Metrika Terms and Conditions of Service
Effective Date: 2025-05-13
These terms and conditions of service are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You” or “Your” or “Client”) and Metrika, Inc., with offices at 91 Sidney St. STE 1010, Cambridge, MA 02139 (“Metrika” or “we”, “us” or “our”), establishing terms and conditions under which You shall access and use the services and features available on Metrika’s platform (the “Metrika Platform”). The Metrika Platform enables you to monitor the health and performance of blockchain activity. The Metrika Platform is located at app.metrika.co and any related sub-domains or portals through which the Metrika Platform is made available (the “Website(s)”). The date You first agree to or accept this Agreement, or that You otherwise first access and use the Metrika Platform following the date this Agreement is first made available on the Website, is referred to herein as the “Effective Date.” Your use of the Metrika Platform is also subject to our Privacy Policy, as such Privacy Policy may change from time to time.
BEFORE USING THE METRIKA PLATFORM OR OTHER METRIKA SERVICES, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE METRIKA PLATFORM AND/OR THE SERVICES FROM YOU ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT ACCESS AND/OR USE THE SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF USE AND PRIVACY POLICIES OF THE WEBSITE(S) THROUGH WHICH YOU ACCESS THE SERVICES, AS SUCH TERMS AND CONDITIONS OF USE AND PRIVACY POLICIES MAY CHANGE FROM TIME TO TIME.
FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND METRIKA ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS (SEE SECTION 9 (AGREEMENT TO ARBITRATE)).
In consideration of the mutual promises contained in this Agreement, Metrika and You agree as follows:
1. DEFINITIONS
1.1 “Documentation” means any user documentation made available to You relating to the Metrika Platform, including any documentation available on the Website or otherwise, as amended or updated by Metrika from time to time in its discretion.
1.2 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names, and trade dress, and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
1.3 “Node Agent” means Metrika’s open-source node agent software that may be used to capture and collect key metrics and performance data and provide such key metrics and data to the Metrika Platform.
1.4 “Services” means monitoring and analytics service provided by Metrika that includes the features and functionality described at the metrika.co website (the “Site”), as such features and functionality may change from time to time.
2. Metrika Platform
2.1 Services. During the Term of this Agreement, You may use the Services, subject to the terms and conditions of this Agreement.
2.2 Access and Use. Subject to the terms and conditions of this Agreement, Metrika hereby grants to You, during the Term, a limited, non-exclusive, non-transferable right to access and use the Services via the Metrika Platform in accordance with the Documentation, solely for your internal business or personal purposes.
2.3 Restrictions. You shall not, directly or indirectly, and You shall not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Metrika Platform; (ii) modify, translate, or create derivative works based on any element of the Metrika Platform or any related Documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer Your rights to use the Services or Metrika Platform; (iv) use the Services or Metrika Platform for timesharing purposes; (v) remove any proprietary notices from the Documentation; (vi) publish or disclose to third parties any evaluation of the Services or Metrika Platform without Metrika’s prior written consent; (vii) use the Services or Metrika Platform for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Services or Metrika Platform; or (ix) attempt to gain unauthorized access to the Services or Metrika Platform. For purposes of this Agreement, the Metrika Platform does not include the Node Agent.
2.4 Hardware and Software. You are responsible for (i) obtaining, deploying and maintaining all computer hardware, software, modems, routers, and other communications equipment necessary for You to access and use the Services and Metrika Platform via the Internet; (ii) contracting with third party ISP, telecommunications, and other service providers to access and use the Services and Metrika Platform via the Internet; and (iii) paying all third-party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in this Agreement, Metrika shall not be responsible for supplying any hardware, software, or other equipment to You under this Agreement.
2.5 Changes to the Metrika Platform. You agree and acknowledge that Metrika may update and otherwise change the Metrika Platform from time to time in its sole discretion.
2.6 Node Agent. Metrika may make the Node Agent available in its discretion to support Client’s access and use of the Services and the Metrika Platform. Client acknowledges and agrees that: (i) the Node Agent is made available to allow users to send certain data to the Metrika Platform, and Metrika has no liability with respect to any other uses of the Node Agent, and (ii) the Node Agent may include third-party content that is subject to open-source license terms that may expand or limit Client’s or a user’s rights to use such content. If you use the Node Agent, You agree to review any electronic documentation that accompanies the Node Agent or is identified in a link provided to You to determine which portions of the Node Agent is open-source and are licensed under open-source license terms. To the extent any such license terms require that Metrika provide You the rights to copy, modify, distribute, or otherwise use any open-source software in the Node Agent that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable open-source license terms shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open-source software. Further, You acknowledge and agree that all third-party content is governed by its respective terms and such terms are solely between You and the applicable licensor. You agree to comply with such third-party terms (including open-source license terms), as applicable, and Metrika has no liability with respect to third-party content under this Agreement.
3. SECURITY
3.1 No Circumvention of Security. You shall not circumvent or otherwise interfere with any user authentication or security of the Metrika Platform. You will immediately notify Metrika of any breach, or attempted breach, of security known to You.
3.2 No Guaranty of Security. You acknowledge that, notwithstanding the security precautions deployed by Metrika, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Metrika Platform. Metrika cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise, or that any such security precautions will be adequate or sufficient.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Metrika Limited Warranty. THE SERVICES AND THE METRIKA PLATFORM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
4.2 Your Warranties. You hereby represent, warrant, and covenant that: (i) You have the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals, or immunities not yet obtained; (ii) Your execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by You to any third party to keep any information or materials in confidence or in trust; (iii) You own all right, title, and interest in and to Client Data (as defined below); and (iv) You have all rights in Client Data necessary to grant the rights contemplated by this Agreement.
4.3 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 4 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 4, THE METRIKA PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS BASIS. YOUR USE OF THE METRIKA PLATFORM AND SERVICES IS AT YOUR OWN RISK. METRIKA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
4.4 NO AGENT OF METRIKA IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF METRIKA AS SET FORTH HEREIN. METRIKA DOES NOT WARRANT THAT THE SERVICES OR METRIKA PLATFORM IS OR WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE METRIKA PLATFORM (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR BUGS) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY, OR PERFORMANCE OF THE METRIKA PLATFORM OR SERVICES. ACCORDINGLY, YOU SHALL PUT IN PLACE REASONABLE INTERNAL PROCEDURES AND PROCESSES TO ENABLE YOU TO MINIMIZE ANY INCONVENIENCE AND ANY ADVERSE IMPACT OF ANY SUCH DOWNTIME OR ERROR.
5. INDEMNIFICATION.
You shall indemnify and hold harmless, and at Metrika’s request defend, Metrika and its affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses, and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (i) Your use or alleged use of the Services or Metrika Platform; (ii) any transactions between You and any third party, (iii) any breach or alleged breach by You of any of Your covenants, representations or warranties set forth in this Agreement; or (iv) any claim or damages that arise as a result of any Client Data. Metrika shall notify You promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice shall not relieve You of Your obligations hereunder except to the extent that You are actually and materially prejudiced by such failure. You may not settle any claim for which indemnification is sought under this Section without the prior written approval of Metrika, which approval shall not be unreasonably withheld or delayed.
6. PROPRIETARY RIGHTS.
6.1 Ownership. You acknowledge that the Metrika Platform and the Services, and all Intellectual Property Rights therein, are the sole and exclusive property of Metrika and its licensors.
6.2 Usage Data. Notwithstanding anything else in the Agreement or otherwise, Metrika may monitor Your use of the Services and Metrika Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Metrika Platform and Services. You agree that Metrika may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement, and marketing, provided that such data and information does not identify You. Metrika retains all Intellectual Property Rights in such data and information.
6.3 Limited Feedback License. You hereby grant to Metrika, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Your Intellectual Property Rights in and to suggestions, comments, and other forms of feedback (“Feedback”) regarding the Metrika Platform and Services provided by or on behalf of You to Metrika, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback, and distribute such Feedback and/or derivative works in the Metrika Platform or any other products or services. Feedback is provided “as is” without warranty of any kind and shall not include any of Your confidential information.
6.4 Rights Granted to Metrika. In order to provide and support the Services for the benefit of Client, You hereby grant Metrika a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive the data, text, software, audio, video, images, or other content that You run on or through the Metrika Platform, cause to interface with the Metrika Platform, upload to the Metrika Platform, or otherwise transfer, process, use, or store in connection with the Services (collectively “Client Data”). You agree that Metrika may: (i) use Client Data to refine, supplement, or test Metrika’s product and service offerings; (ii) include aggregated and anonymized Client Data in any publicly available reports, analyses, and promotional materials; and (iii) retain anonymized, non-attributable Client Data following any termination of this Agreement for use in connection with the foregoing. Subject only to the limited rights expressly granted in this Agreement, as between You and Metrika, You shall retain all right, title and interest in and to the Client Data and all intellectual property rights therein.
7. LIMITATION OF LIABILITY.
7.1 No Consequential Damages. METRIKA AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF METRIKA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION, OR USE OF THE METRIKA PLATFORM OR SERVICES. METRIKA WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES.
7.2 Limits on Liability. METRIKA AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN $100. YOU HEREBY RELEASE METRIKA AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE METRIKA PLATFORM, SERVICES, AND THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 7.2 (LIMITS ON LIABILITY).
7.3 Essential Purpose. You acknowledge that the terms in this Section 7 (Limitation of Liability) are an essential basis of the bargain described in this Agreement and that, were Metrika to assume any further liability, Metrika would be required to charge significant fees. THE LIMITATIONS IN THIS SECTION 7 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
8. TERM AND TERMINATION.
8.1 Term. The term of this Agreement shall commence on the Effective Date and continue until You cease to use the Services (the “Term”).
8.2 Effects of Termination. Upon expiration or termination of this Agreement, Your use of and access to the Services and Metrika Platform shall cease.
8.3 Survival. This Section 8.3 (Survival) and Sections 1 (Definitions), 4(Representations and Warranties), 5 (Indemnification), 6 (Proprietary Rights), 7 (Limitation of Liability), 8.2 (Effects of Termination), 9 (Agreement to Arbitrate), and 10 (Miscellaneous) shall survive any termination or expiration of this Agreement.
9. AGREEMENT TO ARBITRATE.
9.1 Arbitration. You agree that all disputes between You and Metrika (whether or not such dispute involves a third party) arising out of or relating to this Agreement, the Services, Metrika Platform, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and Metrika hereby expressly waive trial by jury. You and Metrika shall appoint as sole arbitrator a person mutually agreed by You and Metrika or, if You and Metrika cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Metrika shall be entitled to seek injunctive relief, security, or other equitable remedies from the United States District Court for the District of Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to (i) award damages, remedies, or awards that conflict with this Agreement, or (ii) award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.
9.2 Waiver of Class Actions. Any claims brought by You or Metrika must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Metrika will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.
9.3 Survival. This Section 9 (Agreement to Arbitrate) will survive the termination of this Agreement and Your relationship with Metrika.
10. MISCELLANEOUS.
10.1 Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization, or other information is proper or required to be given by either party, such notice, consent, approval, authorization, or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the address set forth in the preamble of this Agreement, or to such other address for either party as may be supplied by notice given in accordance herewith.
10.2 Amendment; Waiver. This Agreement may be amended or supplemented by Metrika in its sole discretion. If You do not agree to any such amended or supplemented terms, Your sole and exclusive remedy is the immediate cessation of using the Services and the Metrika Platform. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
10.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions shall continue in full force and effect.
10.4 Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts as applied to agreements entered into and to be performed in the Commonwealth of Massachusetts without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Subject in all respects to Section 9 (Agreement to Arbitrate) hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Commonwealth of Massachusetts.
10.5 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
10.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood, or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God, or the public enemy; pandemics, strikes, or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.
10.7 Assignment. You may not assign Your rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Metrika’s prior written consent. Any purported assignment or transfer in violation of this Section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and assigns.
10.8 Relationship of the Parties. Metrika is an independent contractor to You. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
10.9 Construction of Agreement. The language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.
10.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.
10.11 Export. The Services and Metrika Platform utilize software and technology that may be subject to United States and foreign export controls. You acknowledge and agree that the Services and Metrika Platform shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services or Metrika Platform, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Metrika Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Metrika and its licensors make no representation that the Services are appropriate or available for use in other locations.
Last review: 2026-05-13