This Agreement was last modified on November 30, 2020.
Welcome to the Launchmetrics Brand Performance Cloud (the “Launchmetrics Cloud”) which provides companies with the tools and intelligence they need to optimize the use of their creative assets, execute powerful brand amplification programs and measure their brand performance. The Launchmetrics Cloud includes the following Services: EventsSM (allows Users to manage events by organising and sending invitations, tracking R.S.V.P.s, creating interactive seating charts, hosting and managing live-stream or pre-recorded digital events, managing guest preferences and attendance and performing related functions), SamplesSM (allows Users to track, request and reserve product samples, generate individual sample barcodes for easy send-outs, create delivery memos and address labels, and produce reports), ContactsSM (allow Users to track and manage contact information, conduct and build contact mailings, and access Launchmetrics’ industry list), and GalleriesSM (allow Users to create a public digital showroom that can be shared with viewers with a link to the relevant gallery and build and manage an internal content library, adding their images and videos from past seasons, collections and campaigns), CredentialsSM (allow event organizers to manage press & crew credentials during large scale events (i.e : Fashion Weeks)), DiscoverSM (allows Users to monitor and analyze Customer’s public relations exposure in print, online and social media sources, and to create reports and conduct competitive benchmarking through newsletters, online coverage books, and export media coverage reports), InsightsSM (allows Users to track and analyze the Customer’s public reputation in print, online press and social media, as well as produce reports and conduct competitive benchmarking) and InfluencersSM (allows Users to identify and select the right influencers, simplify relationship management activities by using the platform to negotiate rates, manage contacts, streamline content creation and production, and produce reach and engagement reports), each a Service and collectively, the “Services” of Fashion GPS, Inc. d/b/a Launchmetrics and any of its parents, subsidiaries, affiliates, successors, and those acting with its authority (“Launchmetrics”, “we,” or “us”).
This page explains the terms by which You may use any aspect of the Launchmetrics Cloud.
These Terms give You specific legal rights, and You may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions may not apply to You.
1. USE OF OUR SERVICES.
A. Eligibility. You may use the Launchmetrics Cloud only if You can form a binding contract with Launchmetrics, and only in compliance with the General Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Launchmetrics Cloud by anyone under 13 is strictly prohibited and in violation of these Terms.
B. Launchmetrics Services. Subject to your compliance with the terms and conditions of these General Terms and applicable law, You are hereby granted a term subscription, software as a service (‘SaaS’), non-exclusive, non-transferable, revocable license to use the Launchmetrics Cloud and the Services. your license(s) shall remain in effect until and unless terminated by You or Launchmetrics per the Agreement. The version(s) of the Services available at your Renewal Date may be different from the version(s) available when You originally contracted with us. You agree that your decision to use our Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
The extent of the Services to which You may have access to may be dependent on the relevant Service Plan, Term of the Agreement and respective and timely payment of Service fees to Launchmetrics.
The Launchmetrics software applications (“Mobile Software”) are not sold or transferred to You, and Launchmetrics retains ownership of all copies of the Launchmetrics software applications even after installation on your mobile device or tablets and/or other devices (“Devices”).
C. Launchmetrics Accounts. To use many of our Services, You must first create an account (“Account”). Your Launchmetrics Account gives You access to the Services and functionality that we provide and maintain. We may maintain different types of accounts for different types of Users.
By connecting to Launchmetrics with a third-party service, You give us permission to access and use your information from that service and as permitted by that service. You should not use another User’s Account without permission. When creating your Account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your Account, and You must keep your Account password secure. We encourage You to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You must notify Launchmetrics immediately of any breach of security or unauthorized use of your Account. Launchmetrics will not be liable for any losses caused by any unauthorized use of your Account. You may control your User privileges by changing the settings in your Account page.
By providing Launchmetrics your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send You other messages, such as changes to features of the Services, reports requested when logged-in to some Service and any communication by our Marketing team regarding the Services. If You do not want to receive such email messages, You may opt out directly through those emails.
2. SERVICE RULES.
A. User Guidelines. You agree not to engage in any of the following prohibited activities: (a) modifying, copying, translating, disassembling, decompiling, adapting, combining, creating derivative works based on, or creating or attempting to create, by reverse engineering or otherwise, the Services or any component thereof, or use any other means to attempt to discover the source code, algorithms or trade secrets underlying the Services (except and only to the extent these restrictions are expressly prohibited by applicable law); (b) not interfere with or disrupt the integrity or performance of the Services or the data contained therein by (i) compromising the system integrity or security or attempting to gain unauthorized access to the Services or its related systems or networks, or (ii) knowingly, recklessly or negligently sending or storing any User Content or other material containing any technical defects, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (c) not use any of Launchmetrics’ Confidential Information (defined below) and Launchmetrics Intellectual Property Rights (defined below) to create any service, software or other documentation that performs similar functionality, feature and graphic to that of the Services; and (d) not access or attempt to access information concerning (i) other customers of Launchmetrics or (ii) proprietary information of Launchmetrics not related to these General Terms or another agreement currently in force between User and Launchmetrics.
You acknowledge and agree that Launchmetrics may monitor and track usage of the Services to verify compliance with the use and access rights granted hereunder and compliance with these Terms.
B. User Content. Some areas of the Services may allow Users to provide us with content or information, including without limitation text, photos, images, data, information, fonts or any other materials (“User Content”). We claim no ownership rights over User Content created by You, except for the limited rights that enable us to provide, improve, promote and protect the Services.
C. User Content License Grant. You expressly grant to Launchmetrics a nonexclusive, royalty-free, worldwide, sublicensable, right and license to access, host, store, digitally transmit, process and use User Content, solely for the purpose of providing the Services and as otherwise set forth in these Terms and the Agreement. Users shall retain ownership of all User Content, subject to the rights and licenses granted herein.
D. Mobile Software.
3. OUR PROPRIETARY RIGHTS.
A. Launchmetrics Content. Except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, (the “Launchmetrics Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Launchmetrics and its licensors. Except as explicitly provided herein, nothing in these General Terms shall be deemed to great any rights to, or create a license in or under, any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Launchmetrics Content. Use of the Launchmetrics Content for any purpose not expressly permitted by these General Terms is strictly prohibited.
B. Feedback. You may choose to or we may invite You to submit suggestions, enhancement, request, recommandation, correction or other feedback about the Services or the Launchmetrics Cloud, including without limitation about how to improve the Services (“Feedback”). By submitting any Feedback, You agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Launchmetrics under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Launchmetrics does not waive any rights to use similar or related enhancements previously known to Launchmetrics, or developed by its employees, or obtained from sources other than You.
C. Aggregate Data. You agree that Launchmetrics may create, extract, compile, analyze and share statistics, benchmarks, studies, reports and other information (“Analyses”) based upon Aggregated Data for any business purpose during or after the term of the Agreement (including without limitation to develop and improve Launchmetrics’ Services and to create and distribute reports and other materials). “Aggregated Data” means User Content that is: (i) anonymized and not identifiable to any person or entity; (ii) combined with the data of other users or customers or additional data sources; and (iii) presented in a way which does not reveal User’s, Customer’s or Visitor’s identity. Launchmetrics owns and has the exclusive right to use Aggregate Data and Analyses for any purpose. For clarity, Launchmetrics will only disclose Aggregate Data externally in a form that does not identify any Users, Customers or Visitors. Users are not responsible for Launchmetrics’ use of the Aggregate Data.
4. DMCA NOTICE.
We respect the Intellectual Property Rights of others, and we expect our Users to do the same. We will respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If You believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Launchmetrics Cloud, please notify Launchmetrics’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, You must provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work that You claim has been infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Services or Launchmetrics Cloud; 4. Information reasonably sufficient to permit Launchmetrics to contact You, such as your address, telephone number, and e-mail address; 5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and 6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to firstname.lastname@example.org or at: Copyright Legal - 115 E 23rd Street, Floor 6, New York, NY 10010, USA.
If You file a DMCA notice when there is no infringing use, You could be liable for costs and attorneys’ fees. The preceding requirements are intended to comply with Launchmetrics’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, Launchmetrics has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Launchmetrics may also at its sole discretion limit access to the Launchmetrics Cloud or a specific and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
5. CONFIDENTIAL INFORMATION.
Under these Terms, “Confidential Information” means all information disclosed by one Party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Agreement and the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and whether deliberately or unintentionally disclosed to the Receiving Party that has not been in the public domain. Each Party may share the other Party’s Confidential Information with its affiliates, employees, agents or contractors having a legitimate need to know, provided that the Receiving Party remains responsible for any recipient’s compliance with this paragraph and that these recipients are bound to confidentiality obligations no less protective than this paragraph.
Launchmetrics cares about the integrity and security of your Personal Information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your Personal Information for improper purposes. You acknowledge that You provide your Personal Information at your own risk.
8. THIRD-PARTY LINKS.
Some of our Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Launchmetrics. Launchmetrics does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third party website from one of our Services, You do so at your own risk, and You understand that the Terms do not apply to your use of such sites. You expressly relieve Launchmetrics from any and all liability arising from your use of any third-party website, service, or content.
A. Our Indemnification Obligations. Launchmetrics shall indemnify, defend and hold You harmless from and against any third-party claims, costs, expenses, demands, causes of action, losses or liability (collectively “Claims”, including reasonable attorneys’ fees and disbursements) arising out of our violation of a third party’s Intellectual Property Rights directly arising out of your use of the Services in accordance with the terms of these General Terms, and in the Processing Agreement attached to the Agreement. The foregoing indemnity constitutes Service Provider’s sole liability and Customer’s sole remedy in the event of any third-party Claim relating to the Services.
B. Your Indemnification Obligations. You agree to indemnify, defend and hold harmless Launchmetrics, its members, shareholders, directors, officers, employees, and agents from and against any from and against any Claims arising out of : (i) your use of and access to the Launchmetrics Cloud or Services, including any Data or Content transmitted or received by You; (ii) your violation of any term of these General Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your Account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
10. NO WARRANTY.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN FACT OR BY LAW OR ARISING BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, OBLIGATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LAUNCHMETRICS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LAUNCHMETRICS DOES NOT WARRANT THAT THE SERVICES ARE ACCURATE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE. LAUNCHMETRICS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LAUNCHMETRICS SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LAUNCHMETRICS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAUNCHMETRICS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER RELATING TO OR ARISING OUT OF THESE GENERAL TERMS, THE AGREEMENT, THE SERVICES OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (I) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) DAMAGES FOR LOSS OF BUSINESS, GOODWILL, ANTICIPATED SALES OR SAVINGS, PROFITS, DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES AND THE LAUNCHMETRICS CLOUD.
UNDER NO CIRCUMSTANCES WILL LAUNCHMETRICS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCHMETRICS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL LAUNCHMETRICS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO LAUNCHMETRICS PURSUANT TO THE AGREEMENT DURING THE SIX (6) MONTH PERIOD BEFORE THE APPLICABLE CLAIM OCCURRED.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Nothing in these General Terms removes or limits Launchmetrics’ liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. the disclaimers, exclusions, and limitations of liability under these General Terms will not apply to the extent prohibited by applicable law.
12. GOVERNING LAW, VENUE AND JURISDICTION SPECIFIC TERMS.
A. Rules. Unless otherwise indicated in your Agreement or unless your Agreement is with one of our European affiliate companies, these Terms shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any dispute or difference shall be finally resolved before a single arbitrator in accordance with the Rules of the American Arbitration Association, in the State, New York County and City New York. The award of the arbitrator shall include a written explanation of his decision and be limited to remedies otherwise available under these Terms and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. Otherwise You hereby expressly agree to submit to the exclusive personal jurisdiction of the jurisdiction indicated in the Agreement for the purpose of resolving any dispute relating to these Terms or access to or use of the Services by You.
B. No Class Actions. You may only resolve disputes with us on an individual basis, and You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
A. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Launchmetrics without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Third-Party Beneficiaries. These Terms do not grant any benefits to any third party unless it expressly states otherwise.
C. Notification Procedures and Changes to the Terms. Launchmetrics may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Launchmetrics in our sole discretion. Launchmetrics reserves the right to determine the form and means of providing notifications to our Users, provided that You may opt out of certain means of notification as described in these Terms. Launchmetrics is not responsible for any automatic filtering You or your network provider may apply to email notifications we send to the email address You provide us. Launchmetrics may, in its sole discretion, modify or update these Terms from time to time, and so You should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Launchmetrics Cloud after any such change constitutes your acceptance of the new Terms. If You do not agree to any of these terms or any future Terms, we advise not to use or access (or continue to access) the Launchmetrics Cloud.
D. Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements You may enter into with Launchmetrics in connection with the Launchmetrics Cloud and any of the Services, shall constitute the entire agreement between You and Launchmetrics concerning the Launchmetrics Cloud and the respective Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
E. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Launchmetrics’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
F. Force Majeure. Except for payment obligations, neither Party will be responsible for failure of performance due to an event beyond the an affected Party’s reasonable control, including acts of God, acts or regulation of government or any government agency, severe weather events, fire, natural disasters, pandemics or epidemics, civil unrest, acts of terror, strikes or other labor problems not involving an affected Party’s employees, computer or telecommunications failures or delays involving hardware or software not within such affected Party’s possession or reasonable control, failure of any internet service provider, and network intrusions or denial of service attacks, in so far as such an event prevents or delays the affected Party from fulfilling its obligations and such party is not able to prevent or remove the Force Majeure at reasonable cost.
G. Trademarks. Launchmetrics and Launchmetrics Services are trademarks or registered trademarks of Launchmetrics and/or its affiliates in the United States and other countries.
H. Contact. Please contact us at email@example.com with any questions regarding these Terms.
I. English Version. These General Terms were originally written in English. The English version of the Terms will be the version used when interpreting or construing the Terms except where prohibited by applicable law.