Agreement to Terms
Please read these Terms of Use ("Terms") carefully
before clicking the "I Agree" button or using Metolius® (the
"Application"). By accessing the Application, you signify that you
have read, understand, and agree to be bound by these Terms of Use, whether or not you are a registered user of the Application.
If you do not agree to these Terms of Use, please do not use the Application.
These Terms are a legal agreement between you (either an
individual or a single entity) and Metolius Technologies INC. (Metolius) that
governs your use of the Application. If you do not agree to these Terms, do not
click on the "I Agree" button, and do not use the Application.
You agree to our use of your personal information in accordance
with our Privacy Policy, which is available at here. Your use of the
Application is subject to the Privacy Policy
Arbitration Notice
Unless you opt out of arbitration within 30 days of the date you
first agree to these terms by following the opt-out procedure specified in the
"Arbitration Agreement and Class Action Waiver" section below, you agree that
most disputes between you and Metolius will be resolved by binding, individual
arbitration, and you are waiving your right to a trial by jury or to
participate as a plaintiff or class member in any purported class action or
representative proceeding.
Limited License
So long as you comply with these Terms of Use, you may access
the Application and view the Materials for non-commercial purposes. You may
download and print a reasonable number of the Materials for your personal use
only. You may not use, download, print, copy, distribute, or modify Materials
for any other purpose.
License Restrictions
Your right to use the Application is conditioned on compliance
with these Terms and applicable laws. You may not (and you may not permit
anyone else to):
Intellectual Property
All materials included within the Application, such as
information, videos, graphics, articles and reports, and the software powering
the Application ("Materials"), are the property of Metolius or its licensors.
The Materials are protected by copyright, trademark and other intellectual
property laws.
The Metolius trademark and other trademarks and logos that we
use are trademarks of Metolius. Any third-party trademarks that appear on the
Application are the property of their respective owners. You may not use any of
these trademarks without express written permission from Metolius or the
third-party owners.
Third-Party Services
The Application may display, include, or make available
third-party content (including data, information, applications, and other products
services) or provide links to third-party websites or services
("Third-Party Services").
You acknowledge and agree that Metolius shall not be responsible
for any Third-Party Services, including their accuracy, completeness,
timeliness, validity, copyright compliance, legality, decency, quality, or any
other aspect thereof. Metolius does not assume and shall not have any liability
or responsibility to you or any other person or entity for any Third-Party
Services.
Third-Party Services and links thereto are provided solely as a
convenience to you and you access and use them
entirely at your own risk and subject to such third parties' terms and
conditions.
Copyright Takedown Policy
Metolius respects intellectual property rights. If you believe
your copyrighted work has been copied or posted on or through the Application
in a way that constitutes copyright infringement, then please contact us at
info@Metolius.com and provide the following information:
Consult your legal advisor before filing an infringement notice
because there can be penalties for false claims under the Digital Millennium
Copyright Act.
Communications
By providing your contact information, you agree to receive
certain electronic communications from us. You agree that any notice, agreement,
disclosure or other communication that we send you electronically will satisfy
any legal notice requirements, including that such communications be in
writing. All calls, emails and other communications between you and Metolius
may be recorded.
Termination; Cooperation with Law Enforcement
If we believe you have violated these Terms or any applicable
law, we may terminate your account, block access to or use of the Application,
and investigate and suspected violations of these Terms.
Warranty Disclaimer
THE APPLICATION IS PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT
WARRANTIES OF ANY KIND. YOU USE THE APPLICATION SOLELY AT YOUR OWN RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND RELATED
TO YOUR USE OF THE APPLICATION, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, QUALITY,
PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATION WILL
PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE.
Limitation of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METOLIUS, ITS
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND LICENSORS
WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR
LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF
WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER
CAUSED, WHETHER BASED ON UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT,
WARRANTY OR ANY OTHER LEGAL THEORY.
IN NO EVENT WILL METOLIUS' TOTAL LIABILITY TO YOU ARISING OUT OF
OR IN CONNECTION WITH THE APPLICATION OR MATERIALS EXCEED $100.
The exclusions and limitations of damages set forth above are
fundamental elements of the basis of the bargain between Metolius and you. Some
states do not allow the exclusion or limitation of incidental or consequential
damages, so the above limitation or exclusion may not apply to you.
Indemnity
You agree to defend and indemnify Metolius, its affiliates,
licensors and service providers, and their respective officers, directors,
employees, contractors, agents, licensors, suppliers, successors and assigns
from and against any claims, liabilities, damages, judgments, awards, losses,
costs, expenses or fees (including reasonable attorneys' fees) arising out of
or relating to your violation of these Terms or your use of the Application.
For U.S. Government End Users
The Application and related documentation are "Commercial
Items", as that term is defined under 48 C.F.R. $2.101, consisting of
"Commercial Computer Software" and "Commercial Computer Software
Documentation", as such terms are used under 48 C.F.R. $12.212 or 48
C.F.R. $227.7202, as applicable. In accordance with 48 C.F.R. $12.212 or 48
C.F.R.
$227.7202-1 through 227.7202-4, as applicable, the Commercial
Computer Software and Commercial Computer Software Documentation are being
licensed to U.S. Government end users (a) only as Commercial Items and (b) with
only those rights as are granted to all other end users pursuant to the terms
and conditions herein.
Changes to these Terms of Use
Metolius reserves the right, in its sole discretion, to modify
or replace these Terms at any time. If we change these Terms, we"ll let you
know either by posting the modified Terms within the Application or by
communicating with you directly. Your continued use of the Application will be
considered your acceptance to the revised Terms.
Because we constantly improve the Application, we may change or
discontinue any part of the Application, at any time and without notice.
Arbitration Agreement and Class Action Waiver
Subject to the exceptions described below, all disputes arising
out of or related to these Terms or any aspect of your relationship with Metolius,
whether based in contract, tort, statute, fraud, misrepresentation, or any
other legal theory, will be resolved through final and binding arbitration
before a panel of three arbitrators instead of in a court by a judge or jury.
Arbitration procedures are simpler and more limited than rules applicable in
court.
Arbitration is mandatory for the claims covered under this
arbitration agreement. You agree that Metolius and you are each waiving the
right to trial by a jury, and that any arbitration will take place on an
individual basis. You hereby waive the ability to participate in a class
action. The parties agree that the panel will have exclusive authority to
resolve any disputes relating to the interpretation, applicability,
enforceability or formation of this arbitration agreement.
You and Metolius each retain the right to: (i) bring an
individual action in small claims court and (ii) seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or
threatened infringement or misappropriation of a party's trade secrets or
intellectual property rights.
You will also have the right to litigate any other dispute that
would otherwise be subject to this arbitration agreement if you opt out of the
arbitration agreement by sending an email to info@metoliusaa.com or a letter to
12725 SW Millikan Way, Suite 300 Beaverton, OR 97005within 30 days after the
date you first agree to these Terms. If you don't provide Metolius with a
timely opt-out notice, this arbitration agreement applies.
The arbitration will be administered by the American Arbitration
Association ("AAA") under its Consumer Arbitration Rules (currently available
at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The
panel will conduct hearings, if any, by teleconference or videoconference,
rather than by personal appearances, unless the panel determines that an
in-person hearing is appropriate. Any in-person appearances will be held at a
location that is reasonably convenient to both parties. If the parties are
unable to agree on a location, the panel will determine the location. If you
demonstrate that the costs of arbitration will be prohibitive as compared to
the costs of litigation, Metolius will contribute to your filing and hearing
fees as the panel deems necessary to prevent the arbitration from being
cost-prohibitive. The panel's decision will follow these Terms (including the
Limitation of Liability provision) and will be final and binding. The panel
will have authority to award temporary, interim or permanent injunctive relief
or relief providing for specific performance of this Agreement, but only to the
extent necessary to provide relief warranted by the individual claim before the
panel. The award rendered by the panel may be confirmed and enforced in any
court having jurisdiction.
Governing Law
The laws of Oregon, United States, excluding its conflicts of
law rules, shall govern these Terms and your use of the Application. Your use
of the Application may also be subject to other local, state, national, or
international laws. These Terms shall not be governed by the United Nations
Convention on Contracts for the International Sale of Good.
Miscellaneous
The terms that by their
nature may survive termination shall remain in effect and survive the
termination of these Terms of Use, including without limitation, Content
Submitted, Ownership, Indemnity, Warranty Disclaimer, Limitation of Liabilities
and Damages and Miscellaneous.
These Terms are personal
to you, the user. You may not assign these Terms or any rights and licenses in
these Terms to another party. These Terms may be assigned by Metolius without
restriction
Any cause of action or
claim you may have with respect to Metolius or the Application (including
without limitation the purchase of products and services) must be commenced
within one year after the claim or cause of action arises
Our failure to exercise
or enforce any right or provision of the Terms will not constitute a waiver of
that or any other right or provision. Neither the course of conduct between the
parties nor trade practice shall modify any of the terms in these Terms.
These Terms and the
Privacy Notice constitute the entire agreement between you and us and govern
your use of the Application. These Terms supersede any prior agreements,
communications, representations, or understandings between you and us,
including without limitation any prior versions of these Terms. Additional
terms and conditions may apply when you use or purchase other Metolius products
or services, which will be provided to you at the time of such use or purchase.
Contact Information
If you have any questions about these Terms, please contact us
at info@metoliusaa.com.