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Terms of Use

TERAMETRIC WEB SITE AND PRODUCTS TERMS AND CONDITIONS OF USE

Last Updated December 6, 2010

PLEASE READ THESE TERMS AND CONDITIONS OF USE (THE “TERMS OF USE”) CAREFULLY. THESE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE (THE “SITE”). YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS OF USE EACH TIME YOU USE THE SITE. BY USING THIS SITE AND/OR THE PRODUCTS AVAILABLE THROUGH THE SITE, YOU EXPRESSLY ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN YOUR ARE NOT AUTHORIZED TO USE THIS SITE AND/OR THE PRODUCTS.

Through the Site, Terametric, Inc. ("Terametric") provides businesses and organizations with a variety of products, tools and resources, including the Twitter Optimizer (the “Products”).  These Terms of Use establish the terms and conditions that govern your access to and use of the Site and all Products. By clicking the “I accept” button on the registration page, by logging in to your account, by accessing this Site and/or by accessing or using any Products, you accept these Terms of Use.

1.   Agreement; Authorized Users

1.1    Agreement and Changes. The Products are provided subject to these Terms of Use, as they may be amended by Terametric, and any guidelines, rules or operating policies that Terametric may establish and post from time to time, including without limitation, Terametric's Privacy Policy (the “Agreement”). By posting updated versions of the Agreement on the Site or otherwise providing notice to you, Terametric may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Products in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of the revised Agreement on the Site.

1.2    Authorized Users. The Products are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Products are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Products. If you are using the Products in your capacity as an employee, you must have the ability to bind your employer by your use of the Products. You must complete the registration form on the Terametric sign up page in order to use the Products. You shall provide true, accurate, current, and complete information about yourself as requested in the registration form.

2.    Rights and Restrictions.

2.1.    Permitted Use of the Products. The Products shall be used for your internal business purposes only, and you shall not use the Products (or any Software, as defined in Section 2.4 below) for timesharing or service-bureau purposes or otherwise for the benefit of a third party. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or Products.

2.2    Copyright. Copyright ©2010-2011 Terametric, Inc. All Rights Reserved. The Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Terametric Content”). We may own the Terametric Content or portions of the Terametric Content may be made available to us through arrangements that we have with third-parties.  The Terametric Content is protected by United States and foreign intellectual property laws.  Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.  You have no rights in or to the Terametric Content, and you will not use, copy or display the Terametric Content except as permitted under this Agreement.  No other use is permitted without our prior written consent.  You must retain all copyright and other proprietary notices contained in the original Terametric Content on any copy you make of the Terametric Content. You may not sell, transfer, assign, license, sublicense, or modify the Terametric Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Terametric Content in any way for any public or commercial purpose.  The use or posting of any of the Terametric Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Terametric Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Terametric Content.

2.3    Trademarks. The trademarks, service marks, and logos of Terametric (the “Terametric Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Terametric.  Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Terametric Trademarks, the “Trademarks”).  Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of the applicable rightsholder specific for each such use.  The Trademarks may not be used to disparage Terametric or the applicable third-party, Terametric or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks.  Use of any Trademarks as part of a link to or from any web site is prohibited without Terametric’s prior written consent.  All goodwill generated from the use of any Terametric Trademark shall inure to Terametric’s benefit.

2.4    No Rights in Software. This is an Agreement for services and access to this Site, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Products or any software, documentation, or data related to the Products ("Software"); remove any proprietary notices or labels from the Products or any Software, modify, translate, or create derivative works based on the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products or any Software.

2.5    Compliance with Laws. You shall use the Products only in compliance with this Agreement and all applicable U.S., state, local and international laws.

2.6    Your Information. In using the Products, you may provide information about yourself or your employer to Terametric. Terametric may use this information and any technical information about your use of the Products to tailor its presentations to you, facilitate your use of our Site and the Products, and/or to communicate with you.  Please see our Privacy Policy for information about our information collection and use practices.

2.7    Your Content; Feedback.

2.7.1    Your Content. In using the Products, you will have the opportunity to provide Terametric will access to certain data, information, media and other content (“Client Content”).   By providing Terametric with the Client Content, you agree that you have all rights necessary to share such Client Content.  You further agree that you will not upload or transmit any Client Content to this Site and/or in connection with the Products that infringe, misappropriate or violate any rights of any party. You hereby grant Terametric and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the Client Content (i) in connection with the provision of the Products and Reports (as defined in Section 2.8 below) to you; and (ii) internally in connection with Terametric’s efforts to improve our Site and Products.

2.7.2    Feedback. By submitting ideas, concepts, inventions, suggestions and/or other feedback (“Submissions”) to Terametric you agree that such Submission is non-confidential for all purposes. If you make any such Submission, you agree that you will not send or transmit to Terametric any Submissions that infringes or violates any rights of any party. Further if you submit any Submissions, you agree that each such Submission is non-confidential for all purposes. If you make any Submission to this Site, you hereby grant Terametric a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such Submissions in any manner.

2.8    Reports. Certain of the Products will include the issuance of reports generated by Terametric (the “Reports”).  Reports will be transmitted to the email address(es) that you have registered with Terametric. All Reports are owned by Terametric. Terametric grants you a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, to use the Reports internally within your organization for your own internal business purposes.  You shall be required to obtain the prior written consent of the Reports prior to using the Reports in any other manner. 

3.    Representations and Acknowledgments. You hereby represent, acknowledge and agree that:

  • The Products are subject to subscription fees and minimum subscription terms. If you elect to try the free trial of any of the Products, you acknowledge and agree that, once your free trial ends, your access to and use of the Products will terminate unless you subscribe to and pay for a subscription to the Products.
  • The Products may only be used for lawful purposes.
  • You have rights to provide Terametric with the Client Content and none of the Client Content will infringe any third party rights.
  • You will provide complete and accurate information when registering for and using the Products.
  • You will not interfere with or disrupt the Site or any servers or networks connected to the Site.

4.    User Names and Passwords. You are responsible for maintaining the security of your account and passwords. Terametric will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by Terametric in its discretion. Terametric shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information.   Your user name and password will be individual to you and you are not authorized to share them with anyone (including, without limitation, anyone in your organization).

5.    Free Trials; Fees and Payment; Fee Schedule.

5.1    Free Trials.  Some of the Products offer limited duration free trial periods.  If a free trial is offered for the Product that you wish to order, you will have the option of selecting the free trial on the registration screen.

5.2    Fees for the Product.  If you elect the free trial, once you have completed your free trial period, you must subscribe to the Product in order to continuing using the Product.  With the exception of the free trial period, the Products are subject to the fees set forth in the Fee Schedule displayed on the Site.

5.3    Fees for Related Offerings and Professional Services.  If selected by you, you will also be billed for related offerings and services, in accordance with the Fee Schedule. In addition, you may also purchase professional services to assist you with your account. Any professional services purchased by you are subject to this Agreement.

5.4    Fee Schedule; Discounts. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by Terametric. The Fee Schedule is subject to change at any time in Terametric's sole discretion. Terametric will use good faith efforts to notify you prior to the effectiveness of any significant change to the Fee Schedule.

5.5    Payment; State and Local Sales Tax. Payment for Products will be made by a valid credit card accepted by Terametric. Fees are payable in U.S. dollars. If Terametric is for any reason unable to effect automatic payment via your credit card, Terametric will attempt to notify you via email and your Terametric account will be disabled until payment is received. Amounts paid for the Products, including prepayments, are not refundable. Terametric is required to collect and remit sales tax from its customers located in state and local jurisdictions where software delivered as a service is taxable and where Terametric maintains a physical presence. Terametric determines your local taxing jurisdiction based on the billing address that you list in the “View my Profile” section of the Site.

6.    Termination.

6.1    Termination by You. You may terminate this Agreement at any time by following the termination process accessible through the Site. There are no refunds for any fees paid. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND TERAMETRIC IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY CREDIT CARD CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.

6.2    Termination by Terametric. Terametric may terminate this Agreement or the Products, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Terametric shall have no liability to you or any third party because of such termination or action.

6.3    Effects of Termination. Terametric may delete any of your Client Content within ninety (90) days after the date of termination. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

7.    Indemnification. You hereby agree to defend, indemnify and hold harmless Terametric and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the Client Content and/or, (iii) otherwise arises from or relates to your use of the Products.

8.    Warranty Disclaimer; Remedies. USE OF THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. TERAMETRIC DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED "AS IS" AND TERAMETRIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Your sole and exclusive remedy for any failure or nonperformance of the Products shall be for Terametric to use commercially reasonable efforts to adjust or repair the Products.

9.    Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TERAMETRIC OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (the “TERAMETRIC PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF THE TERAMETRIC PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, A TERAMETRIC PARTY IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF TERAMETRIC TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCTS IN THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

10.    Third-Party Web Sites and Services. This Site may contain links to certain web sites and services operated by third parties. These links and services are provided to you as a convenience, and Terametric is not responsible for the content of any linked web site or use of any third-service service.

11.    General Terms. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Terametric in any respect whatsoever.  In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees. The Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Boston, Massachusetts. Terametric and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

Additional Information. If you have any questions about this Agreement, please contact us by email at: This e-mail address is being protected from spambots. You need JavaScript enabled to view it .