Verified Data Terms of Service

These Verified Data Terms of Service (this “Agreement“) are entered into by Advanced Web Metrics Ltd (“AWM“) and the entity executing this Agreement (“Customer“). This Agreement governs Customer’s use of the standard Verified Data service (the “Service“). BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORISED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:

Contents:

  1. Definitions
  2. Use of Service and Permission to Crawl
  3. Fees and Payment
  4. Professional Services and Support
  5. Data and Security
  6. Term and Termination
  7. Confidentiality
  8. Information Rights
  9. Indemnification
  10. Third Parties
  11. Disclaimer of Warranties
  12. Limitation of Liability
  13. Proprietary Rights Notice
  14. Modifications to Policies
  15. Miscellaneous

1. Definitions

Account” refers to the billing account for the Service. All Child Accounts linked to a single Account will have their usage aggregated before determining the charge for the Service for that Account.

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control of a party.

Audit Data” means the data Customer collects, processes or stores using the Service concerning the characteristics and activities of a Google Analytics setup and its reports.

Child Account” refers to a sub-account created and managed by an Account. For example a third party, such as a digital marketing agency, who is the owner of an Account and who subsequently creates Child Accounts for the specific clients they manage.

Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

Configuration” means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Configuration could be established to view a small portion of a web site as a unique Report. There can be multiple Configurations established for a single web site.

Documentation” means any accompanying documentation made available to Customer by AWM for use with the Processing Software, including any documentation available online.

Processing Software” means the Verified Data server-side software and any upgrades, which analyzes the Audit Data and generates the Reports.

Report” means the resulting audit analysis shown at audit.verified-data.com for a Website.

Servers” means the servers controlled by Verified Data (or its wholly owned subsidiaries) on which the Processing Software and Audit Data are stored.

Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Service, but shall not include the provision of training or professional services.

Third Party” means any authorised third party (i) to which Customer provide access to Customer’s Account or (ii) for which Customer uses the Service to collect information on the third party’s behalf. An example third party is a digital marketing agency.

Web Crawl” means a program that systematically browses a website in order to create an index of data.

The words “include” and “including” mean “including but not limited to.

2. Use of Service and Permission to Crawl

2.1. USE OF SERVICE. Subject to the terms and conditions of this Agreement, (a) AWM grants Customer a limited, revocable, non-exclusive, non-sublicensable license to use the Service on Customer’s websites or authorised Third Party’s websites; and (b) Customer may remotely access, view and download Customer’s Reports stored at verified-data.com. Customer will not (and Customer will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which Customer are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports.

2.2. PERMISSION. The Customer warrants to AWM that it has the legal right to disclose all Google Analytics data that it does in fact disclose to AWM under or in connection with this Agreement, and that the processing of that data by AWM for the Service in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998). In addition, Customer warrants to AWM that it has the legal right to perform a Web Crawl on all websites listed within Customer’s Account and that Customer has gained approval from a responsible person of such websites that the Service will attempt to Web Crawl all pages at regular intervals (Customer should seek to whitelist the Service Web Crawl software on the website firewall).

2.3 GOOGLE TERMS. Customer will adhere to the Google Analytics Terms of Service (available at https://www.google.com/intl/en/analytics/tos.html). Customer’s access to and use of any Google advertising service is subject to the applicable terms between Customer and Google regarding that service.

2.4. RESTRICTIONS ON USE. Customer will not use data labelled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. Customer will comply with all applicable laws and regulations in Customer’s use of and access to the Documentation, Software, Service and Reports.

2.5. SUBSIDIARY USE. A Subsidiary may receive the Service provided under Customer’s Agreement so long as such entity remains a wholly owned subsidiary of Customer and provided that Customer will be liable for the acts and omissions of such Subsidiary to the extent any of such Subsidiary’s acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability under, the Agreement.

3. Fees and Payment

3.1. FIXED PERIOD. With the proviso of Section 15.5, fees are confirmed for the 12 month duration of this Agreement, commencing from the creation date of the Account. Any changes to fees or payment policies are effective upon Customer’s acceptance of those changes.

3.2. INVOICES. AWM shall issue invoices for the fees to the Customer in advance of the period to which they relate. Customer must pay the fees to AWM within the period of 30 days following the issue of an invoice, providing that the fees must in all cases be paid before the commencement of the period to which they relate.

3.3. NON-PAYMENT. If the Customer does not pay any amount properly due to AWM under this Agreement, AWM may suspend or terminate Service as a breach of this Agreement as per Section 6.

3.4. VAT. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to AWM.

3.5. TERMINATION. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys’ fees) incurred by AWM will be included in the amount owed.

4. Professional Services and Support

4.1. SELF SERVICE. The Service is provided “as-is”. That is, as a self-service Service. The provision of Service excludes any professional services, for example: training; website tracking evaluation; Service setup or customisation; Report interpretation; consultation; changes to Google Analytics configuration; modification of Customer or Third Party website pages. If required, the provision of any professional services will need to be covered by a separate agreement.

4.2. AVAILABILITY. Excluding scheduled maintenance periods and the use of any beta features, AWM will use commercially reasonable efforts to ensure the Service is available.

5. Data and Security

5.1. AUDIT DATA. AWM may only use and disclose Audit Data (i) as Service statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify Customer, (ii) to provide the Service and enforce its rights under the Agreement and (iii) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Customer and using commercially reasonable efforts to provide Customer with the opportunity to seek a protective order or the equivalent (at Customer’s expense)).

5.2. GOOGLE ANALYTICS ACCESS. Service access to Customer’s Google Analytics account information and data is granted only when Customer authorises it. This happens after a Customer’s successful login into their Google Analytics account and consenting to authorised access to the Service. The login process happens on Google’s servers and AWM does not store or have access to Customer’s Google Analytics login details. A Customer can revoke the Service authorisation at any time by visiting this URL and removing access to Verified Data (the Service).

5.3. ACCOUNT SECURITY. Customer will protect Customer’s passwords and take full responsibility for Customer’s own, and third party, use of Customer’s accounts. Customer is solely responsible for any and all activities that occur under Customer’s Account. Customer will notify AWM immediately upon learning of any unauthorised use of Customer’s Account or any other breach of security.

5.4. DATA SECURITY. AWM will (i) use current industry-standard security measures in connection with its provision of Services and (ii) promptly notify Customer of any breach of AWM security resulting in unauthorised access to Audit Data.

5.5. THIRD PARTIES. If Customer uses the Service on behalf of a Third Party or a Third Party otherwise uses the Service through Customer’s Account, whether or not Customer is authorised by AWM to do so, then Customer represents and warrants that (a) Customer is authorised to act on behalf of, and bind to the Agreement, the Third Party to all obligations that Customer has under the Agreement, (b) AWM may share with the Third Party any Audit Data that is specific to the Third Party’s websites, and (c) Customer will not disclose Third Party’s Audit Data to any other party without the Third Party’s consent. For clarity, only Subsidiaries are authorised Third Parties under the Agreement.

6. Term and Termination

6.1. TERM. The Service will be provided for the initial term of 12 (twelve) months unless earlier terminated under Section 6.2 of the Agreement. The Agreement will automatically renew for additional one-year periods unless either party provides written notice to the other party, at least 60 days before the expiration of the then-current term, of its intention not to renew the Agreement.

6.2. TERMINATION FOR BREACH. AWM may suspend performance or terminate the Agreement if: (a) Customer is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) Customer ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) Customer is in material breach of these Agreement more than two times even if the breaches were cured.

6.3. TERMINATION FOR BREACH. AWM may terminate the Agreement immediately upon written notice to the Customer if AWM reasonably determines that it is impracticable to continue to provide the Service in light of applicable law.

6.4. EFFECT OF TERMINATION. Upon any termination or expiration of the Agreement, AWM will stop providing the Service. In the event of any termination or expiration (a) Customer will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) all of Customer’s historical Report data will no longer be available to Customer; and (d) for clarity, Customer will not be permitted to export Audit Data (except as the then-standard Service permits).

7. Confidentiality

Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Unless otherwise notified by Customer, AWM may use Customer’s brand features (e.g., name and logo) in marketing the Service.

8. Information Rights

AWM and its wholly owned subsidiaries may retain and use, subject to the terms of its privacy policy (located at verified-data.com/privacy), information collected in Customer’s use of the Service. AWM will not share Customer’s Audit Data or any Third Party’s Audit Data with any third parties unless AWM (i) has Customer’s consent for any Audit Data or any Third Party’s consent for the Third Party’s Audit Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Audit Data is reasonably necessary to protect the rights, property or safety of AWM, its users or the public; or (iii) provides Audit Data in certain limited circumstances to third parties to carry out tasks on AWM’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by AWM. When this is done, it is subject to agreements that oblige those parties to process Audit Data only on AWM’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

9. Indemnification

To the extent permitted by applicable law, Customer will indemnify, hold harmless and defend AWM and its wholly owned subsidiaries, at Customer’s expense, from any and all third-party claims, actions, proceedings, and suits brought against AWM or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by AWM or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Customer’s breach of any term or condition of this Agreement, (ii) Customer’s use of the Service, (iii) Customer’s violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by Customer concerning any aspect of the Service, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Customer’s use of the Service, the Software or Reports; (vi) violations of Customer’s obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. AWM will provide Customer with written notice of any claim, suit or action from which Customer must indemnify AWM. Customer will cooperate as fully as reasonably required in the defence of any claim. AWM reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by Customer.

10. Third Parties

If Customer uses the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Customer’s Account, whether or not Customer are authorised by AWM to do so, then Customer represent and warrant that (a) Customer are authorised to act on behalf of, and bind to this Agreement, the Third Party to all obligations that Customer has under this Agreement, (b) AWM may share with the Third Party any Audit Data that is specific to the Third Party’s Properties, and (c) Customer will not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.

11. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, AWM MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

12. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, AWM WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF AWM OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. AWM (AND ITS WHOLLY OWNED SUBSIDIARIES’ TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED €500 (EUROS).

13. Proprietary Rights Notice

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of AWM (and its wholly owned subsidiaries). All rights in and to the Software not expressly granted to Customer in this Agreement are reserved and retained by AWM and its licensors without restriction, including, AWM’s (and its wholly owned subsidiaries’) right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, Customer agrees not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of AWM; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with AWM (or its wholly owned subsidiaries) other than in the name of AWM (or its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

Customer is not required to provide Feedback; however, if Customer provides any materials, feedback, requests, questions, comments, test results or ideas to AWM regarding the Service, including suggesting or recommending changes, features, functionality or improvements to the Service (“Feedback”), then AWM may use the Feedback for any purposes without obligation or compensation to Customer. Customer grants to AWM and its affiliates and successors a paid-up, royalty-free, irrevocable, perpetual, non-exclusive, sublicensable, transferable, worldwide license to make, use, sell, offer for sale, import, export the whole or a component of, copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise exploit the Feedback for any purpose; provided, however, that AWM does not disclose Feedback to third parties in a manner that would identify or reasonably be expected to identify Customer without Customer’s prior written consent.

14. Modifications to Policies

AWM may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. Customer should look at the terms regularly. AWM will post notice of modifications to these terms at www.verified-data.com. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted.

15. Miscellaneous

15.1. NOTICES. All notices to AWM must be in writing and sent to: Advanced Web Metrics Limited, 1st Floor Premier House 46 Victoria Road Burgess Hill West Sussex RH15 9LR, United Kingdom, with a copy to auditor@verified-data.com (if notice is via email). Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.

15.2. ASSIGNMENT. Customer may not assign or transfer any part of the Agreement without the written consent of AWM, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of the Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

15.3. CHANGE OF CONTROL. Upon Customer’s change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) Customer will provide written notice to AWM within 30 days after the change of control; and (b) AWM may immediately terminate the Agreement any time between the change of control and 30 days after it receives the written notice in subsection (a).

15.4. FORCE MAJEURE. AWM will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

15.5. AWM’s intent is to fix all Customer fees on a 12 month basis. However, AWM may change its fees and payment policies for the Service from time to time due to the addition of costs for accessing or importing of data from Google Analytics, search engines, or other fees charged by Google or its wholly-owned subsidiaries for the inclusion of data in the Service. The changes to the fees or payment policies are effective upon Customer’s acceptance of those changes.

15.6. NO WAIVER. Failure to enforce any provision of the Agreement will not constitute a waiver.

15.7. SEVERABILITY. If any provision of the Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.

15.8. NO AGENCY. The parties are independent contractors, and the Agreement does not create an agency, partnership or joint venture.

15.9. NO THIRD-PARTY BENEFICIARIES. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party..

15.10. EQUITABLE RELIEF. Nothing in the Agreement will limit AWM’s ability to seek equitable relief.

15.11. GOVERNING LAW. The Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning the Agreement or its subject matter or formation.

15.12. AMENDMENTS. Any amendment must be in writing and expressly state that it is amending the Agreement.

15.13. SURVIVAL. Notwithstanding termination or expiration of the Agreement, any provisions of the Agreement that by their nature are intended to survive, will survive termination.

15.14. ENTIRE AGREEMENT. The Agreement, and all documents referenced in the Agreement, are the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

Last Updated: June-2017