Andiamo Systems, inc. Terms of Use:
By clicking the "i accept" button displayed as part of the ordering process, you agree to the following terms and conditions (the "agreement") governing your use of andiamo systems’ online service, including offline components (collectively, the "service"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "i decline" button and may not use the service.

1. Services and Support

1.1 Services. Subject to these Terms, Andiamo will provide Client certain services related to Andiamo's proprietary system for monitoring, measuring and reporting on User Generated and Mainstream Media. These Services will be made available via Andiamo's website located at www.AndiamoSystems.com (the "Site"). The specific Services provided from time to time by Andiamo are described in the Site. Subject to all of these Terms, Client may access and use one or more of the Services. Client understands and agrees that Andiamo may change, modify, alter, suspend, remove, disable access to, terminate or discontinue all or any portion of the Site and/or the Services at any time for any reason, without notice, cost or liability.

1.2 Availability of Services. Client understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Andiamo may undertake from time to time; or (iii) causes beyond the control of Andiamo or which are not reasonably foreseeable by Andiamo. While Andiamo will attempt to provide the Site and the Services on a continuous basis, Client acknowledges and agrees that Andiamo cannot ensure the availability of the Site or the Services on a continuous or uninterrupted basis. Client, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Client's use of the Site and the Services, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services.

1.3 General Limitations. Client acknowledges and agrees that Client is authorized to access and use the Site and the Services solely to monitor and manage Client's account, and Client's right to access and use Client's account is personal to Client and is non-assignable. Client shall not use the Services, the Site or any Andiamo Content (as defined in Section 2.1 hereof) for any other purpose. Further, Andiamo may from time to time establish general practices and limits concerning access to and use of the Services, including, without limitation, the maximum duration that information will be retained or stored on the Site by Andiamo, and the maximum number of times and duration Client may access and use the Service. Andiamo may change such general practices and limits at any time, in its sole discretion, with or without notice to Client. Client agrees that it will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access Client's account with Andiamo or to monitor or copy the Services, the Site or any Andiamo Content except those automated means expressly made available by Andiamo, if any, or authorized in advance and in writing by Andiamo. Client agrees that it will not use any device, software or routine to interfere with the proper working of the Site or the Services. Without limitation to the foregoing, Client further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on Andiamo's infrastructure, as reasonably determined by Andiamo.

1.4 Termination of Services. Client understands and agrees that Andiamo may suspend or terminate Client's access to and use of all or any portion of the Site and/or the Services if Client violates these Terms. Client further understands and agrees that Andiamo may suspend, terminate or discontinue all or any portion of the Site and/or the Services at any time for any reason, without notice, cost or liability. Client may terminate service at any time and for any reason by providing written notice of termination to Andiamo by email. Client's termination notice shall be effective upon receipt of notice by Andiamo. If Client terminates the Services, Client's account will be deemed terminated on the last day of Client's billing cycle during which Andiamo receives written notice of termination from Client in accordance with the provisions of this Section 1.4, and Client's Account Charges (as defined in Section 7.1) are non-refundable. IMPORTANT: CANCELLATION OR TERMINATION MAY NOT ALWAYS ENTITLE CLIENT TO A REFUND. PLEASE SEE THE SECTIONS ENTITLED "ACCOUNT CHARGES" (SECTION 7.1) AND "REFUNDS" (SECTION 7.4) FOR MORE INFORMATION. Further, upon termination of Client's use of the Services, any information or data stored by Andiamo on the Site or otherwise on behalf of Client shall no longer be available to Client.

2. Andiamo Content and License to Use the Service and the Andiamo Software.

2.1 Andiamo Content. As between Andiamo and Client, all right, title and interest in the Site and all information it contains, or may contain in the future, including, without limitation, any software and any updates thereof (collectively referred to as the "Andiamo Software"), all copyrights, trademarks, service marks, logos and other intellectual property rights (collectively referred to as the "Andiamo Content"), is the property of Andiamo or its licensors, and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided herein, nothing contained in these Terms shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to use the Site or the Andiamo Content displayed on the Site, through the use of framing or otherwise, or the Andiamo Software, without the prior written permission of Andiamo.

2.2 License to Use the Site, Services and Andiamo Software. Subject to Client's full compliance with these Terms, Client is hereby granted a non-exclusive, nontransferable, revocable, limited license to: (i) use the Site and the Services to view, download, print and use information retrieved from the Site which is generated by Client or Andiamo as a part of the Services; and (ii) use the Andiamo Software for the sole purpose of accessing and using the Services. Client shall not remove or obscure the copyright notice or other notices on the Site, and shall not modify any Andiamo Content on the Site. Except as expressly provided herein, no part of the Andiamo Software, the Services or the Site, including, but not limited to, materials retrieved therefrom and the underlying HTML code, may be used, reproduced, duplicated, republished, copied, reformatted, displayed, reverse engineered, reverse assembled, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means. In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission from Andiamo.

3. Client Account and Password.

3.1 Client must provide all required registration information in order to create an account to access and use any of the Services. Client represents and warrants to Andiamo that Client shall: (i) provide current, true, accurate and complete information as required for registration of Client's account; and (ii) maintain and promptly update any required registration information required of Client. Upon completing the registration process, Client will be provided a password and account designation. Client agrees not to access the Services by any means other than through the account, password and interface provided by Andiamo for use in accessing the Services. Client is solely responsible for maintaining the confidentiality of Client's password and the account, and is fully responsible for all activities that occur under Client's password or account, including, without limitation, all charges incurred from use of the Services with Client's password and account. Client shall not disclose Client's password or account information to any third party without the prior written consent of Andiamo. Client shall be solely responsible for any authorized or unauthorized access to Client's account by any person. If any unauthorized use of Client's account or password occurs, Client must notify Andiamo via phone and/or email immediately, and Andiamo will suspend use of the account and password until a new password is in place.

4. Confidential Information.

4.1 Each party agrees to use the other party's Confidential Information solely for the purposes of carrying out its obligations under these Terms, and to refrain from disclosing that Confidential Information to any third-party, unless and to the extent: (a) any disclosure is necessary or appropriate in connection with the performance of its obligations or exercise of its rights under these Terms; (b) any disclosure is required by applicable law; provided that the party required to make such disclosure uses reasonable efforts to give the party to whom the relevant Confidential Information relates reasonable advance notice thereof (i.e. so as to afford that party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure) and the Confidential Information is only disclosed to the extent required by law; (c) any disclosure is made with the consent of the disclosing party; or (d) to employees, consultants or agents to whom disclosure is necessary to realize the benefit of these Terms and who agree to be bound by the terms hereof. In the event of any breach or threatened breach by either party of its obligations under this paragraph, the injured party will be entitled to seek injunctive and other equitable relief to enforce such obligations.

5. Security.

5.1 Andiamo employs reasonable security measures to protect against the loss, misuse and alteration of information under its control. Except as stated above, Client shall be solely responsible for the security, confidentiality and integrity of all messages and the content that Client receives, transmits through or stores on the Site.

6. Privacy.

6.1 Andiamo will not monitor, edit, or disclose any personal information about Client, without Client's prior consent unless such disclosure is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) enforce these Terms; or (iii) as authorized by law. Andiamo's Privacy Policy may change from time to time and is posted in full on the Site.

7. Account Charges and Payment.

7.1 Account Charges. Client agrees to pay Andiamo all charges and fees for the Services incurred on or through Client's account at the rates set forth in the Site at the time Client orders the Services, and as such rates may change from time to time, plus any and all applicable taxes (the "Account Charges"). Account Charges are non-refundable except as expressly provided in Section 7.4 hereof. Andiamo may change the rates for the Services at any time by posting new rates on the Site.

7.2 Charges and Payment of fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all usage incurred for the entire Term. You must provide Andiamo with valid credit card or approved purchase order information as a condition to signing up for the Service. Users may upgrade their pricing plan at any time by using the Campaign Management function on the online application a) plan upgrades take effective immediately and are billed retroactively to the beginning of the current billing cycle b) plan downgrades take effect on the next billing cycle. Andiamo reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

7.3 Billing & Renewal. Andiamo charges and collects in advance for use of the Service. Andiamo will automatically bill your credit card or issue an invoice to you each month or as otherwise mutually agreed upon, based on the estimated volume and pricing plan in effect at that time. At the end of each monthly billing cycle, a charge of $1.50 per additional Mention will be charged in cases where the volume surpassed the pricing plan in effect during that billing cycle. Under no circumstances will the additional Mentions charge be greater than the difference between the active pricing plan during that billing cycle and the pricing plan coinciding with the actual volume of Mentions during said billing cycle. Fees for other services will be charged on an as-quoted basis. Andiamo fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Andiamo income.

Andiamo will automatically renew your contract after the initial 6 month term for subsequent 3 month periods, and will continue to bill your credit card or issue an invoice to you each month or as otherwise mutually agreed upon, as described above. You must cancel your contract by writing within 15 days of the renewal date in order to satisfy contract termination provisions.

You agree to provide Andiamo with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Andiamo reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

7.4 Refunds. If Andiamo discontinues the Services, Client will receive a prorated refund for the days remaining in the billing cycle. Client shall not be entitled to a refund for any other reason.

7.5 Non-payment & Suspension. In addition to any other rights granted to Andiamo herein, Andiamo reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Andiamo initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Andiamo may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Andiamo Systems reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Andiamo has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

7.6 Promotional Trial Offers. From time to time, Andiamo may offer special limited promotional trial offers at no charge to Client, as set forth on the Site. In the event Client signs up for a free trail offer, Client hereby authorizes Andiamo to begin billing Client's credit card and Client shall be obligated to pay for the Services beginning on the day after the free trial period expires, at the Account Charges applicable to the level of Services Client is using during the free trial period. Client acknowledges and agrees that it must cancel the Services by notifying Andiamo in writing pursuant to Section 14.2 of these Terms prior to the expiration of the free trial period to avoid incurring Account Charges for a full billing cycle.

8. Client's Representations.

8.1 Client represents and warrants to Andiamo that: (i) Client has the power and authority to enter into and perform its obligations under these Terms, and that each person in Client's organization who accesses and uses the Site is authorized by Client to use the Site and the Services for and on behalf of Client; (ii) Client shall not be in violation of any obligation, contract or agreement by entering into these Terms, by performing its obligations under these terms or by authorizing and permitting Andiamo to perform the Services hereunder; (iii) Client shall comply with all of the terms and conditions of these Terms, as amended from time to time; (iv) all information provided by Client to Andiamo or posted on the Site by Client is truthful, accurate and complete, and is not misleading in any way; (v) Client shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially: (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about Andiamo or any other party; and (vi) Client will only use the Site, the Services and the Andiamo Software for the express purposes permitted under these Terms.

9. Prohibited Conduct.

9.1 Client is solely responsible for any and all acts and omissions that occur under Client's account or password in using the Site, the Services and the Andiamo Software, and Client agrees not to engage in any unacceptable use of the Services, which includes, without limitation, use of the Services to: (i) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (ii) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in any way derogatory about Andiamo or any other party; (iii) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (iv) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (v) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the U.S. and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site or any other computer network; (vii) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; (viii) violate any law or regulation; or (ix) engage in any activity the purpose of which is not expressly permitted under these Terms.

10. Disclaimer of Warranties.

THE SITE, THE SERVICES AND THE ANDIAMO SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ANDIAMO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT CLIENT'S SOLE RISK. ANDIAMO DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, THE SERVICES, ANY DATA, OR THE ANDIAMO SOFTWARE; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE OR IN THE ANDIAMO SOFTWARE; (iv) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS THEREFROM; (v) CLIENT'S USE OF THE SITE, THE SERVICES, ANY DATA, OR THE ANDIAMO SOFTWARE; AND (vi) CLIENT'S USE OF ANY EQUIPMENT OR SOFTWARE, INCLUDING THE ANDIAMO SOFTWARE, IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, ANDIAMO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS, ECONOMIC OR OTHERWISE THAT MAY BE OBTAINED BY USE OF THE SITE, THE SERVICES, OR ANY DATA.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL ANDIAMO BE LIABLE TO CLIENT OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS OR PROFITS, PENALTIES OR ATTORNEYS' FEES, FOR ANY MATTER ARISING FROM OR RELATING TO THE SITE, INCLUDING ITS CONTENT, THE SERVICES, ANY DATA, THE ANDIAMO SOFTWARE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION: (i) CLIENT'S USE OR INABILITY TO USE THE SITE, THE SERVICES, ANY DATA, OR A PAY-PER-CLICK SEARCH ENGINE WEB SITE OR INTERFACE; (ii) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, THE SERVICES, THE ANDIAMO SOFTWARE, ANY DATA, OR A PAY-PER-CLICK SEARCH ENGINE WEB SITE OR INTERFACE; (iii) DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; (iv) ANY MATERIAL OR DATA STORED, SENT OR RECEIVED OR NOT STORED, SENT OR RECEIVED; (v) ANY TRANSACTION OR AGREEMENT ENTERED INTO AS A RESULT OF CLIENT'S USE OF THE SITE OR THROUGH THE SERVICES; OR (vi) ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF ANY NEGLIGENCE OF ANDIAMO. IF CLIENT IS DISSATISFIED WITH THE SERVICES, CLIENT'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR CLIENT TO TERMINATE OR DISCONTINUE USE OF THE SERVICES.

12. Indemnification.

12.1 Client agrees to indemnify, hold harmless and defend Andiamo, its affiliates, and its and their shareholders, directors, officers, employees, agents, representatives, successors and assigns from and against any action, cause, claim, damage, debt, demand or liability, including, without limitation, reasonable costs and attorneys' fees, asserted by any third party, arising directly or indirectly out of or relating to: (i) a breach or alleged breach of any representation, warranty, covenant or agreement in these Terms by Client; (ii) Client's use of the Site, the Services or the Andiamo Software; and (iii) any unacceptable use of the Site or the Services, including, without limitation, any statement, data or content made, transmitted or republished by Client which is prohibited as unacceptable in Section 9.

13. Force Majeure.

13.1 Force Majeure. Each of the following shall be deemed to be a "Force Majeure" event: an act of God; natural disaster; war; civil disturbance; action by a governmental entity; strike; disruptions due to network components or connections or hardware functions not resulting from a party's negligence or willful misconduct or any other cause beyond a party's reasonable control. To the extent that a party is unable to perform any obligation under these Terms due to a Force Majeure event, and during the duration of such Force Majeure event, such affected party shall be relieved of the relevant obligations hereunder; provided that the affected party uses reasonable efforts to correct such failure or delay in its performance. Notwithstanding the foregoing, Client shall have the right to terminate these Terms immediately if any Force Majeure event prevents access to the Andiamo Software for longer than fifteen consecutive (15) days.

14. Miscellaneous.

14.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2 Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

14.3 No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Andiamo Systems in any respect whatsoever.

14.4 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys fees.

14.5 This Agreement shall be governed by the laws of the State of California and State of Delaware USA without regard to its conflict of laws provisions.

14.6 Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the subject matter herein.