Attribution’s Customer Terms ofService

Effective: May 25, 2018

PLEASE READ THIS PRIVACY POLICY CAREFULLY BEFORE USING OUR SERVICES.
YOUR USE OF THIS WEBSITE INDICATES THAT YOU ACCEPT THIS PRIVACY POLICY.

1. Agreement

1.1. Your use of the Attribution service is governed by these Customer Terms of Service (the “Terms”). The terms are a contract between Customer and Attribution, and describe the services to be provided and other aspects of the business relationship.

1.2. Attribution cannot provide its Services unless Customer agrees to these Terms. In order to use the Attribution Services, you must first agree to the Terms. You can agree to the Terms by actually using the Attribution Services. By continuing to use the Services, Customer is agreeing to these Terms.

1.3. The Terms may be updated periodically. If Customer has an active Attribution subscription, Customer will be notified by email or in-app notification.

1.4. Persons barred from receiving the Attribution Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Attribution Services, are barred from using the Services.

1.5. Attribution’s Services are not intended for persons under 16. By using the Services, you affirm that you are at least 16 years of age.

1.6. These Terms and use of the Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written comments, public or otherwise, made by Attribution or any of its affiliates regarding future functionality or features.

2. Definitions

2.1. “Add-on Provider” means the third party providing services that Attribution does not control and will not be held liable for.

2.2. “Attribution” means Attribution, LLC, and its subsidiaries or affiliates involved in providing the Attribution Service.

2.3. "Attribution", "we", "us" or “our” means the applicable contracting entity.

2.4. “Attribution Services” means the services Attribution makes available through this website, including this website, the Attribution platform, the Attribution API, the Attribution Add-ons, and any other software or services offered by Attribution in connection to any of those.

2.5. "Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

2.6. "Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Service.

2.7. "Contact Information" means the name, email address, phone number on your Order.

2.8. "Customer Data" means all information that you submit or collect via the Services.

2.9.  “Free Services” means the Services or other products or features made available by us to you on an unpaid trial or free basis.

2.10. “Hard Usage Limits” means 100% of the allocated MTU as specified in the Customer Order.

2.11. “MTU” means Monthly Tracked Unique users. It is calculated by adding the number of unique user IDs and number of unique anonymous IDs that Customer tracks with Attribution.

2.12. "Order" or "Order Form" means the Attribution-approved form or online subscription process by which you agree to subscribe to the Services.

2.13. "Sensitive Information" means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.

2.14. "Subscription Fee" means the amount you pay for the Services.

2.15. "Service" “Services” means all of our web-based inbound marketing and sales applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via AttributionApp.com or another designated URL, and any ancillary products and services, that we provide to you.

2.16. "Subscription Term" means the initial term of your subscription to the applicable Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have access to the Free Services.

2.17. "Terms" means these Customer Terms of Service and all materials referred or linked to in here. If you are keeping track, the Customer Terms of Service used to be called the Terms & Conditions.

2.18. "Third-Party Products" means add-ons or other non-embedded products provided by third parties which interoperate with or are used in connection with the Services.

2.19. "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Attribution Services for your benefit and have unique user identifications and passwords,

2.20. "You", "your" or “Customer” means the person or entity using the Services as identified in the applicable account record, billing statement, or Order.

3. General Commercial Terms

3.1. Access.  Attribution will provide Customer access to its subscribed Services during the term of its Subscription as described in the applicable Order. Some Services are free and may be activated in your Attribution account. Some or all elements of the Services may be provided through third party service providers.

3.2. Additional Features.

3.2.1. Attribution may make available, through its Services, additional features, functionality, and services offered by its third-party partners (“Add-ons”). The use of Add-ons is subject to these Terms and any applicable fees.

3.2.2. For each Add-on subscription purchased through the Attribution Services, these Terms constitute a binding agreement between Customer and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein.

3.2.3. Attribution disclaims any all liability from Customer’s use of the Add-on. Any claims that Customer or any other party may have relating to that Add-on or Customer’s use of that Add-on must be made against the Add-on Provider

3.2.4. Customer acknowledges that their binding contract for the subscription license for each Add-on is with the Add-on Provider of that Add-on. Attribution is not a party to the license between you and the Add-on Provider, and Attribution is not responsible for that Add-on, its content, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on.

3.2.5. By subscribing to or purchasing an Add-on, Customer grants Attribution permission to share Application, Content, and user information with the Add-on Provider as necessary in order to provide the Add-on to the Customer.

3.2.6. Add-on licenses are granted only to the Customer, and are not assignable, transferable, or sub-licensable to Customer’s End Users. Customer may not provide or resell Add-ons to others.

3.2.7. Customer may subscribe to additional features of the Services by placing an additional Order or activating the additional features from within your Attribution account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Attribution account.

3.3. Availability. Attribution makes its best effort to keep its services online and available at all times, except for planned down-time for maintenance. Any planned maintenance will be communicated to Customer at least 24 hours in advance.

3.4. Fees and Payments.

3.4.1. Customer Subscription Fees are fixed for the Subscription Term unless Customer: (i) exceeds the terms of the Order, (ii) upgrades products or base packages, (iii) subscribes to additional features or products, or (iv) as otherwise agreed to in the Order.

3.4.2. Attribution reviews the number MTUs, prior to the end of the next Billing period. If the number of users exceeds the MTUs allocated in the Order, then Customer will be billed for the overage at the rate stated in the Order.

3.4.3. Payments. You agree to pay in accordance these Terms and your Order. If you are paying by credit card, ACH or wire, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. Further, your use of any of these methods gives us authorization to use a third party to process your payment, and consent to disclose your payment information to any necessary third parties.

3.4.4. Invoicing. Attribution may invoice the annual fees annually in advance, beginning upon the effective date of the Order. Overages will be invoiced monthly in arrears as incurred. All invoices are due and payable within 30 days from the date of the invoice, unless otherwise specified in your Order.

3.5. Your Account and Limitations of Use

3.5.1. Customer agrees to provide accurate and complete registration information when registering for any Service. Customer is responsible for the security of all account information, including passwords and payment information.

3.5.2. Customer agrees to notify Attribution within 24 hours after learning of any unauthorized use of its account by emailing Security@AttributionApp.com.

3.5.3. Customer agrees to comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software regarding its use of Attribution’s Services.

3.5.4. Customer agrees not (a) to attempt to access the Attribution administrative interface of the Services, or (b) engage in any activity that interferes with or disrupts the Attribution Services.

3.5.5. Customer agrees not to exceed the Hard Usage Limits specified as 100% of the MTU’s included in the Order. Attribution may, in its sole discretion, terminate any Customer account for repeatedly exceeding their allocated usage limit.

3.5.6. Customer agrees only to track marketing campaigns in its use of Attribution’s Services. Customer may not access the Services for the purpose of bringing an intellectual property infringement claim against Attribution or for the purpose of creating a product or service to compete with Attribution’s Services.

3.5.7. Customer agrees not use Attribution’s Services if legally prohibited from receiving or using the Services under any applicable law of any country.

3.5.8. Attribution’s Services are not designed to comply with industry-specific regulations including, but not limited to, the Federal Information Security Management Act (FISMA), Gramm-Leach-Bliley Act (GLBA), and Health Insurance Portability and Accountability Act (HIPAA). Attribution’s Services may not be used where Customer is subject to such laws.

3.5.9. Customer agrees not to use data from Attribution’s Services in legal proceedings or otherwise as evidence.

3.5.10. Customer agrees not to collect, manage, or process sensitive information. Attribution disclaims any and all liability for the collection of sensitive data that may result from Customer’s use of the Services.

3.5.11. Customer understands that Third-Party Sites and Products are not under Attribution’s control. These services are provided to Customer only as a convenience, and Attribution does not endorse, support, or warrant any Third-Party Site or Product, and as such will not be liable for any damages.

3.6. Subscription Term, Termination, Suspension

3.6.1. Customer’s subscription period and any renewal terms are specified in the Order.

3.6.2. Products added during the Subscription Term will renew along with the existing subscription, unless otherwise indicated in the Order.

3.6.3. Renewal pricing is set forth in the Order and will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above.

3.6.4. Any non-renewal notice must be made in accordance with the terms of the Customer’s Order.

3.6.5. Attribution’s Free Services may be made available until the earlier of (a) the termination date on the free subscription, or (b) the start date of Customer’s paid subscription. Customer acknowledges that Free Services are offered at Attribution’s sole discretion and may be terminated at any time.

3.6.6. Customer’s Subscription Term will end on the expiration date, unless terminated earlier by termination of either party. Customer understands that no refunds will be given if the account is cancelled.

3.6.7. Customer agrees that Attribution, in its sole discretion and for any or no reason, may terminate Customer’s account or any part thereof. Furthermore, Customer agrees that any termination of Services may be without prior notice, and that Attribution will not be liable to you or any third party for such termination.

3.6.8. Customer is solely responsible for exporting their Content and Application(s) from the Attribution Services prior to account termination. If Customer’s account is terminated by attribution, a period of reasonable opportunity will be given to retrieve Customer’s Content and Application(s).

3.6.9. Free Services may be suspended, limited, or terminated for any reason at any time without notice. Attribution may terminate any subscription to the Free Services due to account inactivity.

3.6.10. Attribution, in its sole discretion, may choose to continue to make available its   Free Services to Customer after termination. Customer agrees to continue to be subject to these terms for as long as Customer has an Attribution account.

3.6.11. Customer agrees to stop all use of Attribution’s services upon termination or expiration of the Order. If requested, Customer will provide to Attribution written confirmation that Customer has discontinued all use of Attribution’s Services.

3.6.12. If Attribution terminates this Agreement for cause, Customer will promptly pay all unpaid fees due through the end of the Subscription Term.

4. Subscription Terms

4.1. Subscription Types. Subscription terms vary depending on the subscription you purchase. Unless otherwise agreed to in an Order, Attribution offers the following standard subscription types: Full Service, Limited Service, Free.

4.2. Limits. The limits that apply to your subscription will be specified in your Order Form. Free Subscription limits may be adjusted at any time at our discretion.

4.2.1. Full Service. Any modifications made during the current-term that may negatively impact your subscription will not become effective until the next renewal Subscription Term.

4.2.2. Limited Service. We may change the limits that apply to you at any time in our sole discretion.

4.2.3. Free. We reserve the right to change the limits that apply to your use at any time in our sole discretion, and without notice to you, regardless of whether or not these are used in conjunction with Attribution Services for which you pay.

4.3. Downgrades.

4.3.1. Full Service Subscriptions may not be downgraded. Your Order should meet your anticipated needs. Limited Service. We may change the limits that apply to you at any time in our sole discretion.

4.3.2. Limited Service Subscriptions may be downgraded at the start of your next renewal Subscription Term.

4.4. Modifications. We may modify our Services from time to time, including adding or deleting features and functions, in an effort to improve your experience.

4.4.1. Full Service Subscription functionality will not be materially reduced during your Subscription Term.

4.4.2. Limited Service Subscription functionality may be materially reduced during your Subscription Term.

4.4.3. Free Subscription functionality may be materially reduced during your Subscription Term.

4.5. Customer Support. Attribution’s support of its Services are made in accordance with the Technical Support terms of Customer’s Order. Free Subscriptions are not supported.

4.6. Renewal. Your subscription will automatically renew according to the “Term” Section of your Order.

5. General Legal Terms

5.1. Customer Data. We will use Customer Data only to provide our Services, and only as permitted by applicable law. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of your Customer Data in the United States.

5.2. License.

5.2.1. This is an Agreement for access to and use of the Services under license from Attribution. Attribution gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Attribution as part of the Attribution Services as provided to you by Attribution. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Attribution Services as provided by Attribution, in the manner permitted by the Terms.

5.2.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Attribution Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Attribution, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Attribution Services or any applications running on the Attribution Services.

5.2.3. Open source software licenses for components of the Attribution Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Attribution for the use of the components of the Attribution Services released under an open source license.

5.2.4. Attribution hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Attribution trademarks and/or logos as provided here (“Marks”) for the sole purpose of promoting or advertising that you use the Attribution Services. You agree that all goodwill generated through your use of the Attribution Marks shall inure to the benefit of Attribution.

5.3. Publicity. You grant us the right to add your name and company logo to our customer list and website for marketing and promotional purposes.

5.4. Indemnification. You agree to hold harmless and indemnify Attribution, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Attribution and Partners”) from and against any third party claim arising from or in any way related to:

5.4.1. Your breach of these Terms

5.4.2. Your use of the Attribution Services

5.4.3. Your use of third-party products or services

5.4.4. The unauthorized or illegal use of the Attribution Services

5.4.5. Your violation of applicable laws, rules or regulations, or third-party agreements in connection with the Attribution Services

5.4.6. Your Content or Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Attribution will provide you with written notice within 30 days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

5.5. Disclaimers; Limitations of Liability

5.5.1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE ATTRIBUTION SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE ATTRIBUTION SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE ATTRIBUTION SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5.5.2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

5.5.3. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

5.5.4. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

5.5.5. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.

5.6. Miscellaneous

5.6.1. Modification and Termination.

5.6.1.1. We may update and change any part or all of these Terms, including our fees and charges associated with the use of our Services.  If we update or change these Terms, the updated Terms will be posted at https://www.attributionapp.com/terms and we will let you know via email or in-app notification. The updated Terms will become effective and binding on the next business day after it is posted. The "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to periodically review our Terms.

5.6.1.2. If you do not agree with a modification to the Terms, you may terminate these Terms at any time by canceling your account on the Attribution Services. You will not receive any refunds if you cancel your account. Otherwise, your subscription will continue to be governed by the terms and conditions of the Terms prior to modification for the remainder of your current term. Upon renewal, the updated Terms published by us on our website will apply.

5.6.1.3. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

5.6.2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of any “force majeure” event.

5.6.3. Actions Permitted. Except for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued.

5.6.4. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

5.6.5. Compliance with Laws. We will comply with all U.S. federal and state laws (where applicable) in providing our Services and processing Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request. By using our Services, you agree to comply with all laws, including any applicable export laws.  You will not directly or indirectly export, re-export, or transfer our Services to prohibited countries or individuals or permit the use of our Services by prohibited countries or individuals.

5.6.6. Severability. If any part of these Terms or your Order is determined to be invalid or unenforceable by applicable law, it will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision with no effect on the remainder of these Terms.

5.6.7. Notices. Notice will be sent to the contact address on the Order, and will be deemed delivered as of the date of actual receipt. We may give electronic notices by general notice or specific notice to you by email to your e-mail address on record in the Order. You must ensure your contact information is accurate.

5.6.8. Entire Agreement. These Terms, including each Order and Data Processing Agreement, where applicable, along with our Privacy Policy, is the entire agreement between us for the Attribution Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services. If non-English language versions of these Terms are published, the English version of this Terms will govern our relationship and the translated version is provided for convenience only. It will not be interpreted to modify the English version of these Terms.

5.6.8.1. Assignment. You will not assign any of rights or obligations under these Terms, whether by operation of law or otherwise, without Attribution’s prior written consent, which will not be unreasonably withheld, except if assignment is to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a competitor of the other party, change of control, or operation of law.

5.6.9. No Third Party Beneficiaries. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

5.6.10. Contract for Services. These Terms are a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to these Terms. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms or the rights and obligations of the parties under these Terms.

5.6.11. Authority. Each party represents and warrants to the other that it has full power and authority to enter into these Terms and that it is binding upon such party and enforceable in accordance with these Terms.

5.6.12. Survival. Upon any termination of the Attribution Services or your account, these Terms will also terminate, but the following sections shall survive the expiration or termination of these Terms: Definitions’, ‘Fees and Payments’, 'Your Account and Limitations of Use', ‘Subscription Term, Termination, Suspension’, ‘License’, ‘Indemnification’, ‘Disclaimers and Limitations of Liability’, ‘Miscellaneous’ and ‘Applicable Law’.

5.6.13. Precedence. In the event of a conflict between these Terms and an Order, the terms of the Order shall control, but only as to that Order.

6. Applicable Law

6.1. These Terms are governed by the laws of the State of California, U.S.A. without reference to conflict of law principles. Both parties consent to the exclusive jurisdiction and venue of the courts in San Francisco, California, U.S.A. for any dispute or claim arising out of or relating to the use of the Services or these Terms that cannot be amicably settled without court action.