1. ACCEPTANCE OF TERMS
This agreement between you or the entity or company you represent (“you”) and SCITYLANA governs your use of the software offered by SCITYLANA including any updates, revisions or new releases of any of the foregoing and any associated media, sample code, materials or documentation, in physical or electronic form (as hereinafter defined) (the "Software").
By clicking on the “I Agree” button, you agree to be bound by all the terms of this Agreement. If you do not agree to be bound by all the terms of this Agreement click on the “Cancel” button and do not install or use the Software.
If you accept the terms of this Agreement on behalf of a corporation, LLC, partnership or other non-individual entity, you hereby represent and warrant to SCITYLANA that you are fully authorized to do so and to bind such entity to this Agreement. You shall ensure that each such entity complies with the terms of this Agreement as if it were a party hereto in substitution for you. Any information of any such entity that is considered confidential shall be treated as confidential by you and shall not be disclosed to any other third party.
SCITYLANA reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time in its sole discretion by posting changes at our website, notifying you via email or by other means. Your continued use of the Software following the posting or notifying of such changes or modifications will constitute your acceptance of such changes or modifications.
In this Agreement, the following words have the meanings set out below:
- a) "Use" means use of the Software.
- b) "License" means the software license grant and general license terms set forth herein.
- c) "Term of Agreement" means a month to month period from the date this Agreement is accepted.
- d) "Licensee" (sometimes referred to as "you") means the individual or entity who uses the Software under this Agreement.
- e) "Customer" means any of the individuals or entities whose data the Licensee accesses using the Software.
- f) "Customer Data" means the data the Licensee accesses using the Software.
- g) "This Agreement" means this entire License Agreement.
- h) “Client Software” means the proprietary SCITYLANA software and all upgrades to such, which is installed by you on a computer for the purpose of extracting Customer Data from Google Analytics, together with any fixes, updates and upgrades provided to you.
- i) “Online Configuration Account” means the login protected web pages hosted by SCITYLANA that you get access to when installing the Client Software and which allows you to configure the Software.
- j) “Software” means the Client Software and the Online Configuration Account.
- k) “Documentation” means any accompanying proprietary documentation made available to you by SCITYLANA for use with the Software, including any documentation available online or otherwise.
4. DESCRIPTION OF SOFTWARE
The Software consists of two main parts: (1) a Client Software that you download and install on your computer; (2) an Online Configuration Account located on SCITYLANA’s servers. The Client Software and the Online Configuration Account communicate with each other so that you may configure the Software in certain ways by logging in to the Online Configuration Account from our website.
The Software extracts data from Google Analytics via its Application Programming Interface (API), transforms the data into a data model and loads the data into a folder on your hard drive in the form of text files.
SCITYLANA is not obligated to support or provide any updates, upgrades, revisions or new releases of the Software or any portion thereof. However, SCITYLANA, in its sole discretion, may update, upgrade, revise or provide new releases of any portion of the Software from time to time and such update, upgrade, revision or new release of the Software shall be governed by the terms and conditions of this Agreement. To continue to use the Software you are required to install such updates, upgrades, revisions or new releases of the Software. SCITYLANA has the right to discontinue or terminate your use of the Software for any reason or to terminate this Agreement if you are not using the most current update, upgrade, revision or new release of the Software. SCITYLANA has the right to determine, in its sole discretion, whether a use is a commercial or otherwise restricted use.
You understand and agree that the Software may install automatic updates. By installing this software you consent to such automatic updates.
6. SUBSCRIPTION PLANS
“SCITYLANA Free” is free of charge but has certain limitations. SCITYLANA reserves the right to modify these limitations from time to time. The current limitations are described on our website.
“SCITYLANA Desktop” is a paid-for plan with extended functionality aimed at the individual analyst.
“SCITYLANA Server” is a paid-for plan with extended functionality aimed at the IT professional.
SCITYLANA reserves the right to modify from time to time the subscription plans, including the functionality and limitation of each version.
7. FEES AND PAYMENT
For certain subscription plans, SCITYLANA charges a monthly fee to Licensee at rates described on our website.
You agree that because the Software subscription is based on Google user IDs and Google Analytics accounts, properties, views, dimensions and measures, a condition for license is agreeing to logging of this information by SCITYLANA licensing servers.
The monthly subscription fee payable is calculated based on metering. Each time the Software is run, it reports the Google Analytics accounts, properties, views, dimensions and measures that have been queried to the SCITYLANA licensing servers.
If you accept this Agreement and purchase a subscription plan, you are authorizing SCITYLANA to cause your credit card to be billed or receive an invoice for the monthly subscription fee and any other fees that you have chosen to incur as a result of the use of the subscription. If for any reason any of our charges for these fees are rejected or refused by your credit card issuer after multiple billing attempts, or your check is not accepted by our bank, this Agreement and your subscription and license to Use the Software will terminate. It is your sole responsibility to ensure that payment is made and to notify SCITYLANA’s billing agent of any changes in your payment details
Cancellation may be effected by following the procedures posted on our website at the time you wish to cancel.
Until cancelled by Licensee or SCITYLANA, the subscription will continue on a month to month basis at the then prevailing rates established by SCITYLANA which may differ from those described herein, or on our websites, but such subscription will remain subject to all other terms of this Agreement.
Once you accept this Agreement, it will be binding for the entire term of agreement. If this agreement is terminated by either you or SCITYLANA, SCITYLANA will discontinue billing your credit card for any months after the month in which termination occurred. We will not pro-rate or refund any fees paid for the month in which termination occurred.
9. REGISTRATION, PASSWORD AND SECURITY
To install and use the Software, you must complete the registration process by providing SCITYLANA with current, complete and accurate information as prompted by the registration form, including your e-mail address (username) and password. You represent that you are of legal age to form a binding contract.
You shall protect the confidentiality of the passwords and username issued to you by SCITYLANA and take full responsibility for your own, and third party, use of your password or account. From time to time, SCITYLANA’s (or its wholly owned subsidiaries’) support staff may log in to your Online Configuration Account under your password in order to maintain or improve the Software, including to provide assistance with technical or billing issues. You hereby acknowledge and consent to such access.
You may not provide access to the Client Software to third parties. However, you may (at your own risk) provide access to the Online Configuration Account to third parties provided that you remain responsible for such third parties' use of any information or other material you provide.
For the Software to function, you must give the Software access to the Google Analytics Application Programming Interface (API). In doing so you agree to comply with the terms of service of that service. You acknowledge that the availability, accuracy and speed of access to Google Analytics data relies solely on Google Inc. You also acknowledge that Google may remove access to their services, in particular if their API quota rules are exceeded, and it is your sole responsibility to manage how many API requests are made per day, and to limit use of the tool to comply with Googles quota.
You acknowledge and agree that the use of the Software has certain Computer System Requirements which are described in the Documentation of the Software, and that you must independently, at your own cost, purchase or appropriately acquire the Computer System Requirements.
You further agree that it is your responsibility to ensure that the Software has adequate internet network connectivity to function. In order to function correctly the Software must be able to connect to the SCITYLANA licensing servers to manage the monthly licensing process, and implement the logging of Google Analytics Accounts accessed, which is the basis of certain subscription plans.
SCITYLANA cannot and does not guarantee or warrant that its website or the Software is compatible with your system or devices or that the Software will be free of viruses, disabling devices or other code that manifests contaminating or destructive properties.
You are responsible for implementing the safeguards to protect the security and integrity of your systems and devices. You are responsible for the costs of any service, repairs or connections which may be necessary to your systems and devices as a result of your use of the Software.
12. NON EXCLUSIVE LICENSE
During the Term of Agreement, subject to continuing payment of monthly fees as set forth herein and to compliance with the terms contained herein, Licensee will have a limited, non-exclusive, non-transferable, non-sublicenseable user based license to use, display, store, load, install and execute the Software in accordance with the Documentation provided by SCITYLANA. If Licensee allows another individual to download or Use the Software, Licensee will be liable for compliance with this Agreement, and for any violations by that user of this Agreement.
You will not nor will you allow any third party to
- a) copy, modify, adapt, translate or otherwise create derivative works of the Software or its Documentation
- b) reverse engineer, decrypt, extract, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except to the extent applicable laws specifically prohibit such restriction
- c) rent, sublicense, lease, sell, assign or otherwise transfer rights (or purport to do any of the same) in or to the Software or its Documentation;
- d) remove any proprietary notices or labels on the Software or which are otherwise placed by the Software; or
- e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Software. You will use the Software solely for your own internal use, and will not make the Software available for time sharing, application service provider or service bureau use. You will comply (and shall ensure that any third parties to whom you grant access to the Software comply) with all applicable laws and regulations relating to the use of and access to the Software and its Documentation.
This License confers no title or ownership and is not a sale of any rights in the Software. Licensee is granted only the right to use the software without right of sublicense. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Software directly against the Licensee in the event of any infringement.
SCITYLANA may terminate the subscription and License immediately without prior notice for failure to comply with any terms of this Agreement. Immediately upon termination, Licensee will no longer have any right to use the Software.
The Software embodies confidential information and valuable trade secrets of SCITYLANA and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of SCITYLANA and its business, including the Software, and will not release, disclose or divulge any such proprietary confidential information. You will take all reasonable steps to ensure that confidential or proprietary information of SCITYLANA and its business is not disclosed or distributed in violation of the terms of this Agreement.
As a condition of your use of the Software, you agree that SCITYLANA has the right, for any purpose, to collect, retain, use, and publish in an aggregate manner information collected in your use of the Software, including without limitation, with respect to the Customer Data.
14. PROPRIETARY RIGHTS NOTICE
The Software is proprietary to SCITYLANA and its licensors. The Software is protected by copyright and other intellectual property laws. All rights, title and interest, including all copyright and other intellectual property rights in and to the Software are owned by SCITYLANA or its licensors. All rights not expressly granted in this Agreement are reserved to SCITYLANA.
Without limiting the generality of the foregoing, you agree not to (and to not allow any third party to)
- a) use the trademarks, service marks, trade or business names, logos, domain names, other distinctive brand features or any other copyrighted material or other proprietary rights owned by SCITYLANA and which are associated with the Software without the express written consent of SCITYLANA;
- b) register, attempt to register or assist any third party to register or attempt to register any trade mark, service mark, trade or business name, logo, domain name, other distinctive brand feature or any other copyrighted material or proprietary right associated with the Software or with SCITYLANA, otherwise than in the name of SCITYLANA and with SCITYLANA express prior written consent;
- c) remove, obscure or alter any notice of copyright, trademark or other proprietary right notice appearing in or on any item included with the Software.
You agree to indemnify and hold SCITYLANA and its affiliates and their respective directors, officers, employees and agents harmless from and against any claim, damage, liability, loss or demand, including reasonable attorneys’ fees, due to or arising out of your use of the Software, or the infringement by you, of any intellectual property or other right of any person or entity.
16. DISCLAIMER OF WARRANTIES
The Software and SCITYLANA services are provided on an "as is with all faults" basis without warranties of any kind. SCITYLANA and its licensors expressly disclaim all other warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, compatibility or that the application or service are free of viruses or other disabling devices, are accurate, or error free or that errors will be corrected or that the application or service will operate without interruption. The use or performance of the application and service is at your own risk.
17. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event will SCITYLANA or its licensors be liable for any special, incidental, indirect, consequential or punitive damages; or damages for loss of profits, loss of data or information, business interruption or other pecuniary loss arising out of this agreement, the use of the Software or SCITYLANA services, the ability or inability of the Software or SCITYLANA services to access or be used together or with any other application or any electronic device, the provision of or failure to provide the Software or SCITYLANA services, including support services for the Software, even if SCITYLANA and its licensors have been advised of the possibility of such damages.
In any case, to the maximum extent permitted by applicable law, the entire liability of SCITYLANA and its licensors arising in any manner under or in connection with this agreement shall be limited to $1.00.
18. SCOPE OF LIMITATION AND DISCLAIMER
The foregoing limitations and disclaimers apply regardless of the causes or circumstances giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based on negligence or other torts, strict liability, breach of contract including, without limitation, fundamental breach or breach of a fundamental term, product liability or infringement of any patent, copyright, trade secret, trade-mark or other intellectual property right.
19. CONFORMANCE WITH LAW
You agree to use the Software for lawful purposes only and in a manner consistent with all applicable local, provincial, state, national or international laws, rules and regulations.
20. TERM AND TERMINATION
This Agreement is effective from the date you click "I accept" and shall continue in full force and effect unless terminated in accordance with this Agreement. This Agreement will terminate immediately if you fail to comply with any term or condition of this Agreement. Upon any termination of this Agreement, you may no longer access or use the Software. Termination of this Agreement will not prevent SCITYLANA from pursuing any other remedies available to it, including injunctive relief. Upon termination you agree to cease all use of the Software and immediately uninstall the Software.
21. MISCELLANEOUS; APPLICABLE LAW AND VENUE
This Agreement will be governed by and construed in accordance with the laws of Denmark, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
Notwithstanding the foregoing, you agree that SCITYLANA shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.