TrueMetric Terms of Service

1. Definitions

• "Customer" or "You" means the individual or Organization registered to use the Service.
• "Customer Data" means any data, information, or material submitted by you or collected via the Tracking Script implemented on your Website(s) through your use of the Service. This includes aggregated End-User analytics data and your Account Information.
• "End-User" means a visitor to your Website(s).
• "Service" means the TrueMetric analytics platform, tracking scripts, APIs, dashboard, website, and related services.
• "Tracking Script" means the code provided by us for you to install on your Website(s) to enable data collection by the Service.
• "Website(s)" means the website(s) owned or controlled by you on which you implement the Tracking Script.

2. Service Description

TrueMetric provides a privacy-focused web analytics service designed to help Customers understand their website traffic while minimizing the collection of personal data from End-Users. Key features are described on our website and may evolve over time.

3. Account Registration and Security

To use the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and keep your account information updated. You are responsible for safeguarding your account password and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

4. Use of the Service

4.1. License Grant: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during the Term.

4.2. Acceptable Use: You agree not to:

• Use the Service for any illegal or unauthorized purpose.
• Attempt to reverse engineer, decompile, or disassemble the Service or Tracking Script.
• Interfere with or disrupt the integrity or performance of the Service.
• Attempt to gain unauthorized access to the Service or its related systems.
• Use the Service to track websites you do not own or operate.
• Transmit any viruses, worms, or malicious code.
• Use the Service in a way that violates the privacy rights of End-Users or applicable laws (including GDPR, CCPA, etc.).
• Misrepresent your affiliation with TrueMetric or Chelsea AI Ventures Ltd..

4.3. Customer Responsibilities: You are solely responsible for:

• Implementing the Tracking Script correctly on your Website(s).
• Ensuring your use of the Service and your collection/use of Customer Data (including any data you collect from End-Users beyond what TrueMetric collects) complies with all applicable laws, regulations, and privacy policies, including providing necessary notices and obtaining required consents from End-Users if applicable to your data practices beyond TrueMetric's core function.
• Maintaining your own privacy policy that accurately reflects your data practices, including your use of third-party services like TrueMetric.

5. Fees and Payment

Our fees for using the Service are detailed on our Pricing Page (link to planned page) and are based on your selected plan and usage (e.g., pageviews). Fees are typically billed in advance on a monthly or annual basis.

• Payment: You agree to pay all applicable fees using a valid payment method. We use a third-party payment processor (specify provider, e.g., Stripe) to handle transactions.
• Automatic Renewal: Subscription plans automatically renew unless cancelled prior to the renewal date.
• Taxes: Fees are exclusive of taxes. You are responsible for paying all applicable taxes.
• Price Changes: We reserve the right to change fees upon reasonable notice (e.g., 30 days), typically communicated via email or within the Service.
• Refunds: Fees are generally non-refundable except as required by law or explicitly stated otherwise.

6. Intellectual Property

6.1. Our IP: We own all right, title, and interest in and to the Service, including all underlying software, technology, documentation, and trademarks. These Terms do not grant you any ownership rights.

6.2. Customer Data: You retain all ownership rights to your Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to use, process, transmit, and display Customer Data solely as necessary to provide, maintain, and improve the Service in accordance with these Terms and our Privacy Policy.

6.3. Feedback: If you provide us with feedback or suggestions regarding the Service ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use such Feedback for any purpose without obligation or compensation to you.

7. Customer Data and Privacy

Our collection and use of information are governed by our Privacy Policy. You agree to its terms. You are responsible for ensuring that your collection and use of data through the Service comply with all applicable privacy laws and your own privacy policy.

We implement reasonable security measures to protect Customer Data but cannot guarantee absolute security. You acknowledge that you provide Customer Data at your own risk.

8. Confidentiality

"Confidential Information" includes non-public information disclosed by one party to the other, designated as confidential or reasonably should be understood as confidential. Our Confidential Information includes the Service's non-public aspects. Your Confidential Information includes your non-public Customer Data. Each party agrees to protect the other's Confidential Information using reasonable care and not disclose it except as necessary to perform obligations under these Terms or as required by law.

9. Term and Termination

9.1. Term: These Terms commence upon your acceptance and continue until your subscription expires or is terminated.

9.2. Termination by You: You may terminate your account and these Terms at any time by following the cancellation procedures within the Service or contacting support.

9.3. Termination by Us: We may suspend or terminate your access to the Service and these Terms with immediate effect if you breach these Terms, fail to pay fees, or if required by law. We may also terminate for convenience with reasonable notice (e.g., 30 days).

9.4. Effect of Termination: Upon termination, your right to use the Service ceases immediately. We may delete your Customer Data shortly after termination according to our data retention policies (see Privacy Policy). Sections concerning Fees (outstanding), Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Miscellaneous will survive termination.

10. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR SECURE. YOU USE THE SERVICE AT YOUR OWN RISK. ANALYTICS DATA MAY CONTAIN INACCURACIES DUE TO FACTORS OUTSIDE OUR CONTROL (E.G., BROWSER BLOCKING, NETWORK ISSUES).

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Chelsea AI Ventures Ltd., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless Chelsea AI Ventures Ltd., its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; or (d) your Customer Data or your collection/use thereof in violation of applicable laws or your privacy policy.

13. Self-Hosting Specific Terms

If you license the self-hosting version of the Service ("Self-Hosted Service"), the following additional terms apply:

• License: We grant you a specific license (as defined in your separate self-hosting agreement or order form) to install and operate the Self-Hosted Service on infrastructure controlled by you, solely for your internal business purposes.
• Customer Responsibility: You are solely responsible for procuring, managing, securing, maintaining, and updating the infrastructure (servers, databases, networks, operating systems, etc.) required to run the Self-Hosted Service.
• Data Handling: You are solely responsible for the security, privacy, and compliance of all Customer Data processed and stored within your self-hosted environment. Our Privacy Policy governs our handling of your Customer *account* information, but not the analytics data you process yourself.
• Support: Support for the Self-Hosted Service is provided according to the terms of your specific subscription plan or agreement. We do not provide support for your underlying infrastructure.
• Updates: We may provide updates or new versions of the Self-Hosted Service. You are responsible for applying these updates according to our instructions.
• Restrictions: You may not redistribute, sublicense, or modify the Self-Hosted Service beyond the terms of your license agreement.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Service shall be resolved exclusively through binding arbitration held in London, England, or in the competent courts of England and Wales, as determined by applicable law and potentially modified by mutual agreement or specific jurisdictional requirements. (**Note:** Arbitration clauses need careful legal review).

15. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Service interface, by email to your registered email address, or other reasonable means before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the changes, you must stop using the Service.

16. Miscellaneous

• Entire Agreement: These Terms (including the Privacy Policy and any applicable Order Forms or Self-Hosting Agreements) constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any right or provision will not be considered a waiver of that right or provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• Notices: Notices to us should be sent to legal@truemetric.info. Notices to you will be sent to your registered email address or via the Service.

17. Contact Information

If you have any questions about these Terms, please contact us at legal@truemetric.info or support@truemetric.info.

Chelsea AI Ventures Ltd.