Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING “I AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF.
This agreement is between Prime Analytics, LLC, a Colorado limited liability company (Prime), and the customer agreeing to these terms (Customer).
ANALYTICS service. This agreement provides Customer access to and usage of an Internet based analytics service as specified on an order and as further outlined at: www.ltvtracker.com (Service). Prime may also perform implementation services under the terms of this agreement.
USE OF SERVICE.
Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between Prime and Customer (Customer Data). Customer grants Prime the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data from as allowed by the export functionality within the Service.
Contractor Access and Usage. Customer may allow its contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors.
Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Prime promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Online Users Guide and applicable law.
Prime Support. Prime must provide customer support for the Service under the terms of Prime’ Customer Support Policy (Support) which is located at www.ltvtracker.com/support, and is incorporated into this agreement for all purposes.
Scripting Code License. Subject to the terms of this agreement, Prime grants Customer a limited, revocable, non-exclusive, non-transferable and non-assignable license to (i) include the Prime-provided code (together with any fixes, updates and upgrades, the Prime Script) in the HTML code for web pages that are properly registered for the Service and owned or operated by Customer, solely for the purposes of accessing and providing information to the Service and accessing information available from the Service with respect to such web pages; and (ii) remotely access the Service to view and download your reports stored within the Service.
Trial. If Customer has registered for a trial use of the Service, Customer may access the Service for the trial period specified by Prime. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.
Warranty. Prime warrants to Customer (i) the functionality or features of the Service may change but will not materially decrease during any paid term; and (ii) that the Support may change but will not materially degrade during any paid term.
Disclaimer.OTHER THAN THE ABOVE WARRANTY, THE SERVICE IS PROVIDED AS IS. Prime disclaims the implied warranties of merchantability, title and fitness for a particular purpose. While Prime takes reasonable physical, technical and administrative measureS to secure the Service, Prime does not guarantEE that the Service cannot be compromised. Customer understands that the Service may not be error free, and use may be interrupted. PRIME IS NOT LIABLE FOR AND DISCLAIMS ANY RESPONSIBILITY REGARDING THE PERFORMANCE OF ANY THIRD PARTY PROVIDER INTEGRATION WITH THE SERIVCE.
Payment. Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. There are no refunds of monthly-prepaid amounts. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Prime’s Confidential Information includes without limitation the Service, its user interface design and layout, and pricing information.
Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Prime Script, and other technologies provided by Prime as part of the Service are the proprietary property of Prime and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Prime. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Prime reserves all rights unless expressly granted in this agreement.
Restrictions. Customer may not (i) sell, resell, rent or lease the Service or Prime Script or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service or Prime Script; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the Prime Script and Documentation; or (vi) access the Service or use the Prime Script to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
Aggregate Data. During and after the term of this agreement, Prime may use non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
TERM and Termination.
Term. This agreement continues until all orders have terminated.
Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
Return of Customer Data.
Within 60-days after termination, upon request Prime will make the Service available for Customer toexport Customer Data as provided in Section 2(a).
After such 60-day period,Prime has no obligation to maintain the Customer Data and may destroy it.
Return Prime Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Prime for any unpaid amounts, and destroy or return all property of Prime. Upon Prime’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
Suspension for Violations of Law. Prime may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Prime will attempt to contact Customer in advance.
Exclusion of indirect Damages. Prime is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.
total limit on Liability. Prime’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability.
Defense of Third Party Claims. Prime will defend or settle any third party claim against Customer to the extent that such claim alleges that Prime technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies Prime of the claim in writing, cooperates with Prime in the defense, and allows Prime to solely control the defense or settlement of the claim. Costs. Prime will pay infringement claim defense costs incurred as part of its obligations above, and Prime negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Prime may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Prime determines that none of these are reasonably available, then Prime may terminate the Service and refund any prepaid and unused fees. Exclusions. Prime has no obligation for any claim arising from: Prime’s compliance with Customer’s specifications; A combination of the Service with other technology where the infringement would not occur but for the combination; Use of Customer Data; or Technology not provided by Prime. This section contains Customer’s exclusive remedies and Prime’s sole liability for intellectual property infringement claims.
GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Colorado (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Jefferson County, CO, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
Independent Contractors. The parties are independent contractors with respect to each other.
Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
No Additional Terms. Prime rejects additional or conflicting terms of any Customer form-purchasing document.
Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
Feedback. By submitting ideas, suggestions or feedback to Prime regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; andCustomer hereby grants Prime an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
Free Account. If you sign up for a free account for any purpose, including but not limited to having an affiliate partner promote your product, we will share some of your data anonymously. This is limited to revenue generated by your promotion so that your affiliates can better track their true revenue and customer lifetime value.