The following contract (“the Agreement”) outlines the terms and conditions that are applied to and govern your use of Metrix, its underlying services, and its website (“the Services”).. This Agreement constitutes a legally binding contract between you ("Customer") and "Metrix" collectively identified as parties and individually as a party.
It is your sole responsibility to carefully read all the terms and conditions of this Agreement before using the Services. If you do not agree with all or any of the provisions included in this Agreement you shall not have the right to use the Services.
Customer shall not have the right to use Services in the following circumstances:
Upon conclusion of the Agreement, Metrix grants the customer a limited, non-exclusive, royalty-bearing, non-transferable and non-sublicensable license (the “License”) to use the Services during the term of the agreement and as long as you have paid Service Fee in due time. The License shall expire once the Customer defaults with any payments due or this Agreement is being terminated. All rights and licenses not expressly granted to Customer are reserved by Metrix or their respective owners.
Customer shall not sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services. Customer shall not build any products or services that are similar to the Services or copy any of its ideas. Customer shall not copy technologies exclusively used in the Services through reverse engineering or any other method.
Metrix will use commercially reasonable efforts to offer its services at an acceptable level, however, as new methods of fraud are constantly developed and discovered, Metrix shall give no warranty to identify or prevent every fraudulent activity. In any case, Customer shall use all necessary, commercially common and reasonable provisions that are solely available to the Customer in order to prevent fraud.
Unless otherwise provided, Customer’s use of the Services is subject to payment of certain fees (“Service Fee”). Customer may find fees for each of the Services on the website, sent to Customer by email, or agreed otherwise. Customer may receive a certain discount upon certain conditions (“Campaigns”), however, Metrix reserves the right to cancel or otherwise eliminate these Campaigns upon its discretion. Monthly Service Fees must be paid within 7 days from the due date mentioned in the invoice, if not, Metrix shall have the right to suspend Customer’s account until all outstanding invoices are paid. Also, in case Customer refrains from paying the due invoices within 30 days, Customer’s services may be terminated without any prior warning. In case Customer’s services are terminated due to Customer’s failure to pay Service Fees, Metrix will have no liability in regard to any loss of any data or any damages Customer may have incurred. In case Service Fees are adjusted, Metrix will notify Customer and Customer may continue using the Services with new Service Fees or otherwise cancel it.
Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. All fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign. If applicable, Customer shall make tax payments to Metrix to the extent amounts are appropriately included in the invoices. Metrix will issue invoices electronically, and invoices for the Service in advance as set out in the Order Form, and for overages or additional costs, if applicable in the relevant Order Form, monthly in arrears. Customer acknowledges and agrees that Metrix may charge Customer’s credit or debit card at any time for due payment without any notices. Customer further agrees that Metrix reserves the right to further charge Customer in case Customer violates any provisions of this Agreement which causes damages to Metrix. Payments are non-refundable and non-creditable and payment obligations are non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by applicable law.
In regard to data collected for Analytic Services, Metrix shall retain them for a period of 12 months. Customer shall have access to his/her data within such period, however, data shall be accessible through the panel for 6 months only.
Either party may terminate this Agreement (a) upon thirty (30) calendar days written notice to the other party. In case of termination, Customer shall pay all due invoices or outstanding debts within 7 working days.
“Metrix” and “متریکس” graphics, logos, designs, codes, scripts, and service names are trademarks, trademarks or trade dresses of Metrix. Customer shall not use any of these trademarks and trade dresses in his/her product or website without written permission of Metrix. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service are protected by all relevant intellectual property and proprietary rights and applicable laws. Except as expressly authorized by Metrix Customer may not make use of any works or materials belonging to Metrix. Metrix reserves all rights to the materials and works not granted expressly in this Agreement.
As Services are offered digitally and Customer only pays after using such services, in no case Customer shall be entitled to receive any refunds.
Notwithstanding anything to the contrary contained in this agreement, (i) neither party shall be liable to the other party, its agents, affiliates, clients, or any other persons, for any lost profits or indirect, incidental, special, punitive, consequential or similar damages, even if advised in advance of the possibility of such damages, and (ii) except for either party’s indemnification obligations for third party claims related to intellectual property infringement under this agreement, in no event will either party be liable to the other for any and all causes, in the aggregate, arising out of, relating to, or in connection with this agreement or the performance of its obligations hereunder exceeding.
Metrix, at its own discretion, shall have the authority to make any changes it deems necessary to this agreement, with or without prior notice to the Customer. It may, however, inform Customer of substantial changes made to this Agreement. In any case, it shall be Customer’s duty to regularly check this page for changes and modifications of this Agreement. The only remedy for Customer shall be immediate termination of this Agreement if he or she does not accept the changes.
If Customer fails to pay a Service fee in due time, Metrix shall have the authority to collect any outstanding debts, legal fees, and all damages by submitting a request to Iranian Judiciary (in Tehran). In other cases and where a conflict arises in regard to provisions of Agreement or its execution or any other matter related to Parties, each shall assign an arbitrator who collectively shall assign a third arbiter and they shall settle the conflict. Laws of Iran shall apply in all cases related to this Agreement.