Introduction

These terms of service set forth the expectations and requirements of an ‘organization’, ‘person’ acquiring Metrix services. By using our services, ‘You’, ‘Your organization’ or ‘Your representative(s)’ acknowledge and agree to the following terms and conditions.

Payment Term

When you purchase a service, you acknowledge and agree that:

1. the payment has been agreed upon based on the initial agreement.
2. If payment is a fixed amount, it is not refundable or avoidable due to a ‘change of mind’ (including where you choose to halt the project)
3. In the event of “Discovery” and preliminary work requests, you agree to pay the standard hourly rate, or the fixed discovery rate (Currently $189.00AUD per hour).
4. If a payment schedule is in place, you agree to pay at the milestone or completion stages set forth.

You agree to provide us with a valid credit card or another payment method acceptable to us for payment of the Subscription Fee and the On-Boarding Fee. By providing us with your payment details, You expressly authorize us to charge You for all Fees incurred in connection with your purchase of service.

Metrix will not increase the payment amount during the development phase, except where You add or update the initial requirements.

Changes to this Agreement or The Services

You acknowledge and agree that:

a) Metrix is required to continually update and change its software and related services offering in order to maintain currency with industry standards and third-party IT infrastructure, and otherwise meet it’s business and other requirements:

b) The payment for the Service has been determined and agreed on the basis that Metrix will have the flexibility to change the Services and these Terms as set out in this Agreement.

Metrix may from time to time update, change, or amend these Terms and/or the Service (a Service Change). However, Metrix will not make a Service Change that deprives you of a substantial or, material benefit of the Services or these Terms.

Metrix Service Requirements

You are responsible for ensuring that you comply with the System Requirements throughout Your project deliverables.

In order to maintain currency with industry standards and third-party IT systems, the Metrix System requirements are subject to change from time to time. Metrix will notify you of the Service Change by email sent to Your nominated contact, and the updated Terms will be located on the website. The Services Change will take effect thirty days after the date the email is sent to You or at such a later time specified by Metrix.

You agreed that:

a) The payment has been agreed upon on the basis of the initial requirements stated by you, Metrix may update the payment amount once you change your requirements during the development: and

b) You will not have any right to a refund of any Fees, or other remedies if you no longer require the project or services which have been developed at your request by Metrix.

Access to the Services may require the Customer to install certain software applications. The customer agrees to be bound by any End-User Software Agreements that govern the installation and use of such client software applications. Suppose Metrix 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.

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).

The customer will cooperate with Metrix 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 may reasonably request. The Customer will also cooperate with Metrix 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.

The customer will designate an employee responsible for all matters relating to this Agreement (“Primary Contact”). The customer may change the individual designated as Primary Contact at any time by providing written notice to Metrix.

A customer at this moment agrees to indemnify and hold harmless Metrix 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 has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Metrix 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.

The 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 the Customer’s knowledge or consent.

The 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 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 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

Users

You may access and use the services developed for you with respect to the final authentic user credentials. You are responsible for additional user access if you authorize any other personnel on your premises.

You are responsible for all activities occurring under Your device accounts, including Your User’s compliance with these Terms. You indemnify Metrix for any loss, damage, cost or expense it suffers or incurs as a result of an act or omission of any of Your Users, or any other person using an account allocated to one of your Users.

Intellectual Property Rights

Except as expressly set forth herein, Metrix 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. 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 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 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 may (but is not required to) suspend activity hereunder concerning that Content and Customer will indemnify Metrix from all liability, damages, settlements, attorney fees, and other costs and expenses in connection with any such Claim, as incurred.

Metrix shall hold the 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 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 will not be responsible for any settlement it does not approve. The previous obligations do not apply for portions or components of the Services:

a) Not created by Metrix.

b) Resulting in whole or in part per Customer specifications.

c) Those are modified after delivery by Metrix.

d) Combined with other products, processes, or materials where the alleged infringement relates to such combination.

e) The customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

f) Where the customer’s use is not strictly under this Agreement and all related documentation.

The customer will indemnify Metrix from damages, costs, settlements, attorneys’ fees, and expenses related to any claim of infringement or misappropriation excluded from Metrix’s indemnity obligation by the preceding sentence.