Terms of Service

Introduction
1. The Service
2. Underage Users
3. Authorized users
4. Registration
5. Warrants and representations
6. Free Trial
7. Fees and Payments
8. Access and Use Restrictions
9. Third-party sources
10. Subcontractors
11. Term and Termination
12. Intellectual Property and Customer Data
13. Confidential information
14. Privacy Policy and processing of data
15. Indemnification
16. Limitation of Liability
17. Force Majeure
18. Governing law and dispute resolution
19. Other terms

Introduction

These Terms of Service (the “Terms”) order form and/or any other agreement specified as such constitute the entire agreement (“Agreement”) between the Customer or “You” and Baresquare Ltd (“Baresquare” or “we,” “our” or “us”), regarding your use of our services specified in the Terms (the software, and services are collectively referred to as the “Service”).

We urge you to read these Terms carefully.

1. The Service

The Service is an analytics and monitoring solution. In such capacity it assists customers to process their analytics data in an automated manner. The Service is provided electronically through user interfaces on a platform managed and hosted by Baresquare. Access to said platform presupposes registration. Depending on the use of the Service additional terms of service may apply.

You acknowledge that Baresquare may make modifications to the Service during the Term. Baresquare will make reasonable efforts to notify you of any material changes to the Service in advance. In the event of such material modifications to the Service, Baresquare may provide further instructions to you with respect to any actions required by you in order to continue access and use of the Service. However, Baresquare may proceed with such modifications without prior notice to you especially when such modifications do not affect your rights or obligations under this Service.

2. Underage Users

This Service is intended for users who are at least 18 years old. If you are not, please refrain from accepting this Terms and using the Service.

3. Authorized users

You may authorize your employees or other individual authorized users (collectively, “Authorized Users”) to use the Service but you agree that you are fully responsible with respect to any use of the Service by Authorized Users, such use including any breach of these Terms.

4. Registration

Registration is a precondition to use of the Service. Such registration may be performed automatically by use of a Google Account. You can find out which data Google will provide to us upon such registration in our “Privacy Policy”

You agree and will make sure that you and all Authorized Users shall:

provide accurate, current and complete information when required registration forms on the Service and maintain such data accurate, current and complete
not share with any third party, any logins, passwords, or other credentials that you or any Authorized User have provided to us or that are assigned to you or any Authorized User for use on the Service and protect their security
maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete;
notify us immediately if you understand or suspect that of an unauthorized use of the Service has taken place, at privacy@baresquare.com. Any activity on an Authorized User’s account shall be the sole responsibility of the Customer.

5. Warrants and representations

You represent and warrant that:
- any information you submit is true and accurate
- that you are 18 years old or older
- you are fully able and competent to agree to these Terms and enter in this agreement
- that you have the authority to bind the Customer you have listed, when not yourself
- you are authorized to use the Credit Card you have provided to us when purchasing services
- you are authorized to provide the Service with access to the Third Party Sources (ex your google analytics account see art.9)
BARESQUARE DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR ACCESS TO ANY CONTENT OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING BARESQUARE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. ACCORDINGLY, YOUR USE OF THE SERVICE AND OF ANY CONTENT ACCESSIBLE THROUGH THE SERVICE IS AT YOUR SOLE RISK.
EXCEPT FOR ANY EXPRESS WARRANTIES INCLUDED HEREIN, WE DISCLAIM ALL WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW

6. Free Trial

We may at our sole discretion offer you free trials for selected features of the Service or a limited time trial period of the entire Service. In such case additional Terms of Service may apply which you will be asked to accept, prior to accessing the Free Trial. Baresquare reserves the right to determine if you are eligible for a free trial and to discontinue any free trial without notice at our sole discretion.

7. Fees and Payments

A Free Trial and selected features of the Service may be offered to you free of charge. However, we may charge fees for certain features, either on a one-time or a subscription basis for other features (Paid Services). In such case we will require that you accept additional terms prior to accessing such features. We may implement fees for features that are currently free of charge or change the fees for certain features at any time, but we will always provide you advance notice by appropriate means.

8. Access and Use Restrictions

Your right to access and use the Service is personal, limited to your internal business purposes, non-transferable, non-exclusive, and revocable.
Your access and use of the Service are based on the Service client, data source, data destination and usage restrictions.
You will not attempt to, and will not permit or encourage any third party to:
1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software; or conduct any load testing or penetration testing on the Service
2. modify, translate, or create derivative works based on the Service
3. interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
4. use the Service for the benefit of a third party; sub-license its right to access and use the Service or “frame”, “mirror,” sell, resell, rent, or lease any portion of the Service
5. incorporate any part of the Service into a website, app or service without our prior express written authorization
6. access, monitor, or copy any content or information on the Service using any technological/ automated means such as robots, spiders, etc. You may also not monitor or copy any content or information other than what you yourself have imported on the Service by any manual process without our express written permission;
7. deep-link to any portion of the Service without our express written permission;
8. insert a virus, malware, or any type of harmful code into the Service
9. use the Service or any Baresquare Confidential Information, related to provision of the Service, which you and/or any authorized user have accessed in order to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service.
10. violate any applicable local, national, or international law or regulation.
Access and use of the Service may be restricted to one individual, company, or specific data access/usage and additional restrictions may be imposed. In such case will make reasonable efforts to provide you with advance notice.
We may at any time terminate or temporarily suspend access to the Service if we have reason to believe that you are in breach of these Terms or if you are otherwise abusing the Service.

9. Third-party sources

For services to be provided, Baresquare will at least need access to:
a. See and download Google analytics data using the customer’s Google Analytics Core Reporting API
b. Other third party sources, access to which shall be a prerequisite to future features
all containing the data Customer wishes to import on the Service and hereinafter jointly referred to as the “Third Party Sources”.

Baresquare may, during the Term, change or discontinue the Third-Party Sources that are compatible with the Service.

Please note that with respect to Google services, you can revoke Baresquare’s right to access your data at any point from your Google account control panel (https://security.google.com/settings/security/permissions).
Baresquare assumes no liability whatsoever if access of Service to data and information contained in Third Party service require any licences, consents, authorizations or any other obligations stipulated in your agreements with Third- Part sources. Accordingly, Baresquare assumes no liability if certain features or the entirety of the Service cannot be provided when such Third-Party sources have restricted access of the Service to information, data or accounts described under subparagraph 9.a. above.

10. Subcontractors

Customer acknowledges that Baresquare may engage subcontractors to perform the Service under the Agreement.

11. Term and termination

Your Service account, subscription to the Service and/or Service plan (free trial or other) remain in effect unless you terminate them or unless Baresquare terminates your account. Upon the termination or expiration of the Agreement, you must immediately stop using the Service
Your subscription to the Service and/or Service plan (free trial or other) may, depending on your choice, be automatically renewable or valid for a fixed period, pending on the Terms applicable to said plan/ subscription. When such conditions apply you will be invited to accept additional terms prior to provision of Services.
In principle, when your subscription is automatically renewable, your subscription to the Service will remain in effect and will be renewed automatically at the end of each subscription period unless you or Baresquare terminate it. When your subscription is not automatically renewable, it will automatically terminate at the end of the agreed subscription period.
Baresquare may terminate this Agreement or terminate or suspend Customer’s and/or any Authorized User’s access to an account and/or the Service, or some of these features in the following circumstances:
1. When Customer or Authorized User’s use of the service is in breach of applicable Laws and/or these Terms. In case of Customer or Authorized user’s use is in breach of these Terms, Baresquare at its own discretion, may provide notice to Customer of such breach, and suspend termination and/or suspension if breach is remedied within fifteen (15) days of Customer receiving such notice.
2. When applicable fees/charges due remain unpaid fifteen (15) days after due date
3. If Customer’s or any Authorized User’s use of the Service may, in Baresquare’s discretion, result in material harm to Baresquare, its subcontractors, affiliates, or another customer of the Service.
Either party can terminate the Agreement upon written notice to the other party if the other party, becomes insolvent, or is subjected to bankruptcy or liquidation proceedings, or makes an assignment for the benefit of creditors.

12. Intellectual Property and Customer Data

The “Baresquare” name, logos, and any other product or service name or slogan contained on the Service are the property of Baresquare and may not be used, copied, imitated in whole or in part, without the prior written permission of Baresquare. Other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners and use of the Service does not imply a license to use such trademarks in any manner or an endorsement, sponsorship, or recommendation of third parties.
Baresquare may use your company name(s) and logo(s) for marketing purposes, including on the Baresquare website and in press releases, promotional and sales literature, customer/prospect presentations, and customers lists during term of this agreement for a period of time up to five (5) years following its termination.
Baresquare owns all right, title, and interest, including all intellectual property rights, in and to the Service, and any services available in connection with the Service. If a right is not granted to Customer and any Authorized Users expressly by these Terms, no other rights or licences are granted, either express or implied.
Customer retains all rights to all data and information that Customer, or another party on Customer’s behalf, grants access to or provides to Baresquare during provision of Service (“Customer Data”). Unless otherwise stipulated by applicable Laws, Baresquare may further process such data in anonymous form in orde
1. to build or improve the quality of its services
2. to detect security incidents and defend against any fraudulent or illegal activity
3. to protect against fraudulent or illegal activity
4. to create aggregated anonymous statistics.

13. Confidential information

When Baresquare shares non-public information about the Service or the Company with you, you agree to keep it confidential and additionally use reasonable security measures to restrict disclosure to only your employees if such disclosure to them is necessary and to prevent unauthorized disclosure of or access to that information by all other parties. When disclosure is necessary to affiliates and other third parties, such parties must be bound by confidentiality obligations, and in all cases Customer still remains liable to Baresquare when appropriate confidentiality obligations are not in place and/or are breached.

14. Privacy Policy and processing of data

Baresquare may process personal data as both 1) data controller; and 2) data processor on documented instructions from you as the data controller.
As a data controller, we process personal data about you when you sign up for the Service or when you otherwise provide personal information to us in the context of this Agreement. Our collection and use of this information, which we process as the data controller, is described in the Privacy Policy, available at baresquare.com/privacy-policy.
As a data processor, we process such personal data which you have provided to us (including collected or generated through the use of the Service) for the purpose of providing the Service. This type of processing is governed by a separate Data Processing Agreement entered into between you and Baresquare when you sign up for the Service, and you shall be asked to review and agree to it once you have opted to use the Service in any manner (Free-Trial, Subscription etc).

15. Indemnification

Limitations of article 16 notwithstanding and under the condition that Customer has notified Baresquare in writing of a claim or action within a reasonable time, Baresquare will indemnify, defend and hold harmless Customer from and against any costs, damages, expenses, and liabilities in relation to third-party claims or actions stemming from infringement of a third party’s intellectual property rights due to Customer’s use of the Service. Baresquare however shall not indemnify, defend and hold harmless Customer to the extent that such claims or actions are related to i) any modification or combination of the Service by Customer ii) use of any third-party Service not provided by Baresquare; iii) any third-party programs, information, or data, iv) use of the Services by Customer or an authorized user in violation of these Terms and/or applicable Law.
Limitations of article 16 notwithstanding, Customer will defend, indemnify and hold harmless Baresquare from and against any costs, damages, expenses, and liabilities in relation to third-party claims or actions arising out of or relating to:
1. any breach by Customer or any Authorized User of these Terms or applicable Law;
2. any data, information, or content granted access to or provided by Customer, including any infringement (actual or alleged) of third-party intellectual property rights or rights to privacy
3. any gross negligence, willful misconduct, or fraud by Customer.

16. Limitation of Liability

Neither party nor its subcontractors or licensors shall be liable for any indirect, incidental, special, consequential damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses arising out of this Agreement.
Baresquare’s maximum aggregate total liability towards the Customer and its Authorized Users for all claims in relation to the Service and/or under these Terms is Limited to the greater of 2.000 Euros or the amount of annual fees paid by Customer for use of the Service. This limitation is applicable regardless of whether the liability is in tort or contract.

Any limitations of liability under this article 16 shall not apply with respect to breach of Confidentiality obligations (art 13) or in the event of gross negligence, wilful misconduct, or fraud.

17. Force Majeure

Parties shall not be held responsible for any failure or delay in the performance of their obligations under this Agreement (except for any payment obligations) due to causes beyond their reasonable control (a “Force Majeure Event”), including but not limited to, acts of god, pandemics, epidemics, public health emergencies, war, acts of terrorism, strikes, lockouts, shortages of energy, denial of service or other malicious attacks, telecommunications failure.

18. Governing law and dispute resolution

These Terms shall be governed and construed in accordance with the laws of England and Wales.

Any dispute or claim arising out of or relating to this contract its termination and validity thereof, shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

19. Other terms

Failure of Baresquare to act in a particular circumstance does not constitute a waiver of our rights and actions.
Should any provision of these Terms be found to be invalid, unlawful, null, void, or unenforceable, such invalidity shall not affect the rest of these Terms and the remaining provisions of these Terms will continue to be in full force and effect.
The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.
Baresquare may change the content of this Agreement, subject to posting a notice of change in its web page.
Any notices under or in relation to the Agreement shall be in writing, emails included