Terms and Conditions

Thank you for choosing Metrikal, Inc’s services. This Terms and Conditions (“Agreement”) is signed between Metrikal, Inc., a Company incorporated under the laws of Delaware, USA (“Company”, “METRIKAL” or “Us”) and users (“User/s”, “You” or “Your”). This Agreement shall be effective (i) when You start using the services of METRIKAL or (ii) when You sign in from www.metrikal.io or access Applications. Please read all herein articles and provisions carefully. When You accept the terms of this Agreement or start using our services, you agree, declare and undertake (i) that you have read and understood the articles of this Agreement, (ii) that you fully understand, and be bound by the all provisions. In the event that the work and transactions specified in this Agreement are restricted, prohibited or otherwise regulated under your local law, You are solely liable to your local authorities for benefiting from our services. The Company shall not be liable for your actions which may classify as unlawful under your local law.

1.DEFINITIONS

Agreement

means this Terms and Conditions including any other schedules, supplements, statements of work, exhibits or appendices thereto, whether attached or incorporated by reference

Applications

www.metrikal.io and all access platforms (desktop and mobile applications)

Data Destination

means a destination to which User Data is exported from the Service

Data Source

means a digital source from which User Data is imported to be used in the Service such as App Store Connect, Google Play Developer Console, Apple Search Ads, Mobile Action

Intellectual Property Rights

All worldwide Intellectual Property Rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, and moral rights, whether registered or unregistered.

Order

means the written order METRIKAL provides to the User containing the pricing, subscription period, Data Sources and Data Destinations, and other specific terms and conditions applicable to the Service

Service/s

means the Metrikal software as a service when the User has signed up for using it at Metrikal’s website (subject to payment or for use during a free trial), including upgrades and updates thereto made available to the You pursuant to the Agreement

Services Fee

Means the monthly subscription fee and all the additional fees charged by the Company

Stripe

A payment service provider company, titled as “Stripe, Inc.”

2.SERVICES

2.1. Subject to the terms this Agreement, Company will use commercially reasonable efforts to provide User the Services mentioned in the Order the User receives during the Term of this Agreement.

2.2. METRIKAL provides the User a non-exclusive, non-transferable, non-sublicensable right to remotely access and use the Service solely for User’s own internal business purposes. If User is a Media Agency, User may use the Service to provide services to its designated clients, subject to the restrictions in Article 2.3. Any charges from a Data Source owner, shall be the responsibility of the User.

2.3. User is not entitled to do any of the following:

a) sublicense, license, sell, lease rent or otherwise make the Service available to a third party;

b) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto;

c) share non-public Service features or content with any third party;

d) if the User is a media agency, directly or indirectly, export data to a User’s Data Destination;

e) copy any ideas, features, functions or graphics of the Service or translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service;

f) infringe the intellectual property rights of any entity or person;

g) interfere with or disrupt the METRIKAL software or METRIKAL systems used to provide or host the Service, or other equipment or networks connected to the Service;

h) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service; or

i) use the Service in a way that does not comply with applicable law.

2.4. Service can be modified by METRIKAL at any time, including restricting the number of subaccounts. However, METRIKAL shall not materially diminish, reduce or eliminate any of the core functionalities of the Service during the term of the Service. User shall not be entitled to any functionality that is beyond the scope of an Order. In the event that METRIKAL has materially diminished, reduced or eliminated any core functionality in the Service and no equivalent functionality is otherwise made available to the User, then User may terminate the Agreement in accordance with Article 17.

2.5. Subject to the terms hereof, Company will provide User with reasonable technical support services.

2.6. Company may update, change, discontinue, or deprecate the Services, or change or remove features or functionality of the Services from time to time. If Company changes the Services in a manner that adversely reduces the functionality of the Services, Company will inform User via the email address associated with the account.

2.7. METRIKAL shall provide the setup services and support which may reasonably be required by the User. The setup service and support shall follow reasonable market practice.

2.8. METRIKAL may suspend User’s access to the Service without prior notice if User fails to pay the fees when due.

2.9. You may not use the Company Services if you are a person barred from receiving the Company Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Company Services. You affirm that you are over the age of 13, as the Company Services are not intended for children under 13.

3.REPRESENTATION AND WARRANTY

With agreeing on the terms and provisions of this Agreement, Users represent and warrant the Company that User is lawfully able to enter into an agreement and use the services. If a User is signing this Agreement on behalf of an entity, the individual accepting this Agreement represents and warrants to the Company that User has the authority to bind the entity to this Agreement and agrees on the entity’s behalf to be bound by this Agreement.

4.REGISTRATION

4.1. For using the Services, You need to register to the Applications with your e-mail address and password. After the registration, You will have access to your dashboard. For using the Services, You may need to give additional personal information regarding the billing of the Service Fee and security of the Applications. For details of the requested personal information please read our Privacy Policy carefully.

4.2. Users agree and accept that all personal information that has been provided is correct and it will be updated in case of any change of this information. Users are solely responsible for protecting their accounts with strong passwords and keep the security of their accounts.

5.THIRD-PARTY RIGHTS

5.1. Unless otherwise specified under this Agreement, Users shall be solely responsible for their use of the Services. METRIKAL is not a party of any dispute which shall arise from the User’s misbehavior to this provision. Users shall undertake, accept and declare that their Content does not infringe any third-party’s rights and they further guarantee that they will remove any content that constitutes any infringement.

5.2. The Service or third parties may provide, applications, resources, and links to other accessible sites. Since METRIKAL has no control over such sites, applications, and resources, Users are acknowledged, and they agree that METRIKAL is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Users further agree that METRIKAL, directly or indirectly, shall not be responsible or liable for any damage or loss caused, or alleged to be caused by, or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

5.3. You represent and warrant that User does not and will not violate any third-party rights, including, without limitation, any Intellectual Property Rights. You are solely responsible for maintaining licenses and adhering to the license terms of any software you run related to your use of the Services.

6.LICENCING & OWNERSHIP

6.1. METRIKAL does not have any ownership rights to personal information produced by Users and Users will be deemed to be the sole owner of their content.

6.2. Any content visual design, graphics, information, data, coding, product software and any data provided or produced by and subject to the rights of METRIKAL shall be under the ownership of METRIKAL. The access right provided by METRIKAL, under the Services, to the Users grants the User a limited, revocable, non-exclusive, non-sublicensable, non-transferrable right to use and does not grant any right to claim ownership, etc., on any content owned by METRIKAL.

6.3. METRIKAL ensures the Users a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to download and use Applications strictly to access and use the Services solely in accordance with this Agreement. Within this scope, Users obtain no additional rights regarding METRIKAL apps (in general over the Applications), including any related Intellectual Property Rights.

7.SECURITY OF THE SERVICES

7.1. METRIKAL will take technical and organizational security measures to keep Users data safe. Security measures are aimed for (i) the protection of the User data, against any unauthorized access and (ii) to keep the Services work properly. In this context, the User accepts (i) that METRIKAL cannot be responsible for all security breaches and (ii) that the User is responsible for all errors and their direct or indirect consequences that may occur in his / her software and operating systems upon using METRIKAL’s Services.

7.2. METRIKAL reserves the right to access the Users data as long as it is in accordance with our Privacy Policy. In the following cases, Users will be notified of any access by METRIKAL:

a) Required by (i) the law to be applied to the Agreement or (ii) the User is subject to or (iii) requested by a court order.

b) To comply with the decision of a State body which the User or the Company is obliged to comply with,

c) Violation of the Agreement which will damage METRIKAL.

7.3. Users shall notify the METRIKAL immediately, in case of unauthorized access to their account or sufficiently suspected on a breach of the security and privacy of User’s personal information.

8.USAGE LIMITATIONS & PROHIBITIONS

8.1. Users are prohibited to use the Service (i) for any illegal purpose or (ii) to violate any local, state, national or international law. Users are prohibited to violate or encourage others to violate, any right of a third party or METRIKAL itself, including by infringing or misappropriating any third-party’s intellectual property rights and interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit access to the Services or reverse engineering or otherwise attempting to discover the source code of any portion of the Applications except to the extent that the activity is expressly permitted by applicable law.

8.2. Accessing the Applications or the Services by the illegal methods and uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, attempting to collect personal information about another user or third party without consent, interfering with or disrupting any network, equipment, or server connected to or used to provide, perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other User’s account without permission are strictly prohibited.

9.SERVICE FEE & PAYMENT

9.1. Users shall pay the fees for their preferred Services which are explicitly written in the Order they receive by METRIKAL. The feel shall be paid through Stripe before the day of the Service.

9.2. Services Fee will include all fees as well as extra usage of Services. METRIKAL reserves the option to charge the User more frequently for fees accrued if the Company suspects that your account is fraudulent or at risk of non-payment. All the payments will be made by the Stripe. METRIKAL reserves the right to change the Service Fee. In case of any change to the Service Fee, new fees shall be charged by the beginning of the next month after the notification regarding the change.

9.3. All fees are calculated without including the taxes payable by METRIKAL. All taxes payable by METRIKAL, to the extent permitted by the applicable law, shall be borne by the Users (taxes will be added to the subscription fee). Users shall provide enough information upon request that is reasonably necessary for METRIKAL to determine if we are obligated to collect taxes from the User.

10.GENERAL DISCLAIMER

10.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SERVICES IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT METRIKAL HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING WHICH USERS GAIN ACCESS TO OR USE THE SERVICES, WHAT EFFECTS THE CONTENT MAY HAVE ON YOU, HOW YOU MAY INTERPRET OR USE THE CONTENT, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. YOU RELEASE METRIKAL FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SERVICE. METRIKAL MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES AND METRIKAL WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. METRIKAL SHALL MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT OR THAT ANY CONTENT, OR THAT USER CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

10.2. METRIKAL DOES NOT GUARANTEE THAT THE SERVICES ARE PROVIDED UNINTERRUPTED AND INDEFINITE. YOU CAN NOT REFER TO METRIKAL WHEN ANY INTERRUPTION AND SYSTEMATIC PROBLEMS OCCUR. METRIKAL CAN PAUSE THE SERVICES ANYTIME IT WANTS.

11.LIMITATION OF LIABILITY

11.1. To the extent permitted by applicable law, METRIKAL shall not be liable for any direct, indirect, negligent or deliberate damages arising from any loss of profit, loss of income, loss of any User, loss of data, and legal and criminal sanctions arising from such losses.

11.2. METRIKAL shall not be liable for any damages caused to the Users directly or indirectly due to the slowdown, rupture, interruption of access in the Services or loss of User content and so on provided to the Users.

11.3. In the event that a User violates the Agreement or uses the Services for unlawful purposes, METRIKAL has the right to (i) terminate or suspend the Agreement, and (ii) restrict or close access to the User Content and/or Services, with its sole discretion.

11.4. In the event that METRIKAL directly or indirectly incurs any damage due to the circumstances and conditions specified in this Agreement, METRIKAL reserves the right to reclaim these damages from the User concerned.

12.INDEMNIFICATION

Users agree to release and to indemnify, defend and hold METRIKAL, and its affiliates and agencies, as well as the officers, directors, employees, shareholders, and representatives, harmless from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs), claims or actions of any kind whatsoever arising of resulting from Users use of the Services, Users violation of the Agreement, and any of the Users acts or omissions that implicate publicity rights, defamation or invasion of privacy. METRIKAL reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by User and, in such case, Users agree to cooperate with METRIKAL in defense of such matter.

13.NO WAIVER

Failure by METRIKAL to exercise its rights or to apply certain provisions under this Agreement shall not affect the application of this right or provision at a later date and shall not constitute a waiver. In the event of any violation of any clause of the Agreement by the User, the failure of METRIKAL to act against this breach shall not constitute a waiver.

14.MODIFICATIONS

14.1. METRIKAL reserves the right to amend, update and make any additions to this Agreement, to the extent required. This change will be notified via e-mail, Applications pop-up to Users before it is applied. If Users continue to benefit from the Services, Users will be deemed to be aware of and approve the new version of the Agreement and all the amendments.

14.2. By accepting the updated version of Agreement, and/or keep using the Services, all previous Agreements or any other User’s agreements shall be terminated.

15.TERM AND TERMINATION

15.1. Subject to the termination terms as provided below, this Agreement will commence upon the Effective Dates and will remain in effect until terminated.

15.2. METRIKAL may terminate and suspend all or a part of the Services and your access to the Services immediately, without prior notice or liability, if you breach any provision and/or article of the Agreement. Upon termination by METRIKAL, Your access and Your right to use the Services shall immediately cease.

15.3. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, ownership of Services and limitations of liability. User will be responsible for proportional Fees up to and including the last day on which the Services are provided and any advanced Fee will be returned, prorated through last day of Services, to User with thirty (30) days of termination.

16.SEVERABILITY

If any article or a part of an article within the Agreement, for whatever reason becomes invalid or unenforceable, the subject article will be considered inexistent and will have no effect or validity.

17.CONFIDENTIALITY

The Confidential Information of either party may be used by the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted herein. Each party will only disclose Confidential Information of the other party to the employees, service providers or contractors of the recipient party who need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Both the Company and the User will diligently protect the confidentiality of the other party’s Confidential Information.

The above protections of Confidential Information will not apply if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure; (b) was disclosed to the recipient by a third-party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or, through no fault of the recipient, has become generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable.

18,ASSIGNMENT

This Agreement and the rights, duties, and obligations hereunder may not be assigned or delegated by Users without the prior written consent of METRIKAL. Any assignment of rights or delegation of duties or obligations hereunder made by Users without such prior written consent of METRIKAL shall be void and of no effect.

19.CCPA TERMS

19.1. In accordance with the California Consumer Privacy Act (“CCPA”) METRIKAL shall not do any of the following:

a) sell the personal information;

b) retain, use or disclose the personal information for any purpose other than for the specific purpose of providing the Service and performing the other activities specified in the Agreement, including retaining, using or disclosing the Personal Information for a commercial purpose other than providing the Service and performing the other activities specified in the Agreement; or

c) retain, use or disclose the Personal Information outside of the direct business relationship between the Parties.

19.2. METRIKAL may cooperate with law enforcement agencies concerning conduct or activity that it reasonably and in good faith believes may violate federal, state, or local law.

19.3. User’s rights requests shall be assisted by METRIKAL. METRIKAL shall delete the personal information within 30 days of the User’s request unless it is necessary to maintain such information in accordance with Cal. Civ. Code 1798.105(d). However, METRIKAL shall use the user personal information only within the limits of such exception.

20.NOTIFICATIONS

Notifications that may need to be made pursuant to the Agreement shall be made by e-mail to the specified e-mail address during the registration process. All of the User communications will be pursued by the support@metrikal.io. In case of a change of the e-mail address, unless the related User changes his/her e-mail address on the Applications, all notifications sent to the last known address will be deemed valid, binding and duly served. All of the communications and notifications must be in the English language.

21.EFFECTIVENESS

This Agreement shall be effective starting from the registration and accepting date of it. Any amendments to this Agreement shall be effective with the terms of Article 14, Modifications.

22.LANGUAGE

All communications and notices to be made or given pursuant to this Agreement must be in the English language.

23.APPLICABLE LAW AND JURISDICTION

All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction. In case of any dispute, the courts of County of New Castle Delaware shall have jurisdiction to resolve such dispute.