©2020 by Metaprise.

Terms and Conditions of Use

Metaprise, Inc. (hereinafter, “Metaprise,” “we,” us,” and “our”) own and operate the website located at https://metaprise.com and https://app.metaprise.com (the “Site”). Our mission is simply to create opportunities by connecting private companies with people who may be able to provide financing, advice, and other support.

Acceptance

By accessing the Site and/or using any services, features, content, or applications that may be offered from time to time (together with the Site, the “Services”), you agree to be bound by all of the provisions in the Terms of Use (“TOU”). By continuing to access, link to, or use the Services, including any information, features, and functionality located on the Services, you signify your acceptance of and agree to be legally bound by the TOU. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOU, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.

Metaprise reserves the right, in its sole discretion, to modify the TOU at any time, with or without notice to you. Any such modifications shall be effective immediately, so you should continue to review the TOU whenever you access the Services for use. Your use of the Services, or any product on the Services, after the posting of modifications to the TOU will constitute your acceptance of the TOU, as modified. If, at any time, you do not wish to accept the TOU, you should immediately discontinue any use of the Services. Any terms and conditions proposed by you which are in addition to or which conflict with the TOU are expressly rejected by us and shall be of no force or effect.

Privacy Policy; Additional Terms

Use of the Site and the Services is subject to the Metaprise Privacy Policy. The terms of the Privacy Policy are incorporated into the TOU by this reference. To view our Privacy Policy, please https://metaprise.com/privacy.

Your access to and/or use of certain portions of the Site and certain of the Services may require you to accept other terms and conditions applicable to such services. To the extent there is any conflict between the TOU and any other terms, the other terms will prevail.

Eligibility

You may only use the Site and the Services if you are at least 13 years of age. If you are under the age of 18 or under the age of majority in the jurisdiction in which you are located, you may only use the Site and the Services under the supervision of a parent or legal guardian. You may not use the Services if you are under 13 years of age. Metaprise reserves the right to require you to provide us with proof of your age and, if applicable, approval of your use of the Services by your parent/legal guardian. We may terminate your access to and use of the Services without warning if we determine that you do not meet the foregoing eligibility requirements.

Access to the Services

Subject to your compliance with these TOU, we grant you a limited, non-transferable, non-exclusive right to access and use our proprietary, commercially available, hosted software product and related documentation via a web-browser for use during the term of the TOU. We host and retain control over the software. Nothing in the TOU obligates us to deliver or make available any copies of computer programs or code from the software to you, whether in object code or source code form. You may not rent, lease, distribute, or resell the software, or use the software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent, or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software.

In order to access or use certain Services, you must become a “Registered User” by creating an account (an “Account”) and choosing a password that you will use to access your Account. By registering, you represent and warrant to us that all registration and other information you submit to or through the Site is truthful, accurate, current, and complete, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current, and complete. You further represent and warrant that your use of the Site and Services does not violate any applicable laws, rules, or regulations. Without limiting any of Metaprise’s other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that is the case, we may immediately, and without notice to you, suspend or terminate your Account and refuse any and all use by you of the Site and the Services. Your registration on the Site and your use of the Site and the Services are void where prohibited.

You are solely responsible for safeguarding the confidentiality of your password and for any and all use of your Account and password, whether or not authorized by you. Although we are not liable for any of your losses that are caused by any unauthorized use of your Account, you may be liable for the losses of Metaprise or others due to such unauthorized use. If you suspect any unauthorized use of your Account or unauthorized access to your password, please contact us immediately at support@metaprise.com. You do not have the right to transfer your Account to any individual or entity and we reserve the right to remove or reclaim your Account if we determine, in our sole discretion, that such action is appropriate under the circumstances. You agree that you will not create an Account for any individual other than yourself (or, if applicable, the entity you represent). As a Registered User, you agree that Metaprise may electronically provide you (via email or postings or links on the Site) with invoices, documents, notices, and other communications regarding the Services thereof, as well as special offers, promotions, marketing materials, etc. You agree that we may send the foregoing communications to you via your Account or any email address which you provide to us as part of your Account registration or otherwise.

Use of the Services

General

You agree that you will use the Services solely in a manner consistent with this Agreement and the Metaprise mission described above. You assume all risk when using the Site and the Services, and you acknowledge that Metaprise cannot guarantee and does not promise any specific results from your use of the Site and the Services.

While some of the Services relate to legal, tax, investment or accounting matters, neither we nor any of the professionals providing such content are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party specifically agree otherwise.

You represent and warrant to Metaprise that: you own all rights in and to the content posted by you on, through or in connection with the Site or the Services (“User Content”), or otherwise have all the rights, power and authority legally required to grant Metaprise the rights in your User Content pursuant to the TOU and the Additional Terms; and the posting of your User Content on or through the Site does not violate the TOU or violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your User Content. You agree that you are solely responsible for the User Content that you post on or through the Site and any material or information that you transmit to other users of the Site or the Services.

You agree that Metaprise has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your User Content. You do not have the right to use, copy or distribute any of the content posted on the Site, except as expressly authorized by the TOU and the Additional Terms. Any violation by you of the forgoing prohibitions may result in the termination of your Account and your right to use the Site and the Services.

Your Conduct When Using the Site and the Services

As a condition of your access to the Site and use of the Services, you are prohibited from taking any action that would violate the content and conduct standards set forth below. In addition, and not in limitation of the prohibited actions set forth below, you agree that you will not (a) employ any device, scheme, or artifice to defraud or (b) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

Metaprise reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Site to determine compliance with the TOU or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Metaprise does monitor the Site or the Services, Metaprise makes no representation or warranty that Metaprise will take any action whatsoever in connection with any of the monitored activities and Metaprise assumes no liability with respect thereto.

Your Interactions with Other Users

Metaprise uses various techniques to verify the accuracy of the information provided by users. However, in view of the limitations in verification on the Internet, Metaprise cannot confirm the identity of users. We encourage you to use the various tools and content available on the Site, as well as elsewhere, to evaluate the users with whom you are dealing.

You acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods and/or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of information about a user or an entity, breach of warranty, breach of contract, and violation of third-party rights and consequent claims. You agree that Metaprise shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any transactions with others using the Site.

Prohibited Conduct

As a condition of your access to the Site and use of the Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Metaprise, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Metaprise, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:

 

    • Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;

    • Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

    • Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;

    • Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of the User Agreements or other applicable agreements;

    • Impersonating any person or entity, or submitting any materials to the Site or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the TOU or any additional terms, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted to the Site or through the Services;

    • Except as explicitly permitted by the TOU and any other terms, or otherwise pre-approved in writing by Metaprise, engaging in any commercial activity on the Site or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;

    • Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;

    • Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, “spimming,” or “spamming”;

    • Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;

    • Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;

    • Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly permitted by or otherwise authorized by Metaprise;

    • Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;

    • Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and

    • Engaging in any conduct that in Metaprise’s sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.

 

Pricing and Payment

Metaprise reserves the right to charge fees for use of specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You agree that in addition to all other amounts payable under the TOU or any other terms, you are responsible for paying all sales, use, value added, or other taxes – federal, state, or otherwise – however designated, that are levied or imposed by reason of your use of the Services. Metaprise will use the payment method you specify at the time of purchase. You authorize Metaprise to charge all sums as described on the Site for the Services you select, to that payment method. If you pay any fees with a credit card, we may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit to cover your transaction.

Proprietary Property

Metaprise Proprietary Property

The Site and the Services are and contain proprietary property/content of Metaprise (such as logos, copyrights, trademarks, technology, processes, etc.) (“Metaprise Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws. Metaprise owns and retains all rights in and to the Metaprise Proprietary Property. “Metaprise” and the Metaprise logo are trademarks of Metaprise, Inc. Metaprise hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Metaprise Proprietary Property solely for your use in connection with using the Site and the Services for the purposes (if any) authorized by these TOU. Except as explicitly permitted in the TOU or any other terms, you do not have the right to use the Metaprise Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Metaprise Proprietary Property. Except as expressly provided by the TOU or any other any other terms, your use of the Metaprise Proprietary Property is strictly prohibited.

Third Party Proprietary Property

The Services may contain proprietary property/content provided by third party Metaprise licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). Unless otherwise expressly provided by the TOU or any other terms, your use of the Third Party Proprietary Property is strictly prohibited.

Use of Proprietary Property

Unless expressly provided by the TOU or any other terms, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Metaprise Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site and/or Services. You acknowledge that Metaprise is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. We do not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Metaprise expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Services, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Metaprise with respect thereto.

Content and Intellectual Property Rights

All content on the Services, including but not limited to, articles, other text, photographs, directories, images, guides, audio clips, and promotional copy, as well as the emblems, trademarks, trade names, copyrights, copyrightable material, service marks, and any other form of intellectual property (collectively, “Intellectual Property”) is owned by or licensed to us or third parties and are protected from unlawful use, replication, and distribution by copyright, trademark, publicity, and other laws. Nothing in the TOU is to be interpreted as transferring or licensing any Intellectual Property to you. Unless specifically permitted in writing by us, you shall not duplicate, capture, trade, upload, or otherwise exploit in whole or in part any of the Intellectual Property. Any use of the Intellectual Property other than as permitted by the TOU will constitute a violation of the TOU and may constitute copyright and/or patent infringement.

Copyrights

We respect the Intellectual Property of others and ask that our users do the same. In accordance with the Digital Millennium Copyright Act, we have designated a Copyright Agent to receive notice of claims of copyright infringement on the Services. Our Copyright Agent may be reached at support@metaprise.com.

Links to Third Party Sites

The Services may contain links to independent third-party websites (“Linked Services”). We provide these Linked Services solely for your convenience and do not control or endorse any of them. We are not and cannot be responsible for the content, security, or privacy policies of such Linked Services.

Disclaimers; Exclusion of Warranties

METAPRISE PROVIDES ITS USERS WITH A SELECTION OF SERVICES, TOOLS AND RESOURCES, WITH THE GOAL OF CONNECTING ENTREPRENEURS AND STARTUPS WITH INVESTORS WHO MAY BE ABLE TO PROVIDE FINANCING, ADVICE AND OTHER SUPPORT. METAPRISE IS NOT A “BROKER,” “DEALER” OR “FUNDING PORTAL” (AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). METAPRISE DOES NOT ENDORSE ANY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY INDIVIDUALS OR ENTITIES SEEKING TO RAISE CAPITAL THROUGH THE SITE OR USING THE SERVICES, OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH OR ACCURACY OF ANY THIRD PARTY CONTENT. METAPRISE MERELY FACILITATES INTERACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. METAPRISE IS NOT INVOLVED IN THE TRANSACTIONS OR OTHER INTERACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. METAPRISE IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SITE OR THE SERVICES.

THE SITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE SITE OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED, AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS OF YOUR OWN VOLITION AND AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT METAPRISE DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE SITE OR THE SERVICES. METAPRISE IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.

METAPRISE IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TOU OR THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF METAPRISE. UNDER NO CIRCUMSTANCES SHALL METAPRISE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TOU OR ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SITE OR FROM THE CONDUCT OF ANY USER OF THE SITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE TOU OR ADDITIONAL TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).

METAPRISE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SITE. METAPRISE IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. METAPRISE DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND METAPRISE MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES. METAPRISE DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT METAPRISE SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.

 

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. WE CANNOT AND DO NOT WARRANT THAT YOUR MATERIALS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION, SUPPLIED BY YOU WILL NOT BE INTERCEPTED, DELETED, MISAPPROPRIATED OR USED BY OTHERS. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES.

Limitation on Liability

IN NO EVENT SHALL METAPRISE, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE SITE OR THROUGH THE SITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF METAPRISE SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THROUGH THE SITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METAPRISE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY LIMITATION OF LIABILITY IN THIS TOU OR ANY OTHER USER AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, BUT NO LIMITATION OF LIABILITY IN ANY USER AGREEMENT IS INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE SECURITIES LAW.

Violation of these Terms of Use

You agree that we may, in our sole discretion and without prior notice, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated or caused to be violated these TOU or other agreements or guidelines associated with your use of the Services. You also agree that any violation by you of these TOU will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.

You agree that we may, in our sole discretion and without prior notice, terminate your access to the Services, including as a result of (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Services or any service offered on or through the Services, (4) termination of the membership agreement or (4) unexpected technical issues or problems. We similarly reserve the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

If we take any legal action against you due to your violation of these TOU, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Services for any reason.

Indemnification

You agree to release, indemnify, defend and hold us harmless and our affiliates, and its and their respective shareholders, officers, members, managers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable legal fees and costs (whether brought by third parties or otherwise) due to or arising out of your use of the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section.

Dispute Resolution

You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in the State of New York, and waive any objection to such jurisdiction or venue.

Any claim under the TOU must be brought within one year after the cause of action arises, or such claim or cause of action is barred. The prevailing party will be entitled to costs and attorneys’ fees.

International Issues

We operate the Services from the State of New York in the United States. If you choose to access the Services from outside the United States, you are responsible for complying with applicable local laws.

Miscellaneous

If a court or other tribunal of competent jurisdiction holds any of the provisions of these TOU to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these TOU, so that these TOU shall remain in full force and effect.

These TOU constitute the entire agreement between you and us with regard to your use of the Services, and any and all other written or oral agreements or understandings previously existing between you and us with respect to such use are hereby superseded and cancelled.

We are an independent contractor, and no partnership, business association, joint venture, agency or employment relationship is intended or created by these TOU. No party shall attempt to act, or represent itself as having the power, to bind another party or create any obligation on behalf of another party.

Our failure to insist on or enforce strict performance of these TOU shall not be construed as our waiver of any provision or any right it has to enforce these TOU, nor shall any course of conduct between you and us or any other party be deemed to modify any provision of these TOU. These TOU shall not be interpreted or construed to confer any rights or remedies on any third parties. We customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing.

Assignment

We may assign the TOU or any part of them. You may not assign the TOU or any part of them, nor transfer or sub-license your rights under the TOU, to any third party.

Feedback

We appreciate your interest in improving and expanding the Services. If you choose to send us content, information, ideas, suggestions or other materials relating to the platform, services or our business (“Feedback”), you hereby assign such Feedback to us, and you agree that we are free to use any Feedback, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Changes to TOU

We may alter these TOU from time to time, and your use of the Services (or any part of the Services) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the TOU have been changed. If you do not agree to any change to the TOU then you must immediately stop using the Services.

Termination

You may terminate your account at any time by contacting Metaprise at support@metaprise.com. If you terminate your account, you may remain obligated to pay any outstanding fees, if incurred prior to termination relating to your use of the Services. If you violate any provision of this TOU, your permission from Metaprise to use the Services will terminate automatically. In addition, we may, in our sole discretion, terminate your Account for the Services or suspend or terminate your access to the Services at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) temporarily or permanently, without notice to you. We will have no liability whatsoever on your account of any changes to the Service or any suspension or termination of your access to or use of the Service.

Contact Us

You may contact us at support@metaprise.com. Please report any misuse of the Site or Services or any violation of these TOU by sending an email to us.