These TERMS AND CONDITIONS (the "Terms") have been entered into between Metric Technologies US Corp., (the "Company", "We", "Us" or "Our") and the company or individual accessing or using the Service (as defined below) upon the acceptance of these Terms ("You").

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE SERVICE, AND BY CLICKING THE BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED THIS AGREEMENT AND YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT, AND ARE LEGALLY CAPABLE OF DOING SO.

Your access to and use of the Service is conditioned on You being above the age of 18. These Terms apply to all visitors, users and others who access or use the Service.

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute or discrepancy.

1. Scope of these terms

These Terms govern the rights and obligations for all users of the software program provided by Us, named Metric app (the "Application"), or the Metric Website accessible from Metric.tech (the "Website"). These Terms apply to the purchase of a subscription for access to the Service offered to You by Us (the "Subscription") and any Order of Goods (as defined below). You may start a Subscription on the Website. The Service may include contests, sweepstakes or other promotions ("Promotions"). These Terms do not apply to such Promotions, as separate terms apply and will prevail in case of any inconsistencies.

2. The service

2.2 The Service

The Application and Website are jointly referred to as the "Service". The Service is offered on a Software as a Service (SaaS) basis, and therefore, the functionality in the Service may vary.

Subject to this Agreement and as long as You are paid up, We grant you a non-exclusive, non-sublicensable and non-transferable right to access and use the Service.

The Service includes several features, as set out on the Website. This may include but is not limited to AI product photo enhancer, dedicated support and in app assistance, integrations towards several social media platforms, AI copywriter, AI campaign suggestions, etc. The Service may include items, services or subscriptions made available for purchase by You, subject to these Terms and/or the Application Store's own terms and conditions (jointly, "In-app Purchases").

We are constantly updating Our offerings of features on the Service. The features available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our features on the Service and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, images, specifications, and availability. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

2.2 Access to the Service

The Service is available to download at Apple App Store or Google Play Store (jointly, the "Application Store").

2.3 Accounts

In order to access the Service, You must create a unique account (an "Account"). When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or any third-party social media service. You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

2.4 Content

2.4.1 Your Right to Post Content

Our Service allows You to post content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content ("Content"). You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us a nonexclusive, royalty free, perpetual, irrevocable and fully sub-licensable right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

2.4.2 Content Restrictions

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

Spam, machine – or randomly–generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.

We reserve the right, but not the obligation, to, in Our sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content.

2.4.3 Content Backups

Although regular backups of Content are performed, We do not guarantee there will be no loss or corruption of data.

We will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. However, You acknowledge that We have no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

3. Payment and payment terms

3.1 Billing of Subscription

You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

You shall provide Us with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, We will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

If the Subscription has been made through an In-app Purchase, all billing is handled by the Application Store and is governed by the Application Store's own terms and conditions.

3.2 Payment of In-app Purchases

All In-app Purchases are subject to a one-time payment, and You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your In-app Purchase.

We reserve the right to impose fees for handling payments, whether directly or through third-party systems.

3.3 Fee Changes

3.3.1 Subscription fee

We may, in Our sole discretion and at any time, modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period. We will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

3.3.2 In-app Purchases

We may, in Our sole discretion and at any time, modify the prices of the In-app Purchases, with immediate effect.

3.4 Refunds

Except when required by law, paid fees are non-refundable. Certain refund requests may be considered by Us on a case-by-case basis and granted at Our sole discretion.

If the Subscription has been made through an In-app Purchase, the Application Store's refund policy will apply. If You wish to request a refund, You may do so by contacting the Application Store directly.

4. Subscription period and cancellation

4.1 Subscription Period

The Service or some parts of the Service are available only with a paid Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You or We cancel the Subscription in accordance with these Terms.

We may, at Our sole discretion, offer a Subscription for free for a limited period of time (a "Free Trial") for a limited period of time. You may still be required to enter Your billing information in order to sign up for the Free Trial, but You will not be charged by Us until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

4.2 Subscription Cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting Us. You will not receive a refund for the fees You already paid for Your current Subscription period, and You will be able to access the Service until the end of Your current Subscription period. We reserve the right to deny any refunds of Subscriptions, adspend, or any other payments.

If the Subscription has been made through an In-app Purchase, You can cancel the renewal of Your Subscription with the Application Store.

5. Intellectual property rights

All Intellectual Property Rights over and in respect of the Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors. No Intellectual Property Rights may be used without the prior written consent of the Company or as set out in these Terms.

“Intellectual Property Rights” means all rights in and to any intellectual property rights, included but not limited to, copyright, trademark, trade name, design, patent, know-how, trade secrets, intellectual achievements, inventions, computer software, databases, documentation and other similar materials and all other rights, irrespective of whether such intellectual property rights are or may be protected by registration or not.

In the event of Us infringing the Intellectual Property Rights of any third-party, either allegedly or factually, We reserve the right to terminate these Terms with immediate effect.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at dmca@metric.tech and include in Your notice a detailed description of the alleged infringement.

6. Your Feedback to Us

You assign all rights, title, and interest in any feedback, innovations or suggestions You provide Us regarding the attributes, performance or features of our Service. If for any reason such assignment is ineffective, You agree to grant Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such feedback without restriction.

7. Indemnification

You shall indemnify, defend and hold harmless Us and our directors, officers, employees and agents, its and their respective successors, heirs and assigns against any liability, damage, loss or expense(including reasonable attorneys’ fees and costs) incurred by the Us in connection with any third-party claim arising out of or relating to: (a) Your access to or use of the Service; (b) Your Data or other data, information, or content that You provide through the App; and (c) Your breach of any representation, warranty, or other provision of this Agreement.

We shall indemnify, defend and hold harmless You against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by You in connection with any third-party claim that Our proprietary technology that provides the Service, infringes any US patentor other third party intellectual property right.

The indemnified party will provide the indemnitor with prompt notice of any claim (provided that the failure to promptly notify shall only relieve indemnitor of its obligation to the extent it can demonstrate material prejudice from such failure) and at the indemnitor’s expense, provide assistance reasonably necessary to defend such claim. The indemnitor will not enter into a settlement that would result in liability to the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed.

8. Disclaimer/NO WARRANTY

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” and with all faults and defects, THE COMPANY DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE COMPANY MAKES NO REPRESENTATIONS REGARDING THE BENEFITS TO YOU FROM THE SERVICE, OR THAT THE SERVICE WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.

You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will We be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

9. Breach of agreement

There is a breach of these Terms if one of the parties does not meet their obligations as defined in these Terms.

The party in breach of contract has the right and obligation to remedy any breach of contract within five (5) days. To the extent We attempt to repair the relevant errors in the Service within reasonable time, the following shall not be deemed as breach of Our obligations:

the Service is inaccessible;

the functionality of the Services is reduced; or

the response time of the Service is increased.

In the event a party in material breach of this Agreement has failed to correct such material breach within thirty (30) days after receiving written notice thereof by the suffering Party, the suffering party may terminate these Terms with immediate effect if the material defect has not been remedied within the expiry of the thirty (30) days' period.

In the event of a material breach of these Terms, We may terminate or suspend Your Account immediately, including without limitation if You breach these Terms or the terms, conditions, EULA, or otherwise of Our third parties, partners, or integrations, or in case of to lack of payment which has not been remedied within the deadline as set out above. Upon termination, Your right to use the Service will cease immediately.

10. Limitation of liability

Neither party shall be liable to the other Party for any incidental, special, consequential, or indirect damages of any kind (including without limitation damages for interruption of business, loss of data, loss of profits or the like) regardless of the form of action, whether in contract, tort (including without limitation negligence), strict product liability, or other, even if advised of the possibility of such damages (jointly "Indirect Damages").

The total and maximum liability in each 12-month period of either party towards the other party under any provision of the Agreement or any transaction contemplated by the Agreement shall in no event exceed the amount actually paid by You through the Service or $100 USD if You haven't purchased anything through the Service.

The above limitations shall not apply to damages attributable to fraud, gross negligence or intentional misconduct.

11. Personal data

We take the matter of privacy and Our obligations under US federal and state data privacy laws, the GDPR and other international privacy requirements very seriously. We will only process data in accordance with the relevant legislation. More information about our processing of Your personal data can be found in our Privacy Policy: Link.

12. Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Us.

We have no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

13. Miscellaneous

13.1 Confidentiality

You agree to keep the terms and conditions of these Terms confidential and not to inform any third party about its content unless required to do so by law or regulation or if mutually agreed upon in writing by Us.

13.2 Changes to These Terms

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

13.3 Limitations on Liability

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

13.4 Governing Law and Dispute Resolution

The interpretation of the rights and obligations of the parties under this Agreement, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A., without regard to the conflict of laws provisions thereof. Each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Delaware U.S.A., and the parties irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.

13.5 Contact Us

If you have any questions about these Terms and Conditions, You can contact Us by email: terms@metric.tech

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These Terms were last updated on 21 November 2024