Table of contents
Terms of Service
Last updated January 26, 2023
This agreement (the "Agreement") governs the use of the PageVitals software described at https://pagevitals.com/ - including but not limited to the web application, the agents, the tracking scripts, sales website and documentation (the "Software"), operated by PageVitals ApS ("PageVitals", "we", "us"), a Denmark-based company. "Customer", "You" or similar terms means you, the person accessing the Software, the business or entity on whose behalf you access the Software, as well as any person on whose behalf you are using the Service or who may have rights through you. The Agreement describes the legally binding terms and conditions between PageVitals and you (the "Parties") regarding your use of the Software.
When you create an account, log in, or use the software or website in any way, you acknowledge that you have read and agree to this Agreement, and that you are allowed to make decisions and agreements on behalf of the company or organization that is using the Software.
1. License and limits of use
PageVitals grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Software solely for your own internal business purposes for the term of this Agreement.
Except as otherwise provided in this Agreement, you neither will nor will allow any third party to (i) copy, modify, adapt, translate, or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software; (ii) remove any proprietary notices or labels on the Software; or (iii) use, post, transmit or introduce any device, software, or routine which interferes or attempts to interfere with the operation of the Software.
You grant PageVitals a worldwide right to use, store, and reproduce the data gathered by the Software of your website (the "Data") as necessary for PageVitals to (i) create reports or statistics of the Data for you; (ii) provide the Software to you; and (iii) create reports or statistics using the Data in the aggregate, provided that no such report identifies you or your websites by name or other distinguishing mark.
You may sign up for a trial for a period of fourteen (14) days. Once the trial ends, you can decide to upgrade to a paid plan, or to discontinue the use of the Software. PageVitals reserves the right to cancel, terminate, or modify trial plan for any or no reason and at any time.
Any scripts such as the Field Testing script installed on your website during the trial must be removed if you choose not to upgrade to a paid plan.
If you upgrade to a paid plan, we will automatically bill your credit card (or send you an invoice) each month or year, depending on the agreed-upon billing cycle.
The billed amount may include sales tax, VAT or similar, as we believe is required by law. It is however your responsibility alone that the correct taxes are paid.
If a payment fails, we will automatically try again the day after, and then again after a few days. We will also notify you by email about this. If a payment is not completed after thirty (30) days, PageVitals reserves the right to suspend access to the Software. If payments on undisputed amounts are not received within sixty (60) days, PageVitals reserves the right to permanently delete the Customer Data.
4. Term and Termination
Either party may terminate this Agreement at any time, and for any or no reason. Upon termination PageVitals will stop providing and you will stop accessing the Software. If you are using the Field Testing script, you will immediately remove the code from your website.
In the event of any termination you will not be entitled to any refunds or credits for any unused period, regardless of whether you did or did not use the Software during the paid-for period. Any outstanding balance at the date of termination will be immediately due and payable in full.
This Agreement will automatically terminate if you do not comply with any terms or conditions of this Agreement, including paying for the Software. All terms of this Agreement which by this nature are intended to survive termination of this Agreement shall survive.
PageVitals acknowledges that you may disclose non-public, confidential information to PageVitals under this Agreement and you acknowledge that the Software provided to you, and the terms and conditions of this Agreement are confidential and proprietary to PageVitals. Neither party will use or disclose the other party's confidential information without the other's prior written consent except for the purpose of performing its obligations under this Agreement, or if the information is limited to highly aggregated and anonymous performance data as described under 1. License and limited use, or if required by law enforcement personnel, regulation, court order, or administrative agency.
You are permitted to state publicly that you are a client of PageVitals. You agree that PageVitals may include your name and trademarks in a list of PageVitals Customers, online or in promotional materials. You also agree that PageVitals may verbally reference you as a customer. You may opt out of the provisions in this Section by sending an email opt-out request to [email protected].
8. Compliance with Laws
You must comply with all applicable laws and regulations in your use of the Software.
You represent and warrant that your use of the Software will comply with all applicable laws and regulations. You are responsible for determining whether the Software is suitable for you to use with regard to all applicable laws and regulations, including, but not limited to GDPR, ePrivacy, CCPA, HIPPA, PCI, or other laws. If you are using our Field Testing Tracking Code, you are also responsible to notify the end-user of data collection in connection with the Software, as required by applicable law.
You represent and warrant that in using the Software, you:
- Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations. You have the necessary permission to allow PageVitals to receive and process data on your behalf.
- Acknowledge in all cases that PageVitals acts as the processor of Customer Data and you remain the controller of Customer Data for all applicable data protection or privacy laws and regulations.
9. Warranty Disclaimer
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SOFTWARE IS BEING PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PAGEVITALS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. PAGEVITALS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AS TO NON-INFRINGEMENT.
10. Limitation of Liability
PAGEVITALS' ENTIRE LIABILITY UNDER, FOR BREACH OF, OR ARISING OUT OF THIS AGREEMENT AND/OR RELATED TO THIS AGREEMENT AND THE SOFTWARE, IS LIMITED TO THE PAYMENTS ACTUALLY MADE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO ANY LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PAGEVITALS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSSES OR EXPENSES, WHETHER OR NOT PAGEVITALS WAS ADVISED OF, KNEW OF SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
You agree to indemnify and hold PageVitals, and its subsidiaries, affiliates, officers, directors, agents, partners and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software provided under this Agreement or any act or omission by you (including the entity on whose behalf you are entering into this Agreement). This indemnity obligation will survive the expiration or termination of this Agreement by either party for any reason.
12. Proprietary Rights
The Software is, and shall remain, the property of PageVitals (and its subsidiaries).
All rights not expressly granted to Customer in this Agreement are hereby exclusively reserved and retained by PageVitals and its licensors without restriction, including, without limitation, PageVitals' (and its subsidiaries') right to sole ownership of the Software.
Any failure by a party to insist upon or enforce strict performance by the other party of any of the provisions of this Agreement, or to exercise any right or remedy under this Agreement, will not be construed as a waiver or relinquishment of any right to assert or rely upon any such provision, right, or remedy in that or any other instance.
14. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning its subject matter, and supersedes all prior agreements and representations between the Parties.
PageVitals reserves the right to change or modify the Service or this Agreement at any time and with or without notice Customer is responsible for regularly reviewing and being aware of such changes.
If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
18. Governing Law and Venue
This Agreement shall be governed and construed in accordance with the laws of Denmark without regard to the conflicts of laws or principles thereof.
The parties will resolve any disputes in the courts located in Denmark, to whose exclusive jurisdiction and venue they irrevocably submit.
The parties waive any and all right to a trial by jury for a dispute related to this agreement.