These Seller Metrix Terms of Service (this "Agreement") are entered into by Rainforest Life Pte. Ltd. and the entity executing this Agreement ("You"). This Agreement governs Your use of the standard Seller Metrix (the "Service"). BY COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:

1. Definitions

"Account" refers to the billing account for the Service.

"Customer Data" or "Seller Metrix Data" means the data you collect, process or store using the Service concerning the characteristics and activities of Visitors.

"Documentation" means any accompanying documentation made available to You by Seller Metrix for use with the Processing Software, including any documentation available online.

"Processing Software" means the Seller Metrix server-side software and any upgrades, which analyzes the Customer Data and generates the Reports.

"Report" means the resulting analysis shown at www.sellermetrix.com.

"Software" means the Processing Software.

"Third Party" means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party's behalf.

The words "include" and "including" mean "including but not limited to."

2. Member Account, Password, and Security

To register for the Service, You must complete the registration process by providing Seller Metrix with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You will protect Your passwords and take full responsibility for Your own accounts. You are solely responsible for any and all activities that occur under Your Account. You will notify Seller Metrix immediately upon learning of any unauthorized use of Your Account or any other breach of security. Seller Metix's (or its wholly-owned subsidiaries') support staff may log in to the Service in order to maintain service, including to provide You assistance with technical or billing issues.

3. Information Rights.

Seller Metrix and its wholly owned subsidiaries may retain and use, subject to the terms of its privacy policy (located at https://www.sellermetrix.com/privacy-policy/), information collected in Your use of the Service. Seller Metrix will not share Your Data with any third parties unless Seller Metrix (i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Data is reasonably necessary to protect the rights, property or safety of Seller Metrix, its users or the public; or (iii) provides Data in certain limited circumstances to third parties to carry out tasks on Seller Metrix's behalf (e.g., billing or data storage); or (iv) if any of Seller Metrix’s businesses are sold or transferred to another entity, Customer Data may be transferred along with the business.

4. Third Parties.

If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Seller Metrix to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Seller Metrix may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.

5. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER METRIX MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

6. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLER METRIX WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF SELLER METRIX OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

7. Proprietary Rights Notice

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Seller Metrix (and its wholly owned subsidiaries). All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Seller Metrix and its licensors without restriction, including, Seller Metrix's (and its wholly owned subsidiaries') right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Seller Metrix.

8. Term and Termination

Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Seller Metrix will stop providing, and You will stop accessing the Service. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical Report data will no longer be available to You.

9. Modifications to Terms of Service and Other Policies

Seller Metrix may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Changes will not apply retroactively and will become effective no sooner than 14 days after the terms are updated. If You do not agree to the modified terms for the Service, You should discontinue Your use of Seller Metrix.

10. Miscellaneous, Applicable Law and Venue

Seller Metrix will be excused from performance in this Agreement to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment) represents the complete agreement between You and Seller Metrix concerning its subject matter, and supersedes all prior agreements and representations between the parties. This Agreement will be governed by and construed under the laws of Singapore.

Last Updated 3 December 2017