1. ACCEPTANCE OF TERMS
Use of this site and any of its services shall be deemed agreement to the terms set below including links to other parts of the Site. If you do not agree to these terms, please exit the Site.
2. NO UNLAWFUL OR PROHIBITED USE
By using our Sites, you warrant to us that you will not use our Sites, or any of the content obtained from our Sites, for any purpose that is unlawful or prohibited by these Terms. If you violate any of these Terms, your permission to use our Sites automatically terminates. In addition, we reserve all rights to take action in case of breach. We make no representation that the Site is appropriate or available for use in other locations. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of any country. Any diversion of the Content contrary to law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.
3. DESCRIPTION OF SERVICES
We mainly provide access to information via its website allocationmetrics.com and its related sites collectively referred to as ‘Site or Service.
4. LICENSE GRANT & RESTRICTIONS
We hereby grant you a non-exclusive, non-transferable, worldwide right to use the Site, , subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by us. You may not access the Service with the intent to copy or reproduce any part or function of the site except with our prior written consent.
5. NO RESALE OF SERVICE
You agree not to sell, resell, or offer for any commercial purposes, any portion of the Sites, use of the Sites, or access to the Sites.
ALLOCATIONMETRICS LIMITED or a third party may provide links to other websites. ALLOCATIONMETRICS LIMITED exercises no control whatsoever over such other websites
and web-based resources and is not responsible or liable for the availability thereof or the Content, advertising, products or other materials thereon. ALLOCATIONMETRICS LIMITED shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of linked websites, including information, material, products and services therein, is solely at your own risk. The ALLOCATIONMETRICS LIMITED Sites’ Privacy Statement is applicable only when you are on a ALLOCATIONMETRICS LIMITED Site. Once you choose to link to another website, you should read that website’s privacy statement before disclosing any personal information.
7. ACCESS TO PROTECTED AREAS
Access to protected areas is granted on a case by case basis. User IDs are issued to individual users and shall not be shared or used by more than one user unless specifically noted as Group IDYou shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
8. YOUR RESPONSIBILITIES
You are responsible for all activity occurring under your UserID and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with
your use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate or try to gain access to another person’s user id.
9. ACCOUNT INFORMATION AND DATA
ALLOCATIONMETRICS LIMITED does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not
ALLOCATIONMETRICS LIMITED, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ALLOCATIONMETRICS LIMITED shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. ALLOCATIONMETRICS LIMITED reserves the right to withhold, remove and/or discard Customer Data without notice for any breach. Upon termination for cause, your right to access the site immediately ceases.
10. INTELLECTUAL PROPERTY OWNERSHIP
ALLOCATIONMETRICS LIMITED alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Site, the Content and Services provided and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service unless expressly granted to you in writing by ALLOCATIONMETRICS LIMITED. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site or the Intellectual Property Rights owned by ALLOCATIONMETRICS LIMITED.
The ALLOCATIONMETRICS LIMITED name, the ALLOCATIONMETRICS LIMITED logo, and the names associated with the Site are trademarks of ALLOCATIONMETRICS LIMITED
or third parties, and no right or license is granted to use them.
You or ALLOCATIONMETRICS LIMITED may terminate this Agreement at any time for any reason, with or without cause, upon thirty days’ written notice. ALLOCATIONMETRICS
LIMITED may suspend performance under or terminate this Agreement and cease transmission of data associated with You immediately and without notice: if ALLOCATIONMETRICS LIMITED, in its sole discretion, deems that you have breached any part of this Agreement, including, without limitation, any warranty or obligation set forth in the Agreement, You further agree that in the event that ALLOCATIONMETRICS LIMITED believes, in its sole discretion, that you have breached any provision(s) of this Agreement, or any of its subparts, that ALLOCATIONMETRICS LIMITED may without any liability to you, and in addition to any other remedies, erase or purge your data and materials related to you without prior notice to you. You agree and acknowledge that ALLOCATIONMETRICS LIMITED has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is closed. You agree and acknowledge that ALLOCATIONMETRICS LIMITED has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is closed.
11. TERMINATION FOR CAUSE
Any unauthorized use of the Service will be deemed a material breach of this Agreement.
ALLOCATIONMETRICS LIMITED, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
You agree and acknowledge that ALLOCATIONMETRICS LIMITED has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement and such breach has not been cured within 5 days of notice of such breach.
12. REPRESENTATIONS & WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that you have not intent of breaching the Terms of this Agreement.
13. MUTUAL INDEMNIFICATION
You shall indemnify and hold ALLOCATIONMETRICS LIMITED, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ALLOCATIONMETRICS LIMITED (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ALLOCATIONMETRICS LIMITED of all liability and such settlement does not affect ALLOCATIONMETRICS LIMITED’s operations); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
ALLOCATIONMETRICS LIMITED shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Site directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ALLOCATIONMETRICS LIMITED of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ALLOCATIONMETRICS LIMITED; provided that you (a) promptly give written notice of the claim to ALLOCATIONMETRICS LIMITED; (b) give ALLOCATIONMETRICS LIMITED sole control of the defense and settlement of the claim (provided that ALLOCATIONMETRICS LIMITED may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ALLOCATIONMETRICS
LIMITED all available information and assistance; and (d) have not compromised or settled such claim. ALLOCATIONMETRICS LIMITED shall have no indemnification obligation, and you shall indemnify ALLOCATIONMETRICS LIMITED pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).
14. DISCLAIMER OF WARRANTIES
ALLOCATIONMETRICS LIMITED MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY,
TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ALLOCATIONMETRICS LIMITED DOES NOT REPRESENT OR WARRANT
THAT (A) THE USE OF THE SITE AND SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY
OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE
ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE
SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED
TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ALLOCATIONMETRICS LIMITED.
ALLOCATIONMETRICS LIMITED makes no warranty whatsoever to you, express or implied, regarding the security of the site, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through this service.
15. INTERNET DELAYS
ALLOCATIONMETRICS LIMITED’s SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS. ALLOCATIONMETRICS LIMITED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
THIS COMMUNICATION IS NOT A RECOMMENDATION OF, OR AN OFFER TO SELL OR BUY, THE SECURITIES OR ANY OTHER PRODUCT OR SERVICE DESCRIBED
HEREIN. No liability is accepted for any loss of whatsoever nature arising from the use of information on this site or any site linked to.
The fact that ALLOCATIONMETRICS LIMITED has made the data and services provided on this Web site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on this Web site is suitable or appropriate for you. Many of the products described on this Web site involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and has independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, attorney, and tax and accounting advisors concerning any contemplated transactions.
17. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE
TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS
OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SITE, INCLUDING BUT NOT
LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE, ANY INTERRUPTION, INACCURACY,
ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. ADDITIONAL RIGHTS
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
ALLOCATIONMETRICS LIMITED may give notice by means of a general notice on the Site, electronic mail to your e-mail address on record, or by written communication sent by first class mail or pre-paid post to your address on record. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ALLOCATIONMETRICS LIMITED (such notice shall be deemed given when received by ALLOCATIONMETRICS LIMITED) at any time by any of the following: letter letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ALLOCATIONMETRICS LIMITED at one of the addresses on the contact us page.
20. MODIFICATION TO TERMS
ALLOCATIONMETRICS LIMITED reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Site at any time, effective upon posting of an
updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
21. ASSIGNMENT; CHANGE IN CONTROL
This Agreement may not be assigned by you without the prior written approval of ALLOCATIONMETRICS LIMITED but may be assigned without your consent by
ALLOCATIONMETRICS LIMITED to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
The Terms constitute the entire agreement between each user and ALLOCATIONMETRICS LIMITED and govern each user’s use of ALLOCATIONMETRICS LIMITED Sites, superseding any prior agreements. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services, third party content or third party software.
The Terms and the relationship between each user and ALLOCATIONMETRICS LIMITED shall be governed by the laws of the State of Delaware and controlling federal law without
regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the Wilmington, Delaware. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
quarter); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the
Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to us.