Last Updated April 01, 2021
BY CLICKING THE “Start Free Trial” OR “Sign Up” BUTTON DISPLAYED ONLINE AS PART OF THE ORDERING PROCESS OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF Esfera Marketing SL (“SEAL Metrics,” “OUR,” OR “WE”) ONLINE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OF SOFTWARE COMPONENTS ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, THE “SERVICE”). YOU WARRANT AND REPRESENT THAT YOU ARE AT LEAST (18) YEARS OF AGE OR OLDER OR YOU MUST IMMEDIATELY STOP USE OF THIS SITE. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND UNCONDITIONALLY AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THE TERMS OF THIS AGREEMENT WILL APPLY EACH TIME YOU ACCESS OUR SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
Subject to the terms of this Agreement, SEAL Metrics will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, and/or use of, the Service will be deemed to be your agreement to abide by this Agreement including any materials available on the SEAL Metrics website incorporated by reference herein, including but not limited to SEAL Metrics’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. SEAL Metrics offers multiple products and editions of its products. This Agreement governs all products and services offered by SEAL Metrics.
1. Privacy & Security; Disclosure
SEAL Metrics reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. You consent to receive communications from us electronically. Non-SEAL Metrics customers who receive communications may ‘opt out’ of receiving future marketing and other communications from SEAL Metrics at firstname.lastname@example.org. SEAL Metrics customers will always receive account related emails. When we modify our privacy and security policies you may be notified of the changes by email and will be required to confirm your consent the next time you access the SEAL Metrics websites (the “Site”) after any changes. If you do not consent to any change in our privacy and security policies as regards the collection and processing of your Personal Data and the change is required to provide you the requested Services or for a legal reason, you agree that your refusal to consent may impair your use our Services or require you to discontinue use of our Services. SEAL Metrics reserves the right to disclose who its customers are, including disclosure on the Site and in its marketing materials. You may opt out of such disclosure at any time.
2. Contributor Disclosure
SEAL Metrics sponsor content may include blog(s), blog posts, notices, advertisements, sidebars, takeaways, embedded videos. (collectively “Contributor Content”) that are written or created by one or more contributors. (“Contributors”). Contributors receive cash compensation and/or other compensation for posting, uploading Contributor Content to the Service. The compensation received may influence Contributor Content uploaded, transmitted, and/or posted to the Service. The views and opinions expressed by any Contributor in Contributor Content on our Service is purely the Contributor’s own.
3. License Grant & Restrictions
SEAL Metrics hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. In the event that your subscription provided for a specific number of Users, your license to use the Service is limited to the specified number of Users. All rights not expressly granted to you are reserved by SEAL Metrics and its licensors. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, SEAL Metrics Technology or the SEAL Metrics Content in any way; (ii) modify or make derivative works based upon the Service, SEAL Metrics Technology or the SEAL Metrics Content; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Service cannot be shared or used by more than one individual unless (and solely to the extent that) the Subscription allows for sharing within your internal organization. Sharing of the Service outside your organization is never allowed. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Subscription are your sole responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another unless the original User no longer requires, and is no longer permitted, access to the Service. You agree to immediately change your password and notify SEAL Metrics of any suspected or unauthorized access associated with your use of the Service or any other breach of security. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or SEAL Metrics’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on SEAL Metrics’s infrastructure. SEAL Metrics shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances. SEAL Metrics reserves the right, in our sole discretion, to deny registration of a user account, prohibit or deny you access to the Site (or any part thereof), with or without prior notice.
4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify SEAL Metrics immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SEAL Metrics immediately and use best efforts to stop immediately any copying or distribution of SEAL Metrics Content or Contributor Content that is known or suspected by you or your Users; (iii) not impersonate another SEAL Metrics user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (vi) not collect, store or transmit Personal Data about individuals or any information that is subject to applicable privacy laws or regulations. You are solely responsible for all text, logos and images (“Customer Content”), all advertisements and any website reachable from the advertisements generated using the Service. You hereby represent, warrant and covenant to SEAL Metrics and its third party suppliers that (i) any Customer Content you provide is and shall be accurate, complete and current, (ii) you have all necessary rights and are fully authorized to publish the Customer Content and create or have created advertisements.
5. Account Information and Data
SEAL Metrics does not own any keyword data, information, performance data, paid search campaigns or material that you submit to the Service in the course of using the Service (collectively, “Customer Data”). You hereby grant SEAL Metrics a worldwide, royalty-free, non-exclusive right during the License Term to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Data for the sole purposes of (i) processing your Customer Data in connection with providing the Service to you, and (ii) storing or hosting the Customer Data in a remote database or on the Site for access by your Users. Your private Customer Data is accessible only to you and persons explicitly authorized by you; data is NOT shared with other customers, or with any other third party; provided that SEAL Metrics reserves the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its offerings as long as such metrics, data and trends do not contain uniquely identifiable Customer Data.
6. Intellectual Property Ownership
SEAL Metrics alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SEAL Metrics Technology, the SEAL Metrics Content and the Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by SEAL Metrics. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the SEAL Metrics Technology or the Intellectual Property Rights owned by SEAL Metrics, Inc. The SEAL Metrics name, the SEAL Metrics logo, domain name, and the product and service names associated with the Service and SEAL Metrics Content are trademarks of SEAL Metrics or third parties, and no right or license is granted to use them hereunder. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site belongs to SEAL Metrics and/or its licensors under applicable copyright law.
7. Subscriptions and Payment
Some portions of our Service are billed on a subscription basis (“Subscription”) You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly basis. You shall pay all fees or charges to your account in accordance with the Subscription and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen Subscription at the fee currently in effect. All payments must be made in advance and amounts owed are payable via automated recurring credit card payment or electronic invoices. You must provide SEAL Metrics with a valid credit card as a condition to signing up for the Service. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. An authorized License Administrator may adjust the Service edition by executing an additional written Order Confirmation or using the web-based customer administration system within the SEAL Metrics product if it applies. Changes to the Service edition will result in an adjustment to your fees, and will be subject to the following: (i) the term for the new fees and new Service edition will be coterminous with the preexisting License Term (either Initial Term or Renewal Term, as the case may be); (ii) Service fees will be the then current, generally applicable license fee; (iii) any fee increase that results from changes made in the middle of a billing month will be charged in full on a prorated basis for the portion of the billing month following such change; and (iv) any fee reduction that results from changes made in the middle of a billing month will be prorated. SEAL Metrics reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of SEAL Metrics, and you agree not to disclose them to any third party.
8. Billing and Renewal
SEAL Metrics charges and collects in advance for use of the Service. SEAL Metrics will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices as mutually agreed upon. The renewal charge will be equal to the Subscription in effect during the prior term, unless SEAL Metrics has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Users in jurisdictions that collect value-add tax (“VAT”) must register as a business to use this Service. By registering in a jurisdiction that requires the collection of VAT, you warrant and represent that you are a business. Upon registration of your account you must provide SEAL Metrics your VAT registration number, and the name and principal address of your business so that we may comply with all VAT invoicing regulations. If you do not provide a valid VAT registration number or otherwise meet the requirements of this provision, SEAL Metrics reserves the right to terminate your account. When asked, you agree to provide SEAL Metrics with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, SEAL Metrics reserves the right to terminate your access to the Service in addition to any other legal remedies. All invoices and payments to SEAL Metrics will be in Euros. If you believe your invoice is incorrect, you must contact SEAL Metrics in writing within forty-five (45) days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit, otherwise any inaccuracy will be deemed waived.
9. Non-Payment and Suspension
In addition to any other rights granted to SEAL Metrics herein, SEAL Metrics reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes more than days delinquent (falls into arrears). You agree and acknowledge that SEAL Metrics has no obligation to retain Customer Data or Customer Content and that such Customer Data and Customer Content may be irretrievably deleted if your account is thirty (30) days or more delinquent.
This Agreement commences on the Start Date which is the day you sign up on SEAL Metrics. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) (each, a “Renewal Term”) at SEAL Metrics’s then current fees, unless either party gives Sufficient Written Notice. “Sufficient Written Notice” will be thirty (30) days prior to the expiration of the Initial Term or applicable Renewal Term, unless otherwise agreed upon. In the event this Agreement expires or is terminated for any reason, you agree to extract your Customer Data and Customer Content from the SEAL Metrics platform prior to the effective date of such expiration or termination. You agree and acknowledge that SEAL Metrics has no obligation to retain the Customer Data or Customer Content, and may delete such Customer Data and Customer Content 30 days after expiration or termination. Upon any expiration or termination of this Agreement, your rights to use any SEAL Metrics URLs shall immediately terminate.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the SEAL Metrics Technology or Service will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, SEAL Metrics, 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.
13. Copyright Policy
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SEAL Metrics represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online SEAL Metrics help documentation (as may be updated from time to time) under normal use and circumstances. In the event the Service fails to perform substantially in accordance with such help documentation, and you promptly notify SEAL Metrics, SEAL Metrics will modify the Service and/or the documentation so that it conforms. The foregoing is your sole and exclusive remedy for SEAL Metrics’s failure to satisfy the foregoing representation. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Disclaimer of Warranties
SEAL Metrics AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SEAL Metrics AND ITS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRIBUTOR(S), LICENSORS, LICENSEES, SERVICE PROVIDERS, AND OTHER AFFILIATES (COLLECTIVELY “ASSOCIATED PARTIES”) DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE 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, LEADS 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. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” 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 SEAL Metrics AND ASSOCIATED PARTIES.
NO OPINION, ADVICE, OR STATEMENT OF SEAL Metrics OR ANY ASSOCIATED PARTY, WHETHER MADE ON THE SERVICE, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED HEREIN. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON SEAL Metrics SERVICE.
13. Limitation of Liability
IN NO EVENT SHALL SEAL Metrics’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE CURRENT SUBSCRIPTION RENEWAL 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 SERVICE, THE SEAL Metrics TECHNOLOGY OR CONTENT, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, 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.YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF SEAL Metrics’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SEAL Metrics SERVICE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SEAL Metrics TECHNOLOGY OR SERVICE, OR OTHER WEBSITE CONTENT OWNED OR CONTROLLED BY SEAL Metrics AND ASSOCIATED PARTIES.
BY ACCESSING THE SEAL Metrics WEBSITE YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF CALIFORNIA CODE § 1542, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
14. Interruption of Service.
We reserve the right to update, modify, suspend, discontinue or close, temporarily or permanently, the Service (or any part thereof) at any time with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Service, we reserve the right at any time, in our sole discretion, to block users from certain IP addresses from accessing the Service.Transactions conducted through the Internet may be subject to interruption, blackout, delay or error. SEAL Metrics shall not be responsible in any way for loss of accuracy or timeliness of any message sent or transaction conducted through this Service arising from or in relation to any malfunctions in communication facilities that are out of the control of SEAL Metrics.
15. Modification to Terms
SEAL Metrics reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
16. Free Trials
In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties by SEAL Metrics, indemnification by SEAL Metrics, payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Further, SEAL Metrics may terminate a free trial at any time and for any reason.
17. Governing Law and Jurisdiction.
All matters relating to the Service and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Spain without giving effect to any choice or conflict of law provision or rule.
18. Limitation on Time to File Claims.
19. Feedback and Suggestions
If you submit feedback, comments, ideas or suggestions (collectively “Suggestions”) about the Service, you acknowledge that such Suggestions are unsolicited and that we may, but have no obligation, to use your Suggestions. You further agree and acknowledge that any use of your Suggestions by us, for any purpose, will be without any liability to us, or payment of any kind to you.
20. Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to hello@SEALMetrics.com.