Purpose

These Terms of Use (“Terms”) govern your access to and use of the services, including our various websites, Application Programming Interfaces (APIs), email notifications, applications and other services (i.e., Services) provided by MetaTech Consulting, Inc. (MTC), which owns and operates the Services, and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using any part of the Services, you as an employee of MTC or the entity or company that you represent are unconditionally consenting to be bound by, and are becoming a party to, these Terms. If you do not unconditionally agree to all these Terms, you will have no right to use the Services. MTC’s acceptance is expressly conditioned upon your assent to all the terms and conditions of these Terms, to the exclusion of all other Terms. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

1.     General Conditions

We may revise these Terms at any time by posting the revised Terms on the Services, and you agree that your use of the Services after such changes will constitute your acceptance of such changes.

We reserve the right to alter these Terms at any time. If the alterations constitute a material change to the Terms, we will notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Services User Interface/Display. Please note that at all times you are responsible for updating your personal information to provide us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.

We reserve the right to refuse access to the Services to anyone for any reason at any time.
We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates anyone’s intellectual property or these Terms.

2.     Intellectual Property Rights

The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by MTC, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services, except as follows:

1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
3. You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication or distribution.
4. If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
5. If we provide you with certain content, you may take such actions as are enabled by such features.

You must not:

1. Modify copies of any materials from this site.
2. Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
3. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
4. You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services.

If you wish to make any use of material on the Services other than that set out in this section, please address your request to: terms@mtc-inc.us.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by MTC. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

3.     Trademarks

The MetaTech Consulting, Inc. name, the terms MetaTech Consulting, MetaTech, MTC and all related names, logos, product and service names, designs and slogans are trademarks of MTC or its affiliates or licensors. You must not use such marks without the prior written permission of MTC. All other names, logos, product and service names, designs and slogans on these Services are the trademarks of their respective owners.

4.     Basic Terms

1. You are solely responsible for your conduct and the Content that you submit, post, or share on the Services.
2. You must not transmit any code of a destructive nature, such as viruses, trojan horses or worms.
3. You must not, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).
4. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
5. You agree that MTC can use the information you provided as part of your account creation, employment related activities, and other appropriate business activities related to the Services in use.
6. Violation of any of these conditions may result in the termination of your account.

4.1.          User Contributions

The Services may contain web pages, profiles, forums, or interactive forms where you may post comments, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant MTC the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material appropriate for the business intent of the Service.

You represent and warrant that:

1. You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
2. All of your User Contributions do and will comply with these Terms of Use.
3. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not MTC, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
4. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.

4.2.          Monitoring and Enforcement; Termination

We have the right to:

1. Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
2. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for MTC.
3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
5. Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Services  and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

4.3.          Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

1. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
3. Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
5. Be likely to deceive any person.
6. Promote any illegal activity, or advocate, promote or assist any unlawful act.
7. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
8. Impersonate any person  or misrepresent your identity or affiliation with any person or organization.
9. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

4.4.          Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of MTC to terminate the user accounts of repeat infringers.

4.5.          Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by MTC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of MTC. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

4.6.          Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods, services, or information formed through the Services, or as a result of visits made by you are governed by our Master Software and Services Agreement which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

4.7.          Customer Data

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you through the Products and Services. You hereby grant to MTC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for MTC to provide the Products and Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

4.8.          Termination Terms

In addition to any remedies that may be provided under this Terms of Use, MTC may terminate this Terms of Use with immediate effect upon written notice to user, if user:

1. has not otherwise performed or complied with any of the terms of this Terms of Use, in whole or in part; or

5.     Additional Restrictions on Use of the Services

You agree not to use the Services to: (a) transmit or communicate any data or perform any activity, that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity or falsely state or otherwise misrepresent MTC’s affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users; (e) transmit, access or communicate any data that MTC does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (f) transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (g) transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (i) interfere with or disrupt the Services; (j) intentionally or unintentionally violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Services, and any export or re-export laws, rules and regulations; (k) collect any information or communication about users of the Services by monitoring, interdicting or intercepting any process of or communication initiated by the Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing; (l) “stalk” or otherwise harass another; (m) modify, delete or damage any information contained on the personal computer of any other user; (n) collect or store personal data or other information about other users; (o) intentionally make available “spoofed” files or data, or files or data with any type of information designed to misidentify the actual content of a file or which is intended to mislead the recipient of the file; (p) except as expressly specified in the applicable Services Description, utilize the Services for the benefit of any third party or charge any person for the use or distribution of the Services; (q) take any steps to interfere with or in any manner compromise any security measures with respect to the Services or any data or file transmitted, processed or stored on or through the Services; or (r) perform any activity which will or may breach the rights of any third party.

Violation of any of these conditions may result in the termination of your account.

6.     Third Party Service Providers and Sites

Content available through our Services may include links to third party websites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links do not mean that we endorse these third-party sites or services. We are not responsible or liable for any Content or other materials on these third-party sites. Any dealings that you have with third party sites found on our Services are between you and the site and you acknowledge and agree that we are not liable for any loss or claim you may have against a third-party site.

7.     Disclaimer of Warranties

We provide our Services “as is”, “with all faults” and “as available.” We and our suppliers make no express warranties or guarantees about the Services. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICES AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH OUR SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS, ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OUR SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY OF OUR REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that these Terms cannot change.

8.     Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF OUR SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES AND OTHER THIRD PARTY ITEMS AND/OR THIS AGREEMENT, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.     Indemnification

Except for claims covered under our indemnity to you under this Section, you agree to defend and indemnify us from any and all claims brought against MTC by third parties, and will hold us harmless from all corresponding claims for cost, losses, damage, expenses (including reasonable attorneys’ fees), or liability incurred by us arising out of or related to your misuse, modification or alteration of the Services or from your or any of your users’ providing of or use of your data, provided that we: (i) provide notice of the claim promptly to you; (ii) give you sole control of the defense and settlement of the claim; (iii) provide to you all available information, assistance and authority to defend; and (iv) have not compromised or settled such proceeding without your prior written consent.

9.1.          Indemnification for Intellectual Property Claims Relating to Services.

We will defend, at our expense, any legal proceeding brought against you to the extent it is based on a claim that the use of the Service is a direct infringement of a copyright or, to our knowledge, a United States patent, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that you (i) provide prompt notice of the claim to us; (ii) give us sole control of the defense and settlement of the claim; (iii) provide to us all available information, assistance, and authority to defend; and (iv) have not compromised or settled such proceeding without our prior written consent.

Should the Service or any portion thereof become, or in our opinion be likely to become, the subject of a claim for which indemnity is provided under this Section, we will, as your sole and exclusive remedy, elect in our sole discretion to: (i) obtain for you the right to use the Service; (ii) replace or modify the Service so that it becomes non-infringing; or (iii) agree to terminate the grant of right of use of the Service .

We will have no liability for any infringement or claim which results from: (i) modifications made by you or third parties or modifications made by us based on specifications or instructions provided by you; (ii) use of the Service in combination with any equipment, software, or data, not produced by us; (iii) our compliance with your designs or specifications or modifications made by parties other than us; or (iv) use of the Service in a manner prohibited under these Terms or in a manner for which the Service was not designed.

Entire Liability. The provisions of this section set forth the entire indemnification obligations of MTC and the sole remedies of MTC with respect to intellectual property indemnification.

10.  International Use

We make no representation that Content on the Services is appropriate for use in locations outside the United States and accessing it from territories where the Content is illegal is prohibited. If you choose to access a Service from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.

11.  Miscellaneous, Choice of Law and Location for Resolving Disputes

11.1.       Waiver and Severability

No waiver of by MTC of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MTC to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. You agree that the laws of the State of Maryland govern this contract and any claim or dispute that you may have against us, without regard to Maryland’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You agree to waive claims that you might otherwise have against us based on the laws of other jurisdictions, including your own. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of Maryland or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.