Metaiss Payment and Data Management Service Terms of Service Agreement

Posted: July 25, 2021

Effective: July 25, 2021

These Terms of Service (the "Agreement") are entered into and effective as of the date of your account registration with Metaiss "Effective Date"). This Agreement governs the relationship between Metaiss LLC, a Connecticut Limited Liability Corporation, with office located at 12 Berge Street, Cos Cob, CT, ("Metaiss," the "Company," "we," "our," or "us"), and you the account holder, user, or licensee ("You" or "User") (collectively, the "Parties"), whether as an individual or as a representative of an entity. The Agreement also covers your use of our website and our Software as a Service products ("Software" or "our Services"), which are designed to enable organizations accept donations directly through a link on your website connecting to our website, or through our website and to manage your data on our website.

Please read the Agreement in its entirety before you start to use the Website. This Agreement describes the terms and conditions that apply to your use of the Services. By using the Website, or by clicking to "I accept" or "I agree" to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, incorporated herein by reference. You also acknowledge and warrant, if applicable, that you have the authority to enter into this agreement on behalf of, and bind, the entity for which you will be using the Software as a registered user.

We reserve the right to make changes or updates this terms of service agreement from time to time, specifically, the terms of the free trial or subscription cost may be changed at anytime without your consent.

If you do not want to agree to these Terms of Service, or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

1) Grant of Rights

Software. Subject to the terms and conditions set forth herein, we hereby grant you a limited, world-wide, non-exclusive, fee based, non transferable right and license to (i) use, in the form in which such Software is delivered by Metaiss only, and (ii) utilize such Software only for the purpose of receiving donations and related data management.

Limited Rights of Licensee. Your obtainment and/or use of the Software does not grant You any rights of ownership in the Software, as all rights granted are merely those of a licensee under the terms of this Agreement, with those rights granted only for such time as (i) You conform to the terms and conditions of this Agreement, and (ii) until the termination of this Agreement.

No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor Your exercise of rights granted convey any other rights or license to the Software, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of Metaiss' Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Software, Confidential Information, Documentation and Marks (as defined below), including without limitation, all worldwide right, title and interest in and to (i) all patents and all filed, pending applications for patents, including any reissue, reexamination, divisional, continuation or continuation- in-part patent applications now or hereafter filed ("Patent Rights"); (ii) all trade secrets, and all trade secret rights and equivalent rights arising; (iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names ("Marks"), in each case of (i) through (iv) as the same may arise or exist under common law, state law, federal law and laws of foreign countries (collectively "Intellectual Property Rights").

2) Payments

Transaction Fees. The fees owed with respect to the rights and licenses granted hereunder shall be no more than 4 percent (%4.000) per unique credit card donation. Metaiss'stransactions fees shall be immediately deducted, if possible, when the credit card transaction is completed. In cases where the fees cannot be immediately deducted, a bill will be created once a month with those aggregate fees. These fees do not include Your payment processor's (Stripe's) processing fees, which will also be deducted immediately at the time of the transaction processing.

Taxes. Metaiss provides services within the United States of America. The fees charged do not include any federal, state or local sales, use or other similar taxes, however designated, levied against the sale, licensing, delivery or use of the Software. You agree to pay, or reimburse, Metaiss for all such taxes imposed, provided, however, that you shall not be liable for any taxes based on Metaiss'snet income. When Metaiss has the legal obligation to collect such taxes, the appropriate amount shall be paid by you unless you provide Metaiss with a valid tax exemption certificate authorized by the appropriate taxing authority. You agree to promptly notify us of any amendment or revocation of such certificate, and will hold Metaiss harmless from and against any taxes or other monies resulting from the failure to hold a certificate recognized as valid by the appropriate tax authority.

3) Subscription Terms

Billing Date.

Subscription fees are billed in advance and automatically renewed on a monthly or annual basis, as specified by the subscription plan chosen:

Monthly subscriptions are billed on the day the subscription starts and will reoccur on the same day of the month until canceled. For example, if a monthly subscription is started on the 1st of the month, the account will be charged on the 1st each month. If the subscription was started on a day after the 28th, the subscription may reoccur on the last day of the month on shorter months.

Annual subscriptions are billed on the day the subscription starts and will reoccur on the same day each year until canceled. For example, if the subscription starts on June. 1st, the account will be charged on June 1st each year.

Plan Changes.

If a monthly subscription is upgraded to an annual subscription, the account's payment method on file will be immediately billed for the annual subscription amount minus a prorated amount for the remainder of the current month of the monthly subscription amount.

If an account wishes to change from an annual subscription to a monthly subscription, the annual subscription must first be canceled, then a new monthly subscription can be created. Annual subscription fees will be refunded in accordance with the refund terms below.

Refunds.

Monthly subscriptions are not eligible for refunds. The account will retain the subscription benefits until the current monthly period has ended.

Annual subscriptions are eligible for a refund within the first month. The refund will be in the amount of the annual subscription rate minus the monthly subscription rate. If the account was eligible for a refund, the account will retain the subscription benefits until the current monthly period has ended. If the account was not eligible for a refund, the account will retain the subscription benefits until the current annual period has ended.

Any platform fees incurred on a per-donation basis are not refundable.

Discounts.

Metaiss'ssubscription fees are subject to change at any time, and previous discounts are not eligible to carry over to a plan renewal.

4) Mataiss Responsibilities

Metaiss should provide you the means to collect donor information according to state laws. Online credit card contributions will be made to your Stripe account directly less any fees. Donor information will be stored as they are received. All donor information and transaction information will be made available to you.

5) Knowing Your Donors

You know your Donors more than we do, and you are responsible for your relationship with them. Metaiss is not responsible for the campaigns or issues You publicize or promote, or that your Donors contribute to using our Services; or for your communication to your Donors of the intended use of such donations.

You affirm that you are solely responsible for communicate the nature of your campaign, and for refunds if donor contribution is over the State Election Office defined limit, and for any other promises you made to your Donors.

Metaiss provides Services to you but we have no way of knowing if any particular donation, or other transaction (each a “Transaction”) is accurate or complete, or typical for your campaign or entity. You are responsible for knowing whether a Transaction initiated by your Donor is erroneous (such as a Donor made a contribution to the wrong campaign or election year) or suspicious (such as a very large donation over the allowed campaign contribution limit) or outside what is permitted by law (such as over the limit contribution or by a donor type that is forbidden by law to contribute to your campaign).

If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact or refund your Donor. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of our Services.

6) Your Additional Obligations

Performance Obligations. You shall not alter, re-label or change the Software as provided by Metaiss, and as may be amended at any time at our sole discretion, without our prior written consent.

Books and Records. You agree to keep and maintain accurate books and records as reasonably necessary for verification of transaction payments pursuant to this Agreement.

7) Services and Support

We will provide you with support to resolve general issues relating to your Metaiss Account and your use of our Services.

8) Limited Warranty

Limited Warranty. Metaiss agrees to provide Software which operates for the purpose of permitting you to accept donations through your website and manage related data online via our website. Metaiss shall have no obligation to provide warranty services if a defect is caused by a malfunction of non-Metaiss hardware or software, or the failure to install and use any mandatory bug fixes or other software code provided free of charge by Metaiss, provided the relevant defect is caused by or is not remedied by failure to install the same, by modification of the Software not made by Metaiss, or by operator error or by misuse of Software.

Disclaimer. EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING BETWEEN THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIMITED WARRANTY GRANTED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, AND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, ACCURACY AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY TO YOU AND NOT TO ANY DONOR OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION OR MODIFICATION OF THIS WARRANTY SHALL BE BINDING AGAINST METAISS UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN EXECUTIVE OFFICER OF METAISS.

Licensee Warranty Limitations. You agree to indemnify, defend and hold harmless Metaiss, it's officers, agents, employees, and affiliates from any claim or liability arising out of or relating to any grant by you of any representation or warranty.

9) Terms and Termination

Terms.

This Agreement shall continue in force during your use of the Software provided by Metaiss as defined in this agreement. Either party may terminate this Agreement at any time. If you would like to terminate this Agreement, you must send a request to Metaiss to close your account. Metaiss may terminate this Agreement by closing your account, which will prevent the processing of future donations. Metaiss may, at their sole discretion, suspend and/or place an account under review for possible violation of terms, related to the list described in this Section 6.

Without limiting the foregoing, you agree to not use the Services to establish or contribute to any Campaign with the implicit or express purpose relating to any of the following:

Any activity that violates any law or governmental regulation;

Campaigns that are fraudulent, misleading, inaccurate, dishonest, impossible or imitating any other person or fundraising campaign without permission (whether on the Platform or not);

The promotion of hate, violence, harassment, discrimination, terrorism, or intolerance of any kind, including by race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, or serious disabilities or diseases;

Illegal drugs, narcotics, steroids, controlled substances or other products that present a risk to consumer safety or any related paraphernalia;

Ransom, human trafficking or exploitation;

Knives, explosives, ammunition, firearms, or other weaponry or accessories;

Gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery) or sweepstakes;

Offensive, graphic, perverse or sensitive content, including pornography or other sexual content;

Annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies;

Offering monetary rewards, including gift cards, without declaring fair market value (FMV) of goods exchanged;

Transactions for the sale of items before the seller has control or possession of the item;

Collection of payments on behalf of merchants by payment processors or otherwise;

Credit repair or debt settlement services.

Termination for Insolvency.

This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of bankruptcy proceedings, which proceedings are not dismissed within ninety (90) days of their commencement, or (ii) upon either Party's making an assignment for the benefit of creditors, or (iii) upon either Party's dissolution.

Survival.

All payment obligations incurred prior to termination shall survive the termination of this Agreement for any reason.

No Liability for Termination. In the event of termination of this Agreement by either Party in accordance with any of the provisions of this Agreement, neither Party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective donations in connection with the business or goodwill of either Party. Termination shall not, however, relieve either Party of obligations incurred prior to the termination.

10) Intellectual Property Notices and Confidentiality

Intellectual Property Notices. You agree not to remove and to retain all proprietary Marks, legends and IP notices that appear on or display in connection with the Software, documentation, and Confidential Information delivered to you by Metaiss, and all whole or partial copies thereof.

Confidentiality

Confidential Information. For purposes of this Agreement, a Party's Confidential Information shall mean (i) all information considered by one Party to be confidential and which is clearly marked as "confidential" prior to disclosure to the other Party, or if disclosed orally or visually disclosed, shall be identified as the confidential information of the disclosing Party at the time of disclosure and then summarized in writing and provided to the recipient within thirty (30) days of such oral or visual disclosure; (ii) all information concerning or related to the Software, including but not limited to the logic, designs, source code, product specifications, inventions, research, improvement, manufacture and sale of the Software (including sales, costs, profits, pricing methods, organizations, business and product plans), and (iii) any other information which a reasonable business person would consider to be confidential information of the other Party. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the receiving Party; (ii) is disclosed by one Party with the prior written approval of the other Party, (iii) is received by the receiving Party from a third party without a confidentiality obligation or duty of nondisclosure; or (iv) is disclosed pursuant to any judicial or governmental order, provided that to the extent consistent with such order the disclosing Party gives the other Party sufficient prior notice to contest such order.

Non-Use and Non-Disclosure. The Parties to this Agreement agree to observe complete confidentiality with respect to the Confidential Information, and to make all reasonable efforts not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without the prior written permission of the other Party (except such disclosure or access which is required to perform any obligations under this Agreement and to ensure that any employees, or any third parties who obtain access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Without limiting the foregoing, the Parties agree to employ, with regard to the Confidential Information, procedures no less restrictive than the strictest procedures used by it to protect its own confidential and proprietary information.

Source Code. You agree not to attempt, directly or indirectly, to decompile, disassemble, reverse engineer or use any other similar process with respect to the code, logic or information embodied by the Software.

11) Trademarks and Trade Names

Use. During the Term, you shall have the right to use Metaiss' Marks to advertise and identify that your website donation program is administered with the Software. You shall use such Marks in accordance with Metaiss' usage in the Software, and shall not modify or delete such Marks as set forth in the Software or in its user interface without the prior written consent of Metaiss, in its sole discretion.

Ownership. Except for the limited rights provided for in this Section 7, nothing contained in this Agreement shall grant you any right, title or interest in Metaiss' Marks. At no time during the Term shall you challenge or assist others in challenging Metaiss' rights in and to its Marks, or the registration thereof, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to such Marks. All uses of Metaiss' Marks will inure solely to Metaiss, and you hereby irrevocably assign to Metaiss all such right, title and interest, if any, in any such Marks and agree to provide Metaiss reasonable assistance in its registration of the Marks in those jurisdictions in which your activities will be carried out.

12) Patents and Copyright Indemnity

Limitation of Liability. METAISS SHALL HAVE NO LIABILITY FOR ANY CLAIM BASED UPON: (I) THE COMBINATION, OPERATION OR USE OF THE SOFTWARE WITH EQUIPMENT, DEVICES OR SOFTWARE NOT SUPPLIED, APPROVED, OR SPECIFIED BY METAISS, WHERE SUCH CLAIM ARISES SOLELY AS A RESULT OF SUCH COMBINATION; (II) ANY ALTERATION OR MODIFICATION OF ANY PRODUCT NOT PERFORMED BY METAISS, (III) THE FAILURE TO INSTALL MANDATORY SOFTWARE UPDATES AND/OR FIXES OR OTHER SOFTWARE CODE PROVIDED FREE OF CHARGE TO YOU AND/OR YOUR DONORS, PROVIDED SUCH CLAIM WOULD NOT HAVE ARISEN BUT FOR SUCH FAILURE TO INSTALL THE SAME, (IV) MISUSE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, USE NOT IN ACCORDANCE WITH THE INTENDED PURPOSE OF THE SOFTWARE.

Entire Liability. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF METAISS, AS WELL AS YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND METAISS SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT OR MISAPPROPRIATION.

Notification of Unauthorized Use. You agree to promptly notify Metaiss in writing upon your discovery of any unauthorized use or infringement of the Software, or Metaiss' Intellectual Property Rights with respect thereto. Metaiss shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that Metaiss brings such an action or proceeding, you shall cooperate and provide full information and assistance to Metaiss (at Metaiss' expense) and its counsel in connection with any such action or proceeding.

13) Indemnification by Licensee

Subject to Metaiss' indemnification obligation pursuant to Section 9, you shall defend, or at your sole option, settle, at your sole expense, any demand, claim or action brought against Metaiss to the extent that such demand, claim or action is based on an allegation by a third party based on your actions or omissions with respect to this Agreement or your use of the Software, and you will indemnify Metaiss from any costs, damages and fees (including attorney's fees) incurred by, settled for, or awarded against Metaiss from such claim. You shall be relieved of the foregoing indemnification obligations to the extent Metaiss fails to (i) notify you promptly in writing of any Claim, (ii) permit you to defend against, compromise or settle such Claim or (iii) provide all available information and assistance (at your expense) reasonably necessary for you to defend against, compromise, or settle such claim. You shall not be liable for any costs, damages or fees incurred by Metaiss on such action or claim unless you have authorized this in writing in advance. You will not agree to a settlement that would adversely affect Metaiss' interests without Metaiss' express written consent.

14) Limitation of Liability

No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS AFFILIATES, AGENTS, REPRESENTATIVES, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY (EXCEPT PURSUANT TO SECTIONS 9 AND 10) UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING ANY AMOUNTS FOR LOSS OF PROFITS, SUBSTITUTE GOODS, LOSS OF DATA OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR TERMINATION HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY PROVIDED HEREUNDER. THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS FOR WHICH EITHER PARTY IS LIABLE TO THE OTHER PARTY UNDER SECTION 4, SECTION 6, OR SECTIONS 9 OR 10 (INDEMNIFICATION), OR BASED ON YOU EXCEEDING THE SCOPE OF THE LICENSES GRANTED HEREUNDER.

Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT WILL THE AGGREGATE LIABILITY OF METAISS, ITS SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO METAISS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

15) General Provisions

Compliance with Laws.

During the term of this Agreement, each Party shall comply with all applicable laws, including but not limited to the Internal Revenue Code and the Connecticut Corporations Code as shall from time to time govern nonprofit organizations and the receipt of donations to such organizations in Connecticut and the United States of America.

Applicable Law.

Not withstanding anything in this Agreement to the contrary, the laws of the State of Connecticut shall govern the performance and construction of this Agreement and the interpretation of the Parties' rights and duties without reference to its conflict of laws principles. Any controversy arising out of or related to this Agreement may be submitted before any of the state or federal courts located in the County of Fairfield, Connecticut, to whose personal jurisdiction and venue each Party hereby irrevocably submits.

Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties.

Notices.

Any notice required or permitted to be given under this Agreement shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested, the address of the other Party first set forth above, or to such other address as a Party may designate by written notice to the other Party no less than thirty (30) days prior to change of such address, (iii) by overnight courier, or (iv) by fax with confirming letter mailed under the conditions described in (ii) above.

Force Majeure.

Except for the obligation to make payments, non performance of either Party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing Party.

Non-assignability and Binding Effect.

You may not assign this Agreement to any third party without the prior written consent of Metaiss, and any attempt to do so in violation of the foregoing shall be deemed null, void and of no effect; provided that you shall be free to assign this Agreement in whole to any successor in interest to all or substantially all the assets or business pertaining to the subject matter hereof whether by merger, acquisition or consolidation or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

Legal Expenses.

The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.

Specific Performance; Injunctive Relief.

Your breach of any obligation under Section 6 of this Agreement or regarding the use, duplication, modification, transfer or confidentiality of any Confidential Information, documentation or otherwise shall entitle Metaiss to injunctive, specific performance or other equitable relief, all without need of bond or undertaking of any nature, Licensee hereby specifically acknowledges that Metaiss' remedies at law under such circumstances would be inadequate.

Authorizations.

During the term of is Agreement, you shall, at your own expense, make, obtain, and maintain in force at all times during the Term of this Agreement, all filings, registrations, reports, licenses, permits and authorization from any private or governmental agency which are necessary for you to exercise your rights and perform your obligations hereunder ("Authorizations"). In the event that the issuance of any Authorization is conditioned upon an amendment or modification to this Agreement which is unacceptable to Metaiss, Metaiss shall have the right to terminate this Agreement immediately effective without notice and without liability or further obligation whatsoever to you.

Independent Contractors.

The relationship between the Parties, established by this Agreement, is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint-venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow you to create or assume any obligation on behalf of Metaiss for any purpose whatsoever.

Approvals and Enforceability.

You hereby represent and warrant that no Authorization or other consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery and performance of this Agreement. Additionally, you further represent that you have the legal authority to bind the corporation or entity on whose behalf you are obtaining the Software.

Severability.

If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision (or portion thereof) will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

Changes to these Terms.

Metaiss may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Should you not agree to the changes, your sole recourse is to immediately discontinue the use of Metaiss' website and Software.

Metaiss Content and Data Management Service Terms of Service

Posted: July 25, 2021

Effective: July 25, 2021

Thanks for using Metaiss! These terms of service ("Terms") cover your use and access to our services and websites ("Services"). We currently do not provide service outside of the United States of America. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you're agreeing to be bound by these Terms, our Privacy Policy. If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization.

1) Your Asset & Your Permissions

When you use our Services, you provide us with things like your files, content, messages, contacts, data and so on ("Your Asset"). Your Asset is yours. These Terms don't give us any rights to Your Asset except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Asset, backing it up, and sharing it when you ask us to do so. Our Services also provide you with features like photo thumbnails, document previews, commenting, tagging, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Your Asset. You grant us permission to do these things, and this permission will also extend to our affiliates and trusted third parties we work with.

2) Sharing Your Asset

Our Services let you share Your Asset with others, so please think carefully about what you share.

3) Your Responsibilities

You're responsible for your own conduct. Your Asset and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others' intellectual property rights. Please don't copy, upload, download or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms. However, we are no obligated to do so. We aren't responsible for the content people post and share via the Services.

Help us keep you informed and Your Asset protected. Safeguard your password to the Services, and keep your account information current. Don't share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you're over 18.

4) Our Property

The Services are protected by patent, copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Metaiss trademarks, logos and other brand features. Metiass is open to and welcomes customer feedback and/or comments. However, we may use any feedback, comments or suggestions without any obligation to you.

5) Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to Support. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated department for notice of alleged copyright infringement on the Services is:

support@green-o.com

6) Accounts

Billing. Metaiss only provide paid subscription services to all content accounts. We'll automatically bill you from the date you open an Account and on each periodic renewal until cancellation. If you're on an annual plan, we'll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You're responsible for all applicable taxes, and we'll charge tax when required to do so.

No Refunds. You may cancel your Metaiss Paid Account at any time. Refunds are only issued if required by law.

Downgrades. Your Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Account on time, we reserve the right to suspend it or reduce services.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

7) Metaiss Groups

Email address. If you sign up for a Metaiss account with an email address provisioned by your organization, your organization may be able to block your use of Metaiss until you transition to an account on a Metaiss group (e.g., Metaiss Business plans, for example) or you associate your Metaiss account with a personal email address.

Using Metaiss Groups. If you join a Metaiss group, you must use it in compliance with your organization's terms and policies. Please note that Metaiss group accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your Metaiss group account. They may also be able to restrict or terminate your access to a Metaiss group account. If you convert an existing Metaiss account into part of a Metaiss group, your administrators may prevent you from later disassociating your account from the Metaiss group.

8) Termination

You're free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you're in breach of these Terms,

(b) you're using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) you don't have a Paid Account and haven't accessed our Services for 12 consecutive months.

We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Asset from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services.

We won't provide notice before termination where:

(a) you're in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

(c) we're prohibited from doing so by law.

9) Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond Metaiss' control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export Your Asset from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for.

10) Services "AS IS"

We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, METAISS AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The disclaimers in this paragraph are subject to local laws, so they may not apply to you.

11) Limitation of Liability

WE PROVIDE SERVICES ONLY IN THE UNITED STATES OF AMERICA. WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR METAISS'S OR ITS AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN PLACES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN'T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. HOWEVER, THIS PARAGRAPH DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN PLACES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, METAISS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR:

i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT METAISS OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, METAISS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. METAISS AND ITS AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH METAISS.

12) Resolving Disputes

Let's Try To Sort Things Out First. We want to address your concerns without the need for a formal legal case. Before filing a legal claim against Metaiss, you agree to try to resolve the dispute informally by contacting support@green-o.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 45 days of submission, you or Metaiss may bring a formal proceeding.

Judicial forum for disputes. At this point, we are only providing services within the United States of America and will be governed by its laws. You and Metaiss agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Fairfield County, Connecticut, subject to the mandatory arbitration provisions below. Both you and Metaiss consent to venue and personal jurisdiction in such courts.

13) IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We Both Agree To Arbitrate. You and Metaiss agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Fairfield (CT), or any other location we agree to.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees..

Exceptions to Agreement to Arbitrate. Either you or Metaiss may assert claims, if they qualify, in small claims court in Fairfield (CT) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.

14) Controlling Law

We are only providing services within the United States of America. These Terms will be governed by Connecticut law except for its conflicts of laws principles.

15) Entire Agreement

These Terms constitute the entire agreement between you and Metaiss with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

16) Waiver, Severability & Assignment

Metaiss' failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Metaiss may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

17) Modifications

We may revise these Terms from time to time to be better inline with:

(a) changes to the law,

(b) new regulatory requirements, or

(c) improvements, enhancements or new features made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we'll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don't agree to the updates we make, please cancel your account before they become effective. Where applicable, we'll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

18) Metaiss Acceptable Use Policy

Metaiss respects the rules and laws governing us and we trust you to use our services responsibly in the same way.

You agree not to misuse the Metaiss services ("Services") or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:

• probe, scan, or test the vulnerability of any system or network;
• breach or otherwise circumvent any security or authentication measures;
• access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
• interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
• access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
• send unsolicited communications, promotions or advertisements, or spam;
• send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
• promote or advertise products or services other than your own without appropriate authorization;
• abuse referrals or promotions to get more storage space than deserved;
• circumvent storage space limits;
• sell the Services unless specifically authorized to do so;
• publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
• advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
• violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
• violate the privacy or infringe the rights of others.