END USER LICENSE AGREEMENT
Last updated June 01, 2022
metrik.one is licensed to You ("End-User") by ShipBids GmbH, located and registered at Amalienpark 8, Berlin, 13187, Germany ("Licensor"), for use only under the terms of this License Agreement. Our VAT number is DE267976376.
By downloading our metrik.one application ("Licensed Application"), and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
The Licensed Application when purchased and/or downloaded, is licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You. metrik.one is to be used on devices that operate with Apple's operating systems (Mac OS (Intel- and ARM-CPU-based)).
1. THE APPLICATION
The Licensed Application is a piece of software created to provide Advanced Analytics for Mailchimp Emailmarketing Accounts — and customized for desktop computers ("Devices") only. It can be used to download usage data from Mailchimp’s servers via Mailchimp’s official APIs to Your local desktop computer and analyze as well as visualize Your data afterwards.
The Licensed Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Licensed Application. You may not use the Licensed Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. SCOPE OF LICENSE
2.1 You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application on any Devices that You (End-User) own or control and as permitted by the Usage Rules, with the exception that such Licensed Application may be accessed and used by other accounts associated with You (End-User, The Purchaser) via Sharing or volume purchasing.
2.2 This license will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate license is provided for such update, in which case the terms of that new license will govern.
2.3 You may not share or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules, and with Licensor's prior written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Licensor's prior written consent).
2.5 You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell Your Device(s) to a third party, you must remove the Licensed Application from the Device(s) before doing so.
2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.7 Licensor reserves the right to modify the terms and conditions of licensing.
2.8 Nothing in this license should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.
3. TECHNICAL REQUIREMENTS
3.1 Licensor provides an application that can be executed on Apple computers manufactured after end of 2017 with an Intel-compatible x86 processor, or an ARM-based M1 or M2 processor regardless of version.
3.2 The Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of the operating system and hardware. You are not granted rights to claim such an update.
3.3 You acknowledge that it is Your responsibility to confirm and determine that the End-User Device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.
3.4 The Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
4. MAINTENANCE AND SUPPORT
The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the email address help@metrik.one.
5. USE OF DATA
You acknowledge that Licensor will be able to adjust Your downloaded Licensed Application via software updates and regularly update your locally stored technical license data to ensure validity and function. All data exchanged between Your Device and the Licensor’s servers, and Licensor's use of such material and information is subject to Your legal agreements with Licensor and Licensor's privacy policy: https://metrik.one/privacy.
You acknowledge, that no data downloaded via Mailchimp’s APIs (including but not limited to audiences, subscribers, campaigns, opens, clicks and content) to Your Device will be transferred directly or indirectly to Licensor’s services or servers at any point in time.
You acknowledge that the Licensor may periodically collect and use technical data and related information about Your Device and system to offer product support, facilitate software updates, and for purposes of providing other services to you (if any) related to the Licensed Application. Licensor may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.
6. USER-PROVIDED DATA
The Licensed Application can be used to download and analyze usage data from a Mailchimp email marketing account. This includes but is not limited to data regarding audiences, subscribers, campaigns, opens, clicks and content. When You connect the Licensed Application to Your Mailchimp Account by providing a Mailchimp authentication token to the Licensed Application, You thereby represent and warrant that:
6.1 The transmission, the storage, the analysis and the accessing of Your downloaded Mailchimp data do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
6.2 You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Licensed Application, and other users of the Licensed Application to use Your Mailchimp data in any manner contemplated by the Licensed Application and this License Agreement.
6.3 You have the written consent, and/or permission of each and every identifiable individual person in Your Mailchimp data to use the email address and usage data of such an individual person, to enable inclusion and use of Your Mailchimp data in any manner contemplated by the Licensed Application and this License Agreement.
6.4 The download to as well as local storage and analysis on Your Device do not violate any applicable law, regulation, or rule in your local jurisdiction.
6.5 The download to as well as local storage and analysis on Your Device do not violate the privacy or publicity rights of any third party.
6.6 Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.
7. LIABILITY
The Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this License Agreement. You are aware that in case of alterations or manipulations of the Licensed Application, You will not have access to the Licensed Application.
Notwithstanding any damages that You might incur, the entire liability of the Licensor under any provision of this EULA and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You or 100 EUR if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Licensor be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Licensed Application, even if the Licensor has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
8. WARRANTY
8.1 Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Licensed Application works as described on the website.
8.2 No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of Licensor's sphere of influence that affect the executability of the Licensed Application.
8.3 You are required to inspect the Licensed Application immediately after installing it and notify Licensor about issues discovered without delay by email to help@metrik.one. The defect report will be taken into consideration and further investigated if it has been emailed within a period of thirty (30) days after discovery.
8.4 If Licensor confirms that the Licensed Application is defective, Licensor reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
8.5 In the event of any failure of the Licensed Application to conform to any applicable warranty, You may notify Licensor, and Your Licensed Application purchase price will be refunded to You. To the maximum extent permitted by applicable law, Licensor will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other losses, claims, damages, liabilities, expenses, and costs attributable to any negligence to adhere to any warranty.
8.6 If the End-User is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Licensed Application was made available to the user. The statutory periods of limitation given by law apply for End-Users who are consumers.
9. LEGAL COMPLIANCE
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
10. CONTACT INFORMATION
For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:
ShipBids GmbH
Amalienpark 8
Berlin 13187
Germany
11. TERMINATION
A purchased license is valid exactly for the period that you purchased - typically one year. A beta- or test license is valid for at least 14 days. Your rights under this license will terminate automatically and without notice from Licensor if You fail to adhere to any term(s) of this EULA. Upon License termination, You shall stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
12. INTELLECTUAL PROPERTY RIGHTS
ShipBids GmbH and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User's possession and use of that Licensed Application infringes on the third party's intellectual property rights, ShipBids GmbH will be responsible for the investigation, defense, settlement, and discharge or any such intellectual property infringement claims.
13. APPLICABLE LAW
13.1 This License Agreement is governed by the laws of Germany excluding its conflicts of law rules. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
13.2 If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
13.4 Severability: If any provision of these Terms is held to be unenforceable or invalid, 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.
13.5 Waiver: Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
14. DISPUTES RESOLUTION
If You have any concern or dispute about the Licensed Application, You agree to first try to resolve the dispute informally by contacting the Licensor.
15. CHANGES TO THIS EULA
The Licensor reserve the right, at our sole discretion, to modify or replace this EULA at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to use the Licensed Application after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Licensed Application.
16. MISCELLANEOUS
16.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
16.2 Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.
