2. ACCESS AND USE OF THE METFX SERVICES
Registration and Your Information.
If you want to use certain features of the MetFX Services you will need to create an account (“Account”). You can do this with your email address via the MetFX Marketplace Site or App.
It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you do not, we may suspend or terminate your Account. You agree that you will keep your password and Account information secure and that you will not disclose your Account password to anyone else and you will notify us immediately of any unauthorized use of your Account. You are responsible for all inaccuracies in your Account information and all activities that occur under your Account, regardless of whether or not you know about them.
The Content. The Content is available for permissible viewing on or through the MetFX Services.
The Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Video Player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Video Player in any manner that enables users to view the Content without: (i) displaying visibly both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective, or click-through advertising functionality.
Accessing Apps from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of MetFX .
The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third party terms of service when using the App.
Ownership. As between you and MetFX , MetFX and/or MetFX ’s licensors exclusively own, control and retain all right, title and interest in and to the MetFX Services and the Content, including all associated intellectual property rights. You acknowledge that the MetFX Services, including without limitation the Content, are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the MetFX Services, including without limitation the Content.
Your Responsibilities and MetFX ’s Enforcement Rights. You can access and use the MetFX Services and Content for lawful personal, non-commercial, and appropriate purposes only. You agree not to engage in any conduct that:
violates the rights of others, including patent, trademark, trade secret, copyright, moral rights or other intellectual property rights, or rights of privacy, publicity, or other proprietary rights, harasses or harms another individual, impersonates any person or entity, or otherwise misrepresents yourself or your affiliation with any person or entity; or (2) is fraudulent, false, misleading or deceptive;
uses technology or other means to access, index, frame, search or link to the MetFX Services (including the Content) that is not authorized by MetFX ; remove, avoid, deactivate, descramble disable, bypass, or circumvent any technological measure implemented by MetFX or any of MetFX ’s providers or any other third party (including another user) to protect MetFX Services, including without limitation content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the MetFX Services;
accesses, tampers with, or uses non-public areas of the MetFX Services, MetFX ’s computer systems, or the technical delivery systems of MetFX ’s providers;
involves accessing the MetFX Services (including the Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices - but not caches or archives - of the MetFX Services, excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
uses any meta tags or other hidden text or metadata utilizing a MetFX trademark, logo URL or product name without MetFX ’s express written consent
deciphers, decompiles, disassembles or reverse engineers any of the software used to provide the MetFX Services;
interferes with the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the MetFX Services;
introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
damages, disables, overburdens, impairs, or gains unauthorized access to the MetFX Services, including MetFX ’s servers, computer network, or user accounts;
removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the MetFX Services (including the Content);
uses the MetFX Services to advertise or promote services that are not expressly approved in advance in writing by MetFX ;
probe, scan or test the vulnerability of any MetFX system or network or breach any security or authentication measures;
collects or stores personally identifiable information from MetFX Services without MetFX ’s authorization;
violates, or encourages conduct that would violate, any applicable law or regulation, constitute a criminal offense or give rise to civil liability;
interferes with any other party’s use and enjoyment of the MetFX Services; or
encourages or enables any other individual to do any of the foregoing or attempts to do any of the foregoing.
No Spam/Unsolicited Communications. We know how annoying and upsetting it can be to receive unwanted email or instant messages from people you do not know. Therefore, no one may use the MetFX Services to provide personal information or otherwise collect information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications. You understand that we may take any technical remedies to prevent spam or unsolicited bulk or other communications from entering, utilizing, or remaining within our computer or communications networks. If you Post (as defined below in Section 4) or otherwise send spam, advertising, or other unsolicited communications of any kind through the MetFX Services, you acknowledge that you will have caused substantial harm to MetFX and that the amount of such harm would be extremely difficult to measure. As a reasonable estimation of such harm, you agree to pay MetFX $50 for each such unsolicited communication you send through the MetFX Services.
Suspension/Discontinuation. We hope not to, but we may change, suspend, or discontinue - temporarily or permanently - some or all of the MetFX Services (including the Content and the devices through which the MetFX Services are accessed), with respect to any or all users, at any time without notice. You acknowledge that MetFX may do so in MetFX ’s sole discretion. You also agree that MetFX will not be liable to you for any modification, suspension, or discontinuance of the MetFX Services.
Internet Access Charges. You are responsible for any costs you incur to access the internet.
Customer Service; Availability. If we can be of help to you, please do not hesitate to contact our customer service department by visiting our customer service web page on MetFX.io. You acknowledge that from time to time the MetFX Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which MetFX may undertake from time to time; or (iii) causes beyond the control of MetFX or which are not reasonably foreseeable by MetFX .
4. USER MATERIAL
Third Party Posts. You agree to waive any legal or equitable rights or remedies you may have against MetFX with respect to User Material provided by other users. You acknowledge that Posts are public and MetFX cannot guarantee the accuracy or security of any information provided through such Posts; you access and make such disclosures at your own risk. MetFX is not responsible for the content or accuracy of any information contained in a Post, and shall not be responsible for any decisions made based on such information. MetFX prohibits disclosing any inappropriate content or information, personal or sensitive information on or through the MetFX Services.
5. LINKED DESTINATIONS AND ADVERTISING
Advertisements. MetFX is not responsible for advertisements or any third party material posted on any of the MetFX Services, nor is MetFX responsible for the products or services provided by advertisers. Any dealings you have with advertisers found while using the MetFX Services are between you and the advertiser, and you agree that MetFX is not liable for any loss or claim that you may have against an advertiser.
MetFX , the MetFX logo, www.MetFX.io, and other MetFX marks, graphics, logos, scripts, and sounds are trademarks, registered or otherwise, and trade dress of MetFX , Inc.. You may not copy, download or exploit any of the MetFX trademarks.
It is MetFX ’s policy not to accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts (“Unsolicited Submissions”). MetFX ’s policy is to delete any such submission without reading it. Therefore, any similarity between an Unsolicited Submission and any elements in any MetFX creative work, including a film, series, story, title, or concept, would be purely coincidental. We welcome feedback, comments and suggestions for improvements to the MetFX Services (“Feedback”). You can submit Feedback by emailing us at [email protected] .tv (subject line: “Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
8. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY
THE MetFX SERVICES AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” MetFX DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE MetFX SERVICES OR CONTENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MetFX EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MetFX MAKES NO WARRANTY THAT YOUR USE OF THE MetFX SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE MetFX SERVICES OR CONTENT WILL BE CORRECTED, THAT THE MetFX SERVICES, CONTENT OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE MetFX SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MetFX WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE MetFX SERVICES, CONTENT, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE MetFX SERVICES, CONTENT, ATTENDANCE AT A MetFX EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE MetFX SERVICES OR CONTENT, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE MetFX SERVICES, OR THE CONDUCT OF ANY USERS OF THE MetFX SERVICES OR CONTENT, WHETHER ONLINE OR OFFLINE. YOUR USE OF POSTS, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES, AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MetFX SERVICES AND CONTENT, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE MetFX SERVICES.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MetFX ’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MetFX FOR THE MetFX SERVICES AND CONTENT DURING THE TERM OF YOUR USE OF THE MetFX SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MetFX WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU TO MetFX FOR THE MetFX SERVICES DURING THE TERM OF YOUR USE OF THE MetFX SERVICES, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO ACCESS OR USE THE MetFX SERVICES OR CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF MetFX ’S ACTS OR OMISSIONS OR YOUR USE OF MetFX SERVICES OR CONTENT ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS OR USE ANY PORTION OF THE MetFX SERVICES OR CONTENT.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MetFX HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
WE BELIEVE IT IS VITALLY IMPORTANT THAT YOU READ AND FULLY UNDERSTAND THE FOLLOWING RISKS OF INVESTING.
ALL INVESTMENTS, INCLUDING METFX, IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES SUBSTANTIAL RISK OF LOSS. WE ENCOURAGE OUR INVESTORS TO INVEST VERY CAREFULLY. WE ALSO ENCOURAGE INVESTORS TO GET PERSONAL ADVICE FROM YOUR PROFESSIONAL INVESTMENT ADVISOR AND TO MAKE INDEPENDENT INVESTIGATIONS BEFORE ACTING ON INFORMATION THAT WE PUBLISH. MUCH OF OUR INFORMATION IS DERIVED DIRECTLY FROM INFORMATION PUBLISHED BY COMPANIES OR SUBMITTED TO GOVERNMENTAL AGENCIES ON WHICH WE BELIEVE ARE RELIABLE BUT ARE WITHOUT OUR INDEPENDENT VERIFICATION. THEREFORE, WE CANNOT ASSURE YOU THAT THE INFORMATION IS ACCURATE OR COMPLETE. WE DO NOT IN ANY WAY WHATSOEVER WARRANT OR GUARANTEE THE SUCCESS OF ANY ACTION YOU TAKE IN RELIANCE ON OUR STATEMENTS OR RECOMMENDATIONS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. ALL INVESTMENTS CARRY SIGNIFICANT RISK AND ALL INVESTMENT DECISIONS OF AN INDIVIDUAL REMAIN THE SPECIFIC RESPONSIBILITY OF THAT INDIVIDUAL. THERE IS NO GUARANTEE THAT SYSTEMS, INDICATORS, OR SIGNALS WILL RESULT IN PROFITS OR THAT THEY WILL NOT RESULT IN A FULL LOSS OR LOSSES ALL INVESTORS ARE ADVISED TO FULLY UNDERSTAND ALL RISKS ASSOCIATED WITH ANY KIND OF INVESTING THEY CHOOSE TO DO.
HYPOTHETICAL OR SIMULATED PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. UNLESS SPECIFICALLY NOTED OTHERWISE, ALL RETURN EXAMPLES PROVIDED IN OUR WEBSITES AND PUBLICATIONS ARE BASED ON HYPOTHETICAL OR SIMULATED INVESTING. WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER THAT ANY INVESTOR WILL, OR IS LIKELY TO, ACHIEVE PROFITS SIMILAR TO THOSE SHOWN, BECAUSE HYPOTHETICAL OR SIMULATED PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
DON’T ENTER ANY INVESTMENT WITHOUT FULLY UNDERSTANDING THE WORST-CASE SCENARIOS OF THAT INVESTMENT.
9. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT
We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances subscribers or account holders who have been adjudicated as repeat infringers on MetFX Services. We accept proper notifications of claimed copyright infringements that comply with the appropriate subsection of 17 U.S.C. § 512 regarding material or information location tools residing on our MetFX Services. Please direct notifications of claimed copyright infringements to MetFX. You may also contact us by email at: [email protected]
You may cancel your Account via the functionality provided in MetFX Services.
Upon any termination, discontinuation or cancellation of the MetFX Services or your Account, the following Sections will survive 2(b)(ii), 2(f)(ii), 2(g), 2(h), 6, 8, 10, and 11.
11. GENERAL INFORMATION
Export Controls. Software and the transmission of applicable technical data, if any, in connection with the MetFX Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
Choice of Law and Forum.
Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and MetFX agree to submit to the exclusive jurisdiction of the courts located in Delaware to resolve any Dispute arising out of the Agreement or the MetFX Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE MetFX SERVICES, OR CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.