Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Metacent Technologies Limited ("Metacent," "we," "us," or "our"). These Terms of Service ("Terms," "ToS," or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Metacent Technologies Limited regarding your access to and use of our website, services, products, and applications (collectively, the "Services").

By accessing, browsing, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of our Services.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" refers to all technology services, software products, consulting services, support services, and any other offerings provided by Metacent Technologies Limited through our website, applications, or other platforms.
• "Products" refers to any software, hardware, digital goods, or physical products sold or licensed by Metacent Technologies Limited.
• "User Content" means any data, information, text, graphics, or other materials uploaded, submitted, or transmitted by you through our Services.
• "Intellectual Property" includes all patents, trademarks, service marks, copyrights, trade secrets, and other proprietary rights.
• "Account" refers to the user account created to access certain features of our Services.

3. Eligibility and Account Registration

3.1 Eligibility Requirements

To use our Services, you must be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater. By using our Services, you represent and warrant that you meet these eligibility requirements. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3.2 Account Creation and Security

Certain features of our Services may require you to create an account. When creating an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

3.3 Account Responsibilities

You are solely responsible for all activity conducted through your account. We reserve the right to suspend or terminate your account if we suspect any unauthorized or fraudulent activity. You may not transfer, sell, or share your account credentials with any third party without our prior written consent.

4. Services and Products

4.1 Description of Services

Metacent Technologies Limited provides a comprehensive range of technology services including, but not limited to, software development, IT consulting, cloud solutions, cybersecurity services, data analytics, system integration, technical support, and custom technology solutions. The specific scope, deliverables, and timelines for services will be detailed in separate service agreements or statements of work.

4.2 Products and Licensing

We offer various technology products including software applications, digital tools, and related products. Products may be sold through perpetual licenses, subscription-based licenses, or one-time purchases. The specific terms of product licenses will be provided at the time of purchase and may include separate End User License Agreements (EULAs).

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services or Products at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Services or Products, except as may be required by applicable law.

4.4 Service Level Agreements

For enterprise clients and specific service tiers, we may provide Service Level Agreements (SLAs) that outline performance standards, uptime guarantees, and support response times. These SLAs will be provided as separate documents and incorporated into your service agreement.

5. Payment Terms and Pricing

5.1 Pricing and Fees

All prices for our Services and Products are listed on our website or provided in quotations and are subject to change without notice. Prices are stated in the currency specified at the time of purchase and exclude applicable taxes, duties, and shipping charges unless otherwise stated. You agree to pay all fees and charges associated with your purchase at the prices in effect when such charges are incurred.

5.2 Payment Methods

We accept various payment methods including credit cards, debit cards, bank transfers, and other payment methods as indicated on our website. By providing payment information, you represent and warrant that you are authorized to use the designated payment method and authorize us to charge all fees to that payment method.

5.3 Billing and Invoicing

For subscription-based services, you will be billed on a recurring basis according to your selected billing cycle (monthly, quarterly, or annually). Invoices will be sent to the email address associated with your account. Payment is due within the timeframe specified on the invoice, typically within thirty (30) days of the invoice date unless otherwise agreed.

5.4 Late Payments

If payment is not received by the due date, we reserve the right to suspend or terminate your access to Services until payment is received. Late payments may be subject to interest charges at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.

5.5 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments. You are responsible for paying all such taxes associated with your purchase, except for taxes based on our net income.

6. Refunds and Cancellations

6.1 Refund Policy

Refund eligibility depends on the type of Service or Product purchased. For software products and digital goods, we offer a thirty (30) day money-back guarantee from the date of purchase, provided that you have not violated these Terms and the product has not been extensively used or customized. For physical products, returns must be made within thirty (30) days of delivery in original, unused condition.

6.2 Service Cancellations

You may cancel subscription-based services at any time through your account settings or by contacting our customer support. Cancellations will take effect at the end of your current billing period, and you will retain access to the Services until that time. No refunds will be provided for partial billing periods unless required by applicable law.

6.3 Refund Processing

Approved refunds will be processed within fourteen (14) business days and credited to the original payment method. Refund processing times may vary depending on your financial institution. Shipping and handling charges are non-refundable unless the return is due to our error or a defective product.

6.4 Custom Services and Projects

Custom development projects, consulting services, and other bespoke services are generally non-refundable once work has commenced. Specific refund terms for custom projects will be outlined in the applicable statement of work or service agreement.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software code, design, and the selection and arrangement thereof, are the exclusive property of Metacent Technologies Limited or our licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your personal or internal business purposes. This license does not include any right to resell or commercial use of our Services, any collection or use of product listings or descriptions, any derivative use of our Services, or any use of data mining, robots, or similar data gathering and extraction tools.

7.3 Trademarks

The Metacent Technologies Limited name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Metacent Technologies Limited or our affiliates or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our Services are the trademarks of their respective owners.

7.4 User Content License

By submitting, posting, or displaying User Content through our Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Content in connection with providing and improving our Services. You retain all ownership rights in your User Content.

7.5 Feedback and Suggestions

If you provide us with any feedback, suggestions, or ideas regarding our Services or Products, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use, reproduce, modify, create derivative works from, distribute, and display such feedback in any manner and for any purpose without compensation or attribution to you.

8. User Responsibilities and Conduct

8.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of our Services complies with all applicable laws, regulations, and third-party rights. You agree not to use our Services in any manner that could damage, disable, overburden, or impair our servers or networks.

8.2 Prohibited Activities

You expressly agree not to engage in any of the following prohibited activities:

• Violating any applicable local, state, national, or international law or regulation
• Infringing upon or violating our intellectual property rights or the intellectual property rights of others
• Harassing, abusing, insulting, harming, defaming, slandering, disparaging, intimidating, or discriminating against any individual or group
• Submitting false, inaccurate, or misleading information
• Uploading or transmitting viruses, malware, or any other malicious code
• Attempting to gain unauthorized access to our Services, other user accounts, or computer systems or networks
• Engaging in any automated use of the system, such as using scripts to send comments or messages, or using data mining, robots, or similar data gathering and extraction tools
• Interfering with, disrupting, or creating an undue burden on our Services or networks
• Attempting to impersonate another user, person, or entity
• Selling, reselling, or commercially exploiting our Services without authorization
• Using our Services to transmit spam, chain letters, or other unsolicited communications
• Reverse engineering, decompiling, or disassembling any aspect of our Services

8.3 Content Standards

Any User Content you submit must comply with applicable laws and must not contain material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. We reserve the right to remove or refuse to post any User Content that violates these Terms or that we deem inappropriate in our sole discretion.

8.4 Monitoring and Enforcement

We reserve the right, but not the obligation, to monitor use of our Services, review User Content, and investigate and take appropriate action against anyone who violates these Terms, including removing or disabling access to User Content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

9. Privacy and Data Protection

9.1 Privacy Policy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, disclose, and protect your personal information. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy. We encourage you to review our Privacy Policy regularly to stay informed about our data practices.

9.2 Data Security

We implement appropriate technical and organizational measures designed to protect the security of your personal information. However, no electronic transmission over the internet or information storage technology can be guaranteed to be one hundred percent (100%) secure. While we strive to protect your personal information, we cannot guarantee its absolute security.

9.3 Data Processing

By using our Services, you acknowledge and agree that we may process your data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. You have certain rights regarding your personal data, including the right to access, correct, delete, or restrict processing of your data, as outlined in our Privacy Policy.

9.4 Third-Party Services

Our Services may contain links to third-party websites or integrate with third-party services. We are not responsible for the privacy practices or content of such third parties. We encourage you to review the privacy policies of any third-party services you access through our Services.

10. Warranties and Disclaimers

10.1 Limited Warranty

We warrant that our Services will be provided in a professional and workmanlike manner consistent with industry standards. For Products, we warrant that they will substantially conform to their published specifications for a period of ninety (90) days from the date of delivery. Your exclusive remedy for breach of this warranty is, at our option, repair, replacement, or refund of the defective Product or Service.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, OUR SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, METACENT TECHNOLOGIES LIMITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF OUR SERVICES WILL BE ACCURATE, RELIABLE, OR MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10.3 Third-Party Products and Services

Our Services may include or integrate with third-party products, services, or content. We make no representations or warranties regarding such third-party offerings and disclaim all liability arising from your use of or reliance on third-party products, services, or content.

11. Limitation of Liability

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METACENT TECHNOLOGIES LIMITED, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICES OR PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100 USD).

11.3 Basis of the Bargain

You acknowledge and agree that the limitations of liability set forth in this Section 11 are fundamental elements of the basis of the bargain between you and Metacent Technologies Limited, and that we would not be able to provide our Services on an economically reasonable basis without these limitations.

11.4 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Metacent Technologies Limited, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use of or inability to use our Services
• Your violation of these Terms
• Your violation of any rights of another party, including any intellectual property rights
• Your User Content or any content you submit, post, or transmit through our Services
• Your violation of any applicable laws or regulations
• Any negligent or wrongful conduct by you

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This indemnification obligation will survive the termination of these Terms and your use of our Services.

13. Termination

13.1 Termination by You

You may terminate your account and discontinue use of our Services at any time by contacting our customer support or through your account settings. Upon termination, your right to use our Services will immediately cease.

13.2 Termination by Us

We reserve the right to suspend or terminate your access to our Services, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• At our sole discretion for any other reason

13.3 Effect of Termination

Upon termination of your account or access to our Services, all licenses and rights granted to you under these Terms will immediately terminate. You will remain liable for all obligations incurred prior to termination. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability.

13.4 Data Retention

Following termination, we may retain your data for a reasonable period as required by law or for legitimate business purposes. You may request deletion of your data in accordance with our Privacy Policy and applicable data protection laws.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms and any dispute or claim arising out of or related to these Terms or our Services shall be governed by and construed in accordance with the laws of the jurisdiction in which Metacent Technologies Limited is registered, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact us and attempt to resolve the dispute informally by sending a written notice describing the nature and basis of the claim and the relief sought. We will attempt to resolve the dispute informally by contacting you. If we cannot resolve the dispute within sixty (60) days of receiving your notice, either party may pursue formal dispute resolution.

14.3 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before a single arbitrator. The arbitration shall be administered by a recognized arbitration institution in accordance with its commercial arbitration rules.

14.4 Class Action Waiver

YOU AND METACENT TECHNOLOGIES LIMITED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

14.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an action in court to seek injunctive or other equitable relief for intellectual property infringement or misappropriation of trade secrets.

14.6 Jurisdiction and Venue

To the extent that arbitration does not apply, you agree to submit to the personal and exclusive jurisdiction of the courts located within the jurisdiction where Metacent Technologies Limited is registered for the purpose of litigating all such disputes.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on our Services, constitute the entire agreement between you and Metacent Technologies Limited regarding your use of our Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding such subject matter.

15.2 Amendments and Modifications

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will notify you by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our Services after such modifications constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

15.3 Waiver

No waiver by Metacent Technologies Limited of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

15.5 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may assign, transfer, or delegate these Terms and our rights and obligations without restriction. Any attempted assignment in violation of this section shall be null and void.

15.6 Force Majeure

We shall not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15.7 Export Control

You agree to comply with all applicable export and import control laws and regulations in your use of our Services and Products. You represent and warrant that you are not located in a country subject to a government embargo or designated as a "terrorist supporting" country, and that you are not listed on any government list of prohibited or restricted parties.

15.8 Relationship of Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Metacent Technologies Limited. You have no authority to bind us or make commitments on our behalf.

15.9 Third-Party Beneficiaries

These Terms are for the benefit of and may be enforced by Metacent Technologies Limited and its affiliates, officers, directors, employees, agents, licensors, and suppliers. Except as expressly provided herein, these Terms are not intended to confer any rights or remedies upon any person other than the parties hereto.

15.10 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail to the extent of any conflict or inconsistency.

15.11 Electronic Communications

By using our Services, you consent to receiving electronic communications from us. These electronic communications may include notices about your account, transactional information, and other information concerning or related to our Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

16. Contact Information

If you have any questions, concerns, or complaints regarding these Terms or our Services, please contact us using the information provided above. We will make reasonable efforts to respond to your inquiry within five (5) business days.

17. Acknowledgment and Acceptance

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.

You further acknowledge that these Terms constitute a legally binding agreement between you and Metacent Technologies Limited, and that your use of our Services is subject to these Terms and all applicable laws and regulations.

These Terms were last updated on the date indicated at the beginning of this document. We encourage you to review these Terms regularly to stay informed of any updates or changes.