Terms and Conditions

The following terms and conditions together with any other operating rules, policies and procedures that may be published from time to time on the Bamboo Metrics website including without limit the Bamboo Metrics Privacy Policy (collectively, the "Agreement") govern all use of the Bamboo Metrics website (https://bamboometrics.com) and all content, services and products available at or through the website, including, but not limited to, the Bamboo Metrics and emails (all or any of which being ‘the Services’).

The Services are owned and operated by Cherry Wood Software Ltd (incorporated and registered in England and Wales with company number 09547944 whose registered office is at 28 Ferndale rd, Teignmouth, TQ14 8NH (‘Bamboo Metrics’)). The terms ‘you’ or ‘your’ refers to the accountholder or user of the Services.

Please read these terms and conditions carefully before accessing or using the Services. By accessing or using any part of the Bamboo Metrics website, you agree to become bound by these terms and conditions. If you do not agree to these terms and conditions in full and without modification, then you may not access or use the Services.

Your Bamboo Metrics Account

Subject to these terms and conditions, upon creating an account on Bamboo Metrics, Bamboo Metrics shall provide you with a non-exclusive, non-transferable right to use the Services solely for your internal business operations. You are responsible for maintaining the security of your account. You are also fully responsible for all activities that occur under the account and any other actions taken in connection with the account.

You must immediately notify Bamboo Metrics of any unauthorized uses of your account or any other breaches of security. Bamboo Metrics will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that: 1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2. facilitates illegal activity; 3. depicts sexually explicit images; 4. promotes unlawful violence; 5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 6. is otherwise illegal or causes damage or injury to any person or property.

Bamboo Metrics reserves the right, without liability or prejudice to its other rights, to disable your access to any material that breaches the foregoing provisions.

Your Data

You shall own all right, title and interest in and to all of your data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of your data. In the event of any loss of or damage to your data, your sole and exclusive remedy shall be for Bamboo Metrics to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up. Bamboo Metrics will not be responsible for any loss, destruction, alteration, or disclosure of your data caused by any third party.

Bamboo Metrics will not share or sell any data stored in your account, Bamboo Metrics respects the privacy of you and of your users' data and shall comply with the Bamboo Metrics Privacy Policy as amended from time to time.

Third Party Providers

You acknowledge that the Bamboo Metrics website or the Services may enable or assist you to access the website content of, purchase products and/or services from, third parties via third party websites and that you do so solely at your own risk. Bamboo Metrics makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such third-party website or any transactions completed, and any contract entered into by you. For the avoidance of doubt, any contract entered into and any transaction completed via any third party website is between you and the relevant third party, and not Bamboo Metrics.

Payment and Renewal

From the date you create your Bamboo Metrics Account, Bamboo Metrics shall provide you with a free trial period on your preferred plan. Upon the expiration of the trial period, you will be notified and given the opportunity to register with a valid credit card for Bamboo Metrics’s paid Services. Subsequent payments for the use of the Services will be taken from the same credit card you use to register. It is your responsibility to ensure that your credit card details are accurate and kept up to date. Payments will be charged on a pre-pay basis at the point you make the purchase and will cover the use of your selected plan for the period and quantity indicated at the time of purchase. If at any time payment is not made, Bamboo Metrics reserves the right to disable your password, account, and access to some or all parts of the Services until payment is received.

Bamboo Metrics Support

Bamboo Metrics may (as it thinks fit) provide general maintenance, including updates and upgrades to the Services during the term of your Plan. Bamboo Metrics shall use reasonable endeavours to give you reasonable prior notice of any scheduled maintenance that is likely to affect the use of the Services but shall not be liable for any failure to do so nor for any related downtime of the Services.

The Services include access to email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Bamboo Metrics to respond within one business day) concerning the use of the Bamboo Metrics website. All Bamboo Metrics support will be provided in accordance with Bamboo Metrics standard Bamboo Metrics practices, procedures and policies as may be published by Bamboo Metrics from time to time.

Confidentiality

Each of Bamboo Metrics and you may be given access to confidential information by the other in order to perform its obligations under this agreement. Confidential information refers to any information that is proprietary or confidential whether or not it is labelled or identified as such. Confidential information shall not be deemed to include information that:

• is or becomes publicly known other than through any act or omission of the receiving party;
• was in the other party's lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• is independently developed by the receiving party, which independent development can be shown by written evidence;
• is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each of Bamboo Metrics and you shall hold the other's confidential information in confidence and, unless required by law, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the proper provision or use of the Services.

Each of Bamboo Metrics and you shall take all reasonable steps to ensure that the other's confidential information to which it has access is not disclosed or distributed by its directors, officers, employees, or agents in violation of the terms of this agreement.

Bamboo Metrics will not be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third party.

You acknowledge that details of the Services, and the results of any performance tests of the Services, are included in Bamboo Metrics’s Confidential Information.

The foregoing provisions shall continue in force indefinitely.

Intellectual Property & Copyright Infringement

Nothing in these terms and conditions grants you any rights in Bamboo Metrics or any third party’s intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Bamboo Metrics. In the same way, your use of the Services does not transfer any of your intellectual property rights to Bamboo Metrics, its suppliers and/or its licensors, and all right, title and interest in and to such property will remain solely with you.

The Bamboo Metrics logo, and all other trademarks (whether registered or unregistered), service marks, graphics and logos used in connection with the Services are and shall remain Bamboo Metrics’s trademarks or those of its licensors. Your use of the Services grants you no right or license to reproduce or otherwise use any Bamboo Metrics or third-party trademarks.

If you believe that material located on or linked to by Bamboo Metrics website violates your copyright or intellectual property rights, you are encouraged to notify Bamboo Metrics. Bamboo Metrics will respond to all such notices, and where appropriate remove the infringing material and/or disabling all links to it.

Access to and use of the Services will be terminated where it is found that you are infringing any of Bamboo Metrics or any third party’s copyrights or other intellectual property rights. In such case, you agree that Bamboo Metrics will have no obligation to provide a refund of any amounts previously paid or hold Bamboo Metrics responsible for any loss or damages.

Use of License

Under the license granted above you may not:

• use the Services for any fraudulent or unlawful purpose;
• use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
• impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services; or express or imply that we endorse any statement you make;
• interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks;
• transmit or otherwise make available in connection with the Services any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
• reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services;
• modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services. If you wish to reverse engineer any part of the Services to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;
• remove any copyright, trade mark or other proprietary rights notice from the Services or materials originating from the Services;
• use any manual or automatic device in any way to gather content or reproduce or circumvent the navigational structure or presentation of the Services without Bamboo Metrics’s express prior written consent.

The said license shall automatically terminate if you violate any of these restrictions.

Changes

Bamboo Metrics reserves the right, at its sole discretion, to modify or replace any part of the terms and conditions of the Agreement including without limit its pricing. It is your responsibility to check the Bamboo Metrics website periodically for changes to the terms and conditions of the Agreement.

Your continued use of or access to the Services following the posting of any changes to the terms and conditions of the Agreement constitutes acceptance of those changes.

Bamboo Metrics may offer new services and/or features through the Services (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of the Agreement.

Termination

Bamboo Metrics may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this agreement or your Bamboo Metrics account (if you have one), you may simply discontinue using the Services.

Notwithstanding the foregoing, if you have a paid Bamboo Metrics account, such account can only be terminated by Bamboo Metrics if you materially breach any term or condition of the Agreement which you fail to cure within thirty (30) days of Bamboo Metrics’s notice.

Bamboo Metrics shall be entitled to terminate the Services immediately without any liability to you as part of a general shut down of the Services.

Without affecting any other right or remedy available to it, Bamboo Metrics may terminate the Agreement with immediate effect by giving written notice to you if:

• you expressly or impliedly repudiate the Agreement by refusing or threatening to refuse to comply with any of its provisions; or
• you fail to comply with any of the provisions of the Agreement and (in the case of a failure capable of being remedied) do not rectify such non-compliance within 14 working days of written notice from Bamboo Metrics of such failure; or
• you convene any meeting of creditors or pass a resolution for winding up or suffer a petition for winding up; or
• you have an administrative receiver or receiver appointed over the whole or part of your assets or suffer the appointment of an administrator; or
• being an individual, you have a bankruptcy order made against you or compound with your creditors or come to any arrangement with any creditors;
• any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the above-mentioned events.

On termination of the Agreement for any reason:

• all licenses granted under the Agreement shall immediately terminate;
• Bamboo Metrics may destroy or otherwise dispose of any of your data in its possession;
• any rights, remedies, obligations, or liabilities of either you or Bamboo Metrics that have accrued up to the date of termination shall not be affected or prejudiced.

All provisions of this agreement which by their nature are capable of surviving termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimer of Warranties

The Services are provided “as is”. Bamboo Metrics, its suppliers, and licensors hereby and to the fullest extent permitted by law disclaim all warranties of any kind, express or implied, including, without limitation, any warranties of merchantability, fitness for a particular purpose, and non-infringement.

Bamboo Metrics, nor its suppliers and licensors, makes any warranty that the Services will be error-free or that access thereto will be continuous or uninterrupted. You agree that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.

Limitation of Liability

In no event will Bamboo Metrics, its suppliers, or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability, or other legal or equitable theory for:

• any special, incidental, or consequential damages;
• the cost of procurement for substitute products or services;
• interruption of use or loss or corruption of data; or
• any amounts that exceed the fees paid by you to Bamboo Metrics under the terms and conditions of the Agreement during the twelve (12) month period prior to the cause of action.

Bamboo Metrics shall have no liability for any failure or delay due to matters beyond its reasonable control and, in particular but without limit, Bamboo Metrics is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

General Representation and Warranty

You represent and warrant that:

• your use of the Services will be in strict accordance with the terms and conditions of the Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside); and
• your use of the Services will not infringe or misappropriate the intellectual property rights of Bamboo Metrics and/or any third party.

Indemnification

You agree to indemnify and hold Bamboo Metrics, its contractors, and licensors, and its respective directors, officers, employees, and agents harmless from and against any and all claims and expenses, including legal and professional fees, arising out of your use of the Services, including but not limited to your violation of these terms and conditions.

Miscellaneous

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision (or part of a provision) of these terms and conditions are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

These terms and conditions (as they are amended by Bamboo Metrics from time to time) constitute the entire agreement between the parties.

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

The Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

GDPR Data Processing

The following provisions lay out the responsibilities of Bamboo Metrics to its customers with regards to data protection in general and the European Union’s General Data Protection Regulation (GDPR) specifically.

Both parties will comply with all applicable requirements of the Data Protection Legislation (as defined below). These provisions are in addition to, and do not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

In the course of providing the Services, Bamboo Metrics may be required to process Personal Data on your behalf, and the parties agree to comply with the following provisions with respect to any such processing of Personal Data.

Bamboo Metrics as Data Processor, Definitions

• Bamboo Metrics is a Data Processor operating on behalf of its Customers, and Bamboo Metrics’s customers are Data Controllers (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
• "Customers" are individuals or organizations using the Bamboo Metrics service.
• "Data Protection Legislation” means all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations, and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time.
• “Data Subject” means the individual to whom Personal Data relates.
• “Personal Data” means any information relating to an identified or identifiable person that is processed by Bamboo Metrics as a result of, or in connection with, the provision of the Services under the Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
• “Sub-processor” means any Data Processor engaged by Bamboo Metrics.

1. Processing of Personal Data

1. By using the services, you as Data Controller authorize Bamboo Metrics to process personal data on your behalf in accordance with the requirements of Data Protection Legislation. You will ensure that instructions to Bamboo Metrics for the processing of Personal Data comply with Data Protection Legislation. You, as Data Controller, are solely responsible for the accuracy, quality, and legality of Personal Data and the means by which you acquire Personal Data. Personal Data provided by you as the Data Controller shall not contain information that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health, or data concerning an individual's sex life or sexual orientation ("Special Categories of Data").
2. Bamboo Metrics will only process the Personal Data to the extent, and in such a manner, as is necessary for the purposes of the Agreement and in accordance with your written instructions.
3. Bamboo Metrics will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless you or the Agreement specifically authorizes the disclosure, or as required by law. If a law, court, regulator, or supervisory authority requires Bamboo Metrics to process or disclose Personal Data, Bamboo Metrics shall first inform you of the legal or regulatory requirement and give you an opportunity to object or challenge the requirement unless the law prohibits such notice.
4. Bamboo Metrics lays out a full and accurate description of its data protection practices on its website at Bamboo Metrics Privacy Policy. This description is updated from time to time as and when practices change.
5. If a change in any Data Protection Legislation prevents either party from fulfilling all or part of the Agreement obligations, the parties will suspend the processing of Personal Data until that processing complies with the new requirements.

2. Overseas Transfers

The information you provide may be transferred to countries outside the European Economic Area (‘EEA’). Whenever Bamboo Metrics transfers the personal information that you have provided out of the EEA, Bamboo Metrics will ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

• Bamboo Metrics will only transfer the personal information to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission.
• Where Bamboo Metrics uses providers based in the US, Bamboo Metrics may transfer data to them if they are part of the Privacy Shield, which requires them to provide similar protection to personal data shared between Europe and the US.

Please contact Bamboo Metrics if you want further information on the specific mechanism used by Bamboo Metrics when transferring Personal Data out of the EEA.

3. Rights of Data Subjects

1. You as Data Controller are solely responsible for collecting all necessary consent from Data Subjects to allow Bamboo Metrics to process personal data on its behalf for the duration and purposes of the Agreement. You as Data Controller shall also be responsible for providing any required notices and for the processing instructions you give to Bamboo Metrics.
2. Bamboo Metrics will, to the extent legally permitted, promptly notify you if it receives a request from a Data Subject for access to, or deletion of, that person’s personal data. Bamboo Metrics will not respond to a Data Subject request without your prior written consent except to confirm that the request relates to the Data Controller. You are solely responsible for completing such a request as required by law.

4. Personnel

Bamboo Metrics ensures that its personnel engaged in the processing of personal data are informed of the confidential nature of the personal data and have agreed to appropriate contractual obligations, including relevant obligations regarding confidentiality, data protection, and data security.

5. Sub-processors

1. You as Data Controller agree that Bamboo Metrics may engage third-party Sub-processors to provide the Services, and such Sub-processors may access personal data and appoint additional levels of Sub-processors only for purposes of providing the services Bamboo Metrics retained them to provide and not for any other purpose.
2. Bamboo Metrics has or shall enter into a written agreement with each Sub-processor containing data protection obligations not less protective than those in the Agreement with respect to the protection of the Personal Data provided by you as Data Controller to the extent applicable to the nature of the Services provided by such Sub-processor.
3. Bamboo Metrics agrees to be liable for the acts and omissions of its Sub-processors to the same extent Bamboo Metrics would be liable if performing the services of each Sub-processor directly under the terms of the Agreement.
4. Bamboo Metrics shall give you prior written notice of the appointment of any new Sub-processor, including full details of the Processing to be undertaken by the Sub-processor. If, within 14 days of receipt of that notice, you notify Bamboo Metrics in writing of any objections (on reasonable grounds) to the proposed appointment, then Bamboo Metrics shall work with you in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Sub-processor.

6. Record Keeping

Bamboo Metrics shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement, maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation where applicable.

7. Security

Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Bamboo Metrics agrees to implement and maintain appropriate administrative, technical, and physical safeguards for Personal Data stored in the course of providing the Services.

8. Security Breach Management and Notification

1. If Bamboo Metrics becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed in the course of the provision of the Services or any accidental, unauthorized, or unlawful processing of the Personal Data (“Security Breach”), Bamboo Metrics will promptly:
   • notify you of the Security Breach within 72 hours of becoming aware of the Security Breach;
   • investigate the Security Breach and provide you with information known to Bamboo Metrics about the Security Breach; and
   • follow appropriate policies and procedures to mitigate the effects and to minimize any damage resulting from the Security Breach.
2. You, as the Data Controller, agree that an unsuccessful Security Breach attempt will not be subject to Section 7.1 above. An unsuccessful Security Breach attempt is one that results in no unauthorized access to the Data Controller's Personal Data or to the Services storing such Personal Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond IP addresses or headers), or similar incidents.
3. Notification(s) of Security Breaches, if any, will be delivered to one or more of your business, technical, or administrative contacts by any means Bamboo Metrics selects, including via email. It is your sole responsibility to ensure you maintain accurate contact information on Bamboo Metrics’s support systems at all times.
4. Bamboo Metrics’s report of and/or response to a Security Breach under this Section will not be construed as an admission by Bamboo Metrics to fault or liability with respect to the Security Breach.

9. Deletion of Customer Data

1. On completion of the provision of the Services, or the termination of the Agreement for any reason, or expiry of its term, Bamboo Metrics will securely delete or destroy or, if directed in writing by you, return and not retain, all or any Personal Data related to this Agreement in its possession or control, except for one copy that it may retain and use for such period as is reasonable (not exceeding 2 years) solely for (a) audit purposes or (b) for recordkeeping and legal compliance obligations or where electronic or offsite back-up or archiving systems contain copies of the data.
2. If any law, regulation, or government or regulatory body requires Bamboo Metrics to retain any documents or materials that Bamboo Metrics would otherwise be required to return or destroy, it will notify you in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

Last modified: March 12th, 2024