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 firstname.lastname@example.org.
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.
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.
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.
Free Subscription. Unless you purchase a Paid Subscription, your access to the Services will be limited to the Services that MetaGeek makes available generally to registered users. MetaGeek will not provide technical support to subscribers who have not purchased a Paid Subscription. If you do not have a Paid Subscription, you may only use the Services for internal, non-commercial purposes, and MetaGeek will automatically collect certain information about your use of the Services. If you purchase a Paid Subscription, you may opt out of the collection of such information.
Paid Subscription. Additional applications and functionalities of the Services will be available for purchase on either an annual or monthly subscription basis at MetaGeek’s then current prices (“Paid Subscription”). If you purchase a monthly Paid Subscription, payments will be due monthly. If you purchase an annual Paid Subscription, payments will be due annually. All payments are final and are non-refundable. All payments due under these Terms of Service will be made: (a) by check or bank wire transfer, in immediately available funds; (b) by credit card on a recurring basis; and (c) in either case, in US Dollars within thirty (30) days of the invoice date.
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.
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.
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.
"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.
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.
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.
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:
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.
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.
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.
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.
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).
These Terms of Service including all documents referenced in these Terms of Service sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with MetaGeek and limits the manner in which you can seek relief from MetaGeek, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial. You and MetaGeek agree that any dispute arising out of or related to these Terms of Service or our Services is personal to you and MetaGeek and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
15.1 Arbitration Procedure. Except for small claims disputes in which you or MetaGeek seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or MetaGeek seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and MetaGeek waive your rights to a jury trial and to have any dispute arising out of or related to these Terms of Service or our Services resolved in court. Instead, for any dispute or claim that you have against MetaGeek or relating in any way to the Services, you agree to first contact MetaGeek and attempt to resolve the claim informally by sending a written notice of your claim (“Claim Notice”) to MetaGeek by email at email@example.com or by certified mail addressed to MetaGeek, LLC, Attn: Legal Department 1109 W. Main St, Suite 500, Boise, ID, 83702. The Claim Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and MetaGeek cannot reach an agreement to resolve the claim within thirty (30) days after such Claim Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Boise, Idaho in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. You and MetaGeek agree that these Terms of Service affect interstate commerce and that the enforceability of this Section 15.1 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms of Service and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
15.2 Confidentiality of Arbitration Proceedings. The arbitrator, MetaGeek, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
15.3 Arbitration Fees and Award. You and MetaGeek agree that for any arbitration you initiate, you will pay the filing fee and MetaGeek will pay the remaining JAMS fees and costs. For any arbitration initiated by MetaGeek, MetaGeek will pay all JAMS fees and costs. You and MetaGeek agree that the state or federal courts of the State of Idaho and the United States sitting in Boise, Idaho have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
15.4 Time Limit to Claims. Any claim arising out of or related to these Terms of Service or our Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and MetaGeek will not have the right to assert the claim.
15.5 Notice of Opt-Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms of Service by emailing firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.6.
15.6 Governing Law and Venue. These Terms of Service will be governed by and construed in accordance with the laws of the State of Idaho applicable to agreements made and to be entirely performed within the State of Idaho, without resort to its conflict of law provisions. To the extent the applicable, the state or federal court in Boise, Idaho will be the jurisdiction in which any suits should be filed if they relate to these Terms of Service.
Neither these Terms of Service nor any right or duty under these Terms of Service may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of MetaGeek, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Subject to the foregoing, these Terms of Service will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Services. You may provide legal notice to us via email to email@example.com with a duplicate copy sent via registered mail, return receipt requested, to the following address: MetaGeek, LLC, 1109 W. Main St, Suite 500, Boise, ID, 83702. Any such notice, in either case, must specifically reference that it is a notice given under these Terms of Service. 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 certain electronic mail from us by following the opt-out instructions provided in the message.
If any provision of these Terms of Service is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms of Service will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms of Service is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms of Service so as to recreate the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Except for payments due under these Terms of Service, neither party will be responsible for any failure to perform, interruption, or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers being used by MetaGeek to link its servers to the Internet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
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
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.