Sentiment Metrics

Terms

SentimentMetrics (the "Services") provides a collection of tools and resources to manage online business intelligence campaigns. The following are the terms and conditions for use of the Services, along with any amendments thereto and any operating rules or policies that may be published from time to time by SentimentMetrics (operated by Macranet Ltd)

1. Services and Support

1.1 Services. Subject to these Terms, SentimentMetrics will provide Client certain services related to SentimentMetrics's proprietary system for monitoring, measuring and reporting on User Generated and Mainstream Media. These Services will be made available via SentimentMetrics's website located at www.SentimentMetrics.com (the "Site"). The specific Services provided from time to time by SentimentMetrics are described in the Site. Subject to all of these Terms, Client may access and use one or more of the Services. Client understands and agrees that SentimentMetrics may change, modify, alter, suspend, remove, disable access to, terminate or discontinue all or any portion of the Site and/or the Services at any time for any reason, without notice, cost or liability.

1.2 Availability of Services. Client understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SentimentMetrics may undertake from time to time; or (iii) causes beyond the control of SentimentMetrics or which are not reasonably foreseeable by SentimentMetrics. While SentimentMetrics will attempt to provide the Site and the Services on a continuous basis, Client acknowledges and agrees that SentimentMetrics cannot ensure the availability of the Site or the Services on a continuous or uninterrupted basis. Client, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Client's use of the Site and the Services, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services.

1.3 General Limitations. Client acknowledges and agrees that Client is authorized to access and use the Site and the Services solely to monitor and manage Client's account, and Client's right to access and use Client's account is personal to Client and is non-assignable. Client shall not use the Services, the Site or any SentimentMetrics Content (as defined in Section 2.1 hereof) for any other purpose. Further, SentimentMetrics may from time to time establish general practices and limits concerning access to and use of the Services, including, without limitation, the maximum duration that information will be retained or stored on the Site by SentimentMetrics, and the maximum number of times and duration Client may access and use the Service. SentimentMetrics may change such general practices and limits at any time, in its sole discretion, with or without notice to Client. Client agrees that it will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access Client's account with SentimentMetrics or to monitor or copy the Services, the Site or any SentimentMetrics Content except those automated means expressly made available by SentimentMetrics, if any, or authorized in advance and in writing by SentimentMetrics. Client agrees that it will not use any device, software or routine to interfere with the proper working of the Site or the Services. Without limitation to the foregoing, Client further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on SentimentMetrics's infrastructure, as reasonably determined by SentimentMetrics.

1.4 Termination of Services. Client understands and agrees that SentimentMetrics may suspend or terminate Client's access to and use of all or any portion of the Site and/or the Services if Client violates these Terms. Client further understands and agrees that SentimentMetrics may suspend, terminate or discontinue all or any portion of the Site and/or the Services at any time for any reason, without notice, cost or liability. Client may terminate service at any time and for any reason by providing written notice of termination to SentimentMetrics by email. Client's termination notice shall be effective upon receipt of notice by SentimentMetrics. If Client terminates the Services, Client's account will be deemed terminated on the last day of Client's billing cycle during which SentimentMetrics receives written notice of termination from Client in accordance with the provisions of this Section 1.4, and Client's Account Charges (as defined in Section 7.1) are non-refundable. Further, upon termination of Client's use of the Services, any information or data stored by SentimentMetrics on the Site or otherwise on behalf of Client shall no longer be available to Client.

2. SentimentMetrics Content and License to Use the Service and the SentimentMetrics Software.

2.1 SentimentMetrics Content. As between SentimentMetrics and Client, all right, title and interest in the Site and all information it contains, or may contain in the future, including, without limitation, any software and any updates thereof (collectively referred to as the "SentimentMetrics Software"), all copyrights, trademarks, service marks, logos and other intellectual property rights (collectively referred to as the "SentimentMetrics Content"), is the property of SentimentMetrics or its licensors, and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided herein, nothing contained in these Terms shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to use the Site or the SentimentMetrics Content displayed on the Site, through the use of framing or otherwise, or the SentimentMetrics Software, without the prior written permission of SentimentMetrics.

2.2 License to Use the Site, Services and SentimentMetrics Software. Subject to Client's full compliance with these Terms, Client is hereby granted a non-exclusive, nontransferable, revocable, limited license to: (i) use the Site and the Services to view, download, print and use information retrieved from the Site which is generated by Client or SentimentMetrics as a part of the Services; and (ii) use the SentimentMetrics Software for the sole purpose of accessing and using the Services. Client shall not remove or obscure the copyright notice or other notices on the Site, and shall not modify any SentimentMetrics Content on the Site. Except as expressly provided herein, no part of the SentimentMetrics Software, the Services or the Site, including, but not limited to, materials retrieved therefrom and the underlying HTML code, may be used, reproduced, duplicated, republished, copied, reformatted, displayed, reverse engineered, reverse assembled, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means. In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission from SentimentMetrics.

3. Client Account and Password.

3.1 Client must provide all required registration information in order to create an account to access and use any of the Services. Client represents and warrants to SentimentMetrics that Client shall: (i) provide current, true, accurate and complete information as required for registration of Client's account; and (ii) maintain and promptly update any required registration information required of Client. Upon completing the registration process, Client will be provided a password and account designation. Client agrees not to access the Services by any means other than through the account, password and interface provided by SentimentMetrics for use in accessing the Services. Client is solely responsible for maintaining the confidentiality of Client's password and the account, and is fully responsible for all activities that occur under Client's password or account, including, without limitation, all charges incurred from use of the Services with Client's password and account. Client shall not disclose Client's password or account information to any third party without the prior written consent of SentimentMetrics. Client shall be solely responsible for any authorized or unauthorized access to Client's account by any person. If any unauthorized use of Client's account or password occurs, Client must notify SentimentMetrics via phone and/or email immediately, and SentimentMetrics will suspend use of the account and password until a new password is in place.

4. Confidential Information.

4.1 Each party agrees to use the other party's Confidential Information solely for the purposes of carrying out its obligations under these Terms, and to refrain from disclosing that Confidential Information to any third-party, unless and to the extent: (a) any disclosure is necessary or appropriate in connection with the performance of its obligations or exercise of its rights under these Terms; (b) any disclosure is required by applicable law; provided that the party required to make such disclosure uses reasonable efforts to give the party to whom the relevant Confidential Information relates reasonable advance notice thereof (i.e. so as to afford that party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure) and the Confidential Information is only disclosed to the extent required by law; (c) any disclosure is made with the consent of the disclosing party; or (d) to employees, consultants or agents to whom disclosure is necessary to realize the benefit of these Terms and who agree to be bound by the terms hereof. In the event of any breach or threatened breach by either party of its obligations under this paragraph, the injured party will be entitled to seek injunctive and other equitable relief to enforce such obligations.

5. Security.

5.1 SentimentMetrics employs reasonable security measures to protect against the loss, misuse and alteration of information under its control. Except as stated above, Client shall be solely responsible for the security, confidentiality and integrity of all messages and the content that Client receives, transmits through or stores on the Site.

6. Privacy.

6.1 SentimentMetrics will not monitor, edit, or disclose any personal information about Client, without Client's prior consent unless such disclosure is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) enforce these Terms; or (iii) as authorized by law. SentimentMetrics's Privacy Policy may change from time to time and is posted in full on the Site.

7. Account Charges and Payment.

7.1 Account Charges. Client agrees to pay SentimentMetrics all charges and fees for the Services incurred on or through Client's account at the rates set forth in the Site at the time Client orders the Services, and as such rates may change from time to time, plus any and all applicable taxes (the "Account Charges"). Account Charges are non-refundable except as expressly provided in Section 7.4 hereof. SentimentMetrics may change the rates for the Services at any time by posting new rates on the Site.

7.2 Payment. Unless otherwise agreed to by SentimentMetrics in writing, Client shall pay all applicable Account Charges in advance by a valid credit card acceptable to SentimentMetrics. Client expressly authorizes SentimentMetrics to charge Client's credit card for any and all applicable Account Charges associated with Client's account hereunder. If for any reason any Account Charges remain unpaid after they are due, such Account Charges shall bear interest at the rate of eighteen percent (18%) annually or the highest rate permitted by law, from the date due until paid in full, plus any reasonable costs incurred in collecting payment for such Account Charges. Client must submit any claims or disputes Client may have with respect to any Account Charges to Client's account in writing to SentimentMetrics within sixty (60) days of such charge otherwise Client waives and releases such claim or dispute and such charge will be final and not subject to challenge by Client.

7.3 Upgrading or Downgrading Services. Client may not downgrade its level of Service more than one time in any billing cycle without the prior written consent of SentimentMetrics. Client may upgrade its level of Service at any time. If Client upgrades its level of Service, Client will be billed the difference in Account Charges between the level of Services for the days remaining in the billing cycle at the higher level of Service on a prorated basis, and the Account Charges at the upgraded level of Service will apply to Client's next billing cycle. If Client downgrades its level of Service, Client will continue to be billed Account Charges at the higher level of Service for the days remaining in the billing cycle, and the Account Charges at the downgraded level of Service will begin in Client's next billing cycle. There are no refunds of or credits for Account Charges when Client upgrades or downgrades its level of Service.

7.4 Refunds. If SentimentMetrics discontinues the Services, Client will receive a prorated refund for the days remaining in the billing cycle. Client shall not be entitled to a refund for any other reason.

7.5 Promotional Trial Offers. From time to time, SentimentMetrics may offer special limited promotional trial offers at no charge to Client, as set forth on the Site. In the event Client signs up for a free trail offer, Client hereby authorizes SentimentMetrics to begin billing Client's credit card and Client shall be obligated to pay for the Services beginning on the day after the free trial period expires, at the Account Charges applicable to the level of Services Client is using during the free trial period. Client acknowledges and agrees that it must cancel the Services by notifying SentimentMetrics in writing pursuant to Section 14.2 of these Terms within 2 business days prior to the expiration of the free trial period to avoid incurring Account Charges for a full billing cycle.

8. Client's Representations.

8.1 Client represents and warrants to SentimentMetrics that: (i) Client has the power and authority to enter into and perform its obligations under these Terms, and that each person in Client's organization who accesses and uses the Site is authorized by Client to use the Site and the Services for and on behalf of Client; (ii) Client shall not be in violation of any obligation, contract or agreement by entering into these Terms, by performing its obligations under these terms or by authorizing and permitting SentimentMetrics to perform the Services hereunder; (iii) Client shall comply with all of the terms and conditions of these Terms, as amended from time to time; (iv) all information provided by Client to SentimentMetrics or posted on the Site by Client is truthful, accurate and complete, and is not misleading in any way; (v) Client shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially: (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about SentimentMetrics or any other party; and (vi) Client will only use the Site, the Services and the SentimentMetrics Software for the express purposes permitted under these Terms.

9. Prohibited Conduct.

9.1 Client is solely responsible for any and all acts and omissions that occur under Client's account or password in using the Site, the Services and the SentimentMetrics Software, and Client agrees not to engage in any unacceptable use of the Services, which includes, without limitation, use of the Services to: (i) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (ii) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in any way derogatory about SentimentMetrics or any other party; (iii) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (iv) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (v) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the U.S. and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network; (vii) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; (viii) violate any law or regulation; or (ix) engage in any activity the purpose of which is not expressly permitted under these Terms.

10. Disclaimer of Warranties.

THE SITE, THE SERVICES AND THE SENTIMENTMETRICS SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SentimentMetrics EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT CLIENT'S SOLE RISK. SentimentMetrics DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, THE SERVICES, ANY DATA, OR THE SentimentMetrics SOFTWARE; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE OR IN THE SentimentMetrics SOFTWARE; (iv) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) CLIENT'S USE OF THE SITE, THE SERVICES, ANY DATA, OR THE SentimentMetrics SOFTWARE; AND (vi) CLIENT'S USE OF ANY EQUIPMENT OR SOFTWARE, INCLUDING THE SentimentMetrics SOFTWARE, IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, SentimentMetrics DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS, ECONOMIC OR OTHERWISE THAT MAY BE OBTAINED BY USE OF THE SITE, THE SERVICES, OR ANY DATA.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL SENTIMENTMETRICS BE LIABLE TO CLIENT OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS OR PROFITS, PENALTIES OR ATTORNEYS' FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, ANY DATA, THE SentimentMetrics SOFTWARE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) CLIENT'S USE OR INABILITY TO USE THE SITE, THE SERVICES, ANY DATA, OR A PAY-PER-CLICK SEARCH ENGINE WEB SITE OR INTERFACE; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, THE SERVICES, THE SentimentMetrics SOFTWARE, ANY DATA, OR A PAY-PER-CLICK SEARCH ENGINE WEB SITE OR INTERFACE; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO AS A RESULT OF CLIENT'S USE OF THE SITE OR THROUGH THE SERVICES; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF SENTIMENTMETRICS. IF CLIENT IS DISSATISFIED WITH THE SERVICES, CLIENT'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR CLIENT TO TERMINATE OR DISCONTINUE USE OF THE SERVICES.

12. Indemnification.

12.1 Client agrees to indemnify, hold harmless and defend SentimentMetrics, its affiliates, and its and their shareholders, directors, officers, employees, agents, representatives, successors and assigns from and against any action, cause, claim, damage, debt, demand or liability, including, without limitation, reasonable costs and attorneys' fees, asserted by any third party, arising directly or indirectly out of or relating to: (i) a breach or alleged breach of any representation, warranty, covenant or agreement in these Terms by Client; (ii) Client's use of the Site, the Services or the SentimentMetrics Software; and (iii) any unacceptable use of the Site or the Services, including, without limitation, any statement, data or content made, transmitted or republished by Client which is prohibited as unacceptable in Section 9.

13. Force Majeure.

13.1 Force Majeure. Each of the following shall be deemed to be a "Force Majeure" event: an act of God; natural disaster; war; civil disturbance; action by a governmental entity; strike; disruptions due to network components or connections or hardware functions not resulting from a party's negligence or willful misconduct or any other cause beyond a party's reasonable control. To the extent that a party is unable to perform any obligation under these Terms due to a Force Majeure event, and during the duration of such Force Majeure event, such affected party shall be relieved of the relevant obligations hereunder; provided that the affected party uses reasonable efforts to correct such failure or delay in its performance. Notwithstanding the foregoing, Client shall have the right to terminate these Terms immediately if any Force Majeure event prevents access to the SentimentMetrics Software for longer than fifteen consecutive (15) days.

14. Miscellaneous.

14.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

14.3 No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind SentimentMetrics in any respect whatsoever.

14.4 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys fees.

14.5 This Agreement shall be governed by the laws of the United Kingdom without regard to its conflict of laws provisions.

14.6 Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the subject matter herein.