Terms of service
Welcome to Metrow!
These Terms of Service (Terms) describe your rights and responsibilities when using our Services (the “Services”) as defined below, so please review these Terms carefully.
FIRST THINGS FIRST
These Terms of Service constitutes an agreement between Metrow and you. By registering, subscribing, accessing or otherwise using the Services you provide your explicit confirmation that you have read, understood and accept the Terms, as well as that you agree to comply with and be legally bound by the Terms as set our herein. In case you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.
We reserve the right to suspend your access to the Services at any time if we believe that you are accessing and / or using the Services in breach of these Terms.
SUBSCRIBING TO THE SERVICES
By accessing and using the Services, you guarantee that you are at least 18 years of age. You also confirm that the Services are purchased by you for commercial purposes only, meaning that you intend to and will use the Services only for purposes within your trade, business, craft or profession.
By registering and placing an order to acquire Services, you warrant and represent that any information provided by you at the time of registration is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.
Upon registering for an account, you will receive a link to your account, a username and a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another user at any time, or to disclose your password to any third party, except to your employees actually using the service. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any, and all use of your account.
Subject to the terms and conditions of these Terms, we hereby grant you a personal, non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable and limited license to access and use the Service.
Your use of our Services and grant of the limited license requires purchase of one of the subscription packages.
By using our Services, you agree to comply with all the relevant laws and regulations. We may unilaterally and without any notice or warning set forth and enforce restrictions on using the Service, especially when it is required for observing the acceptable use of Services. If we, in our sole discretion, find or suspect that you have acted in breach of any of the requirements set out in these Terms, we reserve the right to immediately suspend or permanently close your subscription/account. You confirm your understanding that no refunds or compensations shall be issued to you in such case.
BILLING AND PAYMENT
Our order process is conducted by our online reseller Paddle.com. It is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns. In order to be able to purchase the Services you may be asked to provide certain purchase-related information such as your email address, name, payment information or business information. You represent and warrant that you have full authority to provide us with the information requested as well as that all information submitted to us by you is truthful, correct, complete and accurate. You also agree that we will not in any case be responsible for any loss or damage (direct or indirect), resulting out of false or inaccurate information submitted by you. We may in our sole discretion and at any time verify any information submitted by you and refuse, suspend or terminate the Services if we believe that the information submitted by you is false, incorrect, incomplete or inaccurate.
All payments for the Services shall be free of any applicable taxes, fees or other duties (including but not limited to any withholding tax, customs fee or VAT). The responsibility to pay any such taxes, fees or other duties that may be applicable lies solely and fully with you.
We reserve the right to change or modify its prices and fees at any time without the need for further notice to you. All such changes or modifications shall be posted in the Website and shall be effective immediately with regards to any subsequent purchases by you, including any auto-renewal of a subscription packages already purchased by you.
While using the Services, you guarantee and warrant that you will:
meet all customer’s obligations set out in these Terms properly and on time;
provide accurate and up to date information (including updating it if it changes) about you or the company you are representing when signing up for the Services;
will be solely responsible for the third party content you access, use, record or/and save with the help of Services. While accessing any third party content with the help of our Services, you shall consult the property, entities or persons shown in such content for their consents, rights and possible content restrictions.
not infringe any third-party rights (including but not limited to copyright, patent, trademark, trade secret or any other intellectual property or proprietary rights);
not take any action that would cause us to violate or be associated with any violation of EU, US and / or other relevant countries’ applicable data protection laws or infringement of third parties’ intellectual property rights;
comply with the terms and conditions of use of all the websites you access by automated means;
have the necessary authorizations to access, scrape, perform any automated actions against the websites you visit;
not use the Services to in any way damage, breach, impair or otherwise negatively impact to us, our Services infrastructure, website, Paddle, users, or any other third-party person or organization;
not sell, modify, reproduce, publish, distribute, perform or otherwise use any parts of the Services;
not alter, copy, modify, imitate, create derivative works or otherwise breach the trademarks, logo or other proprietary information owned by or licensed to us or other our or our affiliates intellectual property;
not disassemble, reverse engineer, or decompile Services in order to build a similar product/Service or otherwise;
not use the Services to conduct any fraudulent, unauthorized or illegal transactions;
not use the Services to send unsolicited commercial emails or conduct any other activities that could be considered as the spam under any applicable law;
not use the name of Metrow or its affiliates without our prior written consent;
You acknowledge and agree that we shall not be in any way be responsible if you fail to comply with any of the provisions set out above. To this end, you warrant and indemnify us from any harm, expense or damage that such a use of the services could create for us.
Metrow reserves the right, at its sole discretion, at any time and without prior notice, to remove or disable access to the Services, if Metrow considers that user violates these Terms or infringes any third party rights or applicable laws.
In the event that the Metrow deems that you have engaged or attempted to engage in any of the prohibited activities below, we shall be entitled without any notice or warning set forth and enforce restrictions on using the Services. While using the Services you agree not to, and will not encourage, assist, or in any way enable third parties to use the Services to/for:
violation of moral norms, fair conduct and good customs norms;
violation any of third party’s rights;
engaging in any military, terror, or similar training and/or activities;
engaging in an act which would constitute as a criminal or otherwise unlawful activities, including privacy and security violations;
promoting discriminating activities, to engaging in espionage, cause any network resource to be unavailable to its users, as well as Distributed Denial-of-Service (DDoS) or Denial-of-Service (DoS) attacks;
using in relation to any activity that could be harmful to minor;
using in relation to activity that in any way harasses or advocates harassment of another person;
promoting information, that could be considered as false, fraudulent or misleading.
The Services (including, but not limited to its original content, features, functionality, interfaces, source code, text, images, graphics, trademarks, sounds) are the exclusive property of Metrow. You fully aware, that you are obtaining a limited license right to the Services, its interfaces, features, functionality and the software and that no ownership rights are being transferred to you under these Terms.
None of elements of our intellectual property may be downloaded, copied, modified, sold, distributed, or otherwise used in any way, unless you receive a prior written express agreement of Metrow.
Each party may disclose to the other party in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including but not limited to: all business and financial information, pricing and sales, as well as non-public business, product, technology and marketing information. The receiving party shall take at least reasonable measures to prevent the unauthorized disclosure or use of confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms and not use or disclose any confidential information for any purpose outside the scope of these Terms.
REPRESENTATIONS AND WARRANTIES
YOU HEREBY AGREE THAT THE SERVICES ARE PROVIDED TO YOU “AS IS” AND UNLESS THESE TERMS PROVIDE OTHERWISE, WE (INCLUDING OUR LICENSORS, EMPLOYEES, OFFICERS, AGENTS AND AFFILIATES) DOES NOT REPRESENT OR WARRANT WITH RESPECT TO THE SERVICES (INCLUDING BUT NOT LIMITED TO ITS SOFTWARE, FEATURES AND FUNCTIONALITY) OR ANY RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.
YOU CONFIRM THAT YOU ARE ACCESSING AND USING THE SERVICES WITH FULL UNDERSTANDING OF THIS REPRESENTATION AND WARRANTY LIMITATION.
LIMITATION OF LIABILITY
IN NO EVENT SHALL METROW (AS WELL AS ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MANAGERS, SHAREHOLDERS, BOARD MEMBERS, AGENTS, EMPLOYEES AND CONTRACTORS ) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING OUT OF YOUR USE OF THE SERVICES OR ANY OTHER CLAIM IN ANY WAY RELATED TO THE SERVICES (REGARDLESS IF IT IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY).
OUR TOTAL LIABILITY TO YOU SHALL UNDER NO CIRCUMSTANCES EXCEED THE 2 TIMES THE CUSTOMER’S SERVICES FEE FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED.
YOU AGREE THAT YOU WILL, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INDEMNIFY, DEFEND, HOLD HARMLESS US (INCLUDING OUR LICENSORS, EMPLOYEES, OFFICERS, AGENTS AND AFFILIATES) AGAINST ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND / OR OTHER EXPENSES THAT MAY ARISE OUT OF YOUR INFRINGEMENT OF THE TERMS AND / OR INFRINGEMENT OF ANY LEGAL RIGHT OF ANY THIRD-PARTY IN RELATION WITH YOUR ACCESS AND / OR USE OF THE SERVICES.
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
TERM AND TERMINATION
These Terms become effective upon your access to the Service until terminated by either you or us (the “Term”). You may terminate your relationship with us at any time.
We are entitled to terminate these Terms unilaterally and immediately in case of any unacceptable use of the Services.
In case of termination of these Terms the license granted according to these Terms shall be automatically terminated and the Services shall be stop using immediately.
If any part of the Terms is determined to be invalid, illegal or unenforceable by a court or other competent authority, it shall not in any way affect and / or impair the validity, legality and enforceability of the remaining provisions established in the Terms, which shall continue in full effect.
All disputes and claims shall be settled through friendly negotiation. In case either party is unwilling to settle the dispute through negotiation or if both parties fail to reach any agreement within 30 days after negotiation begins, such dispute or claim shall be finally resolved through the judicial procedure at the competent court of law.
Your rights or obligations under these Terms could not be assigned or transfered to any third party, without our written consent.
These Terms may be amended by us at any time, in which case, the updated version of the Terms shall be posted on our website. By continuing to access or use the Services after the amendments are made, you agree to be bound by the amended Terms.
If you have any questions regarding these Terms or if you wish to request any information from us, please contact us at [email protected]
Last updated: 19.01.2021