Effective date: October 21, 2024

Welcome to Meti! We provide automated procurement solutions.

These offerings are provided by Materlog, LLC (“Meti”, “we”, “us”, or “our” which include our group and affiliated companies) through an application you access via a Chrome extension (the “Application”) and at getmeti.com (the “Site” and, together with any related software, tools and services provided in connection with the Application or Site, the “Meti Service”).

The following terms and conditions, along with Meti’s Privacy Policy (collectively, the “Terms of Service”), govern your access to and use of Meti Service and all Site Content and constitute a binding legal agreement between you and Meti.

Please read these Terms of Service carefully as they provide important information to you. A few important highlights of these Terms of Service include:

• Limited Liabilities. You understand that we offer no warranties, and our liabilities are limited (See Section 7).

• Arbitration and Class Action Waiver. YOU AGREE TO RESOLVE ANY DISPUTES BY INDIVIDUAL ARBITRATION AND TO WAIVE THE RIGHT TO PARTICIPATE IN ANY KIND OF CLASS ACTION (See Section 8).

• Communication About New Features and Products. If you provide us with your email address or phone number (or activate your Account using a referred email address), you agree to receive, as applicable, emails, chats, calls and text messages from us with information relating to your Account (if it exists), new and existing features, product updates and improvements, company and industry news and events, community updates and communications. (See Section 9).

• Modification. You understand that we may change these Terms of Service or any portion of the Meti Service at any time. Your continued use of the Meti Service constitutes your acceptance of any modified Terms of Service (See Section 10).

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By accessing or using the Meti Service in any way, including browsing the Site, registering for a Meti Account, or downloading the Application, you are indicating that you have read, understand, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, then you have no right to access or use the Meti Service or Site Content. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

1. Using the Meti Service.

Who Can Use the Meti Service?

By accessing or using the Meti Service, you represent and warrant to Meti that: (i) you are of legal age to form a binding contract -- YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; and (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity as a Corporate Administrator (as defined below), you have the authority to bind that company or legal entity to these Terms of Service. These Terms of Service are void where prohibited by law, and the right to access the Meti Service is revoked in such jurisdictions. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS OR YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE METI SERVICE.

Individual Account Registration

In order to access certain parts of the Meti Service, you must register to create an account (“Account”) and become a Member (“Member”). When registering with Meti as an individual you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Meti Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Meti Service (or any portion thereof).

If you connect with a Corporate Policy (as defined below), you hereby understand and agree that the Corporate Member has access and a right to the Member Data related to orders associated with the Corporate Policy (including any Personal Data, as defined in the Privacy Policy) for its internal order tracking purposes. A Corporate Member will maintain the following information when you connect with a Corporate Policy: full name, email, phone number, role, order data, and usage history. Please contact the Corporate Member directly for more information about what Personal Data the Corporate Member maintains. Further, in certain circumstances where the Corporate Member has domain control, the Corporate Member may have authorization and access to administer certain advanced security settings, including the ability to delete your account, control certain settings, and control how you use the Meti Service.

You may not authorize any third party to access or use the Meti Service. You are responsible for maintaining the confidentiality of your user ID and password and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Meti of any unauthorized use of your user ID or password, or any other breach of security. Meti cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account.

Corporate Policies

In order to create an Account on behalf of a company or other legal entity, rather than an individual (a “Corporate Member”), you must register to create an Account as an administrator for the Corporate Member (a “Corporate Administrator”). When registering on behalf of a Corporate Member, you agree to: (a) provide true, accurate, current and complete Registration Data about yourself and the Corporate Member, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate the Corporate Member’s Account and associated Member Accounts and refuse any and all current or future use of the Meti Service (or any portion thereof) by Corporate Member and related Members.

The Corporate Member acknowledges that individual Members retain ultimate administrative control over their individual Accounts and the Member Data and Member-Generated Content within them, except to the extent a Corporate Member has domain control over accounts.

You may not allow any third party (other than authorized agents of the Corporate Member) to access or use the Meti Service on a Corporate Member’s behalf. The Corporate Member is responsible for (i) all Member Data and Member-Generated Content posted and activity that occurs under its Account; (ii) maintaining the security of its Account login credentials; and (iii) promptly notifying us upon becoming aware of any unauthorized use of, or access to, the Meti Service through its Account.

Linked Accounts and Third-Party Services

In order to access certain features of the Meti Service, a Member or a Corporate Member may need to connect its Account with an account that is held with third party(ies) and is linked to or authorized for use through the Member’s or Corporate Member’s Account (each, a “Linked Account”). You acknowledge and agree that you have the authority to access and connect a Linked Account to the Meti Service.

Further, to participate in such features, as a Member or a Corporate Administrator, you may be required to provide certain information (including Personal Data as described in our Privacy Policy), which may include, but is not limited to: the Member’s full name, email, phone number, and business information (such as registered business name, the business address, employer identification number, and the nature of the business).

Order dates and Supplier check in dates

The Meti Service allows Members to track in stock, ship, and delivery dates and calculates a next check in date, by allowing Members to share data and documentation about orders, including shipping and delivery information. You agree that this service is provided as-is and on an as-available basis. You agree (1) that these dates are not legally binding, and represent informal information sharing and (2) that Meti cannot guarantee the accuracy of information entered by Members, suppliers, its services, or any other party. You expressly relieve Meti from any and all liability arising from any transactions occurring or not occurring due to or any decisions made or not made based upon the in stock, ship, delivery and next check in dates features exhibited or not exhibited in the Meti Service.

Fees and Payment

By establishing an Meti Account, you agree to the term, pricing, payment, and billing policies set forth (a) herein and/or (b) on the Site (including our pricing page). The use of various offerings within the Meti Service may be subject to additional terms as set forth on the Site (such additional terms being incorporated herein by reference). All fees paid for the Meti Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Meti Service and/or any related transactions (except for taxes assessed on Meti’s net income or personal property). If for any reason Meti pays any such taxes, duties or excises, you will reimburse Meti for such taxes, duties or excises, other than taxes on Meti’s net income. Meti reserves the right to change the prices for any service package with fifteen days’ notice to you prior to the next billing cycle.

Term and Termination

The term of your Meti Service package is as set forth on the Site and in your billing account details. If your selected Meti Service package requires a recurring subscription fee, your Meti Service package will automatically renew, unless you change your billing settings to month-to-month, we terminate it, or you notify us by email (support@getmeti.com) of your decision to terminate your current Meti Service package at the end of the term. You must cancel any automatically renewing Meti Service package at least 48 hours before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable, and there are no refunds or credits for partially-used periods. If your Meti Service package is for a term of 12 months or longer, your subscription is deemed to have begun during the month in which you were first billed by Meti for the Meti Service package (or, in the event that a Corporate Member connects additional individual Members to its Corporate Policy or otherwise connects individual Members to its Meti Service package after beginning its subscription, from the month in which you were first billed for those additional individual Members).

If you breach any of these Terms of Service, Meti will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Meti reserves the right to revoke your access to and use of the Meti Service at any time, with or without cause. In the event Meti terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to support@getmeti.com.

Privacy

See Meti’s Privacy Policy for information and notices concerning Meti’s collection and use of your personal information. 

Supplemental Terms for Certain Services.

Certain additional services offered as part of the Meti Service may require you to enter into a separate agreement and/or be subject to additional terms. In the event of any conflict between these Terms of Service and the additional terms, these Terms of Service will control.

Links to Third-Party Websites

The Meti Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Meti. You acknowledge and agree that Meti has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Meti of such websites or resources or the Content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Meti shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Meti Service or Site, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Meti from any and all liability arising from your use of any third-party website or services or third-party Content.

Referrals and Supplier Check Ins

If you choose to use our referral service to tell a friend about Meti, or if, as a Corporate Administrator, you refer an employee or other authorized service provider to connect with your Corporate Policy (each such individual, a “Referred Party”), you must seek consent of the Referred Party so that Meti may use their name and email address to contact them about the Meti Service. By providing us with the Referred Party’s name and email address, you warrant that the Referred Party consents to such contact. If you were referred by a friend or a Corporate Administrator, and you activate an Account, you hereby agree that Meti may use such Personal Data as if you had directly provided it to Meti, which such Personal Data will be governed by the Privacy Policy.  

If you chose to use our supplier check in service to obtain order updates, you must seek consent of the Referred Supplier so that Meti may use their name and email address to contact them about the Meti Service. By providing us with the Referred Supplier’s name and email address, you warrant that the Referred Supplier consents to such contact. If you were referred by a friend or customer or other person, and you activate an Account, you hereby agree that Meti may use such Personal Data as if you had directly provided it to Meti, which such Personal Data will be governed by the Privacy Policy.

3. Your Content.

Content Generally

“Content” shall mean any text, graphics, photos, music, software, audio, video, information, or other materials. Content shall be “Meti Content” if Meti makes such Content available through the Site or Meti Service, including any Content licensed to Meti from a third party, but excluding Member-Generated Content (as defined below). “Site Content” shall refer to all Meti Content and Member-Generated Content.

Member Data

Subject to the section below labeled “Member Data Shared with Corporate Policies”, each individual Member shall retain all right, title and interest in and to (a) all Content transmitted by or on behalf of an individual Member to Meti or Third-Party Service Providers, in connection with its use of the Meti Service and (b) reports and other materials generated by the Meti Service following such transmission (collectively, “Member Data”), provided, however, that Member hereby grants to Meti a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member’s use of the Meti Service for purposes including, but not limited to: (x) maintaining and improving the Meti Service and (y) providing Member with access to and information about customized features, new functionality, partner integrations, special product offers and promotions, newsletters, personal interest pieces, interests for the Meti community, events, elections, and campaigns, and (ii) data regarding Member’s use of the Meti Service compiled by Meti for marketing purposes, research purposes, sales purposes, or data analysis. Notwithstanding the foregoing, if you connect with a Corporate Policy or otherwise share order data with any other Member, that Corporate Member or other Member also has right and title to the Member Data necessary for their internal order tracking purposes, subject to the license to Meti set forth above.

Member Data Shared with Corporate Policies

Notwithstanding the foregoing, if you connect with a Corporate Account, the Corporate Member also has right and title to the Member Data necessary for their internal order tracking purposes, subject to the license to Meti set forth above in the section below labeled “Member Data.”

Corporate Member Art

Corporate Member shall retain all right, title and interest in and to all of Corporate Member’s logos, promotional graphics and related marketing designs (collectively, the “Corporate Member Art”), provided, however, that Corporate Member hereby grants to Meti a worldwide, royalty-free, non-exclusive license to use the Corporate Member Art, as well as Corporate Member’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Meti’s products and services to third parties.

Member-Generated Content

As part of the Meti Service, Meti may allow a Member to post, upload, publish, submit or transmit Content to Meti or to others via the Meti blog, social features, direct messaging, group messaging, e-mail or chat features (hereafter collectively referred to as “Meti Chat”), or at various other publicly available locations on the Meti Service (“Member-Generated Content”). These public forums may be hosted by Meti or by one of our third-party service providers on our behalf. You agree in posting Member-Generated Content to follow certain rules, including the Acceptable Use Policy and Content Standards. You are responsible for all Member-Generated Content you submit, upload, post or store through these areas of the Meti Service. You grant Meti, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide, license to use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works and authorize Meti to enforce any unauthorized use or reproduction of any Member-Generated Content provided through your use of the Meti Service. Archive your Member-Generated Content frequently. You are responsible for any lost or unrecoverable Member-Generated Content. You must provide all required and appropriate warnings, information and disclosures. Meti is not responsible for the Content or data you submit through the Meti Service.

You represent and warrant that: (i) you own or control all rights in and to the Member-Generated Content that you post and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (ii)  all of your Member-Generated Content does and will comply with these Terms of Service.

4. Meti Content.

License Granted by Meti

Subject to your compliance with these Terms of Service, Meti grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your chrome browser and run such copy of the Application solely for your own personal or business use. Furthermore, with respect to an Application accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) (an “App Store Sourced Application”), you will only use the App Store Sourced Application as permitted by any usage rules set forth in the in the applicable app store’s terms of use. Meti reserves all rights in the Application not expressly granted to you by these Terms of Service. See also the section herein titled “Accessing and Downloading the Application from App Provider.”

Confidentiality

The term “Confidential Information” shall mean any and all of Meti’s trade secrets, confidential and proprietary information and all other information and data of Meti that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Meti’s business, operations and properties, including information about Meti’s users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. You acknowledge that Confidential Information is a valuable, special and unique asset of Meti and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Meti in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Meti upon termination of this Agreement for any reason whatsoever.

Ownership

Meti shall own and retain all right, title, and interest in and to the Meti Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy (including capturing screenshots), alter, modify, or create derivative works of the Meti Service or otherwise use the Meti Service in any way that violates the use restrictions contained in these Terms of Service. Meti does not grant to Member any license, express or implied, to the intellectual property of Meti or its licensors. Member further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Meti Service is considered Confidential Information of Meti.

Meti Logos and Designs

Meti’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Meti in the U.S. and/or other countries. Meti’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Meti’s prior written permission.

5. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Meti Service, and wish to have the allegedly infringing material removed, , the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

(1) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(2) Identification of the copyrighted work that you claim is being infringed;

(3) Identification of the material that is claimed to be infringing and where it is located on the Services;

(4) Information reasonably sufficient to permit Meti to contact you, such as your address, telephone number, and email address;

(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(6) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Meti’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent/ Legal

Materlog, LLC

777 Brickell Ave #500-96209

Miami, FL 33131

Legal@getmeti.com

For clarity, only DMCA notices should go to the Meti, Inc. Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Meti via support@getmeti.com 

6. Acceptable Use Policy and Content Standards.

As part of your use of the Meti Service, you agree not to do any of the following:

(1)   Post, upload, publish, submit or transmit any Member Data or Member-Generated Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, indecent, abusive, hateful, inflammatory, vulgar,  offensive or otherwise objectionable; (v) promotes sexually explicit or pornographic material, or discrimination, bigotry, racism, hatred, harassment or harm against any individual or group including but not limited to race, sex, religion, nationality, disability, sexual orientation, or age; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity;  (vii) promotes illegal or harmful activities or substances or advocates, promotes or assists any unlawful act;  (viii) causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person; (ix) is likely to deceive any person, or impersonate any person, or misrepresent your identity or affiliation with any person or organization; (v) involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; (vi) gives the impression that it emanates from or is endorsed by us or any other person or entity, if this is not the case; or (vii) is, in Meti’s sole discretion, objectionable or exposes Members to harm or liability;

(2)   Use, display, screenshot, copy, upload, transmit, mirror or frame the Meti Service, or any individual element within the Meti Service, Meti’s name, any Meti trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Meti’s express written consent;

(3)   Access, tamper with, or use non-public areas of the Meti Service, Meti’s computer systems, or the technical delivery systems of Meti’s providers, or otherwise attempt to do any of the foregoing;

(4)   Attempt to probe, scan, or test the vulnerability of any Meti system or network or breach any security or authentication measures;

(5)   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Meti Service or staff member of Meti;

(6)   Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Meti or any of Meti’s providers or any other third party (including another user) to protect the Meti Service or Site Content;

(7)   Attempt to access or search the Meti Service or Site Content or download Site Content from the Meti Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Meti or other generally available third party web browsers;

(8)   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Meti Service to the mobile numbers of people you do not know or from whom you have not received consent to such contact);

(9)   Use or disclose any Confidential Information of Meti, except as otherwise explicitly set forth herein.

(10)   Use any meta tags or other hidden text or metadata utilizing an Meti trademark, logo URL or product name without Meti’s express written consent;

(11)   Use the Meti Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;

(12)   Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Meti Service or Site Content to send altered, deceptive or false source-identifying information;

(13)   Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Meti Service or Site Content;

(14)   Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, Trojan horses, worms, logic bombs,  overloading, flooding, spamming, or mail-bombing the Meti Service or otherwise introduce other material that is malicious or technologically harmful;

(15)   Collect or store any personally identifiable information from the Meti Service from other users of the Meti Service without their express written permission or as otherwise provided for in these Terms of Service;

(16)   Impersonate or misrepresent your affiliation with any person or entity;

(17)   Violate any applicable law or regulation;      

(18)   If you are affiliated with a Corporate Member, use the Meti Service or Site Content in violation of such Corporate Member’s data retention or legal hold policies;

(19)   Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Meti or Members, or expose them to liability; or

(20)   Encourage or enable any other individual or entity to do any of the foregoing.

Meti will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Meti may involve and cooperate with law enforcement authorities and other third parties as appropriate in prosecuting or taking other related legal actions regarding Members or other users who violate these Terms of Service or violate laws including intellectual property rights or violations of privacy rights. You acknowledge that Meti has no obligation to monitor your access to or use of the Meti Service, or to review, edit, or delete any Member Data or Member-Generated Content, but it has the right to do so for the purpose of operating the Meti Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.  Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. You further acknowledge and agree that if Meti determines in its sole discretion that your use of the Meti Service is in violation of these Terms of Service, Meti may terminate your use of the Meti Service or restrict your access (temporarily or permanently) to certain features of the Meti Service.  If you print, copy, modify, download, screenshot, post or otherwise use or provide any other person with access to any part of the Meti Service  in breach of the Terms of Service, you must, at our option, return, takedown or destroy any copies, uploads, screenshots, posts, or other disclosures of the materials you have made. Any use of the Meti Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

7. Liability Matters and Indemnification.

PLEASE READ THIS SECTION CAREFULLY, SINCE IT LIMITS THE LIABILITY OF Meti TO YOU. YOUR USE OF THE Meti SERVICE IS AT YOUR OWN RISK.

Disclaimers

THE Meti SERVICE AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Meti EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Meti MAKES NO WARRANTY THAT THE Meti SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Meti MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, Meti SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE Meti SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE Meti SERVICE. Meti DOES NOT WARRANT THE RESULTS OF USE OF THE Meti SERVICE, AND USERS OF THE Meti SERVICE ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. USERS OF THE Meti SERVICE SHOULD NOTE THAT IN USING THE Meti SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURES WHICH ARE NOT UNDER Meti’S CONTROL (SUCH AS THIRD-PARTY SERVERS AND THE INTERNET). Meti MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Meti OR THROUGH THE Meti SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE Meti SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE Meti SERVICE. YOU UNDERSTAND THAT EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SERVICE, Meti DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE Meti SERVICE, NOR DOES Meti MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE Meti SERVICE. Meti MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE Meti SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE Meti SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE Meti SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE Meti SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Third Party Disputes. 

Meti is not affiliated with any other Member, Corporate Member, Supplier, Client, third-party service provider affiliated with your Linked Account, or other third-party service, and any dispute you have with any such third party arising from your use of the Meti Service, including, without limitation, your employer, is directly between you and such third party, and you irrevocably release Meti (and our directors, officers, subsidiaries, affiliates, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Meti will not, and will not attempt, to reverse or otherwise recover any payment or transaction that is subject to a bona fide dispute.

Indemnity

You agree to defend, indemnify, and hold Meti, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Meti Service, or your violation of these Terms of Service, including without limitation any breach of any representations or warranties herein, any infringement by you of Meti’s intellectual property rights, and any claim by a third party that the Member Data or Corporate Member Art infringes such third party’s intellectual property rights.

Meti will defend, indemnify and hold you (and in the case of a Corporate Member, your directors, officers, employees and affiliates) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the Meti Service or any portion thereof infringes any patent, copyright or other intellectual property, proprietary, or other right of any third party.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE Meti SERVICE AND SITE CONTENT REMAINS WITH YOU. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER Meti OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE Meti SERVICE OR SITE CONTENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, Meti SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR Meti SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF Meti SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE Meti SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE Meti SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Meti HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL Meti’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE Meti SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO Meti FOR USE OF THE Meti SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Meti AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Meti CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Meti TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Site, the Terms of Service, or the Meti Service, you will contact us at support@getmeti.com and you and Meti will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.

Binding Arbitration

You and Meti agree that any dispute, claim or controversy arising out of or relating to the Site, the Terms of Service or your use of the Meti Service including the determination of the scope or applicability of this agreement to arbitration (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Meti both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Meti in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver

You and Meti agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Meti both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Meti agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules

Any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Service to arbitrate, shall be determined by arbitration in Miami, Florida before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, except as modified by this “Dispute Resolution’ section. (Please see the JAMS Streamlined Rules and Procedures or call JAMS at 1-800-352-5267).  

Arbitration Process

A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from JAMS’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with JAMS Rules.

Arbitration Location and Procedure

Unless you and Meti agree otherwise, the seat of the arbitration shall be in Miami, Florida. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Meti submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by JAMS Rules. Subject to JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.  

Arbitrator’s Decision and Governing Law

These Terms of Service and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of conflict or choice of law rules.

The parties acknowledge that these Terms of Service evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms of Service shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16) and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the JAMS Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees

Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the JAMS Rules. 

9. Communications.

Communication with Meti

You verify that any contact information provided to Meti, including, but not limited to, your e-mail address, mobile phone number and mailing address (if required) is true and accurate. By providing us with your email address, you agree to receive notices electronically, to that email address. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Meti. You acknowledge that by voluntarily providing your telephone numbers to Meti, you expressly agree to be contacted at the telephone numbers you provide. You consent to receive e-mails, chat messages, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Meti relating to this Agreement, any transaction with Meti, matters related to your Account, and promotions from Meti. These communications may be made by or on behalf of Meti, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Meti will not be responsible for these charges.  Meti will use your primary login credentials (email address and/or mobile phone number, depending on your chosen registration method) to send you operational communications concerning your Account, updates concerning new and existing features on the Meti Service, notifications about product updates and improvements, company and industry news and events, updates from our community, regarding and administering programs that you or the Corporate Member have enrolled in, and communications connecting you with other Members, if applicable.

Recording of Telephone Calls and Screen Contents. 

You understand and agree that Meti may, in its sole discretion, itself or using a third-party service, monitor and record telephone calls between you and its employees, contractors or agents, as well as the contents of your device screen during such telephone calls for purposes of quality control and for Meti’s own protection. If you do not consent to the monitoring and recording of telephone calls by Meti, your only remedy is not to engage with Meti by means of a telephone call.  If you do not consent to the monitoring and recording of the contents of your device screen by Meti, you may decline to share your screen with Meti when your consent is requested in the Meti Service.  

Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Meti Service (“Feedback”). You may submit Feedback by emailing us at support@getmeti.com or through the “Help” section of the Meti Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of Meti and you hereby irrevocably assign to Meti and agree to irrevocably assign to Meti all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Meti’s request and expense, you will execute documents and take such further acts as Meti may reasonably request to assist Meti to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

10.  General Provisions.

Modification

Meti reserves the right, at its sole discretion, to modify, discontinue or terminate the Meti Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Meti Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Meti Service.

Controlling Law and Jurisdiction

This Agreement will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in Miami, Florida for any actions for which the arbitration provision, as set forth in Section 8, does not apply. 

Export Control

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported to, or otherwise used in connection with: (a) any country or territory subject to comprehensive U.S. sanctions (currently, Cuba, Iran, Syria, North Korea, and the Crimea region of Ukraine); or (b) parties owned or controlled directly or indirectly by a person or persons that are (i) the target of U.S. sanctions or restrictive export controls maintained by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State (collectively, “Sanctions”), including parties on the Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Person’s List or Entity List; or (ii) operating, organized, or resident in any United States embargoed country (collectively, a “Prohibited Person”). By using the Application, you represent and warrant that (i) you are not located in a country or territory that is subject to comprehensive U.S. sanctions, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not a Prohibited Person.  You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Accessing and Downloading the Application from App Provider

The following applies to any Application accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

(1) These Terms of Service are concluded between you and Meti only, and not the App Provider. Meti, not the App Provider, is solely responsible for the App Store Sourced Application and content thereof.

(2) The App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(3) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Meti and the App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Meti.

(4) As between Meti and the App Provider, the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(5) In the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Meti and the App Provider, Meti, not the App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.

(6) The App Provider, and the App Provider’s subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

(7) Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Meti and you regarding the Meti Service and Site Content, and these Terms of Service, along with any additional terms referenced herein, including any Statement of Work, if applicable, supersede and replace any and all prior oral or written understandings or agreements between Meti and you regarding the Meti Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Meti’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Meti may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns. 

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Meti (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Survival

In the event that your Account is terminated by you or by Meti for any reason, any licenses granted herein shall terminate, but your obligations described herein under the Sections titled “Fees and Payment,” “Intellectual Property,” “Confidentiality,” “Disclaimers,” “Indemnity,” and “Limitation of Liability,” as set forth herein, as well as any obligations of yours set forth in the Privacy Policy shall survive any termination or expiration of your use of the Meti Service or any agreement, including a Statement of Work, between you and Meti, and you will not be entitled to receive any refunds for any prepaid amounts in the event of any early termination.

General

The failure of Meti to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Meti. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Meti

If you have any questions about these Terms of Service, please contact Meti at support@getmeti.com or 777 Brickell Ave., Miami, FL 33131. You acknowledge and agree that when contacting Meti, whether by email, chat, or otherwise, you will not include any personally identifiable information, other than name and/or contact information, as necessary, in your communications, and that if such information is included in your communications with Meti, Meti will have no legal obligation or liability with regard to such information.