PLEASE READ THIS CAREFULLY. THIS PARSE.LY DASH ANALYTICS AND ACCESS AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN PARSELY, INC. (“PARSELY” OR “WE”) AND YOU INDIVIDUALLY, IF YOU ARE AGREEING TO IT IN YOUR PERSONAL CAPACITY, OR IF YOU ARE AUTHORIZED TO CONSENT ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU"). BY CLICKING “I AGREE” OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.
“ Code ” means Parsely’s proprietary tracking code that is installed on web pages of the Monitored Domains for the purpose of collecting User Data, together with any fixes, updates and upgrades.
“Confidential Information” means all written or oral information, disclosed by one party to the other, related to the business, products, services or operations of the party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, inventions, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how designs and techniques and information regarding products, marketing and business plans, budgets, financial statements, contracts, prices, suppliers and agents.
“ Dash Data ” means data collected by Parsely from a Monitored Domain in its performance of the Dash Service.
“ Dash Service ” means the service offered by Parsely as the Parsely Dash service, and any successor service, that: (a) ingests, analyzes and indexes content from the Monitored Domains; (b) understands each visitor’s consumption of the content on a non-personally identifiable, but individualized basis and (c) aggregates and analyzes content and consumption data to provide website operators with insight through a web-based analytics application.
“ Dash Website ” means the website operated by Parsely at the URL http://dash.parsely.com, or any successor site we designate, through which the Dash Service, including Reports, may be made available to you.
“ Documentation ” means the user guides.
“ Effective Date ” means the date you complete the registration process and agree to be bound by this Agreement.
“ Elected Tier ” means the tier of Dash Service (as further described in Section 4) selected by you which you access during the Trial Period and/or pay a Recurring Monthly Fee. Currently there are three tiers of Dash Service: Track, Plan and Promote.
“ Monitored Domains ” mean the domains that are owned or controlled by you and on which you install the Code and that are monitored by the Dash Service. “ Recurring Monthly Fee ” means the applicable fee for the Elected Tier you have selected to purchase in conformance with Section 4.
“ Reports ” mean the analytics reports regarding the Monitored Domains as prepared by Parsely and delivered to you offline or online through the Dash Service.
“ User Data ” means the data concerning the characteristics and activities of visitors to the Monitored Domains that is collected by the Dash Code and analyzed through the Dash Service.
License Grant. Subject to the terms and conditions of the Agreement, Parsely grants to you a limited, non-exclusive, non-transferable license to: (i) install, copy and use the Code, solely in conformance with the Documentation and solely as necessary to operate the Dash Service; (ii) to reproduce and use the Documentation solely as necessary to operate the Dash Service and (iii) to access, view and download the Reports through the Dash Website. Except for the limited licenses and access grant provided to you, we reserve all right, title and interest in the Dash Service, Dash Website and Dash Code.
Registration, User Names and Passwords . To register for the Dash Service, you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form, including a user name and password (“ Access Protocols ”). You may authorize others to access your account by creating separate Access Protocols for them and associating the Access Protocols with your account. We will rely on the Access Protocols as a method to authenticate authorized users. Accordingly, you will be responsible for the security of the Access Protocols and be responsible for all activity carried out under your account using associated user names and passwords. You agree to notify us immediately of any unauthorized use of any Access Protocols or any other known or suspected breach of security.
Dash Data . You hereby grant to Parsely a limited, royalty-free, worldwide license, to use, copy, display, disclose, modify and distribute the Data: (a) during the term of this Agreement solely for the purpose of providing and improving the Dash Service and (b) on a perpetual basis for the creation of compilations of aggregated data and/or statistics; provided, however, in any such aggregated data or statistics, Parsely will ensure that the Dash Data is used in aggregated form only and in a manner that is not directly attributable to or identified with you or any of your Monitored Domains.
Feedback . We may, in our sole discretion, utilize, in any manner we deem appropriate, all comments and suggestions, whether written or oral, furnished by you to us in connection with your access to and use of the Dash Services (all reports, comments and suggestions provided by you hereunder constitute, collectively, the “ Feedback ”). You assign to us all right, title and interest, including, without limitation, all intellectual property rights, in and to the Feedback.
Modifications to the Dash Services . We reserve the right to change, modify, add to or discontinue or retire any aspect or feature of the Service at any time, without notice. From time to time, Parsely may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices.
Obligations of Customer. You agree to comply with all reasonable Parsely requests necessary for its operation of the Services, including, the inclusion of the Code on each page of the Monitored Domains and making available the content via an RSS feed, Atom feed or some other method we reasonably designate. You agree that you will not: (a) adapt, alter, modify, improve, translate or create derivative works of the Dash Services, (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Dash Services; and (c) provide any third party access to the Dash Services or use the Services on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment.
Free Trial; Monthly Subscription and Recurring Fees. We are so confident that you will find the Dash Services useful, that we automatically give you a free thirty (30) day trial subscription beginning on the day that you register (the “Trial Period”). At the time you register, you will provide some contact and credit card information (the “Credit Card on File”). At or near the end of the Trial Period, we may contact you to see if you love the service. Assuming you do and want to purchase a subscription, you will select the tier of Dash Service with the features and functions that you would like and the monthly fee you will pay once the Trial Period ends -- the Elected Tier and Monthly Recurring Fee, respectively. We will charge your Credit Card on File the Monthly Recurring Fee on the day after the end of your Trial Period and each month thereafter. We will not charge your Credit Card on File until you authorize a payment and we will not charge your card any fees associated with the Trial Period. You may upgrade or downgrade your Elected Tier at any time, during or after the Trial Period with the understanding that any downgrade will begin at the end of your then current monthly subscription period. We will not refund to you any Monthly Recurring Fee due to a notice of termination or downgrade that occurs in the middle of any monthly subscription period. By authorizing us to charge your Credit Card on File, you are authorizing us or a designated representative or agent to automatically continue charging that Credit Card on File (or any replacement credit card account) the Monthly Recurring Fee. If the Credit Card on File is not valid, or if your credit card cannot be processed at the time of the renewal charge, we reserve the right to immediately terminate or suspend your access to the Dash Services. If you believe you have been billed by us in error in connection with the Dash Service, you must notify us within thirty (30) days of the billing date by contacting Customer Service about the error. Customer Service can be reached at the phone number provided on the Site. We will not issue refunds or credits after the expiration of this 30-day period, except where required by law or regulation.
Marketing Materials . We may publicly refer to you, including on our website and in sales presentations, as a Parsely customer and may use your name and company logo for such purposes. Similarly, you may publicly refer to us as a vendor, including on your website and in sales presentations, and you may use our name and logo for such purposes. In no event will either party issue a press release publicly announcing this relationship without the approval of the other party, such approval not to be unreasonably withheld.
Your Privacy Statement . You will maintain and prominently display on each Monitored Domain a statement of privacy practices that complies with applicable laws, rules and regulations. Your privacy statement must clearly and conspicuously: (a) disclose its use of Pixel Tags and Cookies and the collection, use and disclosure of Non-PII; (b) include a statement indicating how a user may opt-out of the use of Non-PII collected by you, us (or other third parties) on your Website and (c) disclose that you will be required to use and disclose the User Information in conformance with your privacy statement.
Use of Customer Information . You and we will each have the right to use the User Information in conformance with its privacy statement. You acknowledge and agree that you will only have access to the User Information for the length of the term. Each use and disclosure of the User Information must be in conformance with applicable law and will strictly comply with the collection, use and disclosure practices set forth in its applicable privacy statement.
No PII . We will have no obligation to, and we hereby agree that we will not, collect, process, compile, merge, or otherwise receive or handle any User PII in connection with the Dash Service. Except as otherwise agreed upon by the parties, you will not: (a) provide, or cause to be provided, any PII to Parsely; or (b) configure or otherwise cause any cookie, pixel tag, or other code to capture or transmit any PII to us.
Modifications to Privacy Statement . Parsely may at any time modify and make changes to its privacy statement in order to ensure compliance with applicable laws, self-regulatory guidelines regarding the collection and use of PII and non-PII, and any other privacy-related obligations applicable to Parsely, Customers and Users. Any change to its privacy statement under this Section will apply to Customers beginning thirty (30) days after the date of our written notice to you of such changes. If you do not agree to any modification or change under this Section, you may terminate this Agreement at will by providing written notice to us within thirty (30) days of your receipt of notice from us of a change to our privacy statement under this Section.
Confidential Information. During this Agreement, each party will have access to the other party’s Confidential Information. Except as otherwise expressly permitted, each party agrees as follows: (a) to not use the Confidential Information disclosed by the other Party for any purpose other than exercising its rights and performing its obligations as described herein; (b) it will take no less than commercially reasonable measures to protect the secrecy of, and void disclosure and unauthorized use of, the Confidential information; and (c) to restrict access to the Confidential Information disclosed by the other to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement (each a “Representative”). Each recipient will be liable for the acts and omissions of its Representatives with respect to the discloser’s Confidential Information. The provisions of section will not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the recipient; (ii) is in the recipient’s possession without knowledge of any confidentiality obligations, or (iii) is independently developed by the recipient without use of or reference to the disclosing Party’s Confidential Information. Each party may disclose Confidential Information to the limited extent required: (1) by securities laws or (2) in order to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order.
Term and Termination . When you register for a free trial subscription, the Agreement will be in effect for the Trial Period. If you elect to purchase one of the Elected Tiers and pay the Recurring Monthly Fee, the Agreement term will be reflected in the final confirmation of price and length of term through a Parse.ly employee. Termination of agreement is subject to length of term agreed upon by you and Parse.ly. Upon termination or expiration of this Agreement for any reason, you must immediately cease all access to and use of the Dash Services and delete the Code from your systems and pages and otherwise in your possession or control and, upon request, send written confirmation of such deletion, certified by a senior company official, to us. Sections 1, 2.3, 2.4, and 6 through 12 will survive any expiration or termination of this Agreement.
THE DASH SERVICES, INCLUDING THE REPORTS AND THE USER DATA, ARE PROVIDED “AS IS”. YOU ACKNOWLEDGE THAT THE DASH SERVICES MAY CONTAIN ERRORS OR OTHER DEFECTS. WE DO NOT WARRANT THAT THE DASH SERVICES WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THEY WILL BE UNINTERRUPTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE DASH SERVICES OR THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT. YOU REPRESENT THAT YOU HAVE NOT RELIED ON ANY WRITTEN OR ORAL REPRESENTATIONS MADE BY US, OUR EMPLOYEES OR AGENTS IN ENTERING INTO THIS AGREEMENT.
Indemnification. You agree to indemnify, hold harmless and defend us, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents or affiliates (each an “Indemnified Party”), and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by any of us or any of our officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Dash Service, (iii) your violations of applicable laws, rules or regulations in connection with the Service, or (iv) your logos. In such a case, we will provide you with written notice of such claim, suit or action. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Limitation of Liability. To the maximum extent permitted by applicable law, in no event will we be liable to the other for any incidental, indirect, special, consequential, exemplary, or punitive damages or for any lost profits, costs of delay, failure of delivery, or business interruption, even if the party has been advised of the possibility of such damages and regardless of the nature of any claims (including claims in contract, tort, or strict liability). Without limiting the foregoing, and regardless of the nature of any claims (including claims in contract, tort, or strict liability), our cumulative liability for all claims arising from or relating to this Agreement or the Dash Services will not exceed the greater of: (a) $100 or (B) the amount of Fees paid to us for the Dash Services giving rise to the claim, in the twelve (12) months preceding the date the first claim arises hereunder. These limitations apply without regard to whether other provisions of this Agreement have been breached or whether any limited remedy herein is held to fail of its essential purpose.
Assignment. This Agreement cannot be assigned by either you or us without the prior written consent of the other; provided, however, that we may assign this Agreement to any person or entity that acquires by sale, merger or otherwise all or substantially all of its assets, stock or business or to an affiliate. Any attempted assignment or delegation in violation of this Section 9.2 will be null, void and of no effect.
Governing Law; Disputes . This Agreement will be governed by the laws of the State of New York, without reference to conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in New York, NY and both parties hereby submit to the jurisdiction and venue of such courts.
Remedies . You acknowledge that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
Waivers . All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability . If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
No Third Party Beneficiaries . The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
Construction . The parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
Force Majeure . Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
Entire Agreement . This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.
Effective Date: February 09, 2012