Terms of Service
Last updated: August 6th, 2024
TABLE OF CONTENTS
1. AGREEMENT TO TERMS
Welcome and thank you for your interest in Metorra Systems, Inc. (“Metorra Systems”, "we", "us" and/or "our"). These Terms of Service (this “Agreement”) describes the terms and conditions that apply to your use of our website located at www.metorrasystems.com and subdomains of metorrasystems.com (collectively, the “Website”) and the products, services, content and other resources available on or enabled via our Website (collectively, the “Services”).
By registering for an account (the "signup process") or using the Services in any way, you or the entity you represent (the “Customer”) are unconditionally consenting to be bound by and becoming a party to this Agreement with Metorra Systems. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these terms. If you do not agree with any of these terms, you are prohibited from using or accessing this Website.
2. ELIGIBILITY
You certify that you are a person at least 18 years of age and reside within the United States. Persons residing outside of the United States of America or are under the age of 18 are not permitted to use or register on the Website. The Services may only be used or accessed through an electronic device controlled by you at all times. A valid Metorra Systems account may only be created and maintained if you provide valid information in the signup process, and you regularly update such information to assure its accuracy. You shall be responsible for maintaining the confidentiality of login information associated with your account. Each user must have unique login credentials that must not be shared by multiple users. You are responsible for all activities that occur under your account.
3. CUSTOMER RESPONSIBILITIES
The Customer shall provide Metorra Systems a comprehensive brief of its needs and reasonably cooperate with Metorra Systems to enable the us to provide the Services in a timely and optimal manner.
The Customer e.g., provides assistance, technical information, and decisions to Metorra Systems, as reasonably requested by Metorra Systems. The Customer will work closely with Metorra Systems to provide information and feedback so Metorra Systems can create new works or derivatives based on the Services chosen or make adjustments as appropriate. The Customer shall have sole responsibility for ensuring the accuracy of all information provided to Metorra Systems. The Customer ensures that its relevant entities have the necessary skills and authority to participate and provide information and decisions as required. The Customer is responsible for the suitability of the Services for the Customer’s intended purposes. Metorra Systems is not liable for any errors, defects, liabilities, or delays in the Services that are attributable to the Customer’s non-compliance with its foregoing obligations.
4. DELIVERY AND ACCEPTANCE OF SERVICES
Upon Metorra Systems stating that the Services (or a part thereof) are complete, the Customer has 14 business days to review the relevant results of the Services. If Customer does not report any errors or faults within this timeframe, the Customer is deemed to have accepted the result(s) of the Services. Upon notification from the Customer regarding under deliveries in the delivered results that render the result(s) of the Services valueless unless such errors are due to the Customer, Metorra Systems agrees to take corrective action 30 business days after the duration encompassing receiving any tangible or intangible property installed or delivered to the Customer and the procurement of replacement or supplementary tangible or intangible property from us or a third-party.
The Customer may not claim a breach, terminate, or cancel the Services or any part thereof if there are omissions, errors, or faults with the Services provided by Metorra Systems. Metorra Systems will not be liable to the Customer for any loss or damage that results from omissions, errors, or faults related to the products and services it provides.
5. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Website is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Website “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Website, the Content and the Marks.
6. FEES AND PAYMENTS
Metorra Systems may invoice for the Services as set out in its offer or, if the offer does not specify prices, according to its standard fees and rates as in effect from time to time. If not otherwise agreed upon in writing, the fees will be invoiced on a monthly basis or upon completion of the Service as determined most appropriate by Metorra Systems. Unless otherwise agreed, the payment term will be 30 days net. Metorra Systems may charge late-payment interest on any overdue payments as provided for in law. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be made in the currency of, and within the borders of the United States.
Metorra Systems reserves the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order and shall refund the difference of the Service provided if the Customer has received any.
7. CANCELLATION OF SERVICES
Metorra Systems may stop providing Services with immediate effect, upon notice to the Customer, for any of the following reasons: (i) if the Customer fails to make payment when due or otherwise fails to perform any of the provisions of these Terms; (ii) if the Customer makes an assignment for the benefit of creditors; (iii) if the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to winding up, insolvency, receivership, administration, liquidation, or examinership; (iv) if the Customer ceases doing business or is likely to cease doing business; or (v) in the opinion of Metorra Systems, the credit of the Customer is or may be impaired.
The Customer will nevertheless remain liable for balances due on Services ordered, whether billed or unbilled, and Metorra Systems will send an invoice to the Customer, which the Customer agrees to promptly pay.
8. PRIVACY AND SECURITY
Your use of the Website is subject to our Privacy Policy. You agree that you have read our Privacy Policy, and it is reasonable and acceptable to you. Your acceptance of these Terms is also your consent to the information practices in our Privacy Policy.
9. LIMITATION OF LIABILITY
In no event will Metorra Systems be liable to Customer for any loss of profit, incidental or indirect damages arising out of Customer’s use or inability to use the Services.
Metorra Systems' total liability to Customer will in any event be limited to the payments actually received from the Customer under the offer and in respect of the Services at issue during the past twelve months. Any limitation of liability herein shall not limit liability for loss caused through wilful misconduct, gross negligence or for such liability for which liability cannot be limited under applicable mandatory laws.
Metorra Systems shall not be liable for any failure to perform any of its obligations under these Terms due to an event of force majeure. Events of force majeure are events beyond the control of Metorra Systems and include, without limitation, war, civil unrest, strikes, lock-outs and other labour disputes, acts of government, extreme weather, natural disasters, accidents or some other unusual event with equally drastic effects.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to any of its conflicts of law principles.
Any disputes arising out of or relating to these Terms of Services or your use of our Services shall be resolved through binding arbitration in California, in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and the decision of the arbitrator shall be final and binding on both parties.
11. PROHIBITED ACTIVITIES
You agree not to engage in any of the following activities while using our Services: (i) attempting to hack, disrupt, or compromise the security of our Website or Services; (ii) reverse engineering or analyzing our Services, including intangible property provided by Metorra Systems, with the intent of creating a similar product, especially by competitors; (iii) violating any applicable laws or regulations; (iv) using the Services for any illegal or unauthorized purpose; (v) transmitting any viruses, malware, or other harmful code; (vi) harassing, threatening, or defaming other users or third parties; (vii) infringing upon the rights of others, including intellectual property rights.
12. TERMINATION
These Terms of Services shall remain in full force and effect while you use the Website. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICES, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY ENTITY FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICES OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If Metorra Systems terminates or suspends the Customer's account for any reason, the Customer is prohibited from registering and creating a new account under a new name, a fake or borrowed name, or the name of another entity, even if the Customer is acting on behalf of a third party. In addition to terminating or suspending the Customer's account, Metorra Systems reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
13. CONTACT US
If you have any questions, concerns or are unclear about any part of the Terms of Services, please Contact Us.