Terms and Conditions

These Terms and Conditions (The "Terms") apply to you (the "Subscriber") and your access and use of the ClickAbacus service (as described in the ClickAbacus web sites from time to time and referred to as the "Service") offered by Web Metrics Limited, via the ClickAbacus web sites (referred to as the "Site"). Subscriber also is subject to any and all policies, practices, rules, standards and guidelines (collectively referred to as "Site Policies") related to the Site and the Services posted on the Site, as such Site Policies may change from time to time, and the Site Policies are hereby incorporated by reference into these Terms. All information and content on the Site may be used solely under the following Terms. By clicking the "Log-In" button, Subscriber expressly accepts and agrees to be bound by the Terms in full. If the following Terms are unacceptable, Subscriber must immediately terminate their use of the Site. Web Metrics Ltd may change the Site and these Terms in its sole discretion, at any time without notice. Subscriber will be advised of any change by postings on the Site. Use of the Service subsequent to any change constitutes Subscriber's acceptance of the change.

1. Services.
   
   1.1 Services.
   Through the Site and subject to these Terms, Web Metrics Ltd may provide Subscriber certain services related to Web Metrics Ltd's proprietary system, as described on its Site. Subject to all of these Terms, Subscriber may access and use one or more of the Services. Subscriber understands and agrees that Web Metrics Ltd 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.
   Subscriber 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 Web Metrics Ltd may undertake from time to time; or (iii) causes beyond the control of Web Metrics Ltd or which are not reasonably foreseeable by Web Metrics Ltd, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures. While Web Metrics Ltd will attempt to provide the Site and the Services on a continuous basis, Subscriber acknowledges and agrees that Web Metrics Ltd has no control of the availability of the Sites or the Services of third-party vendors or suppliers. Subscriber, 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 Subscriber'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.
   Subscriber acknowledges and agrees that Subscriber is authorised to access and use the Site and the Services solely to monitor and manage Subscriber's account, and Subscriber's right to access and use Subscriber's account is personal to Subscriber and is non-assignable. Subscriber shall not use the Services, the Site or any Web Metrics Ltd Content (as defined in Section 2.1 within this document) for any other purpose. Further, Web Metrics Ltd 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 Web Metrics Ltd, and the maximum number of times and duration Subscriber may access and use the Service. Web Metrics Ltd may change such general practices and limits at any time, in its sole discretion, with or without notice to Subscriber. Subscriber agrees that it will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access Subscriber's account with Web Metrics Ltd or to monitor or copy the Services, the Site or any Web Metrics Ltd Content except those automated means expressly made available by Web Metrics Ltd, if any, or authorised in advance and in writing by Web Metrics Ltd. Subscriber 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, Subscriber further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on Web Metrics Ltd's infrastructure, as determined by Web Metrics Ltd.
   
   
   1.4 Termination of Services.
   Subscriber understands and agrees that Web Metrics Ltd may, in its discretion, suspend or terminate Subscriber's access to and use of all or any portion of the Site and/or the Services if Subscriber violates or acts inconsistently with any provision of or the spirit or intent of these Terms, or Subscriber engages in any conduct or activities that Web Metrics Ltd determines, in its sole discretion, violate the rights of Web Metrics Ltd or any third party, or is otherwise inappropriate. Subscriber further understands and agrees that Web Metrics Ltd 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. Subscriber may terminate service at any time and for any reason only by providing written notice of termination to Web Metrics Ltd by email. Subscriber's termination notice shall be effective upon receipt of notice by Web Metrics Ltd. If Subscriber terminates the Services, Subscriber's account will be deemed terminated on the last day of Subscriber's billing cycle during which Web Metrics Ltd receives written notice of termination from Subscriber in accordance with the provisions of this Section 1.4, and Subscriber's Account Charges through the end of that billing period are non-refundable. Subscriber must remove or otherwise deactivate ClickAbacus code from their website upon termination of their ClickAbacus account. Should the Subscriber fail to remove or otherwise deactivate ClickAbacus code from the Subscriber site within 15 days of account cancellation, Web Metrics Ltd reserves the right to take measures to deliver alternative images or HTML that may provide promotional materials for Web Metrics Ltd. In addition, Web Metrics Ltd will not be liable for content of promotional materials and any damages that may result from existence of ClickAbacus code on Subscriber web site. Further, upon termination of Subscriber's use of the Services, any information or data stored by Web Metrics Ltd on the Site or otherwise on behalf of Subscriber shall no longer be available to Subscriber.
   
2. Web Metrics Ltd Content and License to Use the Service and the Web Metrics Ltd Software.
   
   
   2.1 Web Metrics Ltd Content.
   As between Web Metrics Ltd and Subscriber, 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 "Web Metrics Ltd Software"), all copyrights, trademarks, service marks and other intellectual property rights (collectively referred to as the "Web Metrics Ltd Content"), is the property of Web Metrics Ltd 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 ClickAbacus Content displayed on the Site, through the use of framing or otherwise, or the Web Metrics Ltd Software, without the prior written permission of Web Metrics Ltd or any third party that may own the trademark or copyright of material displayed on the Site.
   
   
   2.2 License to Use the Site, Services and ClickAbacus Software.
   Subject to Subscriber's full compliance with these Terms, Subscriber is hereby granted a non-exclusive, non-transferable, 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 Subscriber or Web Metrics Ltd as a part of the Services; and (ii) use the ClickAbacus Software for the sole purpose of accessing and using the Services. Subscriber shall not remove or obscure the copyright notice or other notices on the Site, and shall not modify any Web Metrics Ltd Content on the Site. Except as expressly provided herein, no part of the Web Metrics Ltd 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 Web Metrics Ltd.
   
   
   2.3 Trademarks.
   ClickAbacus and the ClickAbacus logo and any future trademarks, service marks or logos on the Site are trademarks of Web Metrics Ltd (the "Web Metrics Ltd Marks") or Web Metrics Ltd's licensor's. Without the prior written consent of Web Metrics Ltd, Subscriber shall not display or use in any manner any Web Metrics Ltd Marks or licensor's marks.
   
   
3. Links.
   Subscriber acknowledges that the Site may contain hyperlinks to third party web sites. Subscriber further understands and agrees that the linked sites are not under the control of Web Metrics Ltd, and Web Metrics Ltd is not responsible for, and makes no representations or warranties with respect to, the contents or privacy policies or practices of any linked sites or any link contained therein. The inclusion of a linked site is for Subscriber's convenience only and is not intended and should not be construed as an endorsement or recommendation by Web Metrics Ltd of the linked
   site or its content.
   
   
4. Subscriber Account and Password.
   Web Metrics Ltd, in its sole discretion, may accept or reject for any reason a prospective Subscriber as a customer of the Services. Subscriber must provide all required registration information in order to create an account to access and use any of the Services. By creating an account, Subscriber accepts and agrees to abide by and be bound by all of these Terms. Subscriber represents and warrants to Web Metrics Ltd that Subscriber shall: (i) provide current, true, accurate and complete information as required for registration of Subscriber's account; and (ii) maintain and promptly update any required registration information required of Subscriber. Upon completing the registration process, Subscriber will be provided a password and account designation. Subscriber agrees not to access the Services by any means other than through the account, password and interface provided by Web Metrics Ltd for use in accessing the Services. Subscriber is solely responsible for maintaining the confidentiality of Subscriber's password and the account, and is fully responsible for all activities that occur under Subscriber's password or account, including, without limitation, all charges incurred from use of the Services with Subscriber's password and account. If any unauthorised use of Subscriber's account or password occurs, Subscriber must notify Web Metrics Ltd via phone and/or email immediately, and Web Metrics Ltd will suspend use of the account and password until a new password is in place. Subscriber agrees that any of its agents, representatives, employees, or any other person or entity acting on Subscriber's behalf with respect to the use of the Services, shall be bound by, and shall abide by, these Terms. Subscriber further agrees that Subscriber is bound by these Terms whether Subscriber is acting on its own behalf or on behalf of a third party.
   
   
5. Security.
   Web Metrics Ltd employs reasonable security measures to protect against the loss, misuse and alteration of information under its control. Except as stated above, Subscriber shall be solely responsible for the security, confidentiality and integrity of all messages and the content that Subscriber receives, transmits through or stores on the Site.
   
   
6. Privacy.
   When reasonably practicable, Web Metrics Ltd will attempt to respect Subscriber's privacy. Web Metrics Ltd will not monitor, edit, or disclose any personal information about Subscriber, without Subscriber's prior consent unless such disclosure is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of Web Metrics Ltd; (iii) enforce these Terms; (iv) protect the interests of Web Metrics Ltd Subscribers and vendors; (v) operate or conduct maintenance and repair of Web Metrics Ltd's services or equipment, including the Services.
   
   
7. Account Charges and Payment.
   
   
   7.1 Account Charges.
   Subscriber agrees to pay Web Metrics Ltd, either directly, or with the prior written agreement of Web Metrics Ltd through a third Party approved by Web Metrics Ltd, all charges and fees for the Services incurred on or through Subscriber's account at the rates set forth in the Site at the time Subscriber orders the Services, and as such rates may change from time to time, plus any and all applicable taxes (the "Account Charges"). All Account Charges are non-refundable. Web Metrics Ltd may change the rates for the Services at any time upon posting on the Site.
   
   
   7.2 Payment.
   Unless otherwise agreed to by Web Metrics Ltd in writing, Subscriber shall pay all applicable Account Charges in advance by a valid credit card acceptable to Web Metrics Ltd. Subscriber expressly authorises Web Metrics Ltd to charge Subscriber's credit card for any and all applicable Account Charges associated with Subscriber's account. If for any reason any Account Charges remain unpaid after they are due, the Subscriber's account will be suspended until full payment is received.
   
   
8. Subscriber's Representations.
   Subscriber represents and warrants to Web Metrics Ltd that: (i) Subscriber has the power and authority to enter into and perform its obligations under these Terms, and that each person in Subscriber's organisation who accesses and uses the Site is authorised by Subscriber to use the Site and the Services for and on behalf of Subscriber; (ii) Subscriber 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 Web Metrics Ltd to perform the Services hereunder; (iii) Subscriber shall comply with all of the terms and conditions of these Terms, as amended from time to time; (iv) all information provided by Subscriber to Web Metrics Ltd or posted on the Site by Subscriber is truthful, accurate and complete, and is not misleading in any way; (v) Web Metrics Ltd is hereby authorised by Subscriber to perform all necessary Services hereunder on Subscriber's behalf; (vi) upon request by Web Metrics Ltd, Subscriber shall promptly provide a written statement in a form acceptable to Web Metrics Ltd confirming Web Metrics Ltd's authority hereunder; (vii) subscriber shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, 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 Web Metrics Ltd or any other party.
   
   
9. Prohibited Conduct.
   
   Subscriber is solely responsible for any and all acts and omissions that occur under Subscriber's account or password in using the Site, the Services and the ClickAbacus Software, and Subscriber 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 Web Metrics Ltd 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; (ix) engage in any activity the purpose of which is not expressly permitted under these Terms; or (x) engage in any other activity deemed by Web Metrics Ltd to be in conflict with the spirit or intent of these Terms.
   
   
10. Confidentiality.
    
    All information furnished to Subscriber or shared by Web Metrics Ltd with Subscriber with regard to the ClickAbacus Software, the Site and the Services will be kept confidential by Subscriber and shall not be disclosed to any third parties except: (i) at the written consent of Web Metrics Ltd; (ii) to the extent necessary to comply with any law, regulation or valid order of a court or agency of competent jurisdiction; (iii) as a part of its normal reporting requirements to its auditors and attorneys; or (iv) to the extent necessary to permit the performance of its obligations under this Agreement or to enforce its rights under this Agreement. Any information or reports collected and compiled through use of the Services by Subscriber or Web Metrics Ltd on Subscriber's behalf, will be treated in the same manner as stated above; provided, however, that Subscriber acknowledges and agrees that Web Metrics Ltd may use any such information on an aggregate basis for Web Metrics Ltd's own uses.
    
    
11. Disclaimer of Warranties.
    
    The site, the services and the ClickAbacus software are provided on an "as is" and "as available" basis, and Web Metrics Ltd 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 Subscriber's sole risk. Specifically, but without limitation, Web Metrics Ltd 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 ClickAbacus software, including, but not limited to, technical inaccuracies or typographical errors; (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 ClickAbacus 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) Subscriber's use of the Site, the Services, any data, or the ClickAbacus software; and (vi) Subscriber's use of any equipment or software, including the ClickAbacus software, in connection with the Site or the Services. Further, Web Metrics Ltd 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.
    
12. Limitation of Liability.
    
    UNDER NO CIRCUMSTANCES SHALL WEB METRICS LTD BE LIABLE TO SUBSCRIBER 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 LAWYERS' FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, ANY DATA, THE WEB METRICS LTD SOFTWARE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) SUBSCRIBER'S USE OR INABILITY TO USE THE SITE, THE SERVICES OR ANY DATA; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, THE SERVICES, THE WEB METRICS LTD SOFTWARE OR ANY DATA; (iii) DELAY, FAILURE, UNAUTHORISED 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 SUBSCRIBER'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 WEB METRICS LTD. IF SUBSCRIBER IS DISSATISFIED WITH THE SERVICES, SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR SUBSCRIBER TO TERMINATE OR DISCONTINUE USE OF THE SERVICES.
    
13. Indemnification.
    
    Subscriber agrees to indemnify, hold harmless and defend Web Metrics Ltd, 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 Subscriber; (ii) the Site, or Subscriber's use of the Site, the Services or the Web Metrics Ltd 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 Subscriber which is prohibited as unacceptable in Section 9.
    
14. Force Majeure.
    
    If the performance of any part of these Terms by Web Metrics Ltd is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, judicial or governmental action, labor dispute, war, insurrection, technical failure, act of God or any other causes beyond the control of Web Metrics Ltd, Web Metrics Ltd shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.
    
    
15. Miscellaneous.
    
    15.1 Independent Contractors.
    The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venture member, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under these Terms, except as otherwise expressly authorised by a party under these Terms.
    
    15.2 Notices.
    Except as expressly set forth herein, any notices to be given by Subscriber pursuant to these Terms shall be in writing, signed by Subscriber, and sent by: (i) facsimile transmission; (ii) first class certified mail, postage prepaid; (iii) overnight courier service, charges prepaid; or (iv) email, to the party to be notified, addressed to Web Metrics Ltd at the following address, or sent by facsimile or by email to the following facsimile number or email address, or such other address, facsimile number or email address as Web Metrics Ltd may have substituted by notice given to Subscriber as provided below in accordance with this provision. The receipt of such notice shall constitute the giving thereof:
    
    ClickAbacus.
    Web Metrics Ltd
    1 Wessex Road
    Bourne End
    Buckinghamshire
    SL8 5DT
    United Kingdom
    Fax: +44 1628 642101
    Email: customer.service@clickabacus.com
    
    Any notice to be given to Subscriber pursuant to these Terms may be sent by email to Subscriber's email address as identified in Subscriber's account information or by posting on the Site. The sending of such notice shall constitute the giving of notice thereof.
    
    15.3 Assignment.
    No rights or obligations under these Terms may be assigned by Subscriber without the prior written consent of Web Metrics Ltd. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. The parties agree and acknowledge that no third party has or shall have any rights as a third party beneficiary or otherwise arising from or relating to these Terms.
    
    15.4 Waiver.
    No waiver of any term, provision or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
    
    15.5 Severability.
    If any provision of these Terms is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
    
    15.6 Governing Law.
    These Terms shall be governed by the laws of England.
    
    15.7 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.