This Sourcemetrics Terms of Service (the "Agreement") is a legal agreement between Customer (as defined below) and Sourcemetrics ("Sourcemetrics") that sets the terms and conditions for the use of the Service (as defined below).
By (a) creating an account or using the Service, (b) signing and submitting an order agreement that references this Agreement, or (c) installing the Sourcemetrics tracking script on any website (each a "Binding Action"), Customer shall be bound by the terms of this Agreement. If an individual person takes a Binding Action for and on behalf of an entity, the individual person represents and warrants that they are authorized to bind the entity and its Affiliates to this Agreement.
1. Definitions
1.1 "Affiliate" means, with respect to any specified person or entity, any other person or entity that controls, is controlled by, or is under common control with the specified person or entity.
1.2 "Customer" means the individual person or entity who takes a Binding Action and the individual person's or entity's Affiliates.
1.3 "Intellectual Property Rights" means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, and trade secrets relating to the origin, design, programming, operations, or function of the Service.
1.4 "Order Agreement" means any online subscription checkout process or separate written order form that references this Agreement.
1.5 "Party" means, depending upon the context, Sourcemetrics or Customer, and "Parties" means Sourcemetrics and Customer.
1.6 "Service" means the Sourcemetrics marketing attribution platform, APIs, web-based dashboard, and website tracking script.
1.7 "Your Data" means all data Customer provides to or generates through the Service, including CRM data, website visitor data, and configuration settings.
2. Description of Service
2.1 Capabilities. Sourcemetrics is a marketing attribution platform that: (a) tracks customer touchpoints across online and offline marketing channels; (b) calculates multi-touch attribution models linking marketing activities to sales outcomes; (c) integrates with third-party platforms to enrich marketing data; (d) provides a web-based dashboard for analytics, reporting, and configuration; and (e) provides a website tracking script that customers install on their websites to collect visitor interaction data.
3. Account Registration and Security
3.1 Account Creation. To use the Service, Customer must create an account with a valid email address and authenticate through Sourcemetrics' authentication provider. Customer is responsible for maintaining the confidentiality of all account credentials.
3.2 Account Responsibilities. Customer will (a) provide accurate and complete account information, (b) notify Sourcemetrics immediately of any unauthorized access to the account, (c) not share account credentials with unauthorized individuals, and (d) be responsible for all activity that occurs under the account.
3.3 Organization Roles. The Service supports multiple user roles within an organization (e.g., owner, admin, site admin). Account owners are exclusively responsible for managing user access and permissions within their organization.
4. Acceptable Use
4.1 Permitted Use. Customer may use the Service solely to track and analyze marketing attribution for Customer's own business or for clients Customer is explicitly authorized to represent. Customer may only connect third-party platforms and install the tracking script on websites for which Customer has authorized access and modification rights.
4.2 Prohibited Use. Customer shall not: (a) use the Service to collect data from websites Customer does not own or have authorization to track; (b) attempt to access data belonging to other Sourcemetrics customers; (c) disassemble, decompile, reverse engineer, or modify the Service; (d) use the Service in violation of any applicable law or regulation; (e) resell, redistribute, or sublicense access to the Service without written consent; or (f) use the Service to collect data that Customer is prohibited from collecting under applicable privacy laws without obtaining required consents.
5. Third-Party Integrations
5.1 Connecting Third-Party Services. The Service allows Customer to connect third-party platforms (e.g., Google Ads, Salesforce, Microsoft Ads) via OAuth authorization. By connecting a third-party service, Customer authorizes Sourcemetrics to access Customer's account data on that platform within the scope of permissions granted, and represents that Customer has the authority to grant such access.
5.2 Third-Party Terms. Customer's use of connected third-party services remains subject to those services' terms of use and privacy policies. Sourcemetrics is not responsible for the availability, accuracy, or policies of third-party platforms.
5.3 Disconnecting Services. Customer may disconnect any third-party service at any time from the dashboard. Upon disconnection, OAuth tokens for that service are immediately deleted. Historical data previously synced will be retained in accordance with Sourcemetrics' data retention policy unless immediate deletion is requested.
6. Tracking Script
6.1 Installation and Responsibility. When Customer installs the Sourcemetrics tracking script on a website, Customer is solely responsible for: (a) ensuring compliance with applicable privacy laws and regulations (including but not limited to GDPR, CCPA, and ePrivacy regulations) regarding data collection; (b) providing appropriate notice to website visitors about the use of tracking technologies, including cookies; (c) obtaining any required consents from website visitors before the tracking script is activated, where required by law; and (d) updating the website's privacy policy to disclose the use of Sourcemetrics and the data collected.
6.2 Data Collected. Customer acknowledges that the tracking script sets cookies on website visitors' browsers and collects form submission data (excluding login forms and password fields). Under applicable privacy laws, Customer is the data controller for data collected from website visitors, and Sourcemetrics acts as a data processor on Customer's behalf.
7. Data Ownership and Licensing
7.1 Your Data. Customer retains all ownership rights to Your Data.
7.2 License to Sourcemetrics. Customer grants Sourcemetrics a limited, non-exclusive license to process Your Data solely for the purpose of providing the Service. Sourcemetrics will not use Your Data for any purpose other than delivering and improving the Service.
7.3 Aggregated Data. Sourcemetrics may create anonymized, aggregated data derived from Your Data that does not identify Customer, Customer's organization, or website visitors. Sourcemetrics may use such aggregated data for analytics, benchmarking, and service improvement purposes.
8. Fees and Payment
8.1 Subscription Plans and Fees. Access to the Service is provided under subscription plans. Customer shall pay Sourcemetrics the fees specified in the selected plan or Order Agreement ("Fees"). All Fees are quoted and payable in U.S. currency.
8.2 Payment Terms. Unless otherwise stated, all Fees are billed in advance on a recurring basis and shall be due and payable in full within thirty (30) days of the invoice date. All payments are nonrefundable.
8.3 Changes to Pricing. Sourcemetrics may modify pricing with at least thirty (30) days' notice. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
8.4 Interest on Late Payments. All Fees not paid by the date due shall bear interest at the lesser of one and one half percent (1.5%) per month or the maximum rate of interest allowed by law. Sourcemetrics reserves the right to suspend access to the Service if any payment is more than fifteen (15) days past due.
8.5 Taxes. Fees do not include state, local, or other taxes. Customer is responsible for paying all sales, use, and value-added taxes arising from this Agreement.
9. Data Security
9.1 Security Measures. Sourcemetrics implements commercially reasonable security measures to protect Your Data, including: (a) encryption of data in transit and at rest; (b) application-level encryption of OAuth tokens before storage; (c) role-based access controls with minimum-privilege principles; and (d) server-side-only data access, ensuring no customer data is exposed to client-side code.
9.2 Inherent Risks. While Sourcemetrics strives to protect Your Data, no method of transmission or storage is entirely secure. Customer acknowledges that they provide data at their own risk.
10. Service Availability
10.1 Uptime. Sourcemetrics strives to maintain high availability of the Service but does not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or factors beyond Sourcemetrics' control.
10.2 Modifications. Sourcemetrics reserves the right to modify, suspend, or discontinue any part of the Service at any time. Sourcemetrics will provide reasonable notice of material changes that affect Customer's use of the Service.
11. Term and Termination
11.1 Termination by Customer. Customer may terminate this Agreement and cancel their account at any time.
11.2 Termination by Sourcemetrics. Sourcemetrics may suspend or terminate Customer's access to the Service immediately if Customer breaches any material obligation under this Agreement, violates applicable law, or if the account has been inactive for an extended period.
11.3 Actions Upon Termination. Upon termination: (1) Customer's access to the Service will be revoked; (2) connected third-party OAuth tokens will be deleted; and (3) Your Data will be retained for thirty (30) days to allow for reactivation, after which it is permanently deleted unless Customer requests immediate deletion.
11.4 Survival. The provisions of this Agreement which by their plain meaning and context should survive the termination or expiration of this Agreement, including Sections 12, 13, 15, and 16, shall survive termination.
12. Confidentiality
12.1 Definition. "Confidential Information" means all information disclosed by a Party ("Discloser") to the other Party ("Recipient"), 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. Customer's Confidential Information includes Your Data; Sourcemetrics' Confidential Information includes the Service, platform architecture, and pricing terms.
12.2 Confidentiality Obligations. The Recipient will: (a) protect the Discloser's Confidential Information using commercially reasonable efforts; (b) only use the Discloser's Confidential Information to fulfill its obligations under this Agreement; and (c) not disclose the Discloser's Confidential Information without prior consent, except to those affiliates, contractors, and agents who have a need to know it and are bound by comparable confidentiality terms.
13. Intellectual Property
13.1 Sourcemetrics IP. The Service, including its software, design, documentation, branding, and all other Intellectual Property Rights, remain exclusively with Sourcemetrics. This Agreement constitutes a right to use the Service only and is not in any way a transfer of ownership rights.
13.2 Feedback. If Customer provides feedback or suggestions about the Service, Customer grants Sourcemetrics a non-exclusive, royalty-free, perpetual license to use that feedback for any purpose.
14. Warranties and Disclaimers
14.1 DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SOURCEMETRICS PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE", AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOURCEMETRICS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOURCEMETRICS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ATTRIBUTION CALCULATIONS WILL BE PERFECTLY ACCURATE, OR THAT THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE WITHOUT INTERRUPTION.
15. Limitation of Liability
15.1 IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, DATA LOSS, OR BUSINESS INTERRUPTIONS), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE OR THIS AGREEMENT.
15.2 EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE FEES ACTUALLY PAID OR OWED BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
16. Indemnity
16.1 Indemnification. Customer will defend, indemnify, and hold harmless Sourcemetrics from any damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's use of the Service; (b) Customer's violation of any applicable law or regulation; (c) Customer's installation of the tracking script on websites and the collection of data from website visitors; or (d) any claim by a third party related to data Customer collected through the Service.
17. Changes to This Agreement
17.1 Updates. Sourcemetrics may update this Agreement from time to time. Sourcemetrics will notify Customer of material changes via email or through the Service at least thirty (30) days before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Agreement.
18. General
18.1 Relationship of the Parties. The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties.
18.2 Assignment. Customer shall not transfer or assign this Agreement, in whole or in part, without the prior written consent of Sourcemetrics. Any attempted assignment in violation of this section shall be void.
18.3 Compliance with Laws. Each Party shall comply with all applicable state, federal, and local laws, executive orders, and regulations in the performance of its obligations under this Agreement.
18.4 Severability. If any provision of this Agreement is held invalid or unenforceable, such invalidity will not affect any other provision of this Agreement that can be given effect.
18.5 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party.
18.6 Force Majeure. Neither Party shall be liable for any failure of performance hereunder (except obligations to pay) if such failure is caused by events beyond such Party's reasonable control.
18.7 Equitable Relief. The Parties acknowledge that there may be no adequate remedy at law for the failure to comply with material provisions of this Agreement, including confidentiality. The non-breaching Party shall be entitled to equitable relief without having to post a bond.
18.8 Fees and Expenses. If either Party institutes an action to enforce this Agreement, the prevailing Party shall be entitled to recover all of its costs, expenses, and reasonable attorneys' fees.
18.9 Jurisdiction and Venue. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be brought exclusively in the state or federal courts located in Portland, Oregon. Both Parties submit to the jurisdiction of such courts.
18.10 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon.
18.11 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings between them relating to the subject matter of this Agreement.