Previous Terms of Use

These Terms of Use ("Terms") constitute a binding agreement between Metadata, Inc. ("Metadata," "we," "us," or "our") and the entity or person ("Customer," "you," or "your") identified on the applicable Order Form. By executing an Order Form referencing these Terms, you agree to be bound by these Terms.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 "Authorized Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms.

1.3 "Confidential Information" means all non-public information disclosed by a party to the other party, whether orally 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.

1.4 "Customer Data" means all electronic data or information submitted by Customer to the Services, including data from Connected Ad Accounts, CRM integrations, and audience lists.

1.5 "Documentation" means the user manuals, help documentation, and other technical materials made available by Metadata relating to the Services.

1.6 "Order Form" means an ordering document or online order specifying the Services to be provided, including pricing, quantities, and any additional terms.

1.7 "Professional Services" means implementation, configuration, training, consulting, or other professional services provided by Metadata to Customer as specified in an Order Form or Statement of Work.

1.8 "Services" means the Metadata platform and related software-as-a-service offerings described in the applicable Order Form, including all updates, enhancements, and modifications thereto.

2. Use of Services

2.1 Access Grant. Subject to the terms and conditions of these Terms and the applicable Order Form, Metadata grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to access the Services, provided that Customer ensures each Authorized User complies with these Terms. Customer is responsible for all acts and omissions of its Authorized Users.

2.3 Usage Restrictions. Customer shall not: (a) sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services; (b) modify or make derivative works based upon the Services; (c) reverse engineer or access the Services in order to build a competitive product or service; or (d) copy any features, functions, or graphics of the Services.

2.4 Customer Responsibilities. Customer shall: (a) be responsible for its Authorized Users' compliance with these Terms; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (c) use the Services only in accordance with applicable laws and regulations; and (d) provide accurate and complete information as required for the Services.

3. Fees and Payments

3.1 Fees. Customer shall pay all fees specified in the applicable Order Form. All fees are non-cancelable and non-refundable except as expressly set forth in these Terms.

3.2 Payment Terms. Unless otherwise specified in the Order Form, all invoices are due and payable within thirty (30) days of the invoice date. Customer shall make all payments without withholding or deduction.

3.3 Fee Increases. For renewal terms, Metadata may increase the fees by providing written notice at least sixty (60) days prior to the end of the then-current Subscription Term. Any such increase shall not exceed seven percent (7%) of the fees for the immediately preceding Subscription Term unless otherwise agreed.

3.4 Late Payments. If any invoiced amount is not received by the due date, Metadata reserves the right to charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due.

3.5 Taxes. All fees are exclusive of taxes. Customer is responsible for paying all applicable taxes, levies, and duties, excluding taxes based on Metadata's net income.

4. Term and Termination

4.1 Subscription Term. The initial subscription term shall be as specified in the applicable Order Form ("Initial Term"). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the subscription shall automatically renew for successive periods equal to the Initial Term (each a "Renewal Term" and, together with the Initial Term, the "Subscription Term").

4.2 Termination for Cause. Either party may terminate these Terms or any Order Form upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice thereof; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4.3 Effect of Termination. Upon termination or expiration: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer shall cease all use of the Services; (c) each party shall return or destroy all Confidential Information of the other party; and (d) any fees owed to Metadata prior to termination shall become immediately due and payable.

4.4 Survival. Sections 1 (Definitions), 3 (Fees and Payments, to the extent of any outstanding obligations), 5 (Intellectual Property Rights), 8 (Confidentiality), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Disputes), and 14 (Miscellaneous) shall survive any termination or expiration of these Terms.

5. Intellectual Property Rights

5.1 Metadata IP. Metadata and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth herein.

5.2 Customer Data. Customer retains all right, title, and interest in and to the Customer Data. Customer grants Metadata a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely to the extent necessary to provide the Services.

5.3 Aggregated Data. Metadata may collect and use aggregated, anonymized, or de-identified data derived from the Services for its own business purposes, including benchmarking, analytics, and product improvement, provided that such data does not identify Customer or any individual.

5.4 Feedback. If Customer provides suggestions, ideas, or other feedback regarding the Services ("Feedback"), Metadata may use and incorporate such Feedback without restriction or obligation.

6. Professional Services

6.1 Scope. Metadata shall provide Professional Services as described in the applicable Order Form or Statement of Work. All Professional Services are performed on a time-and-materials basis unless otherwise specified.

6.2 Cooperation. Customer shall provide reasonable cooperation and access to information as reasonably required for Metadata to perform the Professional Services.

6.3 Deliverables. All deliverables created by Metadata in the course of providing Professional Services shall be owned by Metadata and licensed to Customer for use in connection with the Services during the Subscription Term.

7. Prohibited Activities

Customer shall not, and shall not permit any Authorized User or third party to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• Upload, transmit, or distribute any content that is defamatory, obscene, harassing, or otherwise objectionable;
• Interfere with or disrupt the integrity or performance of the Services or related systems;
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks;
• Use the Services to transmit unsolicited or unauthorized advertising, promotional materials, spam, or similar communications;
• Use the Services to infringe the intellectual property rights of any third party;
• Use the Services to store or transmit malicious code, viruses, or harmful software;
• Use any automated means, including robots, crawlers, or scrapers, to access the Services for any purpose without Metadata's prior written consent;
• Benchmark, test, or evaluate the Services for competitive purposes without Metadata's prior written consent;
• Remove, alter, or obscure any proprietary notices on the Services.

8. Confidentiality

8.1 Obligations. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms.

8.2 Permitted Disclosures. A party may disclose Confidential Information to its employees, Affiliates, agents, and professional advisors who need to know such information for purposes consistent with these Terms and who are bound by confidentiality obligations no less restrictive than those herein.

8.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party.

8.4 Compelled Disclosure. If a party is compelled by law to disclose the other party's Confidential Information, it shall provide prior notice to the other party (to the extent legally permitted) and reasonable assistance if the other party wishes to contest the disclosure.

8.5 Duration. The obligations of confidentiality shall survive for a period of three (3) years after the expiration or termination of these Terms, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

9. Data Protection

9.1 To the extent Metadata processes personal data on behalf of Customer, the parties shall enter into a Data Processing Addendum, which shall form part of these Terms.

9.2 Customer acknowledges that in using the Services, Customer may direct the processing of personal data of individuals in various jurisdictions and shall ensure compliance with applicable data protection laws.

10. Warranties and Disclaimers

10.1 Metadata Warranties. Metadata warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) Metadata has the authority to enter into these Terms.

10.2 Customer Warranties. Customer warrants that: (a) it has the authority to enter into these Terms; (b) it has all rights necessary to provide Customer Data to Metadata; and (c) its use of the Services will comply with all applicable laws.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." METADATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. METADATA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

11.1 Cap. EXCEPT FOR OBLIGATIONS ARISING FROM SECTION 8 (CONFIDENTIALITY) OR SECTION 12 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO METADATA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

12.1 By Metadata. Metadata shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services as provided by Metadata infringe any intellectual property right of a third party, and shall pay all damages finally awarded or agreed to in settlement.

12.2 By Customer. Customer shall defend, indemnify, and hold harmless Metadata from and against any third-party claim arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer Data; or (c) Customer's violation of applicable laws, and shall pay all damages finally awarded or agreed to in settlement.

12.3 Conditions. The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control of the defense and settlement; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense.

13. Disputes

13.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.

13.2 Jurisdiction. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby consent to the personal jurisdiction and venue therein.

13.3 Equitable Relief. Nothing in this section shall prevent either party from seeking equitable relief (including injunctive relief) in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14. Miscellaneous

14.1 Entire Agreement. These Terms, together with all Order Forms and any applicable Data Processing Addendum, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, proposals, or representations.

14.2 Amendments. These Terms may only be modified by a written amendment signed by both parties, except that Metadata may update the Terms from time to time by providing notice to Customer.

14.3 Assignment. Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

14.4 Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver thereof.

14.5 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

14.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, or disruption of telecommunications or internet services.

14.7 Notices. All notices under these Terms shall be in writing and sent to the addresses specified in the applicable Order Form or to such other address as a party may designate in writing.

14.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.