Plain and simple.
We are committed to keep things simple and straight forward.
1 The basics
1.1 The DrKPI Benchmark Tool for corporate blogs helps to benchmark smarter to perform better.
It uses metrics that allow for smart changes that follow best practice and improve cost and time management. The tool offers a straightforward dashboard with straightforward answers.
1..2 This Agreement allows you to use the DrKPI service (as defined below, “Service”) on the terms of this Agreement. This Agreement consists of this document and a signed Order Form (sometimes also known as a Quote).
1.3 Use of the Service is available only under the terms of this Agreement. Please read the Agreement carefully prior to using the Service. By using any part of the Service, you indicate your acceptance of the terms of this Agreement.
1.4 Unless otherwise defined in the Order Form, the following terms have the following meanings in this Agreement:
“DrKPI Benchmark Application” is the DrKPI social media analysis tool that summarises, analyses and provides tipps for improving your corporate blog relevant to its competitors.
“Intellectual Property Rights:” copyright, database rights, trade and service marks or names, design rights, patents, rights in inventions and all similar rights, whether registered or not, and including the rights to apply for registration.
“Service” is access to the DrKPI Benchmark Tool and related services provided by DrKPI – CyTRAP Labs GmbH to you in accordance with the terms of this agreement and any applicable Order Form.
2.1 In consideration of the payments that you are required to make to us, we agree to provide you with the Services listed in the Order Form.
2.2 This Agreement allows use of the Service from the date we have received a signed Order Form from you until the agreement is terminated in accordance with clause 3 (Term and Termination).
2.3 Title to and ownership of all components comprising the Service (including software, data, algorithms and any other content) shall at all times remain with DrKPI and/or its licensors.
2.4 You may use all data which you receive through proper use of the Service for your own business purposes, and for no other purpose. For the avoidance of doubt, your own business purposes shall include the business purposes of your clients to the extent that they are authorised to use the Service under this agreement.
2.5 Subject to clause 2.4, you are prohibited from making any permanent copy of any web-based software or data in any form, or reverse engineering or decompiling any such software, or making derivative works incorporating any of the elements of it, or modifying or adapting it in any way, or extracting or re-utilising any such data, save as is required to be permitted by law.
2.11 If you elect to have the option to upgrade your account within the Service and you exercise this option then you agree to pay the price of the upgraded account available at http://drkpi.com/php/prices.php or from your DrKPI account manager.
3 Term and Termination
3.1 This Agreement allows use of the Service from the date we have received a signed Order Form from you for the duration specified in the Term of Contract section of that Order Form. Unless otherwise stated on the applicable Order Form, this Agreement shall automatically renew on the same terms, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Notice of non-renewal must be sent via email to cancellations@DrKPI.com.
3.2 This Agreement shall terminate immediately if either party become insolvent or if bankruptcy, winding up, receivership, administration or similar proceedings are commenced or issued against either party or, if that party is a partnership, against all or any of that party’s partners or the partnership as a whole.
3.3 In addition, we may terminate this Agreement immediately in the event of:
(a) any unlicensed use (including Intellectual Property Right infringing activity) of the Service including any of our data or software, or modification thereof, made or permitted by you; or
(b) any other breach by you of any of the terms and conditions of this Agreement, following written notice from us of such breach, if the breach is not cured within ten (10) days of receiving such notice.
3.4 Upon termination for any reason, you shall immediately cease using the Service and destroy all supporting documentation.
3.5 If You continue to use the Service without being authorised to by this Agreement, DrKPI will, without prejudice to any other rights ,be entitled to charge for such usage at the rates charged under this Agreement.
4 Security and Data Protection
4.1 The Services must be used in conjunction with a unique ID (which may include user names, passwords etc) supplied by DrKPI to you, which you must keep safe and confidential. You are responsible for all use of the Service made using such ID.
4.2 While we will use reasonable endeavours to ensure that no bug or virus is transmitted to you through the Service, you are responsible for taking all appropriate measures to prevent harmful agents or components from entering your systems, and for backing up all your data.
4.3 To the extent that we may be required, as part of the Service, to process any personal data on your behalf, you are responsible for obtaining all necessary data protection registrations and consents to enable such processing and we agree to effect and maintain appropriate technical and organisational measures to prevent unauthorised processing of such data, and to act in accordance with your instructions in relation to the processing of such data.
5 Your Obligations
5.1 You are responsible for providing and maintaining all of the network and communications facilities (and for being authorised to use them) necessary for use of the Services.
5.2 You agree not to use the Service for any purpose for which you are not authorised, or for any illegal, immoral or offensive purpose, or for any purpose which infringes a third party’s rights.
You also agree not to use the Service to communicate any material which is obscene, defamatory, offensive, abusive, illegal or in breach of a third party’s rights or otherwise unacceptable to us.
You agree to neither use the Service for spamming, hacking or any other such activities.
5.3 You agree that if you use the DrKPI API to access, test, review or use in any way DrKPI data, then you agree to conform to the usage policies of the DrKPI API, which are available on request.
5.4 We reserve the right to suspend the Service without notice to you if we discover any such activity listed in 5.2 or any breach of 5.3, and you agree to indemnify us against all losses, damages, costs and expenses which we suffer as a result of your breach of this clause 5.
5.5 You may allow your clients to use the Service for their own business purposes provided that you:
(a) require any such client to comply with the terms of this Agreement in relation to their use of the Service as if they were a party to this Agreement; and
(b) indemnify us against any loss, damage, claim, liability and reasonable costs and expenses that we may suffer as a result of any act or omission by such a client which, were it an act or omission by you, would constitute a breach of this Agreement. Any usage of the Service made by your clients pursuant to this provision will constitute part of your usage under this Agreement.
5.6 If You purchase a DrKPI Platinum level account, You must nominate three ‘Supported Admin Users’ for your DrKPI account. ‘Supported Admin Users’ will be privileged personnel who are permitted to contact the account management or support services team directly.
No other personnel will be permitted to contact the account management or support services teams. Only personnel who have attended core DrKPI training can qualify as a Supported Admin User.
Additional Supported Admin Users may be added for an additional recurring fee, and existing Supported Admin Users can be replaced, with a maximum of one Supported Admin User replacement per month.
If additional or replacement Supported Admin Users have not undergone DrKPI training, this will also be chargeable to qualify. If You are subscribing to a Pro account, You will be supported through the DrKPI support portal where tickets can be raised. Tickets will be answered in accordance with the DrKPI support SLA, which can be found here.
6 Our Obligations
6.1 We warrant that we have title or authority to provide the Service in accordance with this Agreement, and subject to receiving your immediate notification of any claim, your full co-operation, and sole control of the action, we will at our own cost defend, or at our option settle, any action against you based on a claim that your use of the Service in accordance with this Agreement infringes the intellectual property rights of any third party.
6.2 The Service will be provided in accordance with the description from time to time as published on our website.
7 Intellectual Property
7.1 You will own all Intellectual Property Rights in information that you submit to the Service.
7.2 We own all Intellectual Property Rights in all other data included in the Service, and in the Service itself. We grant you a licence to use the results provided to you using the Service for your own business purposes.
7.3 You agree that we can use your name, logo and trademarks for public relations activities including, without limitation, on our client list and on our website.
8 Confidential Information
8.1 “Confidential Information” means this Agreement and all data, trade secrets, business information and other information of any kind whatsoever that, either DrKPI discloses to you, or you disclose to DrKPI, in writing, orally, visually, digitally or in any other medium.
8.2 Each party shall hold in confidence, and not use except for the purposes of this Agreement, all Confidential Information of the other party and must protect that Confidential Information as if it was their own Confidential Information so as to prevent its unauthorised disclosure or use, both during and after the term of this Agreement.
8.3 The provisions of clause 8.2 shall not apply to Confidential Information to the extent that it
– (i) becomes known to the general public without breach of the non-disclosure obligations of this Agreement;
– (ii) is obtained from a third party without breach of a non-disclosure obligation and without restriction on disclosure; or
(iii) is required to be disclosed in connection with any suit, action or other dispute related to this Agreement, to the extent of the disclosure required.
8.4 The provisions of this clause 8 will survive the termination of this agreement howsoever arising.
9.1 You must pay us the amounts specified in the Order Form (the “Fees”) by the times and methods specified in the Order Form.
9.2 On the expiration of one calendar year from the Effective Date and for every calendar year thereafter, DrKPI reserves the right to increase the price due to inflation and/or additional services.
9.3 If any Fees are payable upon invoice, you must pay all such invoices within 10 days. All services are payable in advance in full prior to use. If you fail to do so we may, without prejudice to any other rights we may have, terminate or suspend your access to the Service.
9.4 Unless specifically stated otherwise, all invoices will be net of any withholding tax or other amounts that you are required to pay under applicable law (such as, but not limited to, foreign, national, state or local sales, use, value added, withholding or other taxes, customs duties or similar tariffs and fees).
9.5 DrKPI understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under applicable Swiss Laws, as amended, if we are not paid according to agreed credit terms.
10.1 No warranties, conditions or other terms, whether expressed or implied, including without limitation those relating to quality or fitness for a particular purpose, are given by us. All such terms are excluded, save to the extent expressed in this Agreement.
The Service is made available on an “as is” basis, and we do not warrant that it will operate uninterrupted or error-free.
10.2 You are responsible for ensuring that the Service meets your requirements. You acknowledge that the internet is not a totally stable or secure environment, and that we will not be liable for any defects or delays in the Service, or anything else, which arise as a result of any problem associated with the internet.
10.3 In no event will we be liable to you or any other person whether in contract, tort (including negligence) or otherwise:
(a) for any indirect or consequential loss, or any loss of time, business, money, goodwill or data, or any failure to process data adequately or at all; or
(b) for any other loss which may arise from the use, loss of use, operation or modification of the Service or any defect therein or otherwise in an amount exceeding the amount that you have paid under this Agreement in the twelve months prior to the date on which such liability arose.
The Service is dependent on information obtained via the internet, and we cannot guarantee its accuracy, completeness or correctness. The Service, and any information that you receive through the Service, does not constitute professional advice of any sort. Any action taken by you as a result of your use of the Service is entirely your responsibility. Accordingly, we exclude all liability arising from your use of the Service.
10.5 The limitations on liability set out in this clause 10 shall not apply to any liability arising from death or personal injury caused by our negligence or for fraud.
11.1 Neither party is liable for a breach caused by “force majeure” or event beyond its reasonable control, such as natural disaster, war, government action, or failure of third party telecommunications or other services.
11.2 We may change the terms of this Agreement by giving you not less than 30 days’ prior written notice.
11.3 If any term is found illegal or unenforceable, the rest of the Agreement continues in full force.
11.4 A delay or failure by a party to enforce a term does not prevent it from enforcing that or any other term later.
11.5 Notices must be sent to the parties’ addresses as set out in this Agreement or as otherwise notified under this clause. They must be delivered by hand, sent by prepaid post (airmail if overseas) or (if e-mail addresses have been provided by the parties for this purpose) by e-mail. Deemed receipt is upon delivery by hand, 3 business days after posting and 24 hours after despatch by e-mail.
11.6 You may not assign this Agreement to another person without our written consent.
11.7 This Agreement is governed by Swiss law, and the Swiss Courts have exclusive jurisdiction in relation to any dispute.