Terms of Service

The following are the terms and conditions for use of the Mouseflow service described herein (the “Service”). Please read them carefully. BY SIGNING UP FOR AN ACCOUNT AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE (“AGREEMENT”). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.

1. DEFINITIONS

“Account” refers to the billing account for the Service.

“Customer Data” means the data concerning the characteristics and activities of visitors to your website that is collected through use of the MFRS and then forwarded to the Servers and analyzed by the Processing Software.

“Documentation” means any accompanying proprietary documentation made available to you by Mouseflow for use with the Processing Software, including any documentation available online or otherwise.

“MFRS” means the proprietary Mouseflow Recording Script, which is installed on a web page for the purpose of collecting Customer Data, together with any fixes, updates and upgrades provided to you (collectively, the ” MFRS”).

“Mouseflow” means the company Mouseflow ApS, company registration number DK-29314500

“Page View” is a unit of measurement for usage of the Service. A Page View is used when the MFRS is executed on a web page accessed by a visitor, and processed as part of a Profile. A Page View will be incurred for each instance of the MFRS on the web page, and for each Profile receiving information from the MFRS for such web page.

“Processing Software” means the proprietary Mouseflow Software and any all upgrades to such, which analyzes the Customer Data and generates the Reports.

“Profile” means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Profile could be established to view a small portion of a Website as a unique Report. There can be multiple Profiles established under a single Account.

“Recording” is a unit of measurement for usage of the Service and represents a collection of Page Views. A Recording may be incurred when the MFRS records client actions and transmits them to the Servers.

“Report” means the resulting analysis shown at mouseflow.com (or such other URL Mouseflow may provide from time to time) for an individual profile. The number of charts, graphs, and statistics contained in a Report varies with the edition of the Service.

“Servers” means the servers controlled by Mouseflow (or its wholly owned subsidiaries) upon which the Processing Software and Customer Data are stored.

“Software” means the MFRS and the Processing Software.

“Subscription” means the specific Recordings, Reports and billing terms agreed upon for your Account, between you and Mouseflow.

“Website” means a group of web pages that are linked to an Account and use the same MFRS. Each Site consists of a default Profile that measures all pages within the Site.

2. MEMBER ACCOUNT AND SECURITY

To register for the Service, you must complete the registration process by providing Mouseflow with current, complete and accurate information as prompted by the registration form, including your e-mail address (username) and password. You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your Account. You agree to notify Mouseflow immediately upon learning of any unauthorized use of your Account or any other breach of security. From time to time, Mouseflow’s (or its wholly-owned subsidiaries’) support staff may log in to the Service in order to maintain or improve service, including to provide you assistance with technical or billing issues. You hereby acknowledge and consent to such access.

Upon registering your account you are automatically signed up for receiving e-mail newsletters where announcements, user studies and new features are posted. You can unsubscribe from this service at any time. Mouseflow will send you automated e-mails when important changes to your account has been made or when an action is required from you. You cannot unsubscribe from these automated e-mails as long as you have a Mouseflow account.

3. BILLING, REFUNDS, UPGRADING AND DOWNGRADING TERMS

The Service is billed in advance on a monthly basis. You may evaluate the Service by signing up for a free subscription. No refunds will be given for periods without use.

The EU Distance Selling Directive gives individual consumers a right to cancel their order within seven days of the purchase and get the purchase amount refunded. Businesses and organisations will not get refunds. To get your purchase refunded, simply let us know and we’ll initiate the refund within seven business days.

You may at any time upgrade or downgrade your Subscription, however if you’re paying with credit card through RBS WorldPay you cannot downgrade your Subscription if the text payment is due within 8 days. Upgrades happen immediately. The subscription cycle will be reset and you will be charged the per-month price of the new subscription. Unused recording credits will be transferred, but any remaining days of your last subscription cycle will not be refunded. Downgrades happen automatically at the beginning of the next subscription cycle, and you will be charged the new rate automatically at the beginning of the new subscription cycle. If you have downgraded to the free subscription your credit card will no longer be charged at the beginning of new subscription cycles.

Downgrading your Service may cause the loss of Recordings, features, or capacity of your Account. Mouseflow does not accept any liability for such loss.

We use various billing service providers. When using such provider’s services, you agree to follow and comply with the policies of such provider.

4. NONEXCLUSIVE LICENSE

Mouseflow hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the MFRS solely as necessary to use the Service for one or more web pages that you own and control (collectively, the “Website”). Subject to the terms and conditions of this Agreement, you may remotely access, view and download your Reports stored at mouseflow.com (or such other URL Mouseflow may provide from time to time). Your license of, use of and access to the Software and the Service (which may include, without limitation, the Software, Documentation and the Reports) is conditioned upon your compliance with the terms and conditions of the Agreement, including the following:

You will not nor will you allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which you are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the MFRS, the Processing Software, the Documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You will use the Software, Service and Reports solely for your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in your use of and access to the Documentation, Software, Service and Reports.

This license will terminate immediately if you fail to comply with the terms of this Agreement. Upon such termination, You must destroy all originals and copies of the MFRS in your possession and so certify in writing to Mouseflow within three (3) business days of termination and cease any further use of the Service without the express written consent of Mouseflow.

5. CONFIDENTIALITY

“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of your password(s) and user name(s) issued to you by Mouseflow, and for any use or misuse of your account resulting from any third party using a password or user name issued to you. You agree to immediately notify Mouseflow of any unauthorized use of your account or any other breach of security known to you.

6. INFORMATION RIGHTS AND PUBLICITY

Mouseflow and its wholly owned subsidiaries may retain and use, subject to the terms of its Privacy Policy (located at http://mouseflow.com/privacy/, or such other URL as Mouseflow may provide from time to time), information collected in your use of the Service. Mouseflow may give the public access to aggregate, non-website-specific information based on information collected in your use of the Service. Mouseflow will not share information associated with you or your Website with any third parties unless Mouseflow (i) has your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of Mouseflow, its users or the public; or (iii) provides such information in certain limited circumstances to third parties to carry out tasks on Mouseflow’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Mouseflow. When this is done, it is subject to agreements that oblige those parties to process such information only on Mouseflow’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures. Unless you notify Mouseflow otherwise in writing, You hereby grant to Mouseflow and its wholly owned subsidiaries a limited license to use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”) in presentations, marketing materials, customer lists, and financial reports.

7. PRIVACY

You will not (and will not allow any third party to) use the Service to track or collect personally identifiable information of Internet users, nor will you (or will you allow any third party to) associate any data gathered from your Website(s) (or such third parties’ website(s)) with any personally identifying information from any source as part of your use (or such third parties’ use) of the Service. You will have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection of information from visitors to your Websites. You must post a privacy policy and that policy must provide, among other customary provisions, the following or equivalent notice:

“This site uses Mouseflow web analytics service. The service may record mouse clicks, mouse movements, scrolling activity as well as any text you type in this website, except text in password fields. Mouseflow does not collect personally identifiable information that you do not voluntarily enter in this website. Mouseflow does not track your browsing habits across other web sites or text inputted in password fields. For more information see Mouseflow’s Privacy Policy at http://mouseflow.com/privacy/.”

8. INDEMNIFICATION

You agree to indemnify, hold harmless and defend Mouseflow and its wholly owned subsidiaries, at your expense, any and all third-party claims, actions, proceedings, and suits brought against Mouseflow or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Mouseflow or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) your use of the Service, (iii) your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, Mouseflow will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Mouseflow reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

9. THIRD PARTIES

If you provide access to your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party (“Third Party”), whether or not you are authorized to do so by Mouseflow or its wholly owned subsidiaries, the terms of this section shall apply to you.

If you use the Service on behalf of any Third Party, You represent and warrant that (a) you are authorized to act on behalf of, and bind to this Agreement, that Third Party, (b) as between the Third Party and you, the Third Party owns any rights to Customer Data in the applicable account, and (c) you shall not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.

You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. Mouseflow and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Mouseflow and its wholly owned subsidiaries, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend Mouseflow and its wholly owned subsidiaries, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against Mouseflow or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Mouseflow, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by you concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to your use of the Service, the Software or Reports; (c) violations of your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.

10. DISCLAIMER OF WARRANTIES

The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Mouseflow and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. Mouseflow does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Software or any other software on the Server are free of viruses or other harmful components. Mouseflow does not warrant or represent that the use of the Service or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that Mouseflow and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Customer Data or data from your Website.

THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MOUSEFLOW AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. MOUSEFLOW DOES NOT WARRANT THAT THE SERVICE, THE SOFTWARE OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

MOUSEFLOW AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF MOUSEFLOW AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

Mouseflow’s (and its wholly owned subsidiaries’) total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $500.

12. PROPRIETARY RIGHTS NOTICE

The Service, which includes but is not limited to the MFRS and the Mouseflow Software and all intellectual property rights in the Service are, and shall remain, the property of Mouseflow (and its wholly owned subsidiaries). All rights in and to the Processing Software not expressly granted to you in this Agreement are hereby expressly reserved and retained by Mouseflow and its licensors without restriction, including, without limitation, Mouseflow’s (and its wholly owned subsidiaries’) right to sole ownership of the Mouseflow Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Processing Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Mouseflow; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Mouseflow (or its wholly owned subsidiaries) other than in the name of Mouseflow (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

13. TERM AND TERMINATION

Either party to the Agreement may terminate it at any time and for any reason.

If you fail to validate your e-mail address the Agreement will be automatically terminated after one week. You will be notified by e-mail in advance. If you use the free subscription the Agreement will be automatically terminated after six months of inactivity on the Mouseflow website. You will be notified by e-mail in advance.

Websites registered with Mouseflow must have started recording no later than three months after registration. If no recordings have been made after three months, the website registration is cancelled. You will be notified by e-mail in advance.

Upon any termination or expiration of this Agreement, Mouseflow will cease providing the Service, and you will delete all copies of MFRS code from all pages on your Websites and certify thereto in writing to Mouseflow within three (3) business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of your historical report data, including any Recordings and Reports, will no longer be available to you unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. If you fail to remove the MFRS code from your pages after three (3) business days, Mouseflow may alter the MFRS code to include an alert box stating that the Service has terminated.

16. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES

Mouseflow reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement to the site located at mouseflow.com (or such other URL as Mouseflow may provide). You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Mouseflow, (ii) You accept updated terms online, or (iii) You continue to use the Service after Mouseflow has posted updates to the Agreement or to any policy governing the Service.

17. MISCELLANEOUS; APPLICABLE LAW AND VENUE

Mouseflow shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of Denmark, Europe without reference to its conflict of law principles. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Copenhagen, Denmark. Any notices to Mouseflow must be sent to: Mouseflow ApS, Vimmelskaftet 41A, 1161 København K, Denmark, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of your rights hereunder without Mouseflow’s prior written consent, and any such attempt is void. The relationship between Mouseflow and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.