Terms of Use
Last updated: 29 October 2025
This Agreement governs Your acquisition and use of Our Services. By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing an Order Form that references this Agreement, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind that entity to this Agreement, in which case the terms “You” or “Your” will refer to the entity. If You do not have this authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use Our Services. If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail, except where an Order Form executed by Us explicitly references a clause in this Agreement, indicating that a specific provision in the Order Form shall override the identified clause of this Agreement.
1. DEFINITIONS
“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;
“Agreement” means this Terms of Service document and one or more executed Order Forms.
“Applicable Law” means all laws, statutes, regulations, principles, guidelines, orders, directives, and rules applicable to Us or You and Your access to, and use of, the Services including data protection legislation.
“Beta Service” means a service of Ours that is not generally available to customers.
“Documentation” means Our user guides, documentation, and help and training materials, as updated from time to time, relating to the Service.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses.
“Order Form” means an ordering document specifying the Service, Product Support, and any Professional Services to be provided that is entered into between You and Us.
“Parties” means Us, and You.
“Party” means Us, or You, as applicable.
“Product Support” means the support services described in the Order Form.
“Professional Services” means the implementation, integration, or other professional services, if any, described in an Order Form or otherwise provided by Us.
“Service” means the products and services that are ordered by You and made available online by Us, including any associated offline components, as described in the Documentation and Order Form. The “Service” does not include the Professional Services or Product Support.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors, and agents.
“We,” “Us,” “Our,” or “Metis” means METIS AI Tech Limited – CL9538 and its Affiliates.
“Your Data” means all electronic data and information submitted by or for You through the Service or collected and processed by or for You using the Service.
2. OUR RESPONSIBILITIES
2.1 We shall:(a) make the Service available to You pursuant to this Agreement, and the applicable Order Forms and Documentation;(b) provide applicable Product Support at no additional charge, and Professional Services if purchased;(c) use commercially reasonable efforts to make the online Service available 24 hours a day, 7 days a week, except for:(i) planned downtime (of which We shall give advance electronic notice); and(ii) 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 labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack,(d) provide the Service in accordance with Applicable Laws (i.e., without regard for Your particular use of the Service), and subject to Your and Users’ use of the Service in accordance with this Agreement, the Documentation and the applicable Order Form. We make no guarantees as to the continuous availability of the Service or of any specific feature of the Service since: (1) it is hosted by third parties; and (2) it interoperates with products from third parties, including web browsers.
2.2 We will receive, process, store, use, and transmit Your Data in accordance with Our privacy policy posted here or such other location as We may notify You in writing. The privacy policy may be amended from time to time, and it is Your responsibility to regularly review such privacy policy. Your continued use of the Service following any change to the privacy policy will constitute Your agreement to be bound by the revised terms of the privacy policy.
2.3 We shall be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
2.4 Beta Service.(a) From time to time, We may invite You to try a Beta Service at no charge. You may accept or decline any such Beta Service in Your sole discretion. A Beta Service will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import.(b) A Beta Service is for evaluation purposes only and not for production use, is not considered a “Service” under this Agreement (except that the provisions of Clause 3 applicable to the Service are also applicable to the Beta Service), is not supported, and may be subject to additional terms.(c) Unless otherwise stated, any Beta Service trial period will expire upon the earlier of three (3) months after the trial start date or the date that a production version of the Beta Service becomes generally available.(d) We may discontinue a Beta Service at any time in Our sole discretion and may never make it generally available. We will have no liability for any harm or damage related to use of a Beta Service.
2.5 Free Trial.(a) If You register for a free trial, We will make a Service available to You on a trial basis free of charge until the earlier of:(i) the end of the free trial period for which You registered to use the applicable Service (not to exceed thirty (30) days);(ii) the start date of any purchased Service ordered by You; or(iii) termination by Us in Our sole discretion.Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Any data You enter into the Service, and any customizations made to the Service by or for You, during the free trial will be permanently lost unless You purchase a subscription to the same Service as those covered by the trial, purchase applicable upgraded Services, or export such data, before the end of the trial period. (b) Notwithstanding Clause 8 (Warranties and Disclaimers), during the free trial the Service is provided “as-is” and “as-available” without any warranty and We will have no liability of any type with respect to the Service for the free trial period unless such exclusion of liability is not enforceable under Applicable Law in which case Our liability with respect to the Services provided during the free trial shall not exceed $100. Without limiting the foregoing, We and any other licensors do not represent or warrant that:(i) Your use of the Service during the free trial period will meet Your requirements;(ii) Your use of the Service during the free trial period will be uninterrupted, timely, secure or free from error; and(iii) usage data provided during the free trial period will be accurate. (c) You shall review the applicable Service Documentation during the trial period to become familiar with the features and functions of the Service before making a purchase.
3. USE OF THE SERVICE
3.1 Your Responsibilities. You shall:(a) be responsible for Users’ compliance with this Agreement and liable for all uses of the Services and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement;(b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data;(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Us promptly of any unauthorized access or use;(d) use commercially reasonable efforts to make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Services, and cause Users to comply with such provisions;(e) use the Service only in accordance with this Agreement and Applicable Laws and government regulations; and(f) not publicly disseminate information regarding the Service.
3.2 Usage Restrictions. You shall not:(a) use the Services for any purposes beyond the scope of the access granted in this Agreement or make the Service available to anyone other than Your Users, or use the Service for the benefit of any party other than You;(b) sell, resell, license, sublicense, distribute, rent, lease, lend, assign, publish, transfer, or otherwise make available the Services or Documentation, or include the Service in a service bureau or outsourcing offering;(c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material;(d) use the Service to store or transmit material in violation of third-party privacy rights, or in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law;(e) use the Service to store or transmit Malicious Code;(f) interfere with or disrupt the integrity or performance of the Service or third-party data contained in the Service;(g) attempt to gain unauthorized access to the Service or its related systems or networks;(h) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part, or copy the Service or any part, feature, function, software code, or user interface thereof, other than as reasonably needed in connection with Your permitted use of the Service;(j) frame or mirror any part of the Service;(k) access the Service in order to build a competitive product or service;(l) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;(m) use the Service for any benchmarking purposes or for personal, family, or home purposes, other than bona fide business transactions in Your ordinary course of business;(n) download, read, display, copy, modify, or transmit any program code or documentation comprising an internal part of the Service;(o) remove any proprietary notices from the Services or Documentation; or(p) use the Services to benefit an individual, organization, country, or territory that has been sanctioned under Applicable Law.
3.3 To the extent that We require a password to access the Service, or any portion of Our website, You shall (and shall require all Users to) keep all passwords and API keys provided by Us safe and secure, and You shall be responsible for all use of the Service using passwords or API keys issued to You and Users. Access credentials may not be shared. You shall:(a) provide Us with accurate, complete, and up to date information;(b) update Your information to keep it accurate, current and complete; and(c) comply with this Agreement.
3.4 Failure to provide accurate information constitutes a breach of this Agreement, which may result in immediate termination of Your right to access the Service. Furthermore, You shall not:(a) give Your password to any unauthorized person;(b) use the Service as the agent of a third party;(c) allow any unauthorized party to use Your account;(d) sell or transfer Your use of or access to the Service or permit anyone else whose account was suspended or terminated to use the Service through Your username or password; or(e) select a username that impersonates someone else, is intended to disguise the User’s identity, is or may be illegal, may be protected by trademark or other proprietary rights, is vulgar or offensive, or may cause confusion. We reserve the right to reject any username in Our sole discretion.
3.5 If any User ceases to be Your authorized User, then You shall immediately delete that person’s access credentials and otherwise terminate that person’s access to the Service. If any security breach or unauthorized use of Your account occurs, You shall notify Us immediately in writing or via email. We will not be liable for any loss You incur as a result of someone else using Your password and account with or without Your permission.
3.6 Certification and Audit Rights.(a) On Our written request, You shall provide a signed certification:(i) verifying that the Service is being used in accordance with the terms of this Agreement; and(ii) listing the locations where the Service is accessed.You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of this Agreement and for two (2) years after its termination or expiration, to accurately determine amounts due. We may, at Our expense and with reasonable prior notice, periodically inspect and audit Your records related to this Agreement. If an audit reveals underpayment, You shall promptly pay the necessary amounts to rectify it, along with penalties as per Clause 4.4. You will also cover the audit costs if underpayment is found. Our inspection and auditing rights extend throughout the term of the Agreement and for two (2) years post-termination or expiration. Audits will be conducted during business hours and will not unreasonably interfere with Your business activities. You shall provide all reasonable assistance and information requested to verify compliance with this Agreement.
3.7 Suspension. Notwithstanding anything to the contrary in this Agreement, We may temporarily suspend Your and any User’s access to any portion or all of the Services if:(a) We reasonably determine that:(i) there is a threat or attack on any of Our intellectual property;(ii) Your or any User’s use of Our Services disrupts or poses a security risk to Our Services or to any other customer or vendor of Ours;(iii) You, or any User, are using Our Services for fraudulent or illegal activities;(iv) subject to Applicable Law, You have ceased to continue Your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or(v) Our provision of the Services to You or any User is prohibited by Applicable Law;(b) any vendor of Ours has suspended or terminated Our access to or use of any third-party services or products required to enable You to access the Services;(c) in accordance with Clause 4.5 or Clause 5.4;(d) for a breach of Clause 3.2,(any such suspension described in subclause (a), (b), (c), or (d) a “Service Suspension”). We shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Services following any Service Suspension. We shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You or any User may incur as a result of a Service Suspension.
3.8 Third-Party Products. We may from time to time make third-party products available to You. For purposes of this Agreement, such third-party products are subject to their own terms and conditions and flow-through provisions applicable to You, which You shall be responsible for complying with, including transaction fees charged by the relevant provider of third-party products. If You do not agree to abide by the applicable terms for any such third-party products, You should not install or use such third-party products.
3.9 Payment Gateways.(a) This Clause 3.9 applies to the extent the Services incorporate a payment gateway as a third-party product.(b) You acknowledge that We only initiate payment transactions by establishing a connection between You and a third-party service provider’s payment gateway. We do not execute payment transactions and do not offer banking, monetary intermediary, or retail payment services as defined by the Central Bank of the United Arab Emirates. Where a connection with the relevant payment gateway provider has been successfully initiated using the Services, the timings and effectiveness of a payment transaction processed through such payment gateway are not within Our control. We give no commitments or other guarantees with respect to payment settlement timings.(c) We may enter into agreements with third-party payment gateway providers from time to time. You acknowledge that You are not a third-party beneficiary of such agreements.(d) You may be required to enter into a direct agreement with certain third-party payment gateway providers. Where You decline entering into such an agreement, We may suspend Your and any User’s access to any portion or all of the Services.(e) In connection with the Services, We do not actually or constructively receive, take possession of, or hold and process any sensitive financial information, money, or monetary value for transmission, and do not advertise, solicit, or hold Ourselves out as receiving money for transmission.(f) You are responsible for the accuracy and correctness of information You provide to third-party payment gateway providers for the purposes of processing payment transactions. You acknowledge that inaccurate and incorrect information may lead to the return of payments.(g) You acknowledge that any disputes in relation to third-party products which do not relate to the Services shall be resolved between You and the relevant third-party service provider.
4. FEES AND PAYMENT
4.1 Fees. You shall pay all fees specified in an Order Form in accordance with the payment terms specified in that document. Except as otherwise specified in an Order Form: (a) fees are based on the Service purchased in addition to any overage or setup and integration fees; (b) payment obligations are non-cancellable, and fees paid are non-refundable (except as specified in Clause 8 (Warranties and Disclaimers)); and (c) quantities purchased cannot be decreased during the relevant subscription term.
4.2 Invoicing and Payment. You shall provide Us with Your bank card information, bank account details, or another valid purchase method reasonably acceptable to Us. If You provide bank account details or bank card information to Us, You authorize Us to charge the bank account or bank card for the Services as listed in the Order Form for the initial subscription term and any renewal subscription terms. The charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a different method, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to this information.
4.3 Purchase Order Terms. Any terms or conditions on any purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and both Parties hereby reject all such terms and conditions, except where an Order Form executed by Us explicitly references a clause in this Agreement, indicating that a specific provision in the Order Form shall override the identified clause of this Agreement.
4.4 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting any other rights or remedies:(a) We may charge interest on the past due amount at a rate of (three) 3% per month or the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date paid;(b) You shall reimburse Us for all costs incurred in collecting any late payments or penalties, including attorneys’ fees, court costs, and collection agency fees; and(c) We may condition future subscription renewals on different payment terms.
4.5 Suspension of Service and Acceleration. If any amount owing by You under this Agreement is fifteen (15) or more days overdue (or five (5) or more days overdue in the case of amounts You have authorized Us to charge to Your bank account or bank card), We may, without limiting any other rights and remedies, do one or both of the following: (a) accelerate Your unpaid fee obligations so that they all become immediately due and payable; and (b) suspend Our Services to You until the unpaid amounts are paid in full. We shall give You at least three (3) days’ prior notice that Your account is overdue, in accordance with Clause 11.2 (Notice), before suspending Services to You.
4.6 Payment Disputes. We shall not exercise Our rights under Clause 4.4 (Overdue Charges) or 4.5 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
4.7 Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction related to the Services under this Agreement (collectively, “Transaction Taxes”). You are responsible for paying all Transaction Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect TransactionTaxes for which You are responsible, We shall invoice You and You shall pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are responsible for taxes assessable against Us based on Our income, property, and employees.
4.8 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any verbal or written public comments made by Us regarding future functionality or features.
4.9 Fees Adjustments. We may revise the fees for the Service from time to time, provided that any increase in fees will be announced in advance and will apply only to subsequent billing cycles. Notice of any pricing changes will be given at least thirty (30) days before they take effect, either by posting the updated pricing on the Service or by notifying You directly through the contact information You have provided. If You do not accept the revised fees, You may terminate Your subscription before the new fees become effective, without penalty. Continued use of the Service after the effective date of the revised fees will constitute Your acceptance of the new pricing.
5. TERM AND TERMINATION
5.1 This Agreement commences on the effective date of the first Order Form (or upon online acceptance of this Agreement, whichever is earlier) and continues on annually renewing basis, or as indicated in the Order Form, until all subscriptions have expired or have been terminated. The term of each purchased subscription is specified in the applicable Order Form.
5.2 Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional terms, unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
5.3 A Party may terminate this Agreement or any Order Form:(a) if the other Party materially breaches this Agreement or an Order Form, and such breach:(i) is incapable of cure; or(ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or(b) if the other Party:(i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;(ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;(iii) makes or seeks to make a general assignment for the benefit of its creditors; or(iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
5.4 In addition to any other express termination right set forth in this Agreement:(a) We may terminate this Agreement or any Order Form, effective on written notice to You:(i) if You fail to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Our delivery of written notice thereof; or(ii) if You breach any of Your obligations under Clause 3.2 or Clause 7; or(iii) by providing You with not less than ninety (90) days prior written notice;
5.5 We may suspend provision of the Service to You to address a security risk to the Service or likely harm to the Service, Us, or Our customers. We shall restore the Service once the issue is resolved to Our reasonable satisfaction.
5.6 Clauses 1 (Definitions), 2.2 (Protection of Your Data), 3 (Use of the Service), 5 (Term and Termination), 6 (Proprietary Rights and Licenses), 7 (Confidentiality), 8.4 (Disclaimers), 10 (Limitation of Liability), and 11 (General Provisions), and any Clause under this Agreement that, by its express terms or nature and context is intended to survive expiration or termination of this Agreement, will survive any such expiration or termination of this Agreement.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Our Ownership.(a) 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. You acknowledge that, as between You and Us, We own all right, title, and interest, including all intellectual property rights, in and to Our intellectual property, and, with respect to third party products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third party products. For the avoidance of doubt, 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.(b) If You or any of Your employees or contractors send or transmit any communications or materials to Us by mail, email, telephone, or otherwise, suggesting or recommending changes to Our intellectual property, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), We are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Us on Your behalf, and on behalf of Your employees, contractors, and/or agents, all right, title, and interest in, and We are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although We are not required to use any Feedback.
6.2 Ownership of Your Data. As between the Parties, You retain ownership of all right, title and interest in and to Your Data, including all related patent, copyright, trade secret, trademark, and other intellectual property rights.
6.3 License to Your Data. You hereby grant Us a non-exclusive, irrevocable, transferable, sublicensable, fully paid-up, perpetual, royalty-free, worldwide license to host, copy, manipulate, transmit, and display Your Data as necessary for Us to provide the Service in accordance with this Agreement, and for Us to use Your Data on an anonymized basis to improve Our products and services. We may retain Your Data following termination of this Agreement. We acquire no other right, title, or interest under this Agreement in or to Your Data.
6.4 You hereby grant to Us and Our Affiliates a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, assignable, sublicensable, worldwide license to use, reproduce, and display Your name, trademarks, service marks, trade names, or logos in any advertisements, promotional literature, or information.
6.5 We reserve all rights not expressly granted to You in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to Our Services or Documentation.
7. CONFIDENTIALITY
7.1 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 Your 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.
7.2 Protection of Confidential Information. The Recipient shall:(a) 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);(b) not use any Confidential Information for any purpose outside the scope of this Agreement; and(c) 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.
7.3 Exceptions. Except for personally identifiable information, the Recipient has no obligations under Clause 7.2 (Protection of Confidential Information) with respect to any Confidential Information if it:(a) 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;(b) was known by the Recipient before it is disclosed to the Recipient by the Discloser as evidenced by Recipient’s written records;(c) is developed independently by the Recipient in a manner that does not rely on the Confidential Information; or(d) is disclosed to the Recipient by a third party not subject to any nondisclosure obligations with respect to the Confidential Information.
7.4 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:(a) immediately notify the Discloser of the existence, terms, and circumstances surrounding the request;(b) consult with the Discloser on the advisability of taking legally available steps to resist or narrow the request; and(c) 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.
8. WARRANTIES AND DISCLAIMERS
8.1 Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 Warranties. We warrant that the Service will perform substantially in accordance with the applicable Documentation and this Agreement. We warrant that the Professional Services and Product Support will be performed in a professional and workmanlike manner.
8.3 Remedies. For any breach of the warranties in Clause 8.2 (Warranties), We shall exercise commercially reasonable efforts to re-perform any non-conforming Services that were performed within the thirty (30) day period immediately preceding the date of Your written notice to Us specifying in reasonable detail the non-conformance. If We conclude that conformance is impracticable, then We shall refund all fees paid by You to Us, if any, allocable to the nonconforming Services. The express remedies in this Clause 8.3 (Remedies) constitute Your exclusive remedies, and Our sole obligation and liability, for any claim that (a) the Service does not conform to the requirements or is otherwise defective; or (b) any Professional Services or Product Support were performed improperly.
8.4 Disclaimers.(a) Except as expressly provided in this Agreement, We make no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by Applicable Law.(b) We do not warrant that:(i) Your use of the Service will meet Your requirements;(ii) Your use of the Service will be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code; or(iii) Your use of the Service will be uninterrupted or free from error.(c) We disclaim all responsibility or liability for any functionality issues or damages caused by any third-party hosting providers or by any third party products.
9. INDEMNITY
9.1 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:(a) misuse of or non-compliant access to the Services, or use of the Services in a manner not authorized by this Agreement;(b) infringement by You, or any third party using Your account, of any intellectual property rights or other right of any person or entity, including any third party claim that Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third-Dparty’s intellectual property rights;(c) negligence or wilful misconduct by You or any User;(d) use of the Services in combination with data, software, hardware, equipment, or technology not provided by or authorized by Us in writing;(e) modifications to the Services not made by Us; or(f) failure to comply with the terms applicable to third-party products.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.
9.2 We shall defend You against any claim made by a third party alleging that the Service, when used as permitted under this Agreement, infringes such third party’s patent or copyright (a “Claim Against You”). We will indemnify You from any damages and costs finally awarded against You as a result of a Claim Against You. This obligation shall not apply if the claim arises from:(a) your Data;(b) your combination of the Service with any product or data not provided by Us;(c) modifications to the Service not made by Us.If the Service becomes, or in Our opinion is likely to become, the subject of an infringement claim, We may, at Our option: (i) obtain the right for You to continue using the Service; (ii) modify the Service so that it becomes non-infringing; or (iii) if (i) or (ii) are not commercially reasonable, terminate this Agreement and refund any prepaid fees for the unused portion of the term.This Clause 9.2 states Our entire liability and Your sole remedy for any claim of intellectual property infringement.
10. LIMITATION OF LIABILITY
10.1 References to liability in this Clause include every kind of liability arising under or in connection with the provision or receipt of the Services including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 The Parties may not benefit from the limitations and exclusions set out in this Clause in respect of any liability arising from its deliberate default.
10.3 Nothing in this Agreement limits or excludes a Party’s liability:(a) for death or personal injury arising out of its negligence or that of its personnel;(b) for losses suffered by the other Party arising out of the first Party’s (or its personnel’s) fraud or fraudulent misrepresentation; and(c) to the extent that it cannot be legally limited or excluded by law.
10.4 Subject to Clause 10.1, We shall have no liability to You, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms for:(a) loss of profit;(b) loss of revenue;(c) loss of anticipated savings;(d) loss of contract, business, or opportunity;(e) loss of use or corruption of software, data or information;(f) loss of goodwill;(g) wasted expenditure; or(h) any loss or damage which may be incurred by You as a result of:(i) any reliance placed by You on the completeness, accuracy, or existence of any advertising;(ii) any changes which We may make to the Services, or for any permanent or temporary cessation in the same (or any features within the Services);(iii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through Your use of the Services;(iv) Your failure to provide Us with accurate account information; or(v) Your failure to keep Your password or account details secure and confidential,in each case whether direct or indirect, or any indirect or consequential losses of any kind whatsoever and however caused.
10.5 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 amount paid by You hereunder in the twelve (12) months preceding the first incident giving rise to liability, unless and to the extent otherwise mandatorily required by Applicable Law.
10.6 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.
10.7 You shall maintain sufficient insurance coverage to enable You to meet Your obligations created by this Agreement and by law.
11. GENERAL PROVISIONS
11.1 During the term, each Party shall comply with all Applicable Laws and regulations, and shall obtain all applicable permits and licenses required in connection with its obligations under this Agreement.
11.2 All notices under this Agreement, including notices of address change, must be in writing and will be deemed given when sent by:(a) registered mail, return receipt requested;(b) electronic mail at the address specified in an Order Form; or(c) a nationally recognized overnight delivery service, to the appropriate Party at the relevant address stated in the Order Form, unless a Party notifies the other of a new address in writing, in which case the new address will be used.
11.3 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.
11.4 This Agreement and any dispute, controversy, or claim arising out of or in connection with this Agreement or any Order Form, or the breach, termination, or invalidity thereof (a “Dispute”) is/are governed by the laws of England and Wales. Any 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, each Party irrevocably and unconditionally agrees that any Dispute shall be finally administered 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. Each Party pays its own costs in connection with the arbitration proceedings. 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.
11.5 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.
11.6 This Agreement shall not be assignable by You without the express written consent of Metis. Metis may assign its rights and/or obligations under the Agreement to a third party selected by Us, including by way of merger, consolidation or the acquisition of all or substantially all of Metis’ business and assets relating to the Agreement, provided that:(a) doing so shall not adversely affect Your rights or obligations herein; and(b) the assignee is to Our reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
11.7 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.
11.8 You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Services or any of Your Data outside Your jurisdiction of incorporation.
11.9 Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Clause 7 or Your obligation under Clause 3.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
11.10 If there are separate supplemental terms for the jurisdiction applicable to Your access or use of the Services, You also hereby agree to the supplemental terms applicable to You in each jurisdiction as outlined in this Clause 11.10, and in the event of a conflict between the provisions of this Clause 11.10 that are relevant to Your jurisdiction for Your access or use of the Services, and the rest of this Agreement, this Clause 11.10 will supersede and control.
11.11 The Agreement is for the sole benefit of the Parties hereto (and their permitted successors and assignees) and nothing herein, whether express or implied, shall give or be construed to give any person (other than the Parties and their permitted successors and assignees) any legal or equitable right, remedy or claim under or in respect of the Agreement.
11.12 In no event shall We be liable to You, or be deemed to have breached this Agreement, for any failure or delay in performing Our obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Our reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
1:13 Modifications.(a) We from time to time may make revisions to the Documentation to reflect additional services or revisions to the manner in which an existing Service is provided. These revisions will be incorporated in this Agreement unless they represent a reduction of the Service then being provided in any material respect.(b) We may make other changes to the Documentation, this Agreement, or Our privacy policy from time to time and the changes will be effective upon reasonable notice to You, which may include email or other electronic notification.(c) We may also change or discontinue the Service, in whole or in part, including technical support options and other product-related policies.(d) Your continued use of the Service after notice of any changes indicates agreement to the changes.(e) This Agreement may be otherwise modified or amended only in a written document signed by a duly authorized Representative of each Party that expressly states the Clauses of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement.(f) Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Clause.
11.14 Entire Agreement.(a) This Agreement, along with any schedules or Order Forms, constitute the whole legal agreement between the Parties and govern Your use of the Services and completely replace any prior agreements between the Parties in relation to the Services. You acknowledge, to the maximum extent permitted by Applicable Law, that in entering into this Agreement You have not relied on any statement, representation, assurance or warranty other than as expressly set out in this Agreement.(b) Neither Party has entered into this Agreement, including the schedules or Order Forms, in reliance upon, nor shall either Party have any claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made by or on behalf of the other Party, any of its Representatives or any other person