Terms of Use.

These Terms of Use (the “Agreement”) constitute a legally binding agreement between Metrica Software Inc., a Delaware corporation (“Metrica”, “we”, “us”, or “our”), and each visitor or registered user (“User” or “you”) concerning the use of our websites and services (collectively, the “Service”).

§ Please read carefully

By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree to these terms, you must discontinue use of the Service immediately.

We reserve the right to modify this Agreement at any time. We will notify you of material changes by revising the “Effective Date” at the top of this Agreement and, where appropriate, by providing additional notice through the Service or via email. Your continued use of the Service following such changes constitutes your acceptance of the modified Agreement.

₀₁ Definitions

“Service” — means all websites, software, applications, and services provided by Metrica Software Inc., including but not limited to any related platforms, tools, and documentation.

“User Content” — means any data, information, or materials that you submit, upload, or transmit through the Service.

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₀₂ License and Restrictions

_2.1 Grant of License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal purposes.

_2.2 Restrictions

You agree not to:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or disassemble the Service
• Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer rights to the Service
• Remove or alter any proprietary notices or labels on the Service
• Use the Service for any illegal purpose or in violation of any applicable law
• Attempt to gain unauthorized access to the Service or its related systems
• Interfere with or disrupt the integrity or performance of the Service

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₀₃ User Accounts

_3.1 Registration

To access certain features of the Service, you may be required to register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy.

_3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

_3.3 Account Termination

You may terminate your account at any time by contacting us. We may suspend or terminate your account at any time, with or without cause, with or without notice, effective immediately. Upon termination, your right to access and use the Service will cease immediately.

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₀₄ Intellectual Property

_4.1 Ownership

The Service and all intellectual property rights therein are and shall remain the exclusive property of Metrica and its licensors. Nothing in this Agreement grants you any ownership rights in the Service.

_4.2 Trademarks

All trademarks, service marks, logos, trade names, and other proprietary designations used in connection with the Service are trademarks or registered trademarks of Metrica or its licensors. You may not use any such marks without the prior written permission of Metrica.

_4.3 Copyright

All content provided through the Service, including but not limited to text, graphics, logos, images, audio clips, and software, is protected by United States and international copyright laws. You may not reproduce, distribute, modify, display, or create derivative works from any content available through the Service without our express written permission.

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₀₅ Third-Party Services and Links

The Service may contain links to third-party websites or services that are not owned or controlled by Metrica. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that Metrica shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

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₀₆ Disclaimers

§ Important disclaimer

The Service is provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Metrica does not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components. Metrica makes no warranty regarding the accuracy, reliability, completeness, or timeliness of any content or information provided through the Service. Your use of the Service is at your sole risk.

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₀₇ Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Metrica, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Metrica has been informed of the possibility of such damage.

Notwithstanding anything to the contrary contained herein, Metrica’s aggregate liability to you for any claims arising out of or relating to this Agreement or the Service shall not exceed one hundred dollars ($100.00). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

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₀₈ Indemnification

You agree to indemnify, defend, and hold harmless Metrica, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Service
• Your violation of this Agreement
• Your violation of any rights of another party
• Any User Content you submit or transmit through the Service

Metrica reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Metrica in asserting any available defenses.

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₀₉ Privacy

Your use of the Service is subject to our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

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₁₀ Governing Law and Dispute Resolution

_10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

_10.2 Jurisdiction and Venue

You agree that any legal action or proceeding arising out of or relating to this Agreement or the Service shall be brought exclusively in the federal or state courts located in the State of Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.

_10.3 Waiver of Jury Trial

To the extent permitted by applicable law, you and Metrica each waive any right to a jury trial in any proceeding arising out of or related to this Agreement or the Service.

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₁₁ General Provisions

_11.1 Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and Metrica regarding the use of the Service and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding such subject matter.

_11.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall remain in full force and effect.

_11.3 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Metrica’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

_11.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Metrica. Metrica may assign this Agreement in its sole discretion without restriction. Any attempted assignment in violation of this provision shall be null and void.

_11.5 Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

_11.6 Force Majeure

Metrica shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

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₁₂ Contact Information

If you have any questions or concerns regarding this Agreement or the Service, please contact us at: