanguard’s client tracking code has been removed from Client’s website. Client may send a verification e-mail to Customer Service at Support@thewebsite.com.
XVII. DISCONTINUATION OF SERVICE
A. The website may modify, suspend, discontinue or restrict the use of any portion of the The website website, including the availability of any services, at any time, without notice or liability.
B. The website may deny access to any Client at any time for any reason. In addition, The website may, at any time, transfer rights and obligations under these Terms to any current or future The website subsidiary or business unit, or any companies or divisions, or any entity that acquires The website or any of its assets.
XVIII. CUSTOMER SERVICE/SUPPORT
All queries by Client regarding these Terms or The website’s services can be emailed to The website at Support@thewebsite.com.
XIX. STATUTE OF LIMITATIONS
Client agrees to file any claim regarding any aspect of this website or these Terms within six (6) months of the time in which the events giving rise to such claim began, or Client agrees to waive such claim. Client also agrees no claim subject to these Terms may be brought as a class action.
XX. SECTION TITLES
The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.
XXI. EFFECTIVE DATE