Terms and Conditions
Last updated: June 01, 2024
Thank you for using Piracymeter!
This Website is operated by Piracymeter UAB, a Lithuanian registered company located at J. Savickio str. 4-7, Vilnius, LT-01108, Lithuania. Throughout the Website, the terms “Piracymeter”, “we”, “us” and “our” refer to Piracymeter UAB. Piracymeter UAB offers this Website, including all information, tools and services available from this Website to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
Please read these Terms and Conditions ("Agreement") carefully. By visiting our Website and/ or registering for a free trial, completing the online registration form for a chargeable subscription for the Services you (“you” or “user”) agree to be legally bound by these Terms and Conditions and Privacy Policy as they may be modified and posted on our Website from time to time. In the event of any inconsistency between the content of the Terms and Conditions and the Privacy Policy, the Terms and Conditions shall prevail followed by the Privacy Policy. These Terms and Conditions and Privacy Policy apply to all users of the Website.
If you do not wish to be bound by these Terms and Conditions and Privacy Policy then you may not access the Website or use any Services.
You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of this Agreement by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website or Services following the posting of any changes constitutes acceptance of those changes.
You acknowledge that this Agreement is a contract between you and Piracymeter, even though it is electronic and is not physically signed by you, and it governs your use of Services.
1. Definitions
In this Agreement, the following words shall have the following meanings:
| “Agreement” | means these Terms and Conditions and Privacy Policy together; |
| “Account“ | means any accounts or instances created by or on behalf of user for access to and use of any of the Services. |
| “Confidential Information“ | means any and all information in whatsoever form relating to Piracymeter or user, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of Piracymeter or user (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information; |
| “User Data“ | means all data imported into the Services for the purpose of using the Services or facilitating the User’s use of the Services; |
| “Effective Date“ | means the date on which user registers online and agrees to the terms of this Agreement; |
| “Feedback“ | means feedback, innovations or suggestions created by user regarding the attributes, performance or features of the Services; |
| “Fees“ | means the fees as set out in Piracymeter’s online price list where user may order Services which apply after the Trial Period has expired; |
| “Force Majeure“ | means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, labor dispute, labor shortage, power shortage, including without limitation where Piracymeter ceases to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency; |
| “Initial Term“ | means the fixed initial term starting on the Effective Date, set out in the Order Form (which includes the Trial Period); |
| “Intellectual Property Rights“ | means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world; |
| “Order Form“ | means the email confirmation sent to the user after the order is accepted by Piracymeter. |
| “Privacy Policy“ | means the privacy policy of Piracymeter published at https://www.piracymeter.com/privacy/ as amended from time to time; |
| “Renewal Term“ | means the renewal term set out in the Order Form; |
| “Services“ | means the software applications services offered by Piracymeter through the Website, or ordered online by user and set out in the Order Form which are made available to you and includes any computer software programmes and, if appropriate, Updates thereto;
means the products and services of Piracymeter, including our application programming interface, software, tools, developer services, data, documentation, and webWebsite |
| “Website” | means www.piracymeter.com; |
| “Statistical Data” | means aggregated, anonymised data derived from the user’s use of the Services which does not include any personal data or User Confidential Information; |
| “Term“ | means the Initial Term plus any Renewal Term(s); |
| “Terms and Conditions“ | means these terms and conditions of Piracymeter published at piracymeter.com/terms/ as amended from time to time; |
| “Trial Period” | means the free trial period set out in the Order Form; |
| “Updates“ | means any new or updated applications, services or tools (including any computer software programmes) made available by Piracymeter as part of the Services. |
| “You” or “User” | means any natural or legal person who uses the Services. The Website also provides certain services without registration/acceptance, and such provision of services does not absolve you of this contractual relationship. "User" also includes user’s employees or contractors or agents or any other individuals that the user has nominated to subscribe to the Website and Service or by Piracymeter on behalf and on request by the user. |
2. Services
2.1. Services. You engage Piracymeter and Piracymeter agrees to provide to you selected internet based Services as specified on the applicable Order Form(s) or other contract from the Effective Date for the Term in accordance with the terms of this Agreement. Certain Services may be subject to additional terms specific to such Services, provided either through the Order Form or as otherwise made available at https://www.piracymeter.com (or its successor Website).
3. Subscription License
3.1. License. You are granted a non-exclusive, non-transferable, revocable license to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term. Such licence shall permit you to make cache copies of software or other information as are required for you to receive the Services via the Internet. Where open source software is used as part of the Services, such software use by the user will be subject to the terms of the open source licenses.
3.2. Website Access. Piracymeter hereby grants you permission to visit and use the Website for your information and personal use only (and, where applicable, the internal business purposes of your Organization), subject to this Agreement and your compliance with applicable law.
3.3. Purpose. Unless otherwise specified in this Agreement, the Services are provided and may be used solely by you for the anti-piracy purposes, obtaining insights and metrics and/or to learn about Piracymeter services, and in compliance with this Agreement.
3.4. Restrictions. Except as expressly permitted in the Agreement, you may not, and shall not allow or assist any third party to: (a) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Services or the Website to any third party; (b) modify, adapt, or create derivative works from the Services or the Website. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Services or the Website; (c) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of the Services or the Website, or any components of models, algorithms, and systems thereof, or create any derivative works of the Services or the Website, or any part thereof; (d) use any method to extract data from the Services or the Website, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (e) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation; (f) circumvent, disable or otherwise interfere with security-related features of the Services or the Website, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or the Website; (g) attempt to bypass any functionality or access features on the Website directly by using custom http (or other) calls, or attempt to manipulate the Service, or access it in a manner other than in a way in which a reasonable person would consider normal permitted use; (h) create multiple accounts, including online or otherwise, to access the Services or the Website in a manner intended to avoid incurring fees; (i) intentionally distribute viruses, worms, defects, trojan horses, corrupted files, hoaxes, or any other item of a destructive or deceptive nature; (j) damage, disable, overburden, impair, or disrupt the Services or the Website or attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the Services or the Website, or in any way with the use or enjoyment of the Services or the Website by others; (k) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, or penetration testing of the Services or the Website (without first obtaining Piracymeter’s written consent); (l) access or use the Services or the Website to develop, offer, train, operate, support or enable a competing service or product, including machine learning engine; (m) promote, facilitate, or encourage illegal activity or use any services in any manner that would disparage Piracymeter; and/or (n) use the Services or the Website in any unlawful manner (including without limitation in violation of any data, privacy, anti-bribery or export control laws), for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.
4. Account
4.1. Registration. You may need to register for an Account in order to place orders or access or receive the Services. There is no cost to create the User Account, however, to access the functionality within the Paid Services, you will be required to provide billing details. Each User Account is intended and designed for use by an individual user, unless otherwise stated in your Subscription Plan.
4.2. User Responsibilities. You are solely responsible for (a) each Authorized User’s compliance with the terms of this Agreement; (b) maintaining accurate account information at all times, including a valid email address and billing information, if applicable, and updating such information as necessary; and (c) obtaining, maintaining and supporting at your own expense all hardware, software and services necessary to access the Services, including, but not limited to, internet service providers, telecommunications providers, web browsers. You are also responsible for maintaining the security of all of your User Accounts, including, but not limited to, your User login, password and API key, and for all activity occurring under your User Accounts. The API key is a form of access token provided by Piracymeter and can only be associated with one User Account. You will promptly notify Piracymeter in writing of any unauthorized use of the Services (in each case that comes to user’s attention) and promptly take all reasonable steps necessary to terminate such unauthorized use, including collaborating with Piracymeter to remediate.
4.3. Suspension. Piracymeter may suspend access to the Services, or portion thereof, at any time, if in Piracymeter’s sole reasonable discretion, the integrity or security of the Services is in danger of being compromised by acts of you or Authorized User. Where possible, Piracymeter shall give you 24 hours written notice, before suspending access to the Services, giving specific details of its reasons.
5. Intellectual Property Rights
5.1. Proprietary Rights. All intellectual property rights, title, and interest in and to the Website, Services, the technology underlying each of them, all modifications and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of Piracymeter and/or its licensors and subcontractors. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. Piracymeter reserves all rights not expressly granted in this Agreement.
5.2. Attribution. You hereby grant to Piracymeter end users permission to use user name, logo and other proprietary marks for Piracymeter' promotional, informational and advertising purposes. You may revoke your consent by sending a request to [email protected]. All proprietary metrics obtained through the Services remain the intellectual property of Piracymeter, and you agree to attribute metrics such as, but not limited to URL in any publication or distribution of said proprietary metrics.
5.3. Feedback. You are under no obligation to give Piracymeter any ideas, suggestions, comments or other feedback related to the Website, the Services, or Piracymeter (“Feedback”). If you elect to provide any Feedback, you agree that all such Feedback is non-confidential and that we own all rights to use and incorporate such Feedback into the Services, or any other product or service, without payment or attribution to you.
5.4. User Data. You shall retain sole ownership of all rights, title and interest in and to User Data and its pre-existing Intellectual Property Rights and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of User Data. You grant Piracymeter a non-exclusive, non-transferable, royalty free license to use User Data,User Intellectual Property Rights and any third party owned item from the Effective Date for the Term to the extent required for the provision of the Services.
5.5. Statistical Data. You grant Piracymeter the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting Piracymeter from using the Statistical Data for business and/or operating purposes, provided that Piracymeter does not share with any third party Statistical Data which reveals the identity of user or User’s Confidential Information.
5.6. Claims of Copyright Infringement. If you believe that your work has been used related to the Website or Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Piracymeter at [email protected]. You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Website or Services that you claim is infringing with enough detail so that Piracymeter may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit Piracymeter to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature. On receiving the notification containing all of the information set forth above, Piracymeter will take whatever action, in its sole discretion, it deems appropriate.
6. Ordering, Fees, Invoicing and Payments
6.1. Order Confirmation. Piracymeter is entitled to refuse any order placed by you. If an order is accepted, Piracymeter will confirm acceptance via email.
6.2. Trial. No Fees shall be charged for the Services during the Trial Period. Upon expiry of the Trial Period, the free trial will automatically become a chargeable subscription to use the Services. To avoid being charged, you can cancel your free trial before it ends.
6.3. Fees and Payment. You will be invoiced and charged the Fees set out in the subscription plan you chose. Piracymeter shall issue invoices to you as set out in the chosen subscription plan for continued use of the Services. All invoices shall be payable in full by you. You shall pay all Fees to Piracymeter in advance and you hereby permit Piracymeter to take credit and debit card payments in advance upon the issue of each invoice. This will continue until you cancel your subscription plan with us. The Fee is the price in force and set out in the online price list of Piracymeter at the date and time of each invoice. You undertake that all details provided for the purpose of obtaining the Services will be correct and that banking and card details used are its own and that there are sufficient funds or credit facilities to cover the Fees.
6.4. Renewal. Unless you cancel your subscription renews, Service Plans will automatically renew for a period equal to the previous Subscription Term. Piracymeter reserves the right to increase the Fees at the beginning of each Subscription Term, including any automatically renewed term. Any Fees for a renewed Subscription Term are due upon the date of renewal.
6.5. Applicable Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You agree to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Piracymeter is legally required to collect the same, will be itemized on the Piracymeter invoice. If you have an obligation to withhold any amounts under any law or tax regime, you will gross up the payments so that Piracymeter receives the amount actually quoted and invoiced. If Piracymeter has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount will be invoiced and paid by you, unless, prior to the invoice date, you provide Piracymeter with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.6. Subscription Cancellation. Cancellation must be made by you before your subscription renews in order to avoid being charged for the following month’s or year’s subscription fee. When you cancel, you will still have access to our Services based on the user subscription plan until the end of the user subscription period.
6.7. Late Payments. Where payment of any Fees is not received on the due payment date, Piracymeter may, without liability to you, disable user’s password, account and access to all or part of the Services and Piracymeter shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remains unpaid. Piracymeter shall be entitled to charge interest on overdue Fees at the applicable statutory rate. Piracymeter reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
6.8. Promotional Codes. Promotional codes are special codes that can be applied to the user's purchase to receive a discount or special offer. Promotional codes are valid for a limited time only and may expire without notice. Promotional codes may only be used once per user and cannot be combined with other promotions or discounts. Promotional codes may not be used on any past purchases or for any plans or services that have already been paid for. Promotional codes are not refundable. Once used, they cannot be used again or refunded. Piracymeter reserves the right to modify or cancel any promotional codes or offers at any time without notice. By using promotional code, you agree to these terms and conditions.
7. Messages and Links
7.1. Service and Marketing Messages. By registering an account you are giving Piracymeter permission to send email notifications to the email address that you have specified upon registration. These email notifications may include: updates, insights and system messages. You can opt-out from any of these emails any time by using the "unsubscribe" link that is included at the bottom of each email that we send to you. Also you can cancel these emails any time anytime in the Notifications section of Subscription Dashboard by switching the notification option. More information on this can be found in Piracymeter’ privacy policy, which forms part of these terms.
7.2. Links. The Services may provide links to other World Wide Web Websites or resources. Since Piracymeter has no control over such websites or resources, you acknowledge and agree that Piracymeter is not responsible for the availability of such external Websites or resources, does not endorse said Websites/resources, and is not responsible, nor liable for any content, advertising, or other materials on or available from such Websites or resources. You further acknowledge and agree that Piracymeter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or related in any way to use of or reliance on any such content, goods or services available on or through any such Website or resource.
8. Term and Termination
8.1. Term. This Agreement starts from the first day you visit the Website and remains in effect for as long as you access or use the Services or the Website. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
8.2. De-Registration. You may delete your user account at any time by sending a request to [email protected]. If you delete your user account, Piracymeter may delete all your data and information stored on Piracymeter servers and Piracymeter will bear no responsibility for the deletion or loss of such data or information. Even if you delete your User account, you agree to pay all Fees incurred prior to de-registration until paid in full.
8.3. Termination by the User. The Agreement is effective unless and until terminated by either you or Piracymeter. You may terminate the Agreement any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.
8.4. Termination by Piracymeter. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of the terms of this Agreement, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
8.5. Termination. Either party shall be entitled to terminate this Agreement on written notice to the other party if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; (iii) is prevented by Force Majeure from fulfilling its obligations for more than twenty eight (28) days.
8.6. Effect on Termination. Upon termination of this Agreement: (i) Piracymeter shall immediately cease providing the Services to you and all licenses granted hereunder shall terminate; (ii) you shall promptly pay Piracymeter all unpaid Fees for the remainder of the Term. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Term; (iii) at the option of the user, following receipt of a request from you delete or return all User Data stored in Piracymeter’s database in a machine readable format, free of charge, provided that such request is made within 30 days of termination. If you require any User Data to be returned in a different format Piracymeter reserves the right to charge for this additional service on time and materials basis.
9. Confidentiality, Security and Data Protection
9.1. Confidentiality. You may be given access to Confidential Information of Piracymeter, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Piracymeter or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Piracymeter and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
9.2. Data Protection. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements. If a third party alleges infringement of its data protection rights, Piracymeter shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
10. Warranties
10.1. Representations and Warranties. Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
10.2. Disclaimers. THE SERVICES ARE PROVIDED “AS IS” and "AS AVAILABLE". EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO SATISFACTORY QUALITY AND FITNESS FOR PURPOSE), ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
11. Liability
11.1. Limitation of Liability. NEITHER PIRACYMETER NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF FIVE HUNDRED EUROS (EUR €500.00). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11.2. User Liability. You shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any users who access the Services as if such acts, omissions or negligence had been committed by the user itself.
11.3. Limitation Periods. In no event shall you raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
11.4. Own Skill and Judgement. The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgment and have not relied on any representation made by the other, their employees or agents.
11.5. Unlimited Liabilities. Nothing in the Agreement excludes the User Liability for: (a) fraud or fraudulent misrepresentation; (b) obligations under Section 3.4 (Restrictions); or (c) payment obligations under the Agreement.
12. Indemnities
12.1. Indemnification by Piracymeter. Piracymeter, shall at its own expense: (i) defend, or at its option, settle any claim or suit brought against the user by a third party on the basis of infringement of any Intellectual Property Rights by the Services (excluding any claim or suit deriving from any user provided item); and (ii) pay any final judgment entered against the user on such issue or any settlement thereof, provided that: (a) you notifies Piracymeter promptly of each such claim or suit; (b) Piracymeter is given sole control of the defense and/or settlement; and the (c) you fully co-operates and provides all reasonable assistance to Piracymeter in the defense or settlement.
12.2. Remedies. If all or any part of the Services becomes, or in the opinion of Piracymeter may become, the subject of a claim or suit of infringement, Piracymeter at its own expense and sole discretion may: (i) procure for you the right to continue to use the Services or the affected part thereof; or (ii) replace the Services or affected part with other suitable non-infringing service(s); or (iii) modify the Services or affected part to make the same non-infringing.
12.3. Indemnification by User. You shall defend, indemnify and hold Piracymeter and its employees, sub contractors or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by you of any Intellectual Property Rights with respect to the user’s use of the Services outside the scope of this Agreement; (ii) any access to or use of the Services by users or a third party; and (iii) use by Piracymeter of any User Data or user provided item; and (iv) breaches of data protection law or regulations by you; and (v) any breach of the terms of this Agreement by a user; and Piracymeter shall be entitled to take reasonable measures to prevent the breach from continuing.
13. Governing Law, Dispute Resolution and Venue
13.1. Governing Law. The Agreement shall be governed by the laws of the Republic of Lithuania.
13.2. Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Piracymeter, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
13.3. Venue. If the Parties are not able to reach an agreement, the respective dispute or claim shall be resolved by the courts of the Republic of Lithuania.
14. General Provisions
14.1. Severability. Should a provision of the Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
14.2. Entire Agreement. The Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
14.3. Assignment. No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however Piracymeter shall be entitled to assign the Agreement to any company in Piracymeter’s group of companies; or (ii) any entity that purchases the shares or assets of Piracymeter as the result of a merger, takeover or similar event, who is not a competitor of the user.
14.4. Relationship of the Parties. This Agreement does not create a partnership, joint venture or agency relationship between you and Piracymeter or any of Piracymeter’s affiliates. Piracymeter and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
14.5. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such party's reasonable control including, but limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, fires, floods, acts of terror, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of governments, acts of terrorism, or war. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. If the Force Majeure event lasts for more than 28 days the non-defaulting party may terminate this Agreement with immediate effect without penalty.
14.6. Changes to Services. You acknowledge that the Services are on-line, subscription-based products, and that in order to provide improved user experience Piracymeter may make changes to the Services, and may update the applicable documentation accordingly. Subject to Piracymeter’s obligation to provide the Services under Order Forms, Piracymeter can discontinue any Services or any portion or any feature of any Services for any reason at any time without liability.
14.7. Export Restrictions. The use of the Services is subject to export control laws and regulations of the United States and European Union. By accessing and using the Services, you agree to comply with all such laws and regulations, including without limitation, those relating to the export of software or technical information. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory that is subject to restrictions under the US or EU export control laws or regulations, including but not limited to, Iran, North Korea, Syria, Cuba, Sudan, and Crimea. You shall not export or re-export, directly or indirectly, any software or technical information obtained from the service to any countries or territories subject to such restrictions without first obtaining any required government authorization. You agree to indemnify and hold harmless the service and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any violation of this clause or any applicable export control laws or regulations.
14.8. Notices. Any notice or other communication under this Agreement given by any party to any other party must be in writing and will be effective upon delivery as follows: (a) if to You, (i) when delivered via registered mail, return receipt requested, to the address specified in the Order or otherwise on record for You; or (ii) when sent via email to the email address specified in an Order Form (or otherwise on record for You); and (b) if to Piracymeter, when sent via registered mail, return receipt requested, to Piracymeter at Piracymeter UAB, J. Savickio str. 4-7, Vilnius, LT-01108, Lithuania or such other address which Piracymeter may specify from time to time, with a copy to [email protected].