This OneStat International B.V. Membership Agreement (the "Agreement") is a legal contract between you and OneStat International B.V.,. ("OneStat International B.V."). The Agreement governs your purchase and use of the various online website measurements services, whether fee-based or free of charge, offered on OneStat International B.V.'s website (each a "Service"). Your use of the Services is conditioned on your acceptance of this Agreement. By using any Service or by checking the acceptance box at the end of this Agreement, you accept and agree to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which you register. Since this is a binding legal agreement between you and OneStat International B.V., please print a copy of this Agreement for your records.
 

1. THE SERVICES
OneStat International B.V. will provide you with the Services for which you register on OneStat International B.V.'s website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees. With respect to free-of-charge Service Plans, the fees referred to in this Agreement will be equal to zero dollars ($0.00). Descriptions of each Service, and the various Service Plans that are available for each Service, are available on OneStat International B.V.'s website.

You may upgrade to a higher service, if available, at any time during the term of this Agreement by completing and submitting OneStat International B.V.'s then-current upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that service in accordance with this Agreement. OneStat International B.V. reserves the right to modify, enhance, or supplement the Services at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with OneStat International B.V. certain registration data, as requested by OneStat International B.V.'s online registration form for the Service. Such registration data shall include, but not be limited to, your name, address, email address, website URLs, credit card number, and other billing information. In addition, you must separately submit an online activation request for each Service you desire to use. OneStat International B.V. reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has charged your credit card for the applicable fee. OneStat International B.V.'s use of your registration information is governed by OneStat International B.V.'s privacy policy.

3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.
a. All of the registration information you supply to OneStat International B.V. is true, complete, and accurate, and you will notify OneStat International B.V. of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;
b. None of the URLs you submit to OneStat International B.V. link to any web page or site that contains any:
i. nudity, pornography, or other sexual or adult material;
ii. hate propaganda or material that encourages or promotes illegal activity or violence;
iii. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
iv. material that promotes or utilizes software or services designed to deliver unsolicited email;
v. material that violates any local, state, or national law or regulation;
vi. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
vii. other material that OneStat International B.V., in its sole discretion, deems inappropriate, including any violations of standards posted on OneStat International B.V.'s website or sent to you by email;
c. You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;
d. You will not copy, sell, redistribute, license, sublicense, or otherwise transfer your account, or any materials provided to you in connection with the Services, to any third party without OneStat International B.V.'s written consent;
e. You will treat any and all consumer information gathered for you or transmitted to you via the OneStat International B.V. website or Services in accordance with OneStat International B.V.'s Privacy Policy;
f. You will comply with all federal laws and regulations governing your actions under this Agreement; and
g. You have full power and authority to enter into this Agreement and to perform your obligations hereunder.

Without limiting its other remedies, OneStat International B.V. may refuse or cancel your account or Services at any time for any violation of the foregoing promises. To assure compliance with the criteria in Subsection (b) above, OneStat International B.V. reserves the right to monitor the content of the web pages or sites that correspond to the URLs you submit to OneStat International B.V..

4. PAYMENT
You agree to pay OneStat International B.V. any set-up fees and recurring subscription fees listed on OneStat International B.V.'s website for the service you select. Completion and submission of any Service activation form authorizes OneStat International B.V. to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a yearly basis. In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to OneStat International B.V., YOU AGREE TO FULLY REIMBURSE OneStat International B.V. FOR ANY COSTS AND EXPENSES THAT OneStat International B.V. MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

5. PRICING CHANGES AND OTHER MODIFICATIONS
The OneStat International B.V. services are based on a particular amount of pageviews per month. OneStat International B.V. may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on OneStat International B.V.'s website. New pricing terms will become effective beginning with the first full billing cycle after OneStat International B.V. posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by OneStat International B.V. in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance in a signed writing on OneStat International B.V.'s letterhead by an executive vice president or higher-level officer of OneStat International B.V.. Product sales and support representatives are not authorized to waive or modify any provisions of this Membership Agreement. No failure by OneStat International B.V. to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your obligations or OneStat International B.V.'s rights and remedies hereunder.

6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on OneStat International B.V.'s web pages applicable to a given Service, each Service will be provided and billed on a yearly subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service. Subscriptions will automatically renew with each annual period, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, either you or OneStat International B.V. may cancel that Service (or OneStat International B.V. may discontinue the Service completely) by providing written notice to the other party, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). OneStat International B.V. may cancel the service if you exceed the particular number of monthly pageviews per month as selected during the subscribing process. OneStat International B.V. also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.

7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that OneStat International B.V. accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. OneStat International B.V. also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement. If this agreement is terminated by us or by you for any reason, you agree to remove our code, logos and trademarks and any other parts of the Service from all of your Web sites and other items.

8. REFUNDS
If you cancel any Service you acknowledge and agree that NO REFUNDS WILL BE ISSUED

9. USE OF TAGS
Some of the Services rely on the use of HTML tags or other code in your web page or site. Subject to your compliance with all the terms of this Agreement, OneStat International B.V. grants you permission to use the HTML tags or other code supplied to you by OneStat International B.V. (the "Tags") solely for your use in receiving the Services for which you have paid. You agree to follow all instructions and restrictions provided to you by OneStat International B.V. with respect to your use of the Tags. You agree that OneStat International B.V. will not be responsible for any malfunctions, errors, data inaccuracies, or improper results attributable to your incorrect, unauthorized, or unsupported use of any Tags.

10. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of OneStat International B.V.. In addition, you acknowledge that OneStat International B.V. owns all right, title, and interest in and to OneStat International B.V.'s trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

11. DISCLAIMER OF WARRANTY
OneStat International B.V. makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. OneStat International B.V. HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OneStat International B.V. DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

12. LIMITATION OF LIABILITY
IN NO EVENT WILL OneStat International B.V. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT OneStat International B.V. IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL OneStat International B.V.'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY OneStat International B.V. FROM YOU UNDER THIS AGREEMENT. Without limiting the foregoing, OneStat International B.V. is not responsible for any of your data residing on OneStat International B.V. hardware. You are responsible for backing-up your data and information that may reside on the OneStat International B.V. hardware, whether or not such information is produced through the use of the Service.

13. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at OneStat International B.V.'s request) defend OneStat International B.V. and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to OneStat International B.V. or make available to any third party, including your registration data and the content of the web pages corresponding to the URLs you submit to OneStat International B.V.. This obligation shall survive any termination of your relationship with OneStat International B.V..

14. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available.

15. GENERAL PROVISIONS
The laws of The Netherlands govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in the Netherlands in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against OneStat International B.V.. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.

This Agreement, along with OneStat International B.V.'s other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and OneStat International B.V. with respect to the Services. To the extent of any conflict between this Agreement and OneStat International B.V.'s Website Terms of Use, the Website Terms of Use will govern your general use of OneStat International B.V.'s website, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the OneStat International B.V. network, and, consequently, you will receive periodic announcements and information regarding OneStat International B.V.'s services. You may request to be removed from the network's news mailing list at any time.

16. PUBLICITY
OneStat International B.V. may include your web site's domain name & logo on its customer lists, testimonials and press releases.

17. SPECIAL REMARKS FOR ONESTAT FREE & ONESTAT BASIC
The following types of Web sites are NOT allowed to participate in the Service: (a) Web sites which promote illegal activity or racism, or which are libelous, defamatory, racist, hate-crime oriented, obscene, pornographic, abusive, harassing or threatening, (b) Web sites which contain viruses or other contaminating or destructive features, (c) Web sites which violate the rights of others, such as Content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) Web sites which provide instructions or discussions about performing illegal activities, (e) Web sites that promote or utilize software or services designed to deliver unsolicited email, or (f) Web sites which otherwise violate any applicable law or that we otherwise deem to be inappropriate.

You will only be allowed to use the free Service if the average number of hits to your Web site is less than 10,000 pageviews per day over a thirty (30) day period. All web sites that have an average of more than 10,000 pageviews per day over a thirty (30) day period will be required to use the paid version of the Service.

You agree not to change the service's programming code.

You acknowledge and agree that general information about your Web site (name, URL, traffic counts, etc.) may be utilized by the Service. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, general promotional uses, etc.

18. QUESTIONS
If you have any questions about this Agreement or OneStat International B.V.'s Services, please contact OneStat International B.V. by email at info@OneStat International B.V.. Thank you for choosing OneStat International B.V. to measure your website. We look forward to doing business with you and hope you find our services valuable.