Terms of Service | Measure Studio

Kindly read these Terms of Service with care before using Measure Studio, a software product offered by Measure Studio, Inc ("Measure Studio, Us, We, Our").

Acceptance of Terms

MEASURE STUDIO IS A SOFTWARE PRODUCT PROVIDED BY MEASURE STUDIO, INC. ("MEASURE STUDIO, INC, WE, US, OUR"). KINDLY READ THESE TERMS OF SERVICE WITH CARE BEFORE USING MEASURE STUDIO.

This is a binding legal contract between you and Measure Studio, Inc (and any predecessor and successor entities), covering your use of the website measure.studio, web application app.measure.studio, mobile applications, and other related Measure Studio websites ("Sites, Products").

By accessing our Products, you are agreeing to be bound by these Terms of Service and all applicable laws and regulations. You also agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing the Products. The materials contained in this website are protected by applicable copyright and trademark law.

The Products include, without limitation, social media analytics and benchmarking tools; competitor and public-account tracking; integrations with your authenticated advertising and social accounts; artificial intelligence features that analyze content and generate insights, including the Archer AI assistant; and application programming interfaces and a Model Context Protocol ("MCP") server that allow you to connect third-party software and AI agents to the Products. Your use of these features is subject to the additional terms set out below.

Data Access and Management

We use data from YouTube, Google, Facebook, Instagram, Twitter, Snapchat, TikTok, LinkedIn, and other platforms. Such data is collected and stored to power features in Measure Studio. You can delete your data by removing specific social media accounts in your Measure Studio account settings, or by deleting your Measure Studio account. You can also request your authorized data be deleted by contacting support@measure.studio.

We use YouTube, Google, Facebook, Instagram, X (formerly Twitter), Snapchat, TikTok, LinkedIn, and other platform (each a "Social Platform") APIs to collect data. You can learn more about each Social Platform's terms of service and privacy policies via the links below:

Social Platforms' Terms of Service

Social Platforms' Privacy Policies

You can revoke our access to your data from YouTube, Google, Facebook, Instagram, Twitter, Snapchat, TikTok, or other Social Platforms at any time via each platform's app and security settings (see links below for reference). Note that revoking such authorizations may limit or eliminate certain functionality in Measure Studio.

If you have any questions, comments, or concerns regarding these terms or our Products, please contact us at support@measure.studio.

Accounts

Most of the features in Measure Studio cannot be accessed without authorizing a social account via YouTube, Facebook, Instagram, X (formerly Twitter), Snapchat, TikTok, LinkedIn, or other social platforms (individually, a "Social Platform" and collectively, "Social Platforms"). If you register a Measure Studio account and/or sign in via one of our Social Platforms, you can only use that account's data and use Product for its intended purposes, as described on our website and in marketing materials, user guides, and other documentation.
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password.
Please notify us immediately at support@measure.studio if you have lost control of your account or password or if you suspect there is unauthorized activity in your account.
You represent and warrant that, for each social, advertising, or other account you connect or authorize, you are the account owner or have the account owner's authorization to connect it and to permit Measure Studio to access and process its data on the owner's behalf. If you connect an account belonging to a client, employer, or other third party, you represent that you have the authority and all necessary consents to do so, and you will remain responsible for that party's compliance with these Terms.

Prohibited Actions

The following actions are prohibited by these Terms of Service:

Authenticating any social media account with Measure Studio that you do not own or have explicit permission to operate.
Lying to us in connection with your use of Measure Studio. This includes but is not limited to providing false information in your account registration.
Posting anything that could be considered defamatory, libelous, or criminal.
Opening an account without our expressed permission if we have suspended or terminated a prior Measure Studio account for you.
Transferring your account to another party without notifying us and being granted permission.
Exhibiting bad online behavior, such as spamming our users, distributing spyware or viruses, collecting personal information without disclosing and abiding by our Privacy Policy, or attempting to reverse engineer or hack into our Sites or Products.
Bypassing any technical protections or throttling that we institute, or accessing, using, or scraping Measure Studio by any automated means unless you are a search engine crawling the Sites for the sole purpose of creating a publicly accessible search index.
Willfully exploiting or bypassing your account's permission level, manipulating records your account is not intended to access, or taking any other actions other than those you are intended to have permission to make.
Attempting, in any manner, to obtain the password, account, or other security information from any other user.
Running Maillist, Listserv, any form of auto-responder or "spam" on the Products, or any processes that run or are activated while you are not logged into the Products, or that otherwise interfere with the proper working of the Products (including by placing an unreasonable load on the infrastructure of the Products).
Infringing or violating any intellectual property rights.
Decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Products.
Re-selling your Measure Studio Team Member seats, license, bulk licenses, or any other component of Measure Studio.
Sharing user logins with multiple individuals to avoid Team Member billings.
Registering for multiple free trials or otherwise abusing trials to avoid billings.
Taking actions on the Products that we have specifically asked you not to take.
Redistributing, reselling, sublicensing, or publicly disclosing competitor, benchmarking, or other public-account data obtained through the Products, or using such data to build or train a competing product or a separate database, other than for your own internal analysis and reporting.
Submitting to any artificial intelligence or content-analysis feature any content that you do not own or have the necessary rights and permissions to submit, or any content that is unlawful, infringing, or that you are otherwise legally or contractually prohibited from sharing with a third-party service provider.
Using the Products' APIs or MCP server, or any connected application or AI agent, to access or attempt to access data beyond the scope you are authorized to access, to circumvent rate limits or other technical controls, or in any manner that places an unreasonable load on the Products.

Ownership, Copyright, and Intellectual Property

We reserve all rights, titles, and interest in Measure Studio and its trademarks, branding, and logos, including all underlying software, technology, data, and processes and any future enhancements or modifications. You may not copy, modify, create derivative works from, or distribute any content from our website or Products, or use our website or Products for any purpose not explicitly authorized by us.

Privacy

The Measure Studio Privacy Policy can be found on our website at the following link: https://www.measure.studio/privacy-policy

You will not use Measure Studio to collect any personally identifiable information, and you will not associate any data gathered through Measure Studio from your website(s) with any personally identifying information from any source. You will post and abide by a privacy policy that meets or exceeds good industry practices, and you will comply with all applicable laws covering collection of user information. If you publish data or insights collected by using Measure Studio or show screen captures or other exported visuals from Measure Studio, you must disclose that you use Measure Studio as a third party service to collect information about your social media accounts.

To the extent you provide or make accessible personal information of others through the Products (including through connected accounts), you and Measure Studio will comply with applicable data-protection laws, including the GDPR and the CCPA/CPRA as applicable. Where required, the parties will enter into a Data Processing Addendum, which identifies the subprocessors we use to provide the Products, including the third-party artificial intelligence and infrastructure providers described below.

Data & Data Rights

You agree that we, and any of our subsidiaries and agents, may collect, maintain, process, and use data to which you grant us access. You agree that we may combine your data, if any, with that of others in a way that does not identify you or any individual personally. You also grant us permission to share or publish summary results relating to research data and to distribute or license such data to third parties. Any such sharing, publication, or licensing is limited to data that has been aggregated and de-identified so that it does not identify you, any individual, or your specific Customer Content (as defined below); we do not sell or license your Customer Content or your account's underlying social media data to third parties.

Data is acquired by Measure Studio from our Social Platforms, including public social platform data and private social platform data to which we have been granted access, and by first party information provided by users. The data is then collated, organized, manipulated, and displayed in unique ways by us, which makes the data proprietary.

Copying, storing, sharing, or selling data from Measure Studio (which includes crawling, scraping, or employing bot users, etc.) is strictly prohibited. If we detect this type of behavior, it may result in your account being suspended across Measure Studio and across all of our Sites and Products. The only way you may gather large amounts of data is through export functionality as provided within Measure Studio or any associated APIs with a valid license to use that data.

Competitor and Benchmarking Data

The Products allow you to track and benchmark publicly available social media accounts that you do not own or operate ("Benchmarking Data"). Benchmarking Data is provided solely for your internal competitive analysis, benchmarking, and reporting. We make no representation or warranty that Benchmarking Data is complete, accurate, current, or continuously available, and the sources, scope, and availability of Benchmarking Data may change or be discontinued at any time without notice, including as a result of changes to third-party platforms, their terms, or their technical access. We may add, modify, suspend, or remove any Benchmarking Data source or feature at any time without liability to you.

You are solely responsible for your access to and use of Benchmarking Data, including ensuring that your use complies with all applicable laws and the terms of the relevant Social Platform in your jurisdiction. You will not redistribute, resell, sublicense, or publicly publish Benchmarking Data, or use it to build or train a competing product or a standalone database.

Artificial Intelligence Features

The Products include artificial intelligence features that analyze social media content and other media you submit or connect ("Customer Content") and generate descriptions, tags, classifications, insights, summaries, and recommendations ("Outputs"). You retain ownership of your Customer Content. You grant us a non-exclusive, worldwide license to host, store, process, analyze, and create Outputs from your Customer Content for the purpose of providing, securing, and improving the Products. As between you and us, you own the Outputs generated for your account, subject to our and our licensors' rights in the underlying Products.

You represent and warrant that you have all rights, licenses, and permissions necessary to submit your Customer Content to the Products and to permit the processing described in these Terms, and that your Customer Content does not infringe or violate the rights of any third party.

To provide these features, we may transmit Customer Content and related data to third-party artificial intelligence and infrastructure providers acting as our service providers. We do not sell your Customer Content, and we do not use your Customer Content to train publicly available foundation models. Where Customer Content is processed by a third-party AI provider, that processing is subject to the provider's applicable terms, and we use commercially reasonable efforts to engage providers that do not train their models on data submitted through their business or enterprise offerings. A current list of subprocessors is available on request and through our Privacy Policy or Data Processing Addendum.

The Products also include an AI assistant ("Archer") and other generative features that respond to your prompts and data. Outputs and Archer responses are generated by automated systems, are probabilistic, may be inaccurate, incomplete, or inconsistent, and may differ for the same or similar inputs. Outputs are provided for informational purposes only, are not professional, legal, financial, or investment advice, and are not a substitute for your own judgment. You are responsible for reviewing and independently verifying any Output before relying on or acting on it, and we are not liable for any decision made or action taken in reliance on an Output.

Application Programming Interfaces and MCP Server

We may make available application programming interfaces and a Model Context Protocol ("MCP") server that allow you to connect third-party applications, services, and AI agents ("Connected Clients") to the Products and to access your data through them. Access is granted on a scoped basis through the credentials and authorizations you establish, and is limited to the data and operations you are authorized to access. You are responsible for maintaining the confidentiality and security of your API keys, tokens, and other credentials, and for all activity that occurs through your credentials or Connected Clients.

You choose which Connected Clients you connect to the Products. When you connect a third-party application or AI service (for example, a third-party AI assistant), your data may be transmitted to and processed by that application and its model or service providers, and that transmission and processing are governed by the terms and policies of the Connected Client and its providers, not by these Terms. We are not responsible for, and disclaim all liability arising from, the acts, omissions, security, or data practices of any Connected Client or its providers, including any action taken by an AI agent and any instruction or prompt injection introduced through content processed by such an agent.

You will use the APIs and MCP server only in accordance with any published documentation, scopes, and rate limits, and you will not use them to circumvent the Products' access controls or technical protections. We may modify, suspend, rate-limit, deprecate, or discontinue any API or the MCP server, in whole or in part, at any time, and we may suspend or revoke your access or that of any Connected Client where we reasonably believe access is insecure, abusive, or in violation of these Terms.

Bulk License Users & Data Privacy

We provide a Bulk License subscription, through which a single user or company can buy multiple Measure Studio licenses and provide a dedicated Measure Studio account free of charge to others.

You acknowledge that if you use a Measure Studio account provided to you by another user or company via a bulk license, that such user or company will have access to and can download any social media data and personal information that you have provided to Measure Studio.

Communication

When you take actions like visiting or Sites or Products or sending us emails via support or direct channels, you agree to receive communications from us electronically. We will communicate with you by email and/or by sending messages or posting notices in the Sites or Products. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be made in writing. Separate from support communications, you have the right to opt in or out of Measure Studio marketing communications at any time. Other than personally identifiable information, any comments, materials, or letters sent by you to us, including, without limitation, questions, comments, suggestions, criticisms, or the like ("Received Materials"), may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. We shall have no obligation of any kind with respect to such Received Materials, and we will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from, and/or distribute the Received Materials without limitation or restriction. Furthermore, we are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

Links

We may provide links to other platforms, websites, or resources via Measure Studio. We have no control over the content displayed on these platforms, websites, and resources, and you acknowledge and agree that we are not responsible for the (i) availability of content on such external platforms, websites, or resources, or (ii) such external platforms, websites, and resources collecting or using your information.

Usage of Your Branding for Measure Studio Marketing

You acknowledge that by using Measure Studio, you grant us permission to use your or your company's connected social media account's name, logo, or any other marks on our Sites and in our marketing materials. You can opt out of being included on our Sites or in our marketing materials at any time by contacting support@measure.studio.

Indemnity, Disclaimers, and Limits on Liability

You will indemnify, defend, and hold harmless Measure Studio, Inc, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the "Covered Entities") against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees, and expert witness fees) ("Liabilities") incurred by any Covered Entity in any way arising out of or relating to this Agreement or your use of the Sites and/or Products, including any Liabilities arising out of or relating to your Customer Content, your use of Benchmarking Data, any account you connect, or any Connected Client you connect to the Products. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
THE COVERED ENTITIES MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT. THE COVERED ENTITIES DO NOT MAKE ANY REPRESENTATION AS TO THE POTENTIAL REVENUES OR OTHER BENEFITS YOU MAY REALIZE BY USING THE SITES OR PRODUCTS. THE SITES AND PRODUCTS ARE PROVIDED AS IS AND AS AVAILABLE. WE DO NOT REPRESENT THAT THE SITES OR PRODUCTS WILL BE CONTINUOUSLY AVAILABLE, ERROR FREE, OR FREE OF VIRUSES, OR THAT PROBLEMS WILL BE CORRECTED. Like all Internet and technology businesses, Measure Studio and its website are vulnerable to downtime caused by (1) outages to any public Internet backbones, networks, or servers, (2) any failures of your equipment, systems, or local access services, (3) for previously scheduled maintenance, (4) inaccurate or unavailable information from third-party sources, or (5) events beyond our control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or other acts of God. We cannot guarantee complete accuracy in the information we report. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR AVAILABILITY OF ANY BENCHMARKING DATA OR OF ANY OUTPUT, ANALYSIS, OR RESPONSE GENERATED BY OUR ARTIFICIAL INTELLIGENCE FEATURES OR ARCHER, ALL OF WHICH ARE PROVIDED "AS IS."
THE COVERED ENTITIES ARE NOT RESPONSIBLE FOR ANYTHING ACCESSED VIA ANY LINKS TO THIRD PARTY WEBSITES, SERVICES, SOFTWARE, OR ANYTHING ELSE. YOU BEAR ALL RISKS ASSOCIATED WITH USING THIRD PARTY LINKS, WEBSITES, ETC.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COVERED ENTITIES SHALL NOT BE LIABLE FOR DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITES OR PRODUCTS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITS OF LIABILITY FOR SOME DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS AND YOUR BREACH OF THE "PROHIBITED ACTIONS" SECTION, THE COVERED ENTITIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITES OR PRODUCTS WILL NOT EXCEED THE TOTAL AMOUNTS YOU PAID TO US FOR THE PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Payments

Subscriptions to our Products are billed in advance on a monthly, annual, or custom-term basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
All 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.
For any upgrade in plan level or number of social accounts or team members, you will be charged a prorated amount for the partial month of use of the new plan on your next billing cycle. The next billing cycle will reflect any such upgrades. Your account services and features will upgrade immediately where possible. If development work is required for the upgrade, we do not guarantee a timeline for the upgrade.
Late Payments. If any payment is not received by its due date, the outstanding balance will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), compounding monthly from the due date until paid in full. Late fees are in addition to, and not in lieu of, any other remedies available to us.
Suspension for Non-Payment. If any amount owed is overdue by more than ten (10) days, we may, without further notice, suspend your access to the Products and any associated accounts until all outstanding balances, including accrued late fees, are paid in full. Suspension does not relieve you of your obligation to pay any amounts due, and we reserve the right to terminate your account in accordance with the Account Suspension and Termination section below if payment remains outstanding.
Collections; Attorney Fees. If we refer any overdue balance to a collections agency or initiate legal proceedings to recover amounts owed, you agree to reimburse us for all reasonable costs of collection, including collection agency fees, court costs, and reasonable attorney fees actually incurred.

Technical Service Level

All capitalized terms used herein and not otherwise defined in this Terms of Service or Software License Agreement shall have the meanings set forth below.

"First Response" means the time period beginning upon Measure Studio's receipt of a support request and ending when Measure Studio support personnel sends an initial acknowledgement of the support issue.
"Monthly Uptime Percentage" is calculated by the following formula: (Total minutes in a month - Unscheduled Downtime) / Total minutes in a month x 100. The "Total minutes in a month" excludes Scheduled Downtime.
"Resolution Time" means the time period beginning upon Measure Studio's receipt of a Support Request and ending when (a) Measure Studio provides a reasonable solution or workaround to the issue; (b) Measure Studio determines that the issue is out of scope; or (c) Measure Studio determines that the issue requires escalation to Measure Studio engineering.
"Support Request" means a notice regarding support issue submitted by Customer, which contains (1) a description of the issue, including dates and times experienced; and (2) Customer's contact person(s) ("Customer Contact").
"Unscheduled Downtime" means the number of minutes in a month when Customer is unable to login or place claims due to interruptions in access and functionality for which Customer has not received prior notice ("Scheduled Downtime") or has not been identified as an emergency maintenance procedure. The number of minutes is measured from the time that Customer submits a Support Request to Customer's designated Measure Studio support contact until such access is restored.
Limitations: Technical service level does not apply to any Unscheduled Downtime, performance, or availability issues due to factors outside of Measure Studio's control, including (i) any force majeure event, Internet access or related problems; (ii) the result from any actions or inactions of Customer or any third party not selected by Measure Studio; or (iii) the result from the performance of planned system maintenance that has been scheduled in advance by Measure Studio and for which Customer has received prior notice.
Measure Studio Services Subject to Terms of Service: Measure Studio will use commercially reasonable efforts to make the Software available to Customer with a Monthly Uptime Percentage of 99%.
Response and Resolution Times: Measure Studio support personnel will provide First Response communication within one (1) business day during Measure Studio's normal business hours: Monday through Friday 9:00 AM to 6:00 PM EST, excluding holidays ("Normal Business Hours") and conduct a preliminary assessment, review case details, and request any additional relevant information from Customer.
Measure Studio will employ commercially reasonable efforts to resolve each support issue within ten (10) business days.

Account Suspension and Termination

We reserve the right to suspend or terminate your access to Measure Studio and/or your account at any time for any or no reason. This is not our exclusive remedy under any circumstances.
No refunds or credits for subscription plan charges, fees, or payments will be provided to you if you elect to terminate your Measure Studio plan or cancel your account prior to the end of your subscription date. Following the termination or cancellation of your subscription, we reserve the right to close your account and delete any associated data in our normal course of operations.
If you close your account voluntarily, we will destroy your account's associated social media data and personal information in compliance with GDPR law and our Privacy Policy.
This Agreement will survive termination or suspension of your access to Measure Studio, its website, and any other Measure Studio, Inc Sites or Products.
If you disconnect a connected social or advertising account, or upon termination, we will delete or de-identify the data associated with that account in accordance with our Privacy Policy and the requirements of the applicable Social Platform, except for data that has been aggregated and de-identified or that we are required to retain by law. Data that you or a Connected Client transmitted to a third party is outside our control and is subject to that third party's retention and deletion practices.

Child Online Privacy Protection Act Compliance

The Child Online Privacy Protection Act ("COPPA") restricts website operators from collecting or using any personal information from individuals under the age of 13. In compliance with COPPA, We do not target marketing or communications to children under 13, nor do we knowingly collect any information from children under 13 or allow plug-ins or other services to collect such information.

By using the Site or Products or posting any information about yourself, you warrant that you are at least 13 years old. In addition, you may not post any photos or other information about any individual who is under 13.

If you are a child under 13, please do not attempt to register for Measure Studio, and do not send any personal information about yourself to us.

If we learn that we have collected personal information from a child under 13, we will delete that information. If you believe that a child under 13 may have provided us personal information, please contact us at support@measure.studio.

Dispute Resolution

Scope. This section governs any dispute, claim, or controversy arising under or relating to this Agreement, the Products, the Sites, or any related communications or interactions between you and us ("Dispute"), regardless of whether the Dispute sounds in contract, tort, statute, or any other legal theory. If you have a customer service issue, please contact us at support@measure.studio before invoking the procedures below — most issues can be resolved quickly that way.

Notice Requirement. Before initiating any formal dispute resolution process, you must send us a detailed written notice of your Dispute by email to legal@measure.studio (with delivery confirmation requested). The notice must include all of the following:

(a) your full legal name and current postal address;

(b) all email addresses you have used in connection with the Products or Sites;

(d) the specific URL or URLs accessed;

(e) the approximate timestamps of the access;

(f) the device type, operating system, and browser used;

(g) the IP address or addresses used to access the Products or Sites, if known to you;

(h) a factual basis for your standing to bring the Dispute;

(i) a specific description of the conduct alleged and the harm alleged;

(j) the legal theory or theories on which the Dispute is based;

(k) the nature of your fee arrangement with counsel, if any — including whether the representation is on a contingency, fee-sharing, referral, or hourly basis, the applicable rate or percentage, and the identity of any third party providing funding or financing in connection with the Dispute (these disclosures are required solely to enable good-faith assessment of the Dispute and to permit any arbitrator to screen for fraud or improper purpose, and are not intended to limit your ability to be represented by counsel of your choice); and

(l) a list of all claims, demands, formal complaints, or arbitration proceedings you have filed within the 24 months preceding the notice that assert substantively similar legal theories or arise from substantively similar conduct, including the names of respondents and the disposition of each.

A notice that omits any of the foregoing is procedurally deficient, and no dispute resolution timelines will commence until a compliant notice is received by us.

Informal Resolution. Within 60 days of our receipt of a compliant notice, the parties will engage in good-faith informal resolution discussions. Those discussions will include at least two meetings, each attended by a principal of each party. Meetings may be conducted by video conference, and you may be accompanied by counsel or an authorized representative. We will make available a reasonable slate of dates within the 60-day period; you will select available dates from that slate. Failure by either party to participate in good faith in the required meetings is a material procedural defect, and no arbitration may be commenced until the requirement is satisfied or expressly waived in writing by us.

Binding Arbitration. Any Dispute not resolved through the process described above will be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its then-current Consumer Arbitration Rules, which are available at www.adr.org. The arbitration will be conducted by a single neutral arbitrator. We will select a venue reasonably convenient to you for any in-person component; video proceedings are permitted at the election of either party. Each party will bear its own attorneys' fees and costs except as otherwise required by applicable law or the AAA's consumer rules.

Class-Action Waiver. You may bring Disputes against us only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative or class proceeding. If any portion of this class-action waiver is found to be unenforceable as to a particular Dispute, that Dispute will proceed in a court of competent jurisdiction in Delaware (subject to the Governing Law and Venue provision below), and the arbitration agreement in this section will be null and void as to that Dispute only. The class-action waiver is non-severable from the arbitration agreement; if the class-action waiver is struck, the arbitration agreement is void as to that Dispute.

Carve-Outs. Notwithstanding the foregoing, either party may seek relief in a court of competent jurisdiction in Delaware, without first completing the informal resolution process, for: (a) injunctive or other equitable relief to prevent or stop infringement, misappropriation, or unauthorized use of intellectual property; (b) collection of undisputed amounts due under this Agreement; or (c) any other claim that, as a matter of law, may not be subject to pre-dispute arbitration.

Governing Law and Venue. This Agreement and any Dispute arising under or related to it are governed by the substantive laws of the State of Delaware, without regard to its conflict-of-laws principles. Any Dispute not subject to arbitration under this section — or that escapes the arbitration agreement for any reason — shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. Each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum or lack of personal jurisdiction.

Severability. If any provision of this Dispute Resolution section is held unenforceable, it will be severed and the remaining provisions will continue in full force and effect, except that the class-action waiver is non-severable from the arbitration agreement as described in the Class-Action Waiver provision above. Where any provision is held unenforceable in part, it will be enforced to the maximum extent permitted by applicable law.

Survival. The obligations of this Dispute Resolution section survive termination or expiration of this Agreement.

Miscellaneous

These Terms of Service (the "Agreement") are applicable to all Measure Studio policies, Sites, and Products.
We reserve the right to change our Terms of Service, Privacy Policy, or any other policy at any time. When we make such changes, we will post them to our Sites and you will be able to view them at the same location. Your use of the Sites and/or Products after such changes constitutes acceptance of the new terms and/or policies. For material changes, we will provide reasonable advance notice by email or through the Products before the changes take effect.
We will be entitled to recover any legal fees and other costs associated with enforcing this Agreement.
We are deeply committed to adhering to and being considerate of intellectual property and other rights. To report any suspected infringement, please contact us immediately at support@measure.studio.
You are responsible for being informed about and complying with all laws, rules, and regulations that apply to your use of the Sites and Products.
This Agreement is the entire agreement between you and Measure Studio, Inc, and it replaces any other agreement between the parties on this subject for the use of Measure Studio.
You cannot assign this Agreement without our written consent. We can assign this Agreement to any entity that agrees to be bound by the terms of the Agreement.
If any provision of this Agreement is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in writing and signed by an authorized representative of the waiving party.

Questions about these Terms? Email support@measure.studio.