THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR LEGAL RIGHTS. PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY, INCLUDING SECTION 16 (“GOVERNING LAW, ARBITRATION, AND CLASS ACTION / JURY TRIAL WAIVER”), BEFORE USING THE PLATFORM OR SERVICES.
These Terms of Use (“Agreement” or “Terms”) govern your access to and use of the Metrix Marketing website and related services provided by Metrix Marketing (“Metrix Marketing,” “Metrix,” “we,” “us,” or “our”). This includes your subscription to and use of our software platforms (“Platforms”), on-demand marketing services (“Services”), and any other content, tools, features, or integrations provided by Metrix Marketing (collectively, the “System”).
By registering for an account, accessing or using the Platform, submitting a task request, or engaging with any Metrix Marketing Services, you agree to be bound by these Terms. If you are using Metrix on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, and “you” or “Client” shall refer to that entity.
You further represent and warrant that:
Certain components of the Platform may include or rely on third-party software or “open source” libraries governed by their own license terms. Your use of such components will be subject to those separate terms, not these Terms.
As used in this Agreement, the following terms have the meanings set forth below:
Client, you, or your means the individual, business, or legal entity that accepts these Terms and uses the Platform or requests Services. This includes your employees, agents, contractors, and any authorized users under your account.
Communication Surcharges means any fees or charges passed through from telecommunications providers (e.g., SMS gateways, voice providers, etc.) associated with your use of communication tools within the Platform.
Competitor means any entity, individual, or organization engaged in building or offering marketing software, CRM platforms, SaaS solutions, or marketing services similar to those offered by Metrix Marketing, as determined solely by Metrix Marketing. For clarity, authorized white-label resellers of the Platform are not considered Competitors.
Content means any materials you submit to Metrix Marketing, including but not limited to files, videos, graphics, data, customer lists, instructions, or other assets.
Deliverables means any files, campaigns, reports, designs, workflows, emails, landing pages, written content, or other work output created by Metrix Marketing for the Client.
Feedback means any suggestions, ideas, recommendations, or other input you provide to Metrix Marketing regarding potential improvements to the Platform or Services.
Fees means all charges payable by you for access to the Platform, use of Services, purchase of add-ons, or related activities.
Marketing Department refers to Metrix Marketing’s internal team of marketers, strategists, designers, developers, and support specialists who perform Services on behalf of Clients.
Information refers to any business, user, or customer data submitted by or collected from you in connection with Platform use, including but not limited to analytics, lead data, profile data, or CRM records.
Login Credentials means any username, password, API key, or token that grants access to the Platform or to third-party integrations authorized within the Platform.
Materials means all Client-owned intellectual property provided to Metrix Marketing for use within the Platform or Services, including trademarks, copyrighted materials, branding, and proprietary content.
Platform means the Metrix Marketing software ecosystem, including all proprietary CRM, automation tools, communication modules, booking, billing, analytics, campaign tools, and other integrated features accessed through the Metrix interface. This includes named components such as Launchpad, OS, Launch Kits, and any supporting modules developed or licensed by Metrix Marketing.
Platform Account means the registered account you or your business create to access and manage use of the Platform.
Platform Content means the text, images, videos, software, designs, code, databases, and other content made available by Metrix Marketing for use inside the Platform, excluding User Contributions.
Metrix Marketing Marks means the Metrix brand name, logos, designs, and related marks owned or controlled by Metrix Marketing.
Services means any marketing, creative, strategic, consulting, design, content, advertising, lead generation, automation setup, or other professional work performed by Matrix Marketing’s internal team (“Marketing Department”) as part of a subscription or project-based engagement.
Statement of Work (SOW) refers to a separate written agreement outlining the scope, pricing, and details of any non-subscription project-based Service engagement.
Sub-Account means a separate business instance operating under a primary Platform Account.
Subscription Plan refers to any recurring paid access to Metrix or a defined engagement with usage-based billing.
Third-Party Content means any materials, offers, or content presented by third parties within or linked to from the Platform.
Third-Party Services means external websites, tools, or platforms integrated with the Platform, including but not limited to LeadConnector, Google, Meta, or apps from the Metrix Marketplace.
Training refers to any onboarding materials, guides, tutorials, or instructional content provided by Metrix Marketing to help Clients understand and utilize the Platform.
User means any individual authorized by the Client to access or use the Platform, including Administrators and Sub-Account holders.
User Contributions means content or materials uploaded, published, or transmitted by you or your Users on or through the Platform.
Work Product means the completed outcome of any Service, including but not limited to digital assets, configured systems, written materials, and campaign components delivered to the Client.
When registering for a Platform Account, you must provide complete, current, and accurate information. The Platform is intended strictly for business use. If you accept these Terms on behalf of a business, that entity is considered the legal owner of the Platform Account. If multiple parties claim ownership, Metrix Marketing may, at its sole discretion, suspend access until ownership is resolved with documentation or legal determination.
Platform Accounts are non-transferable without written consent from Metrix Marketing.
The Platform and Services may only be used for lawful business purposes and in compliance with these Terms and all applicable laws. You are solely responsible for:
You agree not to:
You further represent that you will cooperate with lawful requests from authorities or telecom providers related to use of the Platform.
By using the Platform, you consent to Metrix Marketing’s use and disclosure of your data in accordance with the Privacy Policy. You must implement your own privacy policy for your end-users that meets or exceeds the standards set forth by Metrix Marketing.
You agree to:
You are responsible for maintaining the confidentiality and security of your Login Credentials and Platform Account.
You agree to:
Metrix Marketing reserves the right to disable your Login Credentials or restrict access at any time if a violation of these Terms is suspected.
If you use communication tools available in the Platform—such as SMS, MMS, voice, or email—you are responsible for complying with all applicable laws, including but not limited to the TCPA, CAN-SPAM, and Do Not Call regulations.
You acknowledge:
You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. If Metrix Marketing assists in configuring, integrating, or recommending a Third-Party Service as part of the Services (e.g., as part of a Launch Kit or done-for-you setup), such assistance is offered without warranty or liability for the third party’s behavior, policies, or performance.
By purchasing or connecting Third-Party Services via the Platform, you authorize Metrix Marketing to share your data with those providers as needed to facilitate functionality. You represent and warrant that:
Propel3 disclaims any liability for:
Your use of Third-Party Services is governed by your separate agreement with those providers, and you assume all risk in doing so. Metrix Marketing may modify the Platform at any time, including changes that may affect the functionality, compatibility, or integration of Third-Party Services.
If your Platform Account is paused or deleted, certain features, including email accounts, phone numbers, and other connected services, may not be recoverable. If your account remains paused for more than 30 days and Metrix Marketing continues to incur costs (such as for reserved phone numbers), Metrix Marketing may, at its discretion and without liability, release or delete associated data or access.
The Platform may contain content, offers, or materials provided by third parties (“Third-Party Content”). This content is used at your own risk. Metrix Marketing does not endorse, control, or guarantee the accuracy, legality, or usefulness of any Third-Party Content and assumes no liability for your interaction with it.
Statements and opinions expressed in Third-Party Content are solely those of the provider. You are responsible for ensuring your use of or interaction with such content complies with these Terms and applicable law.
Metrix Marketing may limit Platform or Services usage if we determine that your activity is excessive, abusive, or significantly exceeds the intended capacity of your Subscription Plan.
This may include:
If so, Propel3 may:
Trial access is limited and may not be used back-to-back to avoid payment. Users abusing the trial system may be permanently banned from using the Platform or Services.
Metrix Marketing may update or change the Platform or its Services at any time, including changes that alter or remove previously available features or workflows.
You acknowledge that your use of Metrix Marketing is not contingent upon the availability of any specific roadmap item, feature, campaign style, or third-party integration, even if discussed during onboarding or Services delivery.
If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform or Services. Metrix Marketing makes no representation that materials on the Platform or delivered through the Services are appropriate or available for use in locations outside of Canada or the United States. Those who choose to access the Platform or request Services from other locations do so on their own initiative and at their own risk. If you choose to use the Platform or receive Services from outside Canada or the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products or services purchased over the Internet.
You agree to comply with all economic sanctions and export control laws, rules, and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Control Laws”). By using the Platform or engaging with the Services, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software, technology, deliverables, or content that supports the Platform or Services in violation of any such Export Control Laws.
Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform or Services may not be exported, transferred, released, or provide access:
You represent, warrant, and covenant that:
(i) You are not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports or transacting with any U.S. person;
(ii) You are not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in clause (i);
(iii) You are not a Military End User and will not use the Platform or Services for Military End Use, as defined in 15 C.F.R. § 744.21;
(iv) You will not permit your users to access or use the Platform or Services or provide any services to any person(s) in violation of any Export Control Laws;
(v) No user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export, or re-export under the Export Control Laws; and
(vi) You will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Users are located.
You further agree that You will not use the Platform or Services to disclose, transfer, download, export, or re-export, directly or indirectly, any of your user data or content to any country, entity, or other party that is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject.
You acknowledge that the Platform, Services, and other related software may not be available in all jurisdictions, and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform or Services is void where prohibited. Metrix Marketing reserves the right to terminate access to any Platform Account or suspend Services for any user or entity it determines to be a prohibited end-user or engaged in prohibited end-use, without liability.
Before using Artificial Intelligence (“AI”) features of the Platform or Services, you must ensure that you are located in a jurisdiction that allows the use of AI tools. If you elect to use any AI-based features, including those used in the delivery of Services (e.g., content generation, copywriting, automation recommendations), you are responsible for ensuring compliance with Metrix Marketing’s Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B and may be updated from time to time.
If you use the Platform or Services to purchase or register a domain name, Metrix Marketing will purchase it on your behalf and will be the listed registrant by default. You must use the domain name in compliance with these Terms and all applicable laws. Upon written request, Metrix Marketing will transfer the domain name to you. A domain transfer fee may apply.
You agree to indemnify and hold harmless Metrix Marketing from any claims, demands, losses, or legal fees arising out of your use of any domain purchased or managed through the Platform or Services, including claims based on breach of these Terms or violations of applicable domain name, trademark, or other laws.
As a Metrix Marketing customer, your account is operated as a sub-account within the Metrix platform. If you wish to transfer your account to another service provider or agency, or migrate your sub-account off Metrix Marketing’s platform, you may submit a written transfer request.
Metrix Marketing will honor reasonable transfer requests, provided that:
Transfer requests may include migration of assets such as campaigns, workflows, contacts, funnels, websites, and associated configuration.
Metrix Marketing will make commercially reasonable efforts to support the transfer, subject to platform limitations.
Metrix Marketing reserves the right to deny or delay transfers:
Metrix Marketing does not retain ownership of your workflows, assets, or customer data. Upon approved transfer, your account data will no longer be accessible via Metrix, and Metrix Marketing will have no further obligation to maintain, host, or support the account.
Metrix Marketing reserves the right to charge a one-time account migration or export fee to cover administrative time, platform usage, and/or resource allocation involved in fulfilling the transfer.
Metrix Marketing does not maintain a public bug bounty program and does not pay for vulnerability reports. You are prohibited from conducting or commissioning any form of penetration testing, network probing, vulnerability scanning, or other security assessment of the Platform or any Metrix Marketing systems or infrastructure, whether automated or manual, except as expressly permitted in writing by Metrix Marketing in advance.
Unauthorized access or testing may result in legal action and immediate termination of your access to the Platform and Services.
You are solely responsible for any products, services, or digital goods you offer or sell through the Platform or that are delivered, configured, or supported as part of the Services. This includes:
You agree to:
Metrix Marketing does not:
Metrix Marketing reserves the right, at its sole discretion, to remove or disable any content, material, or campaign from the Platform if it is found to violate these Terms or Metrix Marketing’s Code of Conduct.
You acknowledge that any contract of sale made through the Platform or enabled by Services is directly between You and your customer. You are the sole seller of record for all transactions. Metrix Marketing may offer similar services or Platform access to your competitors without restriction.
You further acknowledge and agree that Metrix Marketing employees and contractors may also be customers or merchants and may compete with You. Metrix Marketing is not liable for any disputes, damages, losses, or litigation resulting from your ecommerce activity or content. You are responsible for ensuring that your customer-facing terms do not conflict with these Terms.
You agree to:
You acknowledge that delays or failure to meet these responsibilities may impact timelines, deliverables, or your ability to fully utilize the Services. Metrix Marketing is not responsible for delays or reduced performance resulting from your inaction or incomplete inputs.
If you are authorized to resell the Platform and/or Services:
Reselling Metrix Marketing Services (e.g. graphic design, copywriting, website tasks, automation setup) under your brand does not transfer any ownership of Metrix Marketing systems, content, or internal processes.
If you are authorized to white-label and resell access to the Platform or Services, you must comply with Metrix Marketing’s Minimum Advertised Price (“MAP”) Policy:
You may bundle Platform and Services into custom offerings, but if those bundles include two or more core Platform features or any recurring Services, your Advertised Price must meet or exceed Metrix Marketing’s current MAP levels.
Metrix Marketing reserves the right to update Standard Prices and MAP enforcement at any time. Special offers run by Metrix Marketing do not create exemptions.
You may not resell lifetime access to any Metrix Marketing Platform features or Services, whether bundled or standalone, without prior written approval from Metrix Marketing. All resale and licensing must follow a recurring billing structure (e.g. monthly, annually).
Metrix Marketing reserves the right to grant or revoke exceptions at its sole discretion.
Exceptions to the MAP Policy may be granted in writing by Metrix Marketing. Additional limitations apply:
If white-label access is granted, Metrix Marketing grants you a limited, non-exclusive, non-transferable, revocable license to:
Metrix Marketing does not guarantee full rebranding capability. Metrix Marketing may remove or override your white-labeled materials at any time.
If you attempt to publish a white-labeled version of the Platform or Service portal (e.g. a client dashboard or app store listing), you do so at your own risk. Metrix Marketing is not responsible for any review delays or rejections.
If you are granted permission to white-label or resell Metrix Marketing’s Platform or Services, you agree not to engage in any illegal, deceptive, misleading, or unethical conduct. This includes, but is not limited to:
You will not, and may not attempt to, acquire any ownership interest or rights in the Metrix Marketing Platform, Services, or any associated technology or content. If any rights are acquired by operation of law or otherwise, you hereby assign all such rights to Metrix Marketing at no cost and without limitation.
Any white-labeled assets, deliverables, automations, or creative work delivered via the Services remain governed by these Terms and do not grant resale, sublicense, or reuse rights beyond the scope of client use unless otherwise agreed in writing.
Metrix Marketing may suspend or terminate your ability to white-label or resell access to the Platform or Services at any time, for any reason, including but not limited to:
Any conduct determined, in Metrix Marketing’s sole discretion, to harm the Metrix Marketing brand, user experience, team, platform, or market positioning
Suspension or termination may be immediate and without refund or notice. Metrix Marketing is not liable for any lost revenue, customer contracts, business impact, or reputation harm resulting from termination of your resale or white-label access.
You represent and warrant that your use of the Platform and any engagement with Metrix Marketing Services will comply with the Metrix Marketing Code of Conduct, as outlined in Exhibit A (or other officially published version of the policy). This applies to all activities within the Platform, as well as all Service requests, interactions, communication, content submissions, and use of deliverables.
Metrix Marketing reserves the right to enforce its Code of Conduct at its sole discretion. Violations of this Agreement, including the Code of Conduct, may result in suspension, limitation, or immediate termination of your access to the Platform, Services, or both. Metrix Marketing may pursue any remedies available under law or contract in response to such violations.
You agree to provide accurate and complete billing information, including your legal name, billing address, email address, credit card or payment method, and telephone number. You are responsible for updating this information within ten (10) days of any change.
Your access to the Platform and/or use of Metrix Marketing Services is subject to the timely payment of all applicable fees (“Fees”). Fees may include, without limitation: subscription fees, communication surcharges, usage-based fees, wallet charges, pre-paid service commitments, and charges for add-on or third-party services resold by Metrix Marketing. Fees may change from time to time.
Subscription Fees are billed in advance of Services on a monthly or annual basis, depending on your selected plan. Usage-based Fees, including but not limited to Communication Surcharges, are billed monthly in arrears based on actual usage and may appear as separate line items on your invoice. You authorize Metrix Marketing to automatically charge the payment method on file when Fees become due.
Your Metrix Marketing Platform Account may include a wallet feature that allows you to preload funds to cover subscription fees, usage-based charges (such as communication surcharges), and pre-approved Services. By using the wallet, you authorize Metrix Marketing to automatically deduct funds from your wallet to satisfy any Fees due.
If your wallet reaches a negative balance, Metrix Marketing may charge your default payment method on file to restore the balance and avoid service interruption or overdraft.
Rebilling functionality is only available to authorized white-label or reseller accounts. If your account is approved to resell the Platform or Services under a separate agreement, you may use the wallet to manage pass-through billing for your customers. You are solely responsible for setting, collecting, and remitting any such charges. Metrix Marketing is not liable for your customer disputes, pricing, chargebacks, or errors related to rebilling.
You may disable wallet auto-reload at any time in your account settings.
If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for your subscription or Services, Metrix Marketing will re-attempt to charge the card on file for a period of seven (7) business days. If payment cannot be processed after multiple attempts, Metrix Marketing may suspend or force-cancel your Platform Account and/or pause any active Services at its sole discretion. You remain responsible for any overdue amounts, including third-party chargeback fees, penalties, and interest, which Metrix Marketing may require you to pay using other methods acceptable to Metrix Marketing.
If legal action is necessary to collect any amounts due, you agree to reimburse Metrix Marketing for all related expenses, including legal fees and costs. To dispute a charge, you must notify Metrix Marketing in writing within thirty (30) days of the invoice date. You must continue to pay all undisputed Fees while any dispute is under review. Failure to follow this process waives your right to dispute the charge. You agree to act reasonably and cooperate with Metrix Marketing to resolve any payment dispute. Metrix Marketing’s final determination regarding disputed amounts is binding.
You may cancel your subscription through your Platform Account or by submitting a support ticket. Cancellations must be made prior to the next billing cycle to avoid further charges. You are solely responsible for ensuring that all associated Services are properly canceled. Metrix Marketing does not offer refunds for failure to cancel, partial usage, or unused Services.
If you resell any Services or Platform features, you are solely responsible for any markups, pass-through Fees, and related taxes, including disputes, chargebacks, and customer communications. Metrix Marketing will not intervene in financial or contractual disputes between you and your customers. You are responsible for ensuring the accuracy and legality of any financial transactions conducted using Metrix Marketing billing tools or Services.
All Fees charged by Metrix Marketing are nonrefundable, including subscription Fees, Communication Surcharges, usage-based fees, and resold Third Party Services, regardless of usage level or access. You are responsible for any Fees incurred due to user error, overages, or configuration mistakes. Metrix Marketing does not offer refunds or credits for unused time, incomplete usage, or misapplied configurations. Metrix Marketing may, in its sole discretion, issue account credits in limited situations. All refund decisions by Metrix Marketing are final.
Some Services require pre-payment, minimum term commitments, or purchase of add-ons that cannot be canceled once enabled. These may include, but are not limited to, advertising packages, HIPAA compliance upgrades, and Third Party Services. Unused or canceled portions of such services are nonrefundable. Metrix Marketing may provide account credits, at its discretion, for early cancellation of prepaid Services. Minimum commitment subscriptions will continue to be billed until fulfilled in full.
If your Platform Account or Services are canceled, terminated, or expired, it is your responsibility to request a refund of any unused wallet funds. If no refund request is made within thirty (30) days of cancellation, Metrix Marketing will deem the wallet funds forfeited and retain them as its property.
All Fees listed are exclusive of applicable taxes, duties, levies, and assessments unless otherwise stated. You are solely responsible for all applicable taxes arising from your use of the Platform and Services, including resale activities. Metrix Marketing may collect and remit taxes where legally required or deemed appropriate. You agree to indemnify Metrix Marketing for any claims, liabilities, or penalties resulting from your failure to properly assess or remit taxes. Taxes are nonrefundable.
If required, you must provide a valid VAT or GST number. Metrix Marketing may rely on the billing address and contact details you provide to determine the appropriate tax treatment. If your tax status changes or you provide new tax documentation after a charge is made, no retroactive tax refunds will be issued. You agree to pay any applicable withholding taxes in addition to the listed Fees.
Metrix Marketing offers an Affiliate Program under which commissions can be earned for referring new customers to Metrix Marketing. Your participation in the Affiliate Program is subject to Metrix Marketing’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your Metrix Marketing account in order to earn and receive commission payouts. Commissions may be forfeited if Metrix Marketing is unable to submit payment to your payment account for any reason. Employees of Metrix Marketing are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after termination of their employment with Metrix Marketing.
The Platform, Services, and associated content (“Platform Content”) are the property of Metrix Marketing or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below. Platform Content does not include User Contributions, as defined below. Metrix Marketing grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform and/or Services solely for business purposes. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior written permission from Metrix Marketing is strictly prohibited.
User Contributions are considered non-confidential and non-proprietary. You grant Metrix Marketing, its service providers, and their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and disclose your User Contributions solely as necessary to fulfill Metrix Marketing’s obligations under these Terms. Metrix Marketing assumes no liability for the content or accuracy of User Contributions and reserves the right to remove any contributions deemed to violate these Terms. You warrant that you have all rights necessary to grant this license and that your User Contributions comply with applicable laws and these Terms.
You may not upload or distribute User Contributions that:
If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and Metrix Marketing and its affiliates have no obligation to use the Feedback. You grant Metrix Marketing and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to Metrix Marketing without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of Metrix Marketing or its designees throughout the universe in perpetuity in any and all media now or hereafter known.
You hereby irrevocably release and forever discharge Metrix Marketing from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Metrix Marketing with respect to the Feedback, including without limitation how Metrix Marketing directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at Metrix Marketing’s option and at your sole expense) to defend, indemnify, and hold Metrix Marketing harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which Metrix Marketing may incur as a result of use of the Feedback in accordance with these Terms.
Metrix Marketing is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed by a Metrix Marketing user, or that your intellectual property rights have been otherwise violated by a user of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. You may submit a DMCA Takedown Request or a DMCA Counter-Notice by completing the forms located at metrix.works/DMCA.
If you include any personally identifiable information in your DMCA Takedown Request or Counter-Notice, you consent to the disclosure of that personally identifiable information when providing a copy of the Takedown Notice of Counter-Notice to the intended recipient and/or their representatives. Upon receipt of a fully compliant DMCA Takedown Request, Metrix Marketing will notify and provide a copy of the DMCA Takedown Request to the alleged infringer. Metrix Marketing will make reasonable efforts to remove the allegedly infringing content in a reasonable amount of time after receipt of the fully compliant DMCA Takedown Request. The alleged infringer may submit a DMCA Counter-Notice by completing the forms located at metrix.works/DMCA. Upon receipt of a fully compliant DMCA Counter-Notice, Metrix Marketing will send a copy of the Counter-Notice to the original complaining party. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 business days or more after receipt of the Counter-Notice, at Metrix Marketing’s sole discretion.
Alternatively, you may email a DMCA Takedown Request or Counter-Notice in the forms described below to legal@metrix.works (Subject line: “DMCA Takedown Request”) with a physical copy mailed to the designated copyright agent address below.
Metrix Marketing
Attention: Copyright Agent
#25 – 6950 120 Street Surrey, BC, V3W 3M7, Canada
To be effective, the notification must be in writing and contain the information below. DMCA Takedown Requests or Counter-Notices that do not comply with the following requirements will be rejected and not processed.
Metrix Marketing may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. Metrix Marketing owns all such Usage Data. If Metrix Marketing desires to disclose any Usage Data, then Metrix Marketing will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify You or your customers and would not permit a third party to identify You or your customers.
Metrix Marketing makes no guarantees that your business will be profitable and that you will make money using the Platform or the Services. Except as otherwise set forth in these Terms, Metrix Marketing is not providing any business opportunities with use of the Platform and/or Service.
THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT METRIX MARKETING HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM OR AS PART OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM OR SERVICES, OR (E) THE QUALITY OF THE PLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT METRIX MARKETING IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
METRIX MARKETING MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM OR SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, SERVICES, OR ANY FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT PLATFORM OR SERVICES SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
BETA PRODUCTS OR EARLY RELEASE PRODUCTS
FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH METRIX MARKETING WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY METRIX MARKETING. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. METRIX MAREKTING DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR METRIX MAREKTING MAY TERMINATE YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.
Metrix Marketing Services may rely on or integrate with third-party tools and platforms, including but not limited to design, communication, automation, or analytics systems. Metrix Marketing makes no representations or warranties regarding third-party platforms and is not responsible for errors, delays, or unavailability caused by those systems, or for any changes they may make to their services or pricing.
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability. This limitation does not apply if you only use the free Services. In such cases, if Metrix Marketing is determined to have any liability to you or any third party arising from your use of the free Services, Metrix Marketing’s aggregate liability will be limited to one hundred U.S. dollars (USD $100).
IN NO EVENT SHALL METRIX MARKETING BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA, OR PROFIT, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SERVICES, OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM, SERVICES, OR CONTENT, OR FOR TRANSACTIONS WITH A THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold Metrix Marketing harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or the Services (“Claims”), including, but not limited to:
If the Platform or Services are found to violate any third-party intellectual property rights, we may, at our sole option:
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree that a breach of these Terms will cause irreparable injury to Propel3 for which monetary damages would not be an adequate remedy, and Metrix Marketing shall be entitled to seek equitable relief, including but not limited to injunctive relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.
No waiver by Metrix Marketing of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Metrix Marketing to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Metrix Marketing may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without Matrix Marketing’s prior written consent, which may be withheld at Metrix Marketing’s sole discretion.
Except as noted below, these Terms constitute the sole and entire agreement between you and Metrix Marketing with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of Metrix Marketing. Metrix Marketing may enter into a separate agreement with you. The terms of any separate agreement between you and Metrix Marketing will be considered a part of your entire agreement with Metrix Marketing. To the extent there is a conflict between these Terms and the terms of your separate agreement with Metrix Marketing, your separate agreement with Propel3 will control.
These Terms will remain in full force and effect so long as you maintain an active Platform Account or continue to receive Services from Metrix Marketing. The sections of these Terms that are intended to survive termination of your Platform Account or cessation of Services will remain binding even after you are no longer a user of the Platform or recipient of Services.
You agree that Metrix Marketing, in its sole discretion, may suspend or terminate your access to the Platform and/or Services (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your access to the Platform and/or Services, and may be reported to the proper authorities if necessary. Metrix Marketing reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.
Upon termination, and regardless of the reason(s) motivating such termination, your right to use the Platform and/or receive Services will immediately cease. Metrix Marketing shall not be liable to you or any third party for any claims for damages arising from any termination or suspension or any other actions taken by us with respect to your access to the Platform or Services.
Metrix Marketing has limited administrative access to subscriptions or service engagements not directly purchased from Metrix Marketing. Any user who has been granted access to the Platform or to Services by a third party must contact that party for any inquiries related to suspension, cancellation, or termination.
In addition to any excuse provided by applicable law, Metrix Marketing shall be excused from liability for non-delivery or delay in delivery of the Platform, the Services, or any associated deliverables arising from any event beyond our reasonable control, whether or not foreseeable by either party. These events may include, without limitation: labor disturbances, war, fire, accident, adverse weather, supply chain disruptions, governmental act or regulation, or any similar causes or events.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH METRIX MARKETING THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.
These Terms, and any disputes arising out of or relating to your use of the Platform and/or Services, shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any choice or conflict of law provision or rule. These Terms may be translated into other languages; however, the English version shall govern in all cases.
Any controversy or claim arising out of or relating to these Terms, your use of the Platform and/or Services, or any dispute between you and Metrix Marketing, shall be exclusively and finally settled by binding arbitration administered in accordance with the domestic arbitration rules of British Columbia then in effect. Arbitration shall take place in Surrey, British Columbia, Canada. Any arbitration award may be entered and enforced in any court of competent jurisdiction.
All claims and disputes subject to arbitration under these Terms must be arbitrated on an individual basis only. You and Metrix Marketing agree that no arbitration or legal proceeding shall be joined with another person’s claim, and that class arbitration, class actions, or representative actions are not permitted.
All notices to a party shall be in writing and shall be made via email. Notices to Metrix Marketing must be sent to legal (at) metrix.works. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.
Metrix Marketing may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Metrix Marketing, you can click on the “unsubscribe link” provided in such communications or contact us at privacy (at) metrix.works.
When you create a Platform Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. Metrix Marketing will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Metrix Marketing, do not respond to the email and notify Metrix Marketing by emailing us at legal (at) metrix.works.
For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:
Metrix Marketing
ATTN: Legal Department
#25 – 6950 120 Street
Surrey, BC, V3W 3M7, Canada
The following are considered Prohibited Uses of the Platform or Services. Engaging in a Prohibited Use constitutes a material breach of these Terms, and may result in immediate suspension or termination of your Platform Account in accordance with the Terms.
General Misuse
Interference and Access Violations
Restricted and Prohibited Content
This includes but is not limited to:
High-Risk or Regulated Activities
The AI-powered features of the Platform are provided as part of Metrix Marketing’s Services and may only be used in compliance with all applicable laws, regulations, and industry standards. This includes, but is not limited to:
Prohibited AI Uses
You may not use the Platform’s AI features:
