Terms And Conditions
1. RIGHT TO USE MEASUREMENT CODE AND GAMERA ANALYTICS SUITE
1.1 Measurement Code
Subject to the terms and conditions of this Agreement, Gamera hereby grants Customer a non-exclusive, non-transferable license, during the term of this Agreement, to install and use the Measurement Code on Customer Sites for the sole purpose of allowing Gamera to collect Customer Data. Customer acknowledges and agrees that through the Measurement Code, Gamera will set cookies on Customer Site pages in order to collect Customer Data, and Customer is solely responsible for making all disclosures to, and/or obtaining consent from, Customer Site users as required under Applicable Law.
1.2 Gamera Analytics Suite
Subject to the terms and conditions of this Agreement, Gamera hereby grants Customer a non-exclusive, non-transferable right, during the term of this Agreement, to access and use the Gamera Analytics Suite solely for Customer’s internal business purposes. In order to access and use the Gamera Analytics Suite, Customer will need to create an account, during which Customer will name an administrative user and authorized users under its account (each, a “User”). Each User will have a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating the User’s identity when the User accesses the Gamera Analytics Suite (collectively, “Credentials”). When creating the account, Customer must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. Customer is solely responsible for the confidentiality and use of all Credentials, as well as for any use, misuse, or communications entered through the Gamera Analytics Suite. Customer is responsible for all acts and omissions of its Users and for ensuring that all Users comply with the terms of this Agreement. Customer will promptly inform Gamera of any need to deactivate any Credentials. Gamera reserves the right to delete or change Credentials at any time and for any reason. Gamera will not be liable for any loss or damage caused by any unauthorized use of Gamera Analytics Suite made under Customer’s account.
1.3 Restrictions on Use
Without limiting the foregoing, Customer will not (and will not authorize any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of any Gamera Technology; (ii) modify, adapt, translate, or reproduce any Gamera Technology; (iii) resell, distribute, or sublicense any Gamera Technology, or make any Gamera Technology available on a “service bureau” basis, or otherwise authorize any third party to use or access any Gamera Technology; (iv) access or use any Gamera Technology to collect any market research for a competing business; (v) remove or modify any proprietary marking or restrictive legends placed on any Gamera Technology; (vi) use any Gamera Technology violation of any Applicable Law; (vii) introduce into any Gamera Technology any virus, worm, “back door,” Trojan Horse, or similar harmful code; (viii) take any action that imposes or may impose (in Gamera’s sole discretion) an unreasonable or disproportionately large load on Gamera’s technical infrastructure; or (ix) otherwise use any Gamera Technology other than as expressly permitted herein.
1.4 Ownership of Gamera Technology
Gamera owns and will continue to own all right, title and interest in and to the Gamera Technology. Customer does not obtain any rights to any Gamera Technology, except for the limited license to use the Measurement Code as expressly set forth in Section 2.1 above, and the limited right to access and use the Gamera Analytics Suite as expressly set forth in Section 2.2 above.
2. CUSTOMER DATA
2.1 Gamera’s Use of Customer Data
(a) Customer hereby grants Gamera a non-exclusive, worldwide license, during the term of this Agreement, to use the Customer Data for the purpose of performing Gamera’s obligations under this Agreement, which, for the avoidance of doubt, includes sharing the Customer Data with third parties selected by Customer through the Gamera Analytics Suite.
(b) Customer also hereby grants Gamera a perpetual, irrevocable, non-exclusive, sub-licensable, transferable, worldwide license to aggregate Customer Data with data from other customers of Gamera in a manner that does not identify Customer or any Customer Site user (the resulting aggregated data shall be referred to herein as “Aggregate Data”), and use copy, analyze, display, distribute and otherwise exploit the Aggregate Data.
2.2 Ownership
As between the Parties, Customer owns and will continue to own all right, title and interest in and to all Customer Data. Gamera does not obtain any rights to the Customer Data, except for the limited license expressly set forth in Section 3.1 above.
2.3 Consent and Notices
Customer warrants and represents that it has the right to provide the Customer Data to Gamera for use in accordance with the terms of this Agreement, and that the provision of Customer Data to Gamera for use in accordance with the terms of this Agreement does not violate any third party rights, any Applicable Laws, any agreement that Customer has in place with any third party, or Customer’s privacy policy. Customer, and not Gamera, is solely responsible for ensuring that all consents required under Applicable Law are obtained and that any notices and/or consent withdrawal mechanisms required under Applicable Law are provided (whether by Customer or otherwise), so as to enable Gamera to obtain and process lawfully, in accordance with all Applicable Laws, all Customer Data. Customer will provide Gamera with such information and co-operation as Gamera may reasonably request to assist Gamera in complying (and evidencing its compliance) with Applicable Laws in relation to its possession and use of Customer Data as permitted herein.
3. FEES AND SERVICES
3.1 Pay to Use
Gamera’s service is a premium, pay to use product that may be evaluated at no fee for a single thirty (30) day period. After such period, Customer must pay a monthly subscription fee per Site in addition to usage fees for any overages not covered in the subscription fee. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including legal fees) incurred by Gamera will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your Gamera Account.
4. INDEMNIFICATION
4.1 To the extent permitted by applicable law
You will indemnify, hold harmless and defend Gamera, at Your expense, against (a) any and all third-party claims, actions, proceedings, and suits brought against any Gamera or any of their officers, directors, employees, agents or affiliates, and (b) all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Gamera or any of their officers, directors, employees, agents or affiliates, arising out of or relating to such third-party claims, actions, proceedings, and suits; in each case as a result of (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and/or (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. Gamera will provide You with written notice of any claim, suit or action from which You must indemnify Gamera. You will cooperate as fully as reasonably required in the defense of any claim. Gamera reserves the right, at its own expense, to enforce this Section 4 on behalf of Gamera and assume the exclusive defense and control of any matter subject to indemnification by You.
5. THIRD PARTIES
If You use Gamera’s products or services on behalf of the Third Party or a Third Party otherwise uses Gamera’s products or services through Your Account, whether or not You are authorized by Gamera to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Gamera may share with the Third Party any Customer Data that is specific to the Third Party Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.
6. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, GAMERA MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
7. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, GAMERA WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GAMERA OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. GAMERA'S (AND ITS WHOLLY OWNED SUBSIDIARIES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $500 (USD).
8. Term and Termination
Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Gamera will stop providing, and You will stop accessing the Service. Additionally, if Your Account and/or Gamera Sites are terminated, You will (i) delete all copies of the Gamera Tracking Code from all Sites and/or (ii) suspend any and all use of the Gamera services within 3 business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical data will no longer be available to You.
9. Modifications to Terms of Service and Other Policies
Gamera may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Gamera will post notice of modifications to these terms at https://gamera.app/terms. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of Gamera. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Gamera, (ii) You accept updated terms online, or (iii) You continue to use the Service after Gamera has posted updates to the Agreement or to any policy governing the Service.