Terms Of Use

Last Updated: 9 March 2025

These Terms of Use (the “Agreement”) is between the entity you represent (“you” “Customer”) and METIS AI Tech Limited (“METIS”). METIS was incorporated as a Private Company under the Companies Law, DIFC Law No. 5 of 2018 and Companies Regulations 2018 on 25-Nov-2024 with registered number 9538. If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Service, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. By accepting this Agreement, you agree to these terms, and you have the legal authority and capacity to enter into this Agreement. If you do not accept and comply with this Agreement, you may not use the Services. All the terms applicable to you or the Customer shall also apply mutatis mutandis to the Authorized Users.

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Definitions:

Any reference in this Agreement to “day” will be a calendar day;
“Affiliate” means in relation to a party, its subsidiaries, and any entity that directly or indirectly controls, is controlled by, or is under common control with that party;
“Authorized Users” those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation;
“Content” means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection;
“Customer Data” means any Content or other data, including all text, sound, video, or image files, or software, that are provided to us by, or on behalf of, you through your use of the Services for use by you or your Authorized Users;
“Documentation” means our user guides, documentation, and help and training materials, as updated from time to time, relating to the Services;
“METIS Software” means METIS software and computer code, provided for provisioning of Services;
“Order Form” means an ordering document specifying the Services to be provided that is entered into between you and us.
“Preview” means preview, beta, or other pre-release versions of the Services or software offered by METIS;
“Services” means METIS’s (i) software and online services, including, but not limited to, software applications, websites, forums, courses, or trainings, (ii) any improvements, updates and patches thereto, and (iii) any associated Documentation (excluding any publicity or marketing materials);
“Submissions” means Content, code, comments, feedback, suggestions, information or materials that you provide via any Services for public access (rather than for your personal use or use by your Authorized Users). Submissions do not include Customer Data;
“Subscription Fees” means the subscription fees payable by the Customer to us for the User Subscriptions;
“User Subscriptions” the user subscriptions purchased by the Customer which entitle Authorized Users to access and use the Services in accordance with this Agreement;
“we” “our” and “us” means METIS Inc. and its Affiliates;
“you” and “your” means the person or entity accepting this Agreement to use the Services.

Services

Manner of use. You may not: (i) reverse engineer, decompile, disassemble or work around technical limitations in the Services; (ii) disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services; (iii) rent, lease, lend, resell, transfer, or sublicense any Services or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Services component; (iv) use the Services for any purpose that is unlawful or prohibited by this Agreement; or (v) use the Services in any manner that could damage, disable, overburden, or impair any METIS Service, or any network connected to any METIS Service, or interfere with any other party’s use and enjoyment of any Services.
Updates. We may make changes to the Services from time to time, including: (i) the availability of features; (ii) how long, how much or how often any given feature may be used; and (iii) feature dependencies upon other Services or software. We shall:

make the Services available to you pursuant to this Agreement, and the applicable Order Forms and Documentation;
use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

planned downtime (of which we shall give advance electronic notice); and
any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), internet service provider failure or delay, or denial of service attack.

Software.

Scope of rights. The METIS Software is the copyrighted works of METIS and its Affiliates and shall not be transferred to the Customer as a result of its use. The right to access METIS Software on any device does not give you any right to implement or use in any way for any purpose, METIS intellectual property, including patents or other intellectual property in software or devices that access that software.
Our Ownership. Subject to the limited usage rights expressly granted in this Agreement, we and our licensors reserve all right, title, and interest in and to the Service, including all related patent, copyright, trade secret, trademark, and other intellectual property rights, including improvements thereof. Our ownership includes any suggestions, ideas, enhancement requests, feedback, or recommendations you may provide relating to the Services (“Feedback”), and you hereby assign to us all right, title and interest in your Feedback and all intellectual property rights therein.
Third party software. You are solely responsible for any third-party software that you install, connect, or use with the Services. We will not run or make any copies of such third-party software outside of our relationship with you. You may only install or use any third-party software with any Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third-party software. We do not grant any licenses or rights, express or implied, to such third-party software.
Open-Source software as part of the Service. If Services use or distribute any third-party software with open-source software license terms (“Open Source”), then such Open Source is licensed to you by METIS solely to allow you to interact with Services under terms of this Agreement. Copies of those applicable Open-Source licenses and any other notices, if any, are included for your information only.

METIS Content.

All METIS Content is the copyrighted work of METIS or its suppliers and is governed by the terms of the license agreement that accompanies or is included with the METIS Content.

Software Use

Any software provided by us to you as part of the Services is subject to this Agreement. If you comply with this Agreement, we grant you the right to use one copy of the software per device on a worldwide basis for use by only one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code. You are not getting a license to any software programs, but only the right to access and use the Service in accordance with this Agreement. No rights are granted to you other than as expressly set forth in this Agreement. METIS reserves all rights to the software not expressly granted by METIS, whether by implication, estoppel, or otherwise. You may not:

circumvent or bypass any technological protection measures in or relating to the software or Services;
disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services;
separate components of the METIS Software or Services for use on different devices;
publish, copy, rent, lease, sell, export, import, distribute, or lend the METIS Software or the Services, unless METIS expressly authorizes you to do so;
transfer the METIS Software, any software licenses, or any rights to access or use the Services;
use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network; or
enable access to the Services by unauthorized third-party applications.

Security, Privacy, and Customer Data.

Security. We maintain technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.
Privacy and data location. We treat Customer Data in accordance with the terms herein and our privacy policy that is enclosed with the policy. We may transfer to, store, and process Customer Data in any country where we or our Affiliates or subcontractors operate. You will obtain any necessary consent or rights from end users or others whose data or personal information or other data you will be hosting in the Services.
Ownership of Customer Data. As between the parties, you retain all right, title and interest in and to Customer Data. We acquire no rights in Customer Data other than as described in this Agreement.
Rights to Provide Customer Data. You are solely responsible for your Customer Data. You hereby grant us a worldwide license to host, copy, manipulate, transmit, and display your Customer Data as necessary for us to provide the Services in accordance with this Agreement, and for us to use your Customer Data on an anonymized basis to improve our products and services. We may retain your Customer Data following termination of this Agreement. We acquire no other right, title, or interest under this Agreement in or to your Customer Data. We do not assume any additional obligations that may apply to Customer Data except as required by applicable law. You will defend us against any claims made by a third party that any Customer Data you provide directly or indirectly in using the Services infringe the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret.
Use of Customer Data. The Services transmit Customer Data to us, including usage and performance data, and diagnostic logs. We will use Customer Data to provide the Services. This use may include troubleshooting to prevent, find and fix problems with the operation of the Services and ensuring compliance with this Agreement. It may also include: providing you with suggestions to help you discover and use functionality within the Services; improving the features of our Services; and otherwise use patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services.
Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any expectation of a data retention period. We have no additional obligation to continue to hold, export, or return Customer Data and shall have no liability whatsoever for deletion of Customer Data pursuant to this Agreement.
Third party requests of Customer Data. We will not disclose Customer Data to a third party except as you direct or unless required by law. We will ask any third-party demanding access to your Customer Data to contact you directly using your basic contact information. We will notify you and provide a copy of the demand unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of Services.
Subcontractors. We may hire third parties to provide some services on our behalf. Any such subcontractors will be permitted to obtain Customer Data to deliver the services we have retained them to provide.
Compliance with law. We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to METIS. You will comply with all laws applicable to your Customer Data, and use of the Services, including any laws applicable to you or your industry.
Claims of infringement. We will inform you if we receive notice claiming that your usage of the Services infringes a third party’s intellectual property rights, and in such instances we may provide your basic contact information to the third party. You will promptly respond to such complaints.

CONFIDENTIALITY

Definitions. “Confidential Information” means all information disclosed by a party (the “Discloser”) to the other party (the “Recipient”), whether verbally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Representatives” means a party’s directors, officers, employees, advisors (including financial advisors, counsel, and accountants), agents, or controlling persons. Your Confidential Information includes Customer Data; our Confidential Information includes the Service; and Confidential Information of each party includes the confidential terms of all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes of the Discloser.
Protection of Confidential Information. The Recipient shall:

use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care);
not use any Confidential Information for any purpose outside the scope of this Agreement; and
except as otherwise authorized by the Discloser in writing, limit access to Confidential Information to those of its Representatives who need that access for purposes consistent with this Agreement and who have confidentiality obligations no less stringent than those in this Agreement.

Neither party shall disclose the confidential terms of this Agreement to any third party other than its Representatives without the other party’s prior written consent. The acts and omissions of a party’s Representatives are deemed the acts and omissions of that party under this Agreement.

Exceptions. Except for personally identifiable information, the Recipient has no obligations under Section ‎7.2 (Protection of Confidential Information) with respect to any Confidential Information if it:

is or becomes generally known, or readily ascertainable by proper means, by the public other than through a breach of this Agreement by the Recipient;
was known by the Recipient before it is disclosed to the Recipient by the Discloser as evidenced by Recipient’s written records;
is developed independently by the Recipient in a manner that does not rely on the Confidential Information; or
is disclosed to the Recipient by a third party not subject to any nondisclosure obligations with respect to the Confidential Information.

Compelled Disclosure. If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or other governmental agency, the Recipient shall:

immediately notify the Discloser of the existence, terms, and circumstances surrounding the request;
consult with the Discloser on the advisability of taking legally available steps to resist or narrow the request; and
if disclosure is required, cooperate with the Discloser at the Discloser’s expense in obtaining an order or other reliable assurance that confidential treatment will be accorded to the portion of the information as the Discloser may designate.

Customer accounts, customer conduct, identity services, and feedback.

Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You must be the age of consent or older to create an account. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.
Responsibility for your accounts. You are responsible for any and all activities that occur under your account; maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.
By agreeing to this Agreement, you’re agreeing that, when using the Services, you will follow these rules:

you will comply with all applicable laws.
Not send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security Numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit.
Not publicly display or use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity) or your Content or material that does not comply with local laws or regulations.
Not engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretences, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments) or libelous or defamatory.
Not circumvent any restrictions on access to or availability of the Services.
Not engage in activity that is harmful to you, the Services or others (e.g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others).
Not infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of Bing maps, or photographs).
Not engage in activity that violates the privacy or data protection rights of others.
Not help others break these rules.

Enforcement. If you violate this Agreement, we may, in our sole discretion, stop providing Services to you or we may close your METIS account. We may also block delivery of a communication (like email, file sharing or instant message) to or from the Services in an effort to enforce this Agreement, or we may remove or refuse to publish your Content for any reason. When investigating alleged violations of this Agreement, METIS reserves the right to review your Content in order to resolve the issue, and you hereby authorize such review.
Identity usage across Services. We may provide Services that supplement METIS Software and rely upon your user account or other identity mechanism. We may use this information to identify you and authorize access to METIS Content, METIS Software, and other resources across the Services.
Services accessible only to invited customers. Elements of the Services may be accessible to you on an invitation only basis, for example as part of a program for using pre-release Services and providing Feedback to us. Those Services are Confidential Information of METIS. You may not disclose this Confidential Information.
Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them:

Charges. You agree to pay that Subscription Fee for each Authorized User in the currency specified. The price stated for the Services excludes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges. METIS calculates taxes based on the address associated with your billing information. You are responsible for ensuring that this address is up to date and accurate. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its Content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit METIS to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
Billing. By providing METIS with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize METIS to charge you for the Services or available content using your payment method; and (iii) authorize METIS to charge you for any paid feature of the Services you choose to sign up for or use while this Agreement is in force. We will bill you in advance or on a recurring basis for subscription Services.
Recurring Payments. When you purchase the Services on a subscription basis (in this case annually), you agree that you are authorizing recurring payments, and payments will be made to METIS by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by METIS. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing METIS to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, “Electronic Payments”). Subscription Fees are charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, METIS or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
Refund Policy. Unless otherwise provided by law or the terms of a particular Service offer, all purchases are non-cancellable and non-refundable.

Term, termination, and suspension.

Agreement term and termination. This Agreement commences on the effective date of the first Order Form, or upon online acceptance of this Agreement, whichever is earlier, and continues until all subscriptions have expired or have been terminated. You may terminate this Agreement at any time by deleting your profile. Upon termination of this Agreement your contact information and preferences will be removed and your optional free subscription to Services obtained under this Agreement will end.
Regulatory. In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.
Suspension or Termination. We may suspend or terminate your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you violate this Agreement; or (4) we suspect fraud.

Disclaimer of Warranties; Indemnity.

METIS AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
METIS DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, METIS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
You agree to defend, indemnify, and hold harmless METIS, its parents, subsidiaries, and Affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses (including but not limited to attorneys’ fees and expenses), arising out of your account’s:

misuse of or non-compliant access to the Services; and
infringement by you, or any third party using your account, of any intellectual property rights or other right of any person or entity.

We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defences.

Limitation of liability.

Our total aggregate liability to you, whether based on an action or claim in contract, tort (including but not limited to negligence), breach of statutory duty or otherwise arising out of, or in connection with, this Agreement, or the Services, will be limited to the total amount paid by the Customer for the Services in the 12 months preceding the claim, unless and to the extent otherwise mandatorily required by applicable law.
NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
You shall maintain sufficient insurance coverage to enable you to meet your obligations created by this Agreement and by law.

Miscellaneous.

No additional rights granted. We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.
Assignment. Neither party shall transfer, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other party’s prior written consent, except that we may transfer this Agreement, together with all of its rights and duties under this Agreement, to a successor entity if we are acquired, whether by equity or asset purchase, merger, corporate restructuring, or reorganization, or the like. Any purported transfer or assignment in violation of this section is void.
Severability. Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any relevant jurisdiction, then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.
Waiver. No failure or delay by either party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
No agency. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.
No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
Applicable law and venue.

This Agreement, its subject matter and formation, and any non-contractual rights or obligations arising out of or in connection with this Agreement, are governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including but not limited to the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations (each a “Dispute”) shall first be subject to good faith discussion between the parties. If the parties, acting in good faith, fail to reach such settlement within forty five (45) calendar days, the Dispute shall be finally settled in accordance with the rules of the London Court of International Arbitration (“LCIA”) (which rules are deemed incorporated by reference herein). The arbitration shall be conducted by an arbitration tribunal consisting of three arbitrators. Each party shall have the right to appoint one arbitrator. The arbitration shall take place in the English language and the seat of arbitration shall be DIFC, Dubai, United Arab Emirates.
Judgment for any award rendered may be entered in any court having jurisdiction or an application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. Nothing in this clause shall preclude any party from seeking provisional measures to secure its rights from any court having jurisdiction or where any assets of the other party may be found. The arbitration proceedings contemplated by this clause and the content of any award rendered in connection with such proceeding shall be kept confidential by the parties.

Entire Agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
Survival. Upon termination, all provisions of this Agreement will cease to apply with the exception of those which, by their nature, should survive termination and such surviving provisions include but are not limited to IP ownership provisions, warranty disclaimers, and limitations of liability.
Force majeure. In the event of any failure or delay in the performance of our obligations resulting from acts or circumstances not reasonably within our control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, or the breakdown, failure or malfunction of any telecommunications or computer service, except for our own systems, we shall have no liability for any loss or any opportunity lost as a result of the above failure or delay.
Modifications. We may amend the Agreement from time to time in our sole discretion, for instance when we update the nature of our Services. We will seek to inform all users of any material changes to the Agreement, such as through a notice on the website, however, you should look at the Agreement regularly to review the most up-to-date version. We will also update the “Last Updated” date at the top of the Agreement. Your continued access to or use of any of the Services after the date of the new Agreement constitutes your acceptance of the new Agreement.
Notices and procedure for making claims of copyright infringement. We respect the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting at info@metisesg.ai.

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Last Updated: 9 March 2025

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Definitions:

Any reference in this Agreement to “day” will be a calendar day;
“Affiliate” means in relation to a party, its subsidiaries, and any entity that directly or indirectly controls, is controlled by, or is under common control with that party;
“Authorized Users” those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation;
“Content” means documents, photographs, videos, and other graphical, textual, or audio-visual content that may be subject to copyright protection;
“Customer Data” means any Content or other data, including all text, sound, video, or image files, or software, that are provided to us by, or on behalf of, you through your use of the Services for use by you or your Authorized Users;
“Documentation” means our user guides, documentation, and help and training materials, as updated from time to time, relating to the Services;
“METIS Software” means METIS software and computer code, provided for provisioning of Services;
“Order Form” means an ordering document specifying the Services to be provided that is entered into between you and us.
“Preview” means preview, beta, or other pre-release versions of the Services or software offered by METIS;
“Services” means METIS’s (i) software and online services, including, but not limited to, software applications, websites, forums, courses, or trainings, (ii) any improvements, updates and patches thereto, and (iii) any associated Documentation (excluding any publicity or marketing materials);
“Submissions” means Content, code, comments, feedback, suggestions, information or materials that you provide via any Services for public access (rather than for your personal use or use by your Authorized Users). Submissions do not include Customer Data;
“Subscription Fees” means the subscription fees payable by the Customer to us for the User Subscriptions;
“User Subscriptions” the user subscriptions purchased by the Customer which entitle Authorized Users to access and use the Services in accordance with this Agreement;
“we” “our” and “us” means METIS Inc. and its Affiliates;
“you” and “your” means the person or entity accepting this Agreement to use the Services.

Services

Manner of use. You may not: (i) reverse engineer, decompile, disassemble or work around technical limitations in the Services; (ii) disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services; (iii) rent, lease, lend, resell, transfer, or sublicense any Services or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Services component; (iv) use the Services for any purpose that is unlawful or prohibited by this Agreement; or (v) use the Services in any manner that could damage, disable, overburden, or impair any METIS Service, or any network connected to any METIS Service, or interfere with any other party’s use and enjoyment of any Services.
Updates. We may make changes to the Services from time to time, including: (i) the availability of features; (ii) how long, how much or how often any given feature may be used; and (iii) feature dependencies upon other Services or software. We shall:

make the Services available to you pursuant to this Agreement, and the applicable Order Forms and Documentation;
use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

planned downtime (of which we shall give advance electronic notice); and
any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving Our employees), internet service provider failure or delay, or denial of service attack.

Software.

Scope of rights. The METIS Software is the copyrighted works of METIS and its Affiliates and shall not be transferred to the Customer as a result of its use. The right to access METIS Software on any device does not give you any right to implement or use in any way for any purpose, METIS intellectual property, including patents or other intellectual property in software or devices that access that software.
Our Ownership. Subject to the limited usage rights expressly granted in this Agreement, we and our licensors reserve all right, title, and interest in and to the Service, including all related patent, copyright, trade secret, trademark, and other intellectual property rights, including improvements thereof. Our ownership includes any suggestions, ideas, enhancement requests, feedback, or recommendations you may provide relating to the Services (“Feedback”), and you hereby assign to us all right, title and interest in your Feedback and all intellectual property rights therein.
Third party software. You are solely responsible for any third-party software that you install, connect, or use with the Services. We will not run or make any copies of such third-party software outside of our relationship with you. You may only install or use any third-party software with any Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third-party software. We do not grant any licenses or rights, express or implied, to such third-party software.
Open-Source software as part of the Service. If Services use or distribute any third-party software with open-source software license terms (“Open Source”), then such Open Source is licensed to you by METIS solely to allow you to interact with Services under terms of this Agreement. Copies of those applicable Open-Source licenses and any other notices, if any, are included for your information only.

METIS Content.

All METIS Content is the copyrighted work of METIS or its suppliers and is governed by the terms of the license agreement that accompanies or is included with the METIS Content.

Software Use

Any software provided by us to you as part of the Services is subject to this Agreement. If you comply with this Agreement, we grant you the right to use one copy of the software per device on a worldwide basis for use by only one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code. You are not getting a license to any software programs, but only the right to access and use the Service in accordance with this Agreement. No rights are granted to you other than as expressly set forth in this Agreement. METIS reserves all rights to the software not expressly granted by METIS, whether by implication, estoppel, or otherwise. You may not:

circumvent or bypass any technological protection measures in or relating to the software or Services;
disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services;
separate components of the METIS Software or Services for use on different devices;
publish, copy, rent, lease, sell, export, import, distribute, or lend the METIS Software or the Services, unless METIS expressly authorizes you to do so;
transfer the METIS Software, any software licenses, or any rights to access or use the Services;
use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network; or
enable access to the Services by unauthorized third-party applications.

Security, Privacy, and Customer Data.

Security. We maintain technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction.
Privacy and data location. We treat Customer Data in accordance with the terms herein and our privacy policy that is enclosed with the policy. We may transfer to, store, and process Customer Data in any country where we or our Affiliates or subcontractors operate. You will obtain any necessary consent or rights from end users or others whose data or personal information or other data you will be hosting in the Services.
Ownership of Customer Data. As between the parties, you retain all right, title and interest in and to Customer Data. We acquire no rights in Customer Data other than as described in this Agreement.
Rights to Provide Customer Data. You are solely responsible for your Customer Data. You hereby grant us a worldwide license to host, copy, manipulate, transmit, and display your Customer Data as necessary for us to provide the Services in accordance with this Agreement, and for us to use your Customer Data on an anonymized basis to improve our products and services. We may retain your Customer Data following termination of this Agreement. We acquire no other right, title, or interest under this Agreement in or to your Customer Data. We do not assume any additional obligations that may apply to Customer Data except as required by applicable law. You will defend us against any claims made by a third party that any Customer Data you provide directly or indirectly in using the Services infringe the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret.
Use of Customer Data. The Services transmit Customer Data to us, including usage and performance data, and diagnostic logs. We will use Customer Data to provide the Services. This use may include troubleshooting to prevent, find and fix problems with the operation of the Services and ensuring compliance with this Agreement. It may also include: providing you with suggestions to help you discover and use functionality within the Services; improving the features of our Services; and otherwise use patterns, trends, and other statistical data derived from Customer Data to provide, operate, maintain, and improve our products and services.
Customer Data return and deletion. You may delete your Customer Data at any time. If you terminate your account we may delete Customer Data immediately without any expectation of a data retention period. We have no additional obligation to continue to hold, export, or return Customer Data and shall have no liability whatsoever for deletion of Customer Data pursuant to this Agreement.
Third party requests of Customer Data. We will not disclose Customer Data to a third party except as you direct or unless required by law. We will ask any third-party demanding access to your Customer Data to contact you directly using your basic contact information. We will notify you and provide a copy of the demand unless legally prohibited. You are responsible for responding to requests by a third party regarding your use of Services.
Subcontractors. We may hire third parties to provide some services on our behalf. Any such subcontractors will be permitted to obtain Customer Data to deliver the services we have retained them to provide.
Compliance with law. We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but not including any laws applicable to you or your industry that are not generally applicable to METIS. You will comply with all laws applicable to your Customer Data, and use of the Services, including any laws applicable to you or your industry.
Claims of infringement. We will inform you if we receive notice claiming that your usage of the Services infringes a third party’s intellectual property rights, and in such instances we may provide your basic contact information to the third party. You will promptly respond to such complaints.

CONFIDENTIALITY

Definitions. “Confidential Information” means all information disclosed by a party (the “Discloser”) to the other party (the “Recipient”), whether verbally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Representatives” means a party’s directors, officers, employees, advisors (including financial advisors, counsel, and accountants), agents, or controlling persons. Your Confidential Information includes Customer Data; our Confidential Information includes the Service; and Confidential Information of each party includes the confidential terms of all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes of the Discloser.
Protection of Confidential Information. The Recipient shall:

use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care);
not use any Confidential Information for any purpose outside the scope of this Agreement; and
except as otherwise authorized by the Discloser in writing, limit access to Confidential Information to those of its Representatives who need that access for purposes consistent with this Agreement and who have confidentiality obligations no less stringent than those in this Agreement.

Exceptions. Except for personally identifiable information, the Recipient has no obligations under Section ‎7.2 (Protection of Confidential Information) with respect to any Confidential Information if it:

is or becomes generally known, or readily ascertainable by proper means, by the public other than through a breach of this Agreement by the Recipient;
was known by the Recipient before it is disclosed to the Recipient by the Discloser as evidenced by Recipient’s written records;
is developed independently by the Recipient in a manner that does not rely on the Confidential Information; or
is disclosed to the Recipient by a third party not subject to any nondisclosure obligations with respect to the Confidential Information.

Compelled Disclosure. If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or other governmental agency, the Recipient shall:

immediately notify the Discloser of the existence, terms, and circumstances surrounding the request;
consult with the Discloser on the advisability of taking legally available steps to resist or narrow the request; and
if disclosure is required, cooperate with the Discloser at the Discloser’s expense in obtaining an order or other reliable assurance that confidential treatment will be accorded to the portion of the information as the Discloser may designate.

Customer accounts, customer conduct, identity services, and feedback.

Account creation. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You must be the age of consent or older to create an account. You may not select an account user name or identifier that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. We reserve the right to reject and/or reassign these user names and Service identifiers in our sole discretion.
Responsibility for your accounts. You are responsible for any and all activities that occur under your account; maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services; and promptly notifying our customer support team about any possible misuse of your accounts or authentication credentials, or any security incident related to the Services.
By agreeing to this Agreement, you’re agreeing that, when using the Services, you will follow these rules:

you will comply with all applicable laws.
Not send spam or engage in phishing. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security Numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit.
Not publicly display or use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity) or your Content or material that does not comply with local laws or regulations.
Not engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretences, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments) or libelous or defamatory.
Not circumvent any restrictions on access to or availability of the Services.
Not engage in activity that is harmful to you, the Services or others (e.g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others).
Not infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of Bing maps, or photographs).
Not engage in activity that violates the privacy or data protection rights of others.
Not help others break these rules.

Enforcement. If you violate this Agreement, we may, in our sole discretion, stop providing Services to you or we may close your METIS account. We may also block delivery of a communication (like email, file sharing or instant message) to or from the Services in an effort to enforce this Agreement, or we may remove or refuse to publish your Content for any reason. When investigating alleged violations of this Agreement, METIS reserves the right to review your Content in order to resolve the issue, and you hereby authorize such review.
Identity usage across Services. We may provide Services that supplement METIS Software and rely upon your user account or other identity mechanism. We may use this information to identify you and authorize access to METIS Content, METIS Software, and other resources across the Services.
Services accessible only to invited customers. Elements of the Services may be accessible to you on an invitation only basis, for example as part of a program for using pre-release Services and providing Feedback to us. Those Services are Confidential Information of METIS. You may not disclose this Confidential Information.
Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them:

Charges. You agree to pay that Subscription Fee for each Authorized User in the currency specified. The price stated for the Services excludes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges. METIS calculates taxes based on the address associated with your billing information. You are responsible for ensuring that this address is up to date and accurate. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its Content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location. Depending on your location, some transactions might require foreign currency conversion or be processed in another country. Your bank might charge you additional fees for those services when you use a debit or credit card. Please contact your bank for details.
Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. Additionally, you agree to permit METIS to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
Billing. By providing METIS with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize METIS to charge you for the Services or available content using your payment method; and (iii) authorize METIS to charge you for any paid feature of the Services you choose to sign up for or use while this Agreement is in force. We will bill you in advance or on a recurring basis for subscription Services.
Recurring Payments. When you purchase the Services on a subscription basis (in this case annually), you agree that you are authorizing recurring payments, and payments will be made to METIS by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by METIS. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing METIS to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, “Electronic Payments”). Subscription Fees are charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, METIS or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
Refund Policy. Unless otherwise provided by law or the terms of a particular Service offer, all purchases are non-cancellable and non-refundable.

Term, termination, and suspension.

Agreement term and termination. This Agreement commences on the effective date of the first Order Form, or upon online acceptance of this Agreement, whichever is earlier, and continues until all subscriptions have expired or have been terminated. You may terminate this Agreement at any time by deleting your profile. Upon termination of this Agreement your contact information and preferences will be removed and your optional free subscription to Services obtained under this Agreement will end.
Regulatory. In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.
Suspension or Termination. We may suspend or terminate your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you violate this Agreement; or (4) we suspect fraud.

Disclaimer of Warranties; Indemnity.

METIS AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
METIS DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, METIS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
You agree to defend, indemnify, and hold harmless METIS, its parents, subsidiaries, and Affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses (including but not limited to attorneys’ fees and expenses), arising out of your account’s:

misuse of or non-compliant access to the Services; and
infringement by you, or any third party using your account, of any intellectual property rights or other right of any person or entity.

Limitation of liability.

Our total aggregate liability to you, whether based on an action or claim in contract, tort (including but not limited to negligence), breach of statutory duty or otherwise arising out of, or in connection with, this Agreement, or the Services, will be limited to the total amount paid by the Customer for the Services in the 12 months preceding the claim, unless and to the extent otherwise mandatorily required by applicable law.
NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.
These limitations on our liability to you shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
You shall maintain sufficient insurance coverage to enable you to meet your obligations created by this Agreement and by law.

Miscellaneous.

No additional rights granted. We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.
Assignment. Neither party shall transfer, by operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other party’s prior written consent, except that we may transfer this Agreement, together with all of its rights and duties under this Agreement, to a successor entity if we are acquired, whether by equity or asset purchase, merger, corporate restructuring, or reorganization, or the like. Any purported transfer or assignment in violation of this section is void.
Severability. Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any relevant jurisdiction, then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Agreement and, where permissible, shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Agreement.
Waiver. No failure or delay by either party in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
No agency. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.
No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.
Applicable law and venue.

This Agreement, its subject matter and formation, and any non-contractual rights or obligations arising out of or in connection with this Agreement, are governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including but not limited to the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations (each a “Dispute”) shall first be subject to good faith discussion between the parties. If the parties, acting in good faith, fail to reach such settlement within forty five (45) calendar days, the Dispute shall be finally settled in accordance with the rules of the London Court of International Arbitration (“LCIA”) (which rules are deemed incorporated by reference herein). The arbitration shall be conducted by an arbitration tribunal consisting of three arbitrators. Each party shall have the right to appoint one arbitrator. The arbitration shall take place in the English language and the seat of arbitration shall be DIFC, Dubai, United Arab Emirates.
Judgment for any award rendered may be entered in any court having jurisdiction or an application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. Nothing in this clause shall preclude any party from seeking provisional measures to secure its rights from any court having jurisdiction or where any assets of the other party may be found. The arbitration proceedings contemplated by this clause and the content of any award rendered in connection with such proceeding shall be kept confidential by the parties.

Entire Agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
Survival. Upon termination, all provisions of this Agreement will cease to apply with the exception of those which, by their nature, should survive termination and such surviving provisions include but are not limited to IP ownership provisions, warranty disclaimers, and limitations of liability.
Force majeure. In the event of any failure or delay in the performance of our obligations resulting from acts or circumstances not reasonably within our control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, or the breakdown, failure or malfunction of any telecommunications or computer service, except for our own systems, we shall have no liability for any loss or any opportunity lost as a result of the above failure or delay.
Modifications. We may amend the Agreement from time to time in our sole discretion, for instance when we update the nature of our Services. We will seek to inform all users of any material changes to the Agreement, such as through a notice on the website, however, you should look at the Agreement regularly to review the most up-to-date version. We will also update the “Last Updated” date at the top of the Agreement. Your continued access to or use of any of the Services after the date of the new Agreement constitutes your acceptance of the new Agreement.
Notices and procedure for making claims of copyright infringement. We respect the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting at info@metisesg.ai.

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