Master Service Agreement
Learn about our master service agreement below.
What is Master Service Agreement?
Master Service Agreement is legal agreement of a person acquiring the services from the respective provider. In other words, both parties have to stand and work according to terms of services to enjoy the flawless services. Everyone willing to use our services is automatically agreeing on the following terms and conditions.
1. SERVICES AND SUPPORT
1.1 Subject to the terms and conditions, Metrix Digital will provide the Customer with access to the Services through the internet. The Services are subject to modification from time to time at Metrix Digital’s sole discretion, for any purpose deemed appropriate by Metrix Digital. Metrix Digital will use reasonable efforts to give the Customer prior written notice of any such modification.
1.2 Metrix Digital will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the preceding, Metrix Digital reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Metrix Digital.
1.3 Subject to the terms hereof, Metrix Digital will provide reasonable support to Customer for the Services from Monday through Friday during Metrix Digital’s normal business hours.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Access to the Services may require the Customer to install certain software applications. Customer agrees to be bound by any End-User Software Agreements that govern the installation and use of such client software applications. Suppose Metrix Digital authorizes the Customer to distribute any such application to its end-user content customers (“End Users”). In that case, the Customer may do so only after effectively binding such End Users to the applicable End-User Software Agreements provided by Metrix Digital to benefit Metrix Digital.
2.2 Customer will not, and will not permit any third party to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is not allowed only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or any purpose other than its use for the benefit of End Users; or use the Services or Software other than following this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation).
2.3 Customer will cooperate with Metrix Digital in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required and taking such other actions as Metrix Digital may reasonably request. The Customer will also cooperate with Metrix Digital in establishing a password or other procedures for verifying that only designated employees of the Customer have access to any administrative functions of the Services.
2.4 Customer will designate an employee responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Metrix Digital.
2.5 Customer at this moment agrees to indemnify and hold harmless Metrix Digital against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the preceding or otherwise from Customer’s use of Services. Although Metrix Digital has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Metrix Digital may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the preceding.
2.6 Customer will be responsible for maintaining customer account security, passwords (including but not limited to administrative and user passwords) and files, and for all Customer account uses with or without Customer’s knowledge or consent.
2.7 Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and other services operated or provided by third parties (“Third Party Services”). Metrix Digital is not responsible for the operation of any Third Party Services or the Services’ availability or operation to the extent such availability and operation are dependent upon Third Party Services. The Customer is solely responsible for procuring any rights necessary to access Third Party Services and comply with any applicable terms or conditions thereof. Metrix Digital does not make any representations or warranties concerning Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third-party provider and is governable by such third party’s terms and conditions
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (from now on referred to as “Proprietary Information” of the Disclosing Party).
4. INTELLECTUAL PROPERTY RIGHTS
Except as expressly set forth herein, Metrix Digital alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the customer or any third party relating to the Service and the Software, which are now assigned to Metrix Digital. Customer will not copy, distribute, reproduce or use any preceding except as expressly permitted under this Agreement. The customer is granted a non-exclusive, non-transferable, revocable right to only use the Resulting Data for internal analysis purposes. This Agreement is not a sale and does not convey to customers any ownership rights in or related to the Service or Software or any intellectual property rights.
Metrix Digital will obtain and process documentation content/data provided by or on behalf of the customer (“Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and the customer now represents and warrants that they do) have and retain all right title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights concerning that Content. Suppose Metrix Digital receives any notice or claim that any Content, or activities hereunder concerning any Content, may infringe or violate the rights of a third party (a “Claim”). In that case, Metrix Digital may (but is not required to) suspend activity hereunder concerning that Content and Customer will indemnify Metrix Digital from all liability, damages, settlements, attorney fees, and other costs and expenses in connection with any such Claim, as incurred.
Metrix Digital shall hold customer harmless from liability to unaffiliated third parties resulting from infringement by the Service of any copyright or misappropriation of any trade secret, provided Metrix Digital is promptly notified of any threats, claims, and proceedings related to it and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Metrix Digital will not be responsible for any settlement it does not approve. The previous obligations do not apply for portions or components of the Services:
- Not created by Metrix Digital.
- Resulting in whole or in part per Customer specifications.
- Those are modified after delivery by Metrix Digital.
- Combined with other products, processes, or materials where the alleged infringement relates to such combination.
- The customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
- Where customer’s use of is not strictly under this Agreement and all related documentation.
The customer will indemnify Metrix Digital from damages, costs, settlements, attorneys’ fees, and expenses related to any claim of infringement or misappropriation excluded from Metrix Digital’s indemnity obligation by the preceding sentence.
5. PAYMENT OF FEES
7. CLIENT SOFTWARE SECURITY
8. WARRANTY DISCLAIMER
9. Limitation Of Liability
In No Event Will Metrix Digital (Or Any Of Its Agents, Affiliates, Licensors Or Suppliers) Be Liable For Any Indirect, Punitive, Incidental, Special, Or Consequential Damages, Or Cost Of Procurement Of Substitute Goods, Services Or Technology, Arising Out Of Or In Any Way Connected With The Use Of The Services Or Anything Provided In Connection With This Agreement, The Delay Or Inability To Use The Services Or Anything Provided In Connection With This Agreement Or Otherwise Arising From This Agreement, Including Without Limitation, Loss Of Revenue Or Anticipated Profits Or Lost Business Or Lost Sales, Whether Based In Contract, Tort (Including Negligence), Strict Liability, Or Otherwise, Even If Metrix Digital Has Been Advised Of The Possibility Of Damages. The Total Liability Of Metrix Digital, Whether Based In Contract, Tort (Including Negligence Or Strict Liability), Or Otherwise, Will Not Exceed, In The Aggregate, The Lesser Of (I) Ten Thousand Dollars, Or (Ii) The Fees Paid To Metrix Digital Hereunder In The Three Month Period Ending On The Date That A Claim Or Demand Is First Asserted. The Foregoing Limitations Will Apply Notwithstanding Any Failure Of Essential Purpose Of Any Limited Remedy.
If Any Provision Of This Agreement Is Found To Be Unenforceable Or Invalid, That Provision Will Be Limited Or Eliminated To The Minimum Extent Necessary So That This Agreement Will Otherwise Remain In Full Force And Effect And Enforceable. This Agreement Is Not Assignable, Transferable Or Sublicensable By Customer Except With Metrix Digital’s Prior Written Consent. Metrix Digital May Transfer And Assign Any Of Its Rights And Obligations Under This Agreement With Written Notice To Customer. Both Parties Agree That This Agreement Is The Complete And Exclusive Statement Of The Mutual Understanding Of The Parties And Supersedes And Cancels All Previous Written And Oral Agreements, Communications And Other Understandings Relating To The Subject Matter Of This Agreement, And That All Waivers And Modifications Must Be In A Writing Signed By Both Parties, Except As Otherwise Provided Herein. No Agency, Partnership, Joint Venture, Or Employment Is Created As A Result Of This Agreement And Customer Does Not Have Any Authority Of Any Kind To Bind Metrix Digital In Any Respect Whatsoever. In Any Action Or Proceeding To Enforce Rights Under This Agreement, The Prevailing Party Will Be Entitled To Recover Costs And Attorneys’ Fees. All Notices Under This Agreement Will Be In Writing And Will Be Deemed To Have Been Duly Given When Received, If Personally Delivered; When Receipt Is Electronically Confirmed, If Transmitted By Facsimile Or E-Mail; And Upon Receipt, If Sent By Certified Or Registered Mail (Return Receipt Requested), Postage Prepaid. Metrix Digital Will Not Be Liable For Any Loss Resulting From A Cause Over Which It Does Not Have Direct Control. This Agreement Will Be Governed By The Laws Of The Australia. Without Regard To Its Conflict Of Laws Provisions. The State Courts Sitting In Australia. Will Have Proper And Exclusive Jurisdiction And Venue With Respect To Any Disputes Arising From Or Related To The Subject Matter Of This Agreement, Provided That Either Party May Seek Injunctive Relief In Any Court Of Competent Jurisdiction. Customer Agrees To Participate In Press Announcements, Case Studies, Trade Shows, Or Other Forms Reasonably Requested By Metrix Digital. Metrix Digital Is Permitted To Disclose That Customer Is One Of Its Customers To Any Third-Party At Its Sole Discretion.