Terms of Use
Metric Terms of Use Agreement
Last revised on: February 17, 2022
Welcome, and thank you for your interest in Metric, LLC (“Metric,” “Metric,” “we,” “us,” or “our”) and in (i) our solution to measure and analyze environmental, social and governance (ESG) and impact performance indicators, (ii) our website located at www.metric-esg.com, (iii) all technology constituting or used to provide our solution, and (iv) any other associated websites, subdomains, networks, products, apps and services on which a link to this Terms of Use Agreement is displayed (collectively, the “Service”). Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. All such additional terms, guidelines, and rules, including our privacy policy are incorporated by reference into this Agreement.
PLEASE READ THIS TERMS OF USE AGREEMENT (THIS “AGREEMENT”) CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICE IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF, AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (1) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (2) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
IF YOU SUBSCRIBE TO THE SERVICE FOR A TERM (“INITIAL SUBSCRIPTION PERIOD”), THEN THE SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION PERIOD AT METRIC’S THEN-CURRENT RATE FOR SUCH SERVICE UNLESS YOU OPT-OUT OF THE AUTO RENEWAL IN ACCORDANCE WITH SECTION 4.5 (AUTOMATIC RENEWAL) OF THIS AGREEMENT BELOW.
YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT ELIGIBLE (AS DESCRIBED IN SECTION 1.1 BELOW). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.
PLEASE NOTE THAT The Agreement IS subject to change by Metric in its sole discretion at any time. See Section 10.1 of this Agreement for further information about changes to this Agreement. PLEASE REGULARLY CHECK OUR WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. Accounts
1.1 Eligibility. You must be at least eighteen (18) years old to use the Service. By agreeing to this Agreement, you represent and warrant to us that you are at least eighteen (18) years old.
1.2 Account Creation. In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself as prompted in the account registration process. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting info@metric-esg.com to request deletion of your Account. Metric may suspend or terminate your Account in accordance with Section 9.2 or 10.8.
1.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Metric of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Metric will not be liable for any loss or damage arising from any unauthorized use of your Account or your failure to comply with the above requirements.
1.4 Authorized Users. If you are an entity, you will only permit the Service to be accessed by your employees, contractors who you expressly authorize to access the Service ("Authorized Users"), provided that you shall remain liable for all acts and omissions of such users. Authorized Users may be granted Admin status. "Admins" are users who are granted administrative privileges, such as the ability to invite additional users to access the Service, set access levels and control privileges for your other Authorized Users. You are solely responsible for determining which Authorized Users should be granted Admin status and for the level of access and privileges granted to your Authorized Users. You will ensure that Authorized Users' use of the Service is in compliance with the terms of this Agreement and you will be solely responsible for enforcing any of your internal policies regarding its Authorized Users' use of the Service. Additionally, as further described in Section 4.3, you may also be able to purchase a Funded Subscription (as defined below) that allows third parties to create an Account. Such third parties will be required to accept and agree to the terms of this Agreement or a separate agreement with Metric. While you may enable Your Data or Your Content to be shared with or viewed by these third parties, such third parties will not be deemed your Authorized Users under this Agreement.
2. Access to the Service
2.1 Access and Use. Subject to this Agreement, Metric grants you a non-exclusive, revocable, limited, nontransferable, non-assignable, right and license to use and access the Service solely for your internal business use and subject to any use limitations put in place or provided by Metric.
2.2 Certain Restrictions and User Conduct. The Service are made available to you solely for your own internal business use. You shall not, directly or indirectly, and shall not authorize any third party to: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, structure, ideas, algorithms, or associated know-how of the Service, or reconstruct, or discover, any hidden or non-public elements of the Service; (ii) translate, adapt, or modify the Service or any portion thereof; (iii) write or develop any program based upon the Service or any portion thereof; (iv) use the Service in any manner for the purpose of developing, distributing or making accessible products or services that compete with the Service or; (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Service or any rights thereto; (vi) export, sell or distribute any content or portion of the Service or allow access to the Service (or any content or other portion thereof) by any third persons, make the Service available on a service bureau basis, or otherwise access or use the Service for the benefit of a third party; (vii) permit your Account on the Service to be accessed or used by any persons other than your employee personnel; (viii) attempt to engage in or engage in, any potentially harmful acts that are directed against the Service, including but not limited to violating or using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Service or interfering with the use of Service by any other user, host or network; (ix) transmit unlawful, infringing, or harmful Your Content (as defined in Section 3.4) or other data or code that you are not authorized to transmit, either to or from the Service; (x) interfere or attempt to interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service, or violate the regulations, policies or procedures of such networks; (xi) attempt to violate any security features of the Service or gain unauthorized access to the Service (or to other computer Metrics or networks connected to or used together with the Service), whether through password mining or any other means; (xii) alter or remove any trademarks or proprietary notices contained in or on the Service; (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of the Service; (xiv) perform or publish any performance or benchmark tests or analyses relating to the Service; (xv) make any Your Content (as defined in Section 3.4 below) available on or through the Service that infringes, violates or misappropriates any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, indecent, obscene, offensive, or profane; (xvi) make any Your Content (as defined in Section 3.4 below) available on or through the Service that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Metric’s prior written consent, or impersonates any person or entity, including any employee or representative of Metric; (xvii) make available on or through the Service any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Service or any other associated software, firmware, hardware, computer Metric, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Service to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation; or (xviii) otherwise use the Service except as expressly permitted hereunder.
2.3 Updates. You understand that the Service is evolving. You acknowledge and agree that Metric may update the Service with or without notifying you. Additionally, you may need to update third-party software from time to time in order to use the Service.
2.4 Beta Features and Tools. FROM TIME TO TIME, METRIC MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT METRIC’S SOLE DISCRETION.
2.5 Support or Maintenance. You acknowledge and agree that Metric will have no obligation to provide you with any support or maintenance in connection with the Service.
2.6 Metric Communications. By entering into this Agreement or using the Service, you agree to receive communications from us, including via e-mail, text message, phone calls, and push notifications. Communications from us may include but are not limited to: operational communications concerning your Account or the use of the Service and updates concerning new and existing features on the Service.
2.7 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Metric or Metric’s suppliers or licensors. Neither this Agreement (nor your access to or use of the Service) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted by Metric under this Agreement. Metric and all related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Metric and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Service are the property of their respective owners.
3. Data, Content and Feedback
3.1 Performance Data, Anonymized Data and Aggregated Data. You hereby grant Metric a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, irrevocable, right and license to (i) use, reproduce, transmit, modify and make derivative works of Your Content (as defined below) for the purpose of providing the Services to you and your Authorized Users pursuant to this Agreement; (ii) collect, log and analyze all data related to the Service, including all data analytics output generated by the Service (“Performance Data”) and to use such Performance Data to train Metric’s algorithms, to troubleshoot, improve and enhance the Service and for other development, diagnostic, security and corrective purposes; and (iii) collect and de-identify data contained in or derived from Your Content so that it does not identify you or your Authorized Users (“Anonymized Data”), and aggregate such de-identified data with data from other sources (“Aggregated Data”), and use, sell, disclose, transfer, publish, license and otherwise exploit such Anonymized and/or Aggregated Data, including without limitation for the purposes of performing statistical analysis and Metric’s other business purposes. Although Metric has no obligation to monitor your use of the Service, Metric may do so and may prohibit any use of the Service that we believe may be (or is alleged to be) in violation of this Agreement, applicable laws, or any acceptable use policies identified herein. You agree that Metric will have the right, but not the obligation, to collect, access, log, analyze, and otherwise process the Performance Data.
3.2 Your Data. The Service may include features that prompt or allow you (and/or your Authorized Users) to upload, transmit, enter or otherwise provide data related to you, your company or a portfolio company in which you have invested (“Your Data”) to the Service. In the event that you elect to provide Your Data to the Service, you hereby grant Metric a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, irrevocable right and license to collect, access, process, use and reproduce Your Data for the purpose of providing the Service to you. You further agree not to provide, and represent and warrant that any of Your Data or other Your Content (as defined in Section 3.4 below) that is provided to the Service will not contain: (i) any Sensitive Information (as defined below in this Section 3.2); or (ii) any content or material that is otherwise objectionable to us in our sole discretion. As used herein, “Sensitive Information” means (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations; (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (c) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers; (d) financial account numbers; (e) online account credentials; or (f) other information governed by the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act. Your Data does not include data that is independently derived by Metric or obtained by Metric from a third party. You represent and warrant that Your Data is true, accurate and complete and you agree and acknowledge that Metric bears no responsibility or liability for any incomplete, incorrect or misleading data you provide.
3.3 No Obligation to Pre-Screen Data. You acknowledge that Metric has no obligation to pre-screen Your Data or any data provided by users, although we reserve the right in our sole discretion to pre-screen, refuse or remove Your Data. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.
3.4 Your Content. You acknowledge that any data (including Your Data and Performance Data), analyses, content, materials, text, and other materials that are uploaded to or provided to the Service (collectively, “Your Content”) are the sole responsibility of the party from whom such Your Content originated. This means that you and other users of the Service, and not Metric, are responsible for all Your Content that is accessible through the Service. You understand that when using the Service you may be exposed to Your Content from a variety of sources and acknowledge that Your Content may be inaccurate, incomplete, misleading, offensive, indecent or objectionable. You use all Your Content at your own risk, and you agree that Metric will not be responsible for any liability incurred as the result of your use of Your Content. Without limiting the foregoing, you acknowledge that all Your Content is provided for informational purposes only, and that it should not be taken as professional advice. You acknowledge that Metric has no obligation to pre-screen Your Content, although Metric reserves the right in its sole discretion to monitor and review the Service and pre-screen, refuse or remove any Your Content at any time, for any reason or no reason, including if Metric believes it violates this Agreement or is otherwise objectionable. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.
3.5 License to Your Content. Metric does not claim ownership of Your Content. However, when you as a user upload or provide Your Content to the Service, then, subject to any applicable Account settings that you select, you grant Metric a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display such Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users.
3.6 Third Party Data. Metric has no obligation hereunder to obtain any third party data or pay any usage fee therefor. Metric may remove or restrict access to any data made available by Metric, including if doing so may violate applicable law, the source of such data becomes unavailable, or a third party brings or threatens legal action.
3.7 Feedback. If you provide Metric with any feedback, ideas or suggestions regarding the Service (“Feedback”), you hereby grant to Metric a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Metric’s business. You acknowledge and agree that Metric has no obligation with respect to such Feedback and that Metric will treat any Feedback you provide to Metric as non-confidential. You agree that you will not submit to Metric any information or ideas that you consider to be confidential or proprietary.
3.8 Representations and Warranties. You represent and warrant that you will comply with all applicable laws and have all necessary right, title, interest, authorizations, consents and permissions to: (i) access, provide, provide access to, and request Metric access, disclose, or submit any of Your Data, Your Content, and Feedback, as applicable, that you provide, provide access to, disclose, or submit to Metric or the Service, or that you authorize or request Metric to access on your behalf, as applicable; (ii) grant the rights, licenses and permissions granted hereunder with respect to Your Data, other Your Content, and Feedback; and (iii) access and permit Metric to access on your behalf Your Data, as applicable.
3.9 Procedure for Making Claims of Copyright Infringement. It is Metric’s policy to terminate the Account of any user who repeatedly infringes copyright upon prompt notification to Metric by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
4. Fees and Purchase Terms
4.1 Payment. As applicable, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Metric with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“Payment Provider”), or purchase order information, as a condition to signing up for a paid subscription to the Service. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Metric with your credit card number or PayPal account and associated payment information, you agree that Metric is authorized to immediately invoice your Account for all fees and charges due and payable to Metric hereunder and that no additional notice (unless otherwise required by applicable law) or consent is required. You agree to immediately notify Metric of any change in your billing address or the credit card or PayPal account used for payment hereunder. Metric reserves the right at any time to change its prices and billing methods, either immediately upon posting on our website or by e-mail delivery to you.
4.2 Service Subscription Fees. Except as set forth in Section 4.3 or 4.6, you will be responsible for payment of the applicable fee for any Service (each, a “Service Subscription Fee”) at the time you select your subscription package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Service are non-refundable.
4.3 Funded Subscriptions. You may receive a subscription to the Service, or certain features thereof, through an investor, employer or other third party (each a “Funded Subscription”). If you are accessing the Service, or any features thereof, Metric may terminate your account or any features (i) at the direction of the party that purchased the Funded Subscription; or (ii) if the Funded Subscription is terminated or suspended (each a “Termination”). Metric will have no obligation to continue to provide the Service to you immediately upon notice of such Termination. In the event that your Funded Subscription is not renewed by your provider (a “Non-renewal”), Metric will cease to provide the Service or relevant feature to you at the end of the then-current subscription term. You may purchase a separate subscription to continue to access the Service independently of your provider. Metric will have no liability for any deletion or loss of Your Data, Your Content or Performance Data in the event of a Termination or Non-renewal.
4.4 Taxes. The payments required under Section 4.2 of this Agreement do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If Metric determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Metric shall collect such Sales Tax in addition to the payments required under Section 4.2 of this Agreement. If any Service, or payments for any Service, under this Agreement is subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Metric, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Metric for any liability or expense Metric may incur in connection with such Sales Taxes. Upon Metric’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4.5 Withholding Taxes. You agree to make all payments of fees to Metric free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Metric will be your sole responsibility, and you will provide Metric with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
4.6 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with this Agreement. After your Initial Subscription Period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Metric’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Metric that your subscription will be automatically renewed, you will have thirty (30) days from the date of Metric notice), by logging into and going to the “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Metric at info@metric-esg.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current subscription period. By subscribing, you authorize Metric to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Metric does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand and/or (ii) you agree that Metric may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
4.7 Free Trials and Other Promotions. Any free trial or other promotion that provides a user access to the Service must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Metric to have the charges reversed.
4.8 Advertising Revenue. Metric reserves the right to display third-party ads on the Service, and you acknowledge and agree that Metric has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Metric as a result of such advertising).
5. Indemnification. You agree to indemnify and hold Metric and its affiliates, officers, employees, partners, suppliers, licensors and agents (each, a “Metric Party”) harmless, from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your use of the Service in violation of this Agreement; (ii) your violation of applicable laws or regulations or the rights of another party; (iii) Your Content, or (iv) your use of or reliance on any third party Your Content or other information sourced from our users that is hosted on the Service. Metric reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Metric in asserting any available defenses. This provision does not require you to indemnify any of Metric Parties for any unconscionable commercial practice by such Metric Party or for such Metric Party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Metric’s website or any Service or provided hereunder.
6. Third-Party Links & Ads; Third-Party Services; Other Users
6.1 Third-Party Links. The Service may contain links to third-party websites and services, including third party platforms (“Third-Party Links”). Such Third-Party Links are not under the control of Metric, and Metric is not responsible for any Third-Party Links. Metric provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Your use of all Third-Party Links is at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
6.2 Third-Party Service Provider. Metric uses Stripe, Inc. and its affiliates as the third party service provider for payment services (e.g., card acceptance and related services) (a “Third Party Service Provider”). By purchasing the Service, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize the Metric and Stripe to share any information and payment instructions you provide with one or more Third Party Service Provider(s) to the minimum extent required to complete your transactions.
6.3 User Interactions. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact; provided, however, that Metric reserves the right, but has no obligation, to intercede in any user disputes. You agree that Metric will not be responsible for any liability incurred as the result of such interactions and that you interact with other users at your own risk.
6.4 Release. You hereby release and forever discharge Metric (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to any interactions with, or act or omission of, other Service users or any Third-Party Links. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Metric Party or for such Metric Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Metric’s website or any Service provided hereunder.
7. Disclaimers
7.1 As Is. THE SERVICE AND ALL MATERIALS, DATA, USER CONTENT, INFORMATION OR OTHER CONTENT ACCESSIBLE THROUGH ANY OF THE FOREGOING, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE METRIC PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE METRIC PARTIES MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE SERVICE OR THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE SERVICE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE METRIC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICE OR THE RESULTS OR PERFORMANCE DATA DERIVED FROM USING THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM METRIC OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF THE SERVICE.
7.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE METRIC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE METRIC PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE METRIC PARTIES MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. METRIC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.
7.3 YOU ACKNOWLEDGE AND AGREE THAT METRIC IS NOT A HUMAN RESOURCES CONSULTANT, ENVIRONMENTAL PROFESSIONAL, INVESTMENT ADVISOR, FINANCIAL ADVISOR, BROKER, OR FIDUCIARY AS A RESULT OF YOUR USE OF THE SERVICE; (B) ANY INSIGHTS, FORECASTS, AND INFORMATION PROVIDED BY METRIC TO YOU THROUGH THE SERVICE ARE INTENDED TO BE GENERAL IN NATURE AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SUCH INSIGHTS DO NOT CONSTITUTE PROFESSIONAL, HIRING OR FINANCIAL ADVICE, AND YOU SHOULD NOT CONSTRUE ANY SUCH INFORMATION OR OTHER MATERIAL AS LEGAL, TAX, INVESTMENT, FINANCIAL, OR OTHER ADVICE; (C) METRIC MAKES NO PROMISES OR GUARANTEES AND EXPRESSLY DISCLAIMS ANY WARRANTIES RELATED TO ANY SUCH INSIGHTS, FORECASTS, AND INFORMATION OR ANY COURSE OF ACTION TAKEN BASED ON ANY SUCH INSIGHTS, FORECASTS, AND INFORMATION WILL ACHIEVE ANY PARTICULAR RESULT OR DESIRED OUTCOME; (D) YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE AS A RESULT OF YOUR USE OF THE SERVICE AND SHOULD CONSULT WITH YOUR ADVISORS AS NECESSARY PRIOR TO MAKING ANY SUCH DECISIONS, INCLUDING ANY DECISIONS THAT YOU MAY MAKE BASED ON ANY SUCH INSIGHTS, FORECASTS, AND INFORMATION; AND (E) YOU WILL NOT HOLD METRIC, ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON ANY INSIGHTS, FORECASTS, AND INFORMATION OR OTHER CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE.
8. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY METRIC PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA OR REVENUE, DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE , USER CONTENT OR ANY PORTION THEREOF, EVEN IF SUCH METRIC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE, AND ANY USER CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR COMPUTER METRICS, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE METRIC PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN METRIC AND YOU.
THE FOREGOING LIMITATIONS ON LIABILITY AND CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A METRIC PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A METRIC PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A METRIC PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9. Term and Termination.
9.1 Agreement Term. This Agreement commences on the date when you accept this Agreement (as described in the preamble above) and will remain in full force and effect while you use the Service, subject to Section 10.1 below.
9.2 Termination of Service by Metric. Metric will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Service hereunder, to cancel such Service, in which case Metric will refund your Service Subscription Fee (if already paid pursuant to Section 4.1 or 4.2) for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Metric is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Metric has the right to, immediately and without notice, suspend or terminate any Service provided to you. You agree that all terminations for cause shall be made in Metric’s sole discretion and that, except as expressly set forth in this Section 9.2, Metric shall not be liable to you or any third party for any termination of your Account.
9.3 Termination of Service by You. If you want to terminate your Account, you may do so by (a) notifying Metric at any time and (b) closing your Account for the Service. Your notice should be sent, in writing, to Metric’s address set forth below. YOUR SUBSCRIPTION TO THE SERVICE WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 4.5.
9.4 Effect of Termination. Upon termination of your rights under this Agreement, your Account and right to access and use the Service will terminate immediately. Except as expressly set forth in Section 9.2, Metric will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 2.2, 2.7 and 3.5 through 10.
9.5 No Subsequent Registration. If your registration(s) with, or ability to access, the Service is discontinued by Metric due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Service or any Metric community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to the Service to which your access has been terminated. In the event that you violate the immediately preceding sentence, Metric reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
10. General
10.1 Changes. This Agreement is subject to occasional revision. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Service. The changes will be effective immediately for new users of the Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 Notice. Where Metric requires that you provide an e-mail address, you are responsible for providing Metric with your most current e-mail address. In the event that the last e-mail address you provided to Metric is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Metric’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Metric at the following address: info@metric-esg.com.
10.3 International Users. The Service is controlled and offered by Metric from its facilities in the United States of America. Metric makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
10.4 Government Users. The Service is comprised of commercial computer software and commercial computer software documentation. If you are a U.S. Government agency, this Agreement constitutes the entire agreement between the parties and is binding on government users in accordance with the policy stated at Federal Acquisition Regulation (FAR) 48 CFR 12.212 (for non-defense agencies) or Defense FAR Supplement (DFARS) 48 CFR 227.7202 (for defense agencies).
10.5 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Metric, or any products utilizing such data, in violation of the United States export laws or regulations.
10.6 Consumer Complaints. Metric is located at the address in Section 10.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.7 Electronic Communications. The communications between you and Metric use electronic means, whether you use the Service or send us emails, or whether Metric posts notices on the Service or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Metric in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Metric provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.8 Monitoring and Enforcement. Metric reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Your Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for the Metric; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or (e) terminate or suspend your access to all or part of the Service all for any or no reason, including without limitation, any violation of this Agreement.
10.9 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement shall be governed in all respects by California law, excluding any conflict of laws principles that would require the application of the laws of another jurisdiction. You and Metric hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts in the Northern District of California. Your relationship to Metric is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Metric’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Metric may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
10.10 Contact Information:
Metric, LLC
222 West Merchandise Mart Plaza, Suite 1212
Chicago, IL 60654
info@metric-esg.com