MetricsCart is a Digital Shelf Analytics product provided by Inzyte Inc. a Commonwealth of Massachusetts corporation in a Software as a Service model.
MetricsCart is used to access and analyze eCommerce data which includes live APIs. MetricsCart and associated services are available at MetricsCart.com as a self-service platform that is to be used responsibly and in accordance with local laws.
By accepting these Terms, or by accessing or using MetricsCart or authorizing or permitting any Agent to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to MetricsCart that You have the authority to bind such Entity to these Terms, in which case the terms “Subscriber,” “You,” “Your” or related capitalized terms herein shall refer to such Entity. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
By using the MetricsCart SaaS platform or any related services provided by MetricsCart (including but not limited to managed services, alerts, and emails), You are agreeing to these Terms of Service.
By using the MetricsCart, You agree not to:
As a condition to using certain aspects of the MetricsCart, You will be required to register with the MetricsCart.com platform and create a password and user name (“MetricsCart UserID”). You shall provide the MetricsCart platform with accurate, complete, and updated registration information. You shall not (i) select or use as a MetricsCart User ID a name of another person with the intent to impersonate that person; (ii) use as a MetricsCart User ID a name subject to any rights of a person other than You without appropriate authorization; or (iii) use as a MetricsCart User ID a name that is otherwise offensive, vulgar or obscene. MetricsCart reserves the right to refuse registration of or cancel a MetricsCart User ID at its sole discretion. You shall never use another user’s account without such other user’s express permission. You will immediately notify MetricsCart in writing of any unauthorized use of Your account, or other account-related security breach of which You are aware.
As an express condition of being permitted to open a User Account, You represent and warrant that You (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are of age 18 years or older if in the United States (iii) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iv) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
4.1 Subscription Billing Policy:
MetricsCart reserves the right to require payment of fees for certain features of the MetricsCart. Should MetricsCart elect to charge for a feature, and You elect to subscribe to such feature or to continue to subscribe to such feature after being notified of the charges, You shall pay all applicable fees on a recurring subscription basis.
4.2 Cancellation Policy:
You authorize MetricsCart and its credit card processor (Stripe) to allow these automated and recurring charges to be made to Your credit or debit card or ACH payment method until you explicitly cancel Your subscription Yourself through the MetricsCart Account management page(s) or in writing to support@MetricsCart.com. Cancellation requests sent through email are subject to approval and will not be considered valid until confirmed via email.
4.3 Refund Policy:
All subscriptions are non-refundable, except where You terminate Your subscription for cause or as stated otherwise in these Terms of Service. If You choose to cancel Your subscription prior to end of the current paid billing cycle for any reason, You will not be entitled to any refund for any prior charges and no proration will be provided for unused calls or services within the current billing cycle unless stated otherwise in these Terms of Service.
4.5 Pricing and Payment Terms
Defined in Your contract.
We reserve the right to modify, suspend or terminate the Service (or any part thereof), Your Account, or Your and/or Agents’ rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You or Your Agents have violated these Terms. We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions, unless legally prohibited from doing so. We shall not be liable to You, Your Agents, or any other third party for any such modification, suspension, or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or Your Agents may be referred to law enforcement authorities at Our sole discretion.
MetricsCart reserves the right, at its sole discretion, to modify or discontinue or to enforce reasonable limits on Your use of MetricsCart, at any time, for any or no reason, and without notice or liability. We also schedule system downtime from time to time, and unplanned system outages may occur. We shall have no liability whatsoever for the resulting unavailability of MetricsCart or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery, non-delivery of information caused by such system outages, or any third-party acts or any other outages of web host providers or the Internet infrastructure and network external to the MetricsCart.
MetricsCart does not provide You with any license, copyright, or permissions regarding the information accessed through the Services, which may be subject to copyright protection by third parties. MetricsCart shall not be held liable for any claims by third parties arising from Your use of the content and/or data You collect using the Services, nor shall We be liable for any alleged copyright/intellectual property infringement resulting from any of Your external use of the data You collect using the Services. You agree MetricsCart shall not be held liable for any violation of those website terms of use where You use the Services.
MetricsCart is not responsible for the accuracy or reliability of any materials accessed via MetricsCart, whether caused by Users or by any of the equipment or programming associated with or utilized in MetricsCart, except as stated otherwise in these Terms of Service. We are not responsible for the conduct, whether online or offline, of any User of MetricsCart. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other Users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the MetricsCart Site or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with MetricsCart. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of MetricsCart or from any Content posted on the Site or transmitted to Users, or any interactions between users of MetricsCart, whether online or offline. MetricsCart are provided as-is and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (a) the Services will meet Your requirements; (b) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the results that may be obtained from the use of the Services will be accurate or reliable.
Neither party shall be liable to the other party or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from Your use of the MetricsCart, even if it has been advised of the possibility of such damages. The parties agree neither party’s aggregate liability to the other party for any claims, demands, actions, costs, liabilities, losses or damages, regardless of the form of action or legal theory, may exceed the fees paid by You under these Terms of Service in the twelve (12) months prior to the act that gave rise to the liability. Neither party assumes, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision or receipt of the MetricsCart, respectively. The limitations of liability provided in these Terms of Use inure to the benefit of each respective party, its shareholders and affiliates, and to all its respective officers, directors, and employees and, in each case, liability is limited to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply and each party may also have other legal rights that vary from jurisdiction to jurisdiction. The limitations of liability in this Section will not apply with respect to a party’s indemnification obligations, breach of confidentiality, gross negligence, or willful misconduct.
You agree to indemnify, defend, and hold harmless MetricsCart and its subsidiaries, affiliates, officers, and employees from and against any and all third party claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from Your use of the MetricsCart, including APIs, provided hereunder by MetricsCart that violates: (i) said third party’s intellectual property rights with respect to content or data collected or stored by You; or (ii) any applicable laws or regulations.
MetricsCart agrees to indemnify, defend, and hold You harmless and Your subsidiaries, affiliates, officers, and employees from and against any and all third party claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from MetricsCart’s provision of the MetricsCart or other services, including APIs, that violates: (i) said third party’s intellectual property rights with respect to operation, features or functionality of the MetricsCart; or (ii) any applicable laws or regulations.
The failure of either party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by both parties.
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Use, and these Terms of Use are solely between You and MetricsCart and are not intended to be for the benefit of any third party.
This Agreement will be governed in all respects by the laws of the Commonwealth of Massachusetts, USA without giving effect to principles of conflicts of law. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Commonwealth of Massachusetts for the purposes of adjudicating any matter arising from or in connection with this Agreement. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement.
If You use the MetricsCart from outside the USA, You are solely responsible for following all applicable local laws.
These Terms, together with any Form(s), constitute the entire agreement, and supersede all prior agreements between You and MetricsCart regarding the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services We offer as part of or distinct from the Service (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.