Terms of Service
The Teacup Terms of Service
This Agreement governs your use of the Platform (as defined below). For the purposes of this Agreement, The terms “we”, “us” or “our” shall refer to Teacup. “Subscriber” (also referred to herein as “you” or “your”) means the company or other organization or individual that is purchasing a subscription to the Service. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS, the most recent version of which is deemed incorporated in its entirety into these Terms of Service. Each time you use the Service, the current version of these Terms of Service will apply.
Teacup reserves the right, at its sole discretion, to modify or terminate the Service or to modify this Agreement, at any time and without prior notice. If we modify the Service or this Agreement, we will post the modification on the Teacup website (the "Site") or provide you with notice of the modification. By continuing to access or use the Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to use the modified Service and/or to be bound by the modified Agreement. If the modified Service or Agreement is not acceptable to you, your only recourse is to cease using the Service. This Agreement was last revised January 6, 2016.
Use of Services:
Subject to the other terms herein, we will use commercially reasonable efforts to make the Service available to you at all times, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. You agree that the Site will not be responsible or liable for any failure in the Service resulting from or attributable to (a) unusually high usage volumes, (b) failures in any telecommunications services, networks or systems, (c) Subscriber’s or any other third party’s negligence, acts or omissions, (d) the unavailability for any period of any Data Source for any reason, (e) any force majeure or other cause beyond Company’s reasonable control, or (f) any unauthorized access to the Service or your account, breach of firewalls or other hacking.
If any portion of the Site or Services require you to open an account, you must complete the registration process by providing Teacup with current, complete and accurate information, as prompted by the applicable registration form if you wish to have access to such features. You further agree to keep any registration information you provide the the Site current, complete and accurate.
As part of the registration process, you may be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account information and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify the Site by email immediately of any unauthorized use of your account or any other breach of security. Teacup will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by Teacup or another party due to someone else using your account or password.
By using the Site and the Service, you consent to receiving electronic communications from Teacup. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site and Service. These electronic communications are part of your relationship with Teacup and you receive them as part of your subscription to the Site and/or Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You acknowledge and agree that Teacup will automatically charge your credit card on record with the Site for the then-current subscription period upon the commencement of any renewal period. You will provide the Site with valid and updated credit card information and you authorize the Site to charge such credit card for all purchased subscriptions and renewals. You may terminate your subscription to the Site and Service at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded. For any purchases made between billing cycles, your credit card that you provided will automatically be charged or credited the new prorated amount for the latest purchase and the new rate will apply on your next billing cycle. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Teacup does not accept any liability for such loss.
For so long as Subscriber is current with its payment of the fees, the Site will provide the Subscriber with technical support services relating to the Teacup services by email.
“Client Data” means the data and other information that are provided to or collected by the Service from Data Sources (as defined below) that you choose to connect to the Service, which data and information may be stored, analyzed, processed and used by the Service in accordance with these Terms of Service.
Use of the Service includes supplying information drawn from a variety of data sources (individually “Data Source”, collectively “Data Sources”). The following are examples of the types of Data Sources you may connect to the Service. Some of these are supported now, and others are planned for future versions of the Service.
- Google Analytics
- Google AdWords
- Google Search Console
- Facebook Insights
- YouTube Analytics
Subject to any restrictions specified herein, you are permitted to connect Data Sources that are owned by you, or otherwise under your management and control, to your Service account. In addition, you may connect Data Sources that you do not own, provided that you have received permission from the person or entity that owns or otherwise has management and control of that Data Source. By connecting a particular Data Source to the Service you represent and warrant to the Company that the Data Source is either (a) owned by you or otherwise under your management or control; or (b) you have received permission from the person or entity that owns or otherwise has management or control of that Data Source to connect it to your use of the Service.
In connection with your use of the Sites and/or the Services, you acknowledge and agree that you will not:
- copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit any of the information, software, text, images, graphics, video files, audio files, ideas or other materials (collectively the “Content”) of the Site not submitted or provided by you, including by use of any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain our prior written consent;
- use any engine, software, tool, agent or other device or mechanism to navigate or search the Site, other than the search engines and agents available through the Service and other than generally available third party web browsers;
- copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained through the Site or the Services;
- access the Site or Services by any means other than through the standard industry-accepted or Teacup-provided interfaces;
- transmit any message, information, data, text, software, image, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may invade another's right of privacy or publicity;
- post or transmit any material that contains a virus, worm, Trojan horse, corrupted data, or any other contaminating or destructive feature;
- use any of the Site’s or Service's communications features in a manner that adversely affects the availability of its resources to other users;
- violate any applicable local, state, national, or international law;
- upload or transmit any material that infringes any patent, trademark, trade secret, copyright, personally identifiable information or other proprietary rights of any third party or violates a third party’s right of privacy or publicity;
- manipulate or otherwise display the Site and/or the Services by using framing or similar navigational technology;
- register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe any party from the
- use the Site and/or the Services for any purpose that is unlawful or prohibited by these terms and conditions. You may not use the Site or the Services in any manner that could damage, disable, overburden, or impair Teacup Analytic’s servers or networks, or interfere with any other user's use and enjoyment of the Site and/or the Services. Furthermore, you may not attempt to gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to the Site through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or the Services; or Service if you are not expressly authorized by such party to do so;
- knowingly provide any Content that is false or inaccurate or becomes false or inaccurate at any time.
Client Data Licenses:
By registering for the Service, Subscriber agrees to grant and does hereby grant to Teacup a non-exclusive, transferrable, royalty-free, worldwide right and license to access, copy, store, perform, display, modify, distribute, transmit, collect, reproduce, create derivative works of and otherwise use the Client Data in connection with providing the Service to the Subscriber and in connection with providing maintenance and support services to the Subscriber. Such license will terminate upon the termination of the Subscriber’s account, for whatever reason.
You also hereby grants to Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable right and license to access, copy, store, aggregate and otherwise use the Client Data in connection with developing, improving, extending and testing the Service.
By using the Service, you expressly authorizeTeacup to access your information maintained by identified third parties, including partners such as Google Analytics, on your behalf as your agent. When you use the “Connect Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. We will submit information including usernames and passwords that you provide to log you into the third party site. You hereby authorize and permit the Site to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the account information to you as part of the Service, you grant Teacup a limited power of attorney, and appoint Teacup as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN TEACUP ANALYTICS IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, TEACUP ANALYTICS IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.
The Subscriber may share or otherwise disclose data generated by or derived from the Service (e.g., charts, graphs, reports, downloads) with Subscriber’s customers, collaborators or other 3rd parties, if and only to the extent that the Subscriber has received express, written permission to disclose such data from the person or entity that owns or otherwise has management and control of each of the Data Sources used to generate the data. The Subscriber may not disclose any data (a) derived from Data Sources for which the Subscriber has not received such permission or (b) in violation of any confidentiality or other obligation to a third party.
Termination and Account Cancellation:
If you breach any of this Agreement, Teacup will have the right to suspend or disable your Account or terminate this Agreement, at its sole discretion and without prior notice to you.We reserve the right to revoke your access to and use of the Service at any time, with or without cause. You may cancel your Account at any time by emailing email@example.com.
Privacy and Security:
We may monitor the performance and use of the Site and the Service by all of our customers, combine this data (the “Usage Data”) with other data (including your Data), and use such combined data in an aggregate and anonymous manner. You hereby agree that we may collect, use, and publish such aggregate data for the purpose of creating aggregated and anonymized statistics regarding our customer base. Examples of our use of such aggregate data include, but are not limited to, statistics aggregated across all of our clients on metrics such as size of data sets, the number of users of the Website and Platform, revenue, number of transactions, and growth rates.
All right, title, and interest in and to the Site, the Service, and the Usage Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain our sole and exclusive property.
All right, title, and interest in and to your Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain your sole and exclusive property.
You agree to defend, indemnify, and hold Teacup, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or relating to: (i) your use of or access to the Service: (ii) your breach of this Agreement; or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Service.
Any action related to this Agreement will be governed by the State of Delaware law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in ? for the resolution of all disputes arising from or related to this Agreement and/or your use of the Site, or Service.
Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given: (i) by Teacup via email (in each case to the account address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
The failure of Teacup to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Teacup. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
Teacup does not guarantee the accuracy, completeness, timeliness, or correct sequencing of any of the information on the Site, including, but not limited to information originated by the Service, licensed by Teacup from information providers, or gathered by Teacup from publicly available sources. There may be delays, omissions, or inaccuracies in the information.
TEACUP ANALYTICS SHALL NOT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE FOR THE ACCURACY, COMPLETENESS, TIMELINESS, OR CORRECT SEQUENCING OF THE INFORMATION OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION OR THE SITE OR THE SERVICE OR FOR INTERRUPTION OF ANY DATA, INFORMATION, OR ANY OTHER ASPECT OF TEACUP ANALYTICS. THE PAST PERFORMANCE OF OF YOUR WEBSITE AND MANAGEMENT AND MARKETING STRATEGIES CANNOT GUARANTEE ITS FUTURE PERFORMANCE.
THE SERVICE, THE SITE, THEIR COMPONENTS, THE DOCUMENTATION, THE SUPPORT SERVICES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
LIMITATION OF LIABILITY:
EXCEPT IN CONNECTION WITH YOUR BREACH OF RESTRICTIONS OR YOUR FAILURE TO PAY ANY AMOUNTS DUE AND OWING: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
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