METAGEEK TERMS OF SERVICE

Last Updated: March 16, 2018

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR WEBSITES OR OTHER PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR WEBSITES OR OTHER PRODUCTS OR SERVICES. Should you have any questions concerning these Terms, please contact support@metageek.com.

These Terms of Service ("Terms") apply to your access to, and use of, the websites (including www.metageek.com and its subdomains) and other products and services (collectively, "Services") of MetaGeek, LLC ("MetaGeek," "we" or "us"). These Terms do not alter in any way the terms or conditions of any other agreement you may have with MetaGeek for products or services. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf and that such entity agrees to be responsible to us if you violate these Terms.

MetaGeek reserves the right to change or modify these Terms at any time and in our sole discretion. If MetaGeek makes changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, by providing notice through the Services, or by updating the "Last Updated" date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Services. If you do not agree to any amended Terms, you must stop using the Services.

1. Privacy Policy

Please refer to our Privacy Policy at https://www.metageek.com/legal/privacy-policy.html for information about how MetaGeek collects, uses, and discloses information about our users.

2. Your Account

To obtain access to certain Services, you may be required to obtain an account with MetaGeek (become a "Registered User"), by completing a registration form and designating an account name and password. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner.

Until you apply for and are approved by MetaGeek to become a Registered User, in MetaGeek’s sole discretion, your access to the Service will be limited to the areas of the Service that MetaGeek makes available to the general public. When registering with MetaGeek you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service’s registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. We reserve the right to reclaim account names, or to take other reasonable action as necessary, on behalf of any business or individual that holds legal claim, including trademark rights, in a name.

Only you may use your Service account. You must keep your account and passwords confidential and not authorize any third party to access or use your account. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. MetaGeek will not be liable for any loss or damage arising from any unauthorized use of your accounts.

3. Eligibility

The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Services; and (c) have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party.

4. Fees and Payments

The fees applicable for Service ("Fees") are available on the website and as published within the Service. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any applicable taxes not invoiced by MetaGeek. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

You must be authorized to use the payment method that you enter when you create your account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you've approved, and we'll notify you in advance of the difference for recurring subscription Services. Once we have informed you that the Service will be automatically renewed, we may automatically renew your Service and charge you for any renewal term.

You must keep all information in your account current. You can access and modify your account information by logging into your account. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your account before we reasonably could act on your request.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

5. Copyright and Limited License

Unless otherwise indicated on the Services or otherwise by MetaGeek, the Services and all content and other materials therein, including, without limitation, the MetaGeek logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of MetaGeek or our licensors or users and are protected by U.S. and international copyright laws.

You are hereby granted a limited, nonexclusive, non-sublicensable license to access and use the Services and Content; however, such license is subject to these Terms and does not include (a) any resale or commercial use of the Services or the Content therein; (b) the distribution, public performance or public display of any Content; (c) modifying or otherwise making any derivative uses of the Services or the Content, or any portion thereof; (d) downloading (other than the page caching) of any portion of the Services, the Content or any information contained therein, except as expressly permitted on the Services; and (e) any use of the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without the prior written permission of MetaGeek, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by MetaGeek, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

Notwithstanding anything to the contrary in these Terms, the Services and Content may contain software components and Content that are subject to separate license terms, in which case those license terms will apply to the access and use of such software components and Content.

6. Trademarks

"MetaGeek" and the MetaGeek logo and any other MetaGeek product or service names, logos or slogans that may appear on the Services are trademarks of MetaGeek, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MetaGeek or the applicable trademark holder. You may not use any metatags or other "hidden text" utilizing "MetaGeek" or any other name, trademark or product or service name of MetaGeek without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of MetaGeek and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by MetaGeek.

7. Third-Party Content

MetaGeek may provide third-party content on the Services and may provide links to web pages and content of third parties (collectively, "Third-Party Content") as a service to those interested in this information. MetaGeek does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that MetaGeek is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.

8. Suspension and Termination of the Service.

You may stop using the Services at any time. We reserve the right, to temporarily suspend or terminate your access to your account or the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause MetaGeek to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; or (e) unplanned technical problems and outages.

9. Acceptable Use

You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or MetaGeek. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by MetaGeek) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

  1. modify, alter, tamper with the Service;
  2. reverse engineer, disassemble or decompile the software used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
  3. use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any documentation or any other policy, instruction or terms applicable to the Service that are available on the Service ("Policies");
  4. remove, obscure or alter any proprietary rights notice pertaining to the Service;
  5. use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  6. interfere with or disrupt servers or networks used by MetaGeek to provide the Service or used by other users’ to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any software or the Service;
  7. access or attempt to access MetaGeek’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means; or
  8. share passwords or other access information or devices or otherwise authorize any third party to access or use the software or the Service.

MetaGeek reserves the right, in its sole discretion, to deactivate, change and/or require you to change your user ID for any reason or for no reason. MetaGeek may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

10. Feedback

You can submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or materials about MetaGeek and the Services ("Feedback"). Feedback, whether submitted through the Services or otherwise, is non-confidential and shall become the sole property of MetaGeek. MetaGeek shall own exclusive rights, including all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. Indemnification

You agree to defend, indemnify and hold harmless MetaGeek and our partners, independent contractors, service providers and consultants and our respective directors, officers, employees and agents (collectively, the "MetaGeek Parties") from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) any Feedback you provide; and (c) your violation of these Terms.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY METAGEEK, THE SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. METAGEEK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT CONTAINED THEREIN. METAGEEK DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE METAGEEK ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, METAGEEK CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

MetaGeek reserves the right to change any and all Content contained in the Services and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by MetaGeek. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumer, so some or all of the disclaimers in this section may not apply to you.

13. Limitation of Liability

IN NO EVENT SHALL METAGEEK OR THE METAGEEK PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM METAGEEK, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO METAGEEK'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF METAGEEK, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR TO THESE TERMS EXCEED ONE HUNDRED DOLLARS ($100.00).

14. Modifications to the Services

MetaGeek reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that MetaGeek will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.

15. Applicable Law; Arbitration

You are contracting with MetaGeek, LLC with an address at 1109 W Main Street, Suite 500, Boise, ID 83702. The laws of the State of Idaho, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH METAGEEK AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM METAGEEK.

You and MetaGeek agree to arbitrate any dispute arising from these Terms or your use of the Services, except that you and MetaGeek are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and MetaGeek agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to MetaGeek shall be sent to Ryan Woodings, 1109 W Main Street, Suite 500, Boise, ID 83702. You and MetaGeek further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Boise, Idaho; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS (Judicial Arbitration and Mediation Services); and (d) that the state or federal courts in Ada County, Idaho have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND METAGEEK WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

16. Consent to Electronic Communications and Solicitations

By registering with MetaGeek, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding MetaGeek’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

17. Severability; Waiver; Assignment

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.

18. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, MetaGeek has adopted a policy of terminating, in appropriate circumstances and in our sole discretion, account holders or other users of the Services who are deemed to be repeat infringers. MetaGeek may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you believe that anything on the Services infringes any copyright which you own or control, you may file a notification of such infringement with our designated agent as set forth below:

Name of Designated Agent: Alison Dorsey
Address: 1109 W Main Street, Suite 500, Boise, ID 83702
Phone: 208.639.3140
Fax: 208-441-6483
Email: legal@metageek.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You also should note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.