Metis Advantage Terms and Conditions
1. ACCEPTANCE OF TERMS
Metis Advantage, Inc. ("Metis", “we”, “us” and/or “our”) welcomes you. Metis provides access to Metis Services (defined below) to you subject to these Terms and Conditions ("TAC"), which may be updated by us from time to time. “You” or “your” means you, the individual using the Metis Services, and, jointly and severally, the entity or organization that is using the Metis Services through or because of you. You represent and warrant that the individual using the Metis Services can bind the forgoing entity or organization to these TAC. You can review the most current version of these TAC at any time at www.metisadvocacy.com/copy-of-privacy-policy. By accessing the Metis Services, you accept and agree to be bound by the terms and provisions of these TAC. In addition, when using Metis Services you shall be subject to any posted guidelines or rules applicable to such services, which may be modified from time to time, or changes to these TAC, all which may be posted on this website (“Website”) and/or application (“Application”). All such guidelines, rules or modifications are hereby incorporated by reference into these TAC. Your continued use of the Metis Service following Metis’ notice or posting will constitute your acceptance of such changes. It is your responsibility to check regularly for changes to these TAC or rules or guidelines, and ensure that any contact information you provide to Metis is updated and correct. After you have enrolled for the Metis Service, if these TAC or any future changes to these TAC or guidelines or rules are unacceptable to you, your sole remedy is to cancel your participation in the Metis Service.
2. YOUR ENROLLMENT AND CERTAIN OBLIGATIONS
BY UTILIZING THIS WEBSITE AND/OR APPLICATION, AND/OR BY COMPLETING THE ENROLLMENT PROCESS AND CLICKING THE "I ACCEPT" BUTTON, AND/OR IN CONSIDERATION OF YOUR USE OF THE METIS SERVICES YOU:
(a)agree to be bound by these TAC, and (b) represent, covenant and warrant that, (i) if you are an individual, you are 18 years old or older or; if you are an entity, that you are a corporation, partnership, or other legal entity duly formed in good standing where required to do business with all legal authority, (ii) you have the power and authority to enter into and perform under these TAC, and you are not a person (or an entity, and/or representing an entity) barred from receiving the Metis Services under the laws of the United States or other applicable jurisdiction, and (iii) if you are a parent or legal guardian of a minor or other person, you have the authority under applicable law to act on behalf of that minor or other person in relation to the Metis Services.
You also agree to: (a) provide true, accurate, current and complete information, including but not limited to your email address, and billing and payment-related information and other account information, about yourself and any person or entity, (b) maintain and promptly update Your Data to keep it true, accurate, current and complete, and (c) carefully and fully follow all Metis instructions
In addition, you represent, warrant, and covenant that: (i) your use of a Metis Service is solely for lawful purposes, (ii) all information and/or Content (defined below) you provide to or post to Metis or the Metis Services, in whatever media or medium is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any data, information, systems and/or equipment of Metis or any user of the Website or Application (“User”), (iii) submission of information or Content by you to Metis will not: cause damage to a User’s computer or device, download a software application(s), change a User’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (iv) the information and/or Content you provide to Metis, and/or any act or omission by you relating to the Metis Services: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or Metis policies or guidelines (collectively, “Laws”), (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, and (e) do not (as determined by Metis) reflect poorly on or tarnish the business, reputation or goodwill of Metis, any of its partners, or Users (v) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Metis Service, or any aspect or portion thereof, (vi) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Metis Services, and (vi) you will comply with any trade sanction, and/or import or export regulation that applies to your use of the Metis Services, and obtain all necessary licenses to use, export, re-export, or import Metis Services, as applicable.
If you provide any information that is untrue, inaccurate, not current or incomplete, fail to promptly update Your Data to keep it true, accurate, current and complete, and/or you are in breach of these TAC, and/or Metis has grounds to suspect that (i) information you provided is untrue, inaccurate, not current or incomplete, and/or such information is in violation of these TAC, and/or (ii) you are and/or shall be in breach of these TAC, in addition to all other rights and remedies available to Metis, Metis has the right to suspend or terminate your account, without notice, and refuse any and all current or future use of the Metis Services (or any portion thereof), without any liability, including not be required to refund any prepaid amounts.
3. DESCRIPTION OF METIS SERVICES
“Metis Services” are any and all products and/or services provided to you by Metis, including, without limitation, through this and/or any other website or application of Metis, and/or any web presence of Metis, or the display, reproduction, transmission or distribution of Content provided via the Metis Website or Application. Metis Services, also include, without limitation, Metis Services modified, amended, deleted or added to (including, without limitation new or different features, updates and/or augmentations), at any time, with or without notice. Without limiting the foregoing, Metis Services may include but are not necessarily limited to (i) providing information as to certain health issues and/or illnesses, (ii) facilitating User’s interfacing with health advocates, (iii) assisting with insurance claims and resolution (outside of litigation), and/or (iii) review of medical bills and assisting with resolution of issues relating to medical bills (outside of litigation).
4. METIS IS NOT A HEALTH PLAN, HEALTH CARE CLEARINGHOUSE, HEALTH CARE PROVIDER, OR BUSINESS ASSOCIATE OF ANY OF THE FOREGOING, AS DEFINED BY 45 C.F.R. 160.103, AND DOES NOT RECOMMEND AND/OR ENDORSE ANY PARTICULAR HEALTHCARE PROVIDER OR HEALTH CARE FACILITY OR ANY BILLING, PAYMENT AND/OR INSURANCE IN CONNCTION THEREWITH (COLLECTIVELY, “HEALTHCARE PROVIDER”). METIS ALSO DOES NOT PROVIDE, ENDORSE OR RECOMMEND ANY HEALTH, MEDICAL AND/OR SURGICAL CARE, PRESCRIPTION, DRUG, TREATMENT, TEST, PROCEDURE, REGIMEN, METHOD, OR OTHERWISE, AND/OR ANY BILLING, PAYMENT AND/OR INSURANCE IN CONNECTION THEREWITH (COLLECTIVELY, “HEALTH TREATMENT”). IN ADDITION, METIS DOES NOT PROVIDE ENDORSE AND/OR RECOMMEND LEGAL AND/OR LITIGATION ADVICE OR ASSISTANCE (COLLECTIVELY, “LEGAL ASSISTANCE”).
WITHOUT LIMITING THE FOREGOING, WE DO NOT OFFER ADVICE REGARDING THE QUALITY, SUITABILITY AND/OR OTHERWISE OF ANY PARTICULAR HEALTHCARE PROVIDER, HEALTH TREATMENT, LEGAL ASSISTANCE, ILLNESS AND/OR DISEASE. NO INFORMATION ON THIS WEBSITE AND/OR APPLICATION, AND/OR PROVIDED THROUGH THE METIS SERVICE, IS AND/OR SHOULD BE CONSTRUED AS HEALTH AND/OR MEDICAL CARE AND/OR ASSISTANCE, AND/OR LEGAL ASSISTANCE. ANY RATINGS AND/OR INFORMATION RELATING TO HEALTHCARE PROVIDERS, HEALTH TREATMENT, ILLNESSES, DISEASES, AND/OR LEGAL ASSISTANCE CONSISTS OF STATEMENTS OF OPINION, NOT NECESSARILY OF METIS, AND ARE NOT TO BE CONSTRUED AS STATEMENTS OF FACT OR RECOMMENDATIONS TO UTILIZE THE SERVICES OF ANY SPECIFIC HEALTHCARE PROVIDER OR PARTAKE IN ANY HEALTH TREATMENT, LEGAL ASSISTANCE, AND/OR ANY OTHER COURSE OF ACTION OR INACTION.
RATHER, METIS IS ONLY AN INTERMEDIARY THAT PROVIDES AND FACILITATES SELECTED INFORMATION ABOUT HEALTHCARE PROVIDERS, HEALTH TREATMENT, ILLNESSES, DISEASES, AND/OR PERHAPS LEGAL ASSISTANCE. YOU ARE SOLELY RESPONSIBLE TO OBTAIN, AND SHOULD OBTAIN, ANY ADDITIONAL INFORMATION NECESSARY TO MAKE AN INFORMED DECISION PRIOR TO UTILIZING ANY HEALTHCARE PROVIDER, HEALTH TREATMENT, AND/OR LEGAL ASSISTANCE, AND/OR TAKING ANY ACTION OR INACTION AS TO ANY ILLNESS AND/OR DIESEASE.
YOU ASSUME ALL RESPONSIBILITY IN CONNECTION WITH CHOOSING OR OBTAINING ANY HEALTHCARE PROVIDER, HEALTH TREATMENT, AND/OR LEGAL ASSITANCE, OR TAKING ANY ACTION OR INACTION AS TO ANY ILLNESS OR DISEASE, WHETHER OR NOT YOU OBTAINED INFORMATION ABOUT SUCH ON OR THROUGH THIS WEBSITE, APPLICATION, AND/OR METIS SERVICE. METIS AND ITS LICENSORS, SUPPLIERS AND AFFILIATES (COLLECTIVELY, THE "AFFILIATES"), AND THE OWNERS, DIRECTORS, OFFICERS, AGENTS, AND REPRESENTATIVES OF EACH, ASSUME NO (AND HEREBY DISCLAIM ALL) RESPONSIBILITY OR LIABILITY OF ANY KIND, FOR ANY ADVICE, TREATMENT OR OTHER SERVICES AND/OR PRODUCTS RENDERED BY ANY HEALTHCARE PROVIDER, AND/OR RELATING TO HEALTH TREATMENT, LEGAL ASSISTANCE, ILLNESS AND/OR DISEASE, OR FOR ANY MALPRACTICE CLAIMS AND OTHER CLAIMS THAT MAY ARISE DIRECTLY OR INDIRECTLY FROM ANY SUCH ADVICE, TREATMENT, SERVICES AND/OR PRODUCTS.
Subject to your compliance with these TAC, Metis grants you a revocable, non-exclusive, non-transferable, non-sublicenseable, limited license to access, view and use the public web site at www.metisadvantage.com or associated Application (“Public Website”) and the additional services and content available on Metis’s hosted service web site or associated Application (“Hosted Service”) is solely for your non-commercial, personal use, and not for resale, disclosure or distribution to anyone else. With respect to any permitted copy of Content pursuant to these TAC, you will reproduce and include all copyright, confidentiality and other proprietary notices included in such Content on any such copy.
7. ACCESS, THIRD-PARTY NETWORKS, ACCOUNT, ACCOUNT ACCESS, PASSWORD AND SECURITY
You are solely responsible for obtaining access to the Metis Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Metis Services.
You understand and agree that the technical processing and transmission of the Metis Services including Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You agree not to access the Metis Services by any means other than through the interface that is provided by Metis for use in accessing the Metis Services.
Enrolled users will receive a password and account designation (“Account”) permitting access to the Hosted Services. You and NOT Metis are responsible for maintaining the confidentiality of the password and Account and are fully responsible for all activities that occur under your password or Account, including, without limitation, the actions of those to whom you have given access to your Account. You agree to (a) immediately notify Metis of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session.
8. YOUR CONDUCT
You agree to not use the Metis Services to:
a.upload, post, email, transmit or otherwise make available any information, data, text, script, charts, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials ("Content") that is false, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b.harm any person, including but not limited to minors, and any entity, in any way;
c. impersonate any person or entity, including, but not limited to, Metis, another person or entity utilizing (or allegedly utilizing) Metis Services, a Healthcare Provider, governmental entity, financial institution and/or employer of prospective employer, and/or official, employee, contractor and/or representative of the foregoing, and/or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Metis Service, except as may be reasonably necessary to de-identify or otherwise protect the confidentiality of sensitive personal, medical or financial information;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any Law, contract, fiduciary relationship, and/or otherwise (such as, but not limited to, inside information, proprietary and confidential information, including, but not limited to learned or disclosed as part of healthcare relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of such solicitation;
h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i.disrupt the normal flow of dialogue, cause a screen to "scroll" faster than Users of the Metis Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to use the Metis Services;
j.interfere with or disrupt the Metis Services or servers or networks connected to the Metis Services, or disobey any requirements, procedures, policies or regulations of Metis and/or the networks connected to the Metis Services;
k.intentionally or unintentionally violate any applicable local, state, national or international law and/or regulations;
l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m."stalk" or otherwise harass another; and/or
n. collect or store personal data about other Users.
You acknowledge that Metis may or may not pre-screen or post-screen Content, but that Metis and/or its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Metis Services. Without limiting the foregoing, Metis and/or its designees shall have the right to remove any Content that violates these TAC or, in Metis’ sole opinion, is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any Content, and any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Metis or submitted to Metis.
You acknowledge, consent and agree that Metis may access, preserve and disclose your account information, Your Data, and/or Content if required to do so by law or if Metis has a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these TAC; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; (v) to provide the Metis Services, (vi) to respond to complaints or inquiries to/from governmental entities and/or Healthcare Providers, and/or (vii) protect the rights, property or personal safety of Metis, Users and/or the public.
Any reproduction, publication, distribution or public exhibition by You of the materials provided on the Metis Services in whole or in part, outside of your Content in your Account, or the Content of others you have permitted in your Account, not authorized by Metis in writing, is strictly prohibited.
You understand that the Metis Services and software embodied within the Metis Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Metis and/or content providers who provide content to the Metis Services. You shall not attempt to override or circumvent any of the usage rules embedded into, or otherwise with, the Metis Services.
You shall not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your Account(s) or use with us, or to access, monitor, scrape or copy the Websites, Applications, Metis systems, Metis Service or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools approved by us), (ii) bypass any robot exclusion headers on the Websites and/or Application (including using any device, software, or routine to accomplish that goal), (iii) interfere or attempt to interfere with the proper working of the Websites, Applications, Metis Services, and/or Metis systems, (iv) use or combine the Websites, Applications, Metis Services and/or Metis systems with software which creates any obligation with respect to Metis contrary to these TACs, or grant to any third party any rights to, or immunities in relation to, Metis’ intellectual property or proprietary rights. You shall not create profiles of Users.
9. INTERSTATE NATURE OF COMMUNICATIONS ON THE METIS WEBSITE/APPLICATION AND WITH METIS
When you access, utilize and/or enroll with Metis, you acknowledge that in using the Metis Services to send electronic communications you will be causing communications to be sent through Metis' or other computer networks, portions which may be located in various locations in the United States and/or abroad. As a result, and also as a result of Metis' network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate or international communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these TAC, you acknowledge that use of the service results in interstate, or even international data transmissions.
Notwithstanding the foregoing, Metis Services are controlled and operated by Metis from its offices within the United States. We make no representation that the Metis Services, Website(s), Application(s) or Content therein are appropriate or available for use outside of the United States, and access to Metis Services, Website(s), Application(s) or Content therein from jurisdictions where their access and/or use are illegal is prohibited. Your choice to access Metis Services, Website(s), Application(s) or Content therein from locations outside of the United States is of your own volition and you are solely responsible for compliance with applicable local laws, damages, causes of action, investigations and/or liabilities that may result therefrom.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT AND IMPORT COMPLIANCE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the Metis Services and transfer and posting of data and/or Content to Metis and/or via the Metis Services may be subject to the export and import laws of the United States and/or other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology, and other technical data via the Metis Services to parties identified on such lists; (b) agree not to use the Metis Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the Metis Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.
11. CONTRIBUTIONS TO METIS.
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Metis through its suggestion, feedback, and/or other webpages, and/or through other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Metis is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Metis shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, including, without limitation, in any media worldwide; (d) Metis may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Metis without any obligation of Metis to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Metis under any circumstances for Contributions.
You agree to indemnify and hold Metis, its subsidiaries and affiliates, and each of its and their owners, directors, officers, agents, employees, partners, representatives. contractors, and licensors (collectively, the “Metis Indemnitees”) harmless from any and all liabilities, claims and/or demands, including, but not limited to reasonable attorneys' fees, made by any third party, including, but not limited to the person(s) or entity(ies) for whom you have provided access to your Account, your partner(s), spouse(s), family members, beneficiaries, heirs, legal guardians, person(s) for whom you are acting as legal guardian, trusts, entities, agents, representatives, attorneys, contractors, successors, and permitted assigns (collectively, “Your Other Parties”), arising out of Content you and/or Your Other Parties submit, post, transmit, modify or otherwise make available through the Metis Services, your and/or Your Other Parties use of the Metis Services, your and/or Your Other Parties connection to the Metis Services, your and/or Your Other Parties violation of these TAC, your obligations set forth in these TAC and/or applicable Law, your violation of any rights and/or harm of another (including, without limitation Your Other Parties), and/or any act or omission by you or Your Other Parties.
13. NO COMMERCIAL REUSE OF METIS SERVICES/ NO CIRCUMVENTION / NO COMPETITION AGAINST METIS.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Metis Services (including but not limited to Content that is not yours, advertisements, software, web design, and/or your Metis ID). In addition, you shall not circumvent your or another person’s or entity’s use of the Metis Services by any means, including, but not limited to submitting (or having submitted) (i) your Content under an account or user ID other than your own, and/or (ii) another person’s Content under your account or your user ID. In addition, you shall not use Metis Service to compete, directly or indirectly, against Metis.
14. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Metis may establish general practices and limits concerning use of the Metis Services, including without limitation the maximum number of days that your information, email messages, message board postings or other uploaded Content will be retained by the Metis Services, the maximum number of email messages that may be sent from or received by an account or otherwise on the Metis Services, the maximum size of any email message or other message that may be sent from or received by an account or otherwise on the Metis Services, the maximum disk space, if any, that will be allotted on Metis' servers on your or anyone else’s behalf, and the maximum number of times (and the maximum duration for which) you or anyone may access the Metis Services in a given period of time. You agree that Metis has no responsibility or liability for the deletion or failure to store any information, messages and other communications or other Content (whether or not they contain your information) maintained or transmitted by or to Metis and/or the Metis Services. You acknowledge that Metis reserves the right to log off accounts, or the equivalent of accounts, that are inactive. You further acknowledge that Metis reserves the right to modify these general practices and limits at any time. Any changes or revisions these general practices or limits will be posted on our Website and/or Application, and/or emailed to your current email address in your account. Any such changes/revisions will apply only after the effective date of such general practice or limits (as noted in the posting/email), unless otherwise clearly stated in such update. It is your responsibility to frequently check our Website or Application. If such changes or revisions to general practice or limits are unacceptable to you, your sole remedy is to cancel your participation in the Metis Service
15. MODIFICATION, DISCONTINUANCE OR SUSPENSION OF METIS SERVICE
We may redesign or modify at any time, without notice, the organization, specifications, structure, make-up, processes, methods, and/or appearance of the Metis Service, Website(s), Application(s), your Account(s), and/or any location where your information/Content may be displayed.
You may terminate your Metis Account, any associated email address and access to the Metis Services by submitting such termination request to Metis. Upon receipt of such request, Metis will terminate your account, any associated email address and access to the Metis Services, if and when Metis deems it appropriate, in its sole discretion.
You agree that Metis may, without prior notice, immediately or not, terminate, limit your access to or suspend your Metis account and access to the Metis Services for any and/or no reason. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of these TAC or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Metis Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) a period(s) of inactivity, (f) engagement by you in fraudulent or illegal activities in the sole opinion of Metis, (g) nonpayment of any fees owed by you in connection with the Metis Services, and/or (h) you are subject to any proceeding under any bankruptcy act or similar laws. Further, you agree that all terminations, limitations of access and suspensions shall be made in Metis' sole discretion and that Metis shall not be liable to you or any third party for any termination, suspension, and/or limitation of access of your Account and/or access to the Metis Services.
Termination of your Metis account, any associated email address, and/or access to the Metis Services includes, but is not limited to any or all of the following, subject to applicable law: (a) removal of access to all or part of the offerings within the Metis Services, (b) deletion of your password, if any, and all related information, files and content associated with or inside your Account and/or access (or any part thereof), and (c) barring of further use of all or part of the Metis Services, including but not limited to Website(s) and Applications.
We may require reactivation charges to renew any Metis Service after termination, suspension, and/or limitation of access. Upon termination for any or no reason, you are responsible for paying all amounts and charges owing under these TAC and/or to Metis prior to and/or after termination, including, but not limited to any applicable cancellation fee(s).
You agree to pay all costs including attorney’s fees, collection costs and court costs we incur in enforcing these TAC, and/or any provision thereof, through any appeal.
The Metis Services may provide, or third parties may provide, links to other sites, applications, software, and/or resources. You acknowledge and agree that Metis is not responsible for the availability of such external sites, applications, software and/or or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites, applications, software and/or resources. You further acknowledge and agree that Metis shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site(s) applications, software and/or resource(s).
18. METIS' PROPRIETARY RIGHTS
You acknowledge and agree that the Metis Services, Websites, Applications, and any necessary software used in connection with the Metis Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other Laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through or by the Metis Services or by advertisers or Healthcare Providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and Laws. Except as expressly permitted by applicable Law or as authorized by Metis in a signed writing, or the applicable licensor (such as an advertiser or Healthcare Provider), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Metis Services, Content that is not yours, or the Software, in whole or in part. Without limiting the foregoing, these TAC do not transfer from Metis to you any Metis developed, licensed, or owned property, including but not limited to technology, Software, and/or Content, and all rights, title, and interest, including, but not limited to copyrights, trademarks, service marks, patents or other proprietary rights, in the foregoing, and together with all derivative works, modifications, enhancements, and upgrades of the foregoing, but excluding your information and/or Content, are and will remain solely with Metis and are the sole property of Metis. Any rights not expressly granted in these TACs are reserved by us, and all implied licenses are disclaimed. You will not attempt to prohibit or enjoin Metis at any time from utilizing any property of Metis, and/or any skills or knowledge (including, but not limited to that of a general nature) that Metis acquires during the course of providing Metis Services. Metis may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act or otherwise, and you expressly authorize Metis to comply with any and all lawful notices, subpoenas, court orders, or warrants relating to the Digital Millennium Copyright Act or otherwise, without prior notice to you.
19. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE METIS SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT, WEBSITE(S) AND/OR APPLICATION(S) RELATED THERETO OR EMBODIED THEREIN, IS AT YOUR SOLE RISK. THE METIS SERVICES, CONTENT AND WEBSITE(S) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. METIS, AND ITS AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, AND LICENSORS (i) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (ii) ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CORRECTNESS, TIMELINESS, DELETION, ERRORS, MIS-DELIVERY, FAILURE, USE AND/OR MISUSE (BY YOU OR ANYONE ELSE) OF THE METIS SERVICES OR CONTENT, INCLUDING, BUT NOT LIMITED TO THE USE, MISUSE AND/OR STORAGE OF ANY USER OR THIRD PARTY COMMUNICATIONS AND/OR INFORMATION, (b) AND/OR SERVICES.
b. METIS AND ITS AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE METIS SERVICES, INCLUDING BUT NOT LIMITED TO ITS CONTENT, WEBSITES, APPLICATIONS AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE METIS SERVICES, INCLUDING BUT NOT LIMITED TO THE METIS WEBSITE(S), CONTENT, APPLICATION(S) AND/OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE METIS SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE METIS SERVICES, INCLUDING BUT NOT LIMITED TO THE METIS WEBSITE(S), APPLICATION(S), AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE METIS SERVICES AND/OR SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE METIS SERVICES OR SOFTWARE IS ACCESSED OR PROVIDED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOURSELF, OTHERS, YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD AND/OR DISPLAY DEVICE, AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR PROVISIONING OF ANY SUCH MATERIAL.
d. METIS IS NOT RESPONSIBLE FOR ANY DAMAGES, INTERRUPTIONS, ERRORS OR LOSS OF DATA RESULTING FROM YOUR MODIFICATION OF THE METIS SERVICES OR USE OF THIRD PARTY SOFTWARE IN CONNECTION WITH THE METIS SERVICES.
e. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM METIS AND/OR ITS AFFILIATES, AND/OR EACH OF IT AND/OR THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARTNERS AND LICENSORS, AND/OR THROUGH OR FROM THE METIS SERVICES, INCLUDING BUT NOT LIMITED TO THE METIS WEBSITE(S), CONTENT, APPLICATION(S) AND/OR SOFTWARE, SHALL CREATE ANY WARRANTY FROM SUCH PERSON OR ENTITY OR OTHERWISE.
f. YOU REPRESENT AND WARRANT THAT ANY AND ALL CONTENT THAT YOU, OR OTHERS ON YOUR BEHALF, UPLOAD TO THE METIS SERVICES ARE 100% OWNED AND CONTROLLED BY YOU, AND DOES NOT INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY
g. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE METIS SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE METIS SERVICE. IMMEDIATELY DISCONTINUE USE OF THE METIS SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE METIS SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
20. LIMITATION OF LIABILITY
SUBJECT TO APPLICABLE LAW, WITHOUT LIMITING ANY OTHER PROVISION OF THESE TAC WHICH LIMIT METIS’ LIABILITY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT METIS, ITS AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARTNERS AND LICENSORS (COLLECTIVELY, “METIS PARTIES”) (i) SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF METIS or METIS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, MISUSE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF METIS AND/OR A METIS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY NEGLIGENT ACT OR OMISSION, (III) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AND/OR RELATING TO THE METIS SERVICE, (IV) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL METIS’S LIABILITY EXCEED THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO METIS FOR THE METIS SERVICES WITHIN THE PRECEDING SIX (6) MONTHS, NOT TO EXCEED FIVE THOUSAND DOLLARS ($5,000.00 USD).
21. FEES AND PAYMENT.
A.Fees. The fees for the Metis Services are set forth in the Metis Services and/or the Website(s) and/or Application(s) related thereto. Such fees may be changed with or without notice.
B.Payment. Payment, in the sole discretion of Metis, shall be by credit card, either directly or through a third party service provider. Metis may change at any time the method of payment. By providing to us or our third party provider your credit card information, you have authorized payment to us by credit card, and no additional notice or consent will be required for billings to that credit card or account for any and all uses or subsequent uses of the Metis Services. You will immediately advise us of any changes to your credit card account, such as account number or expiration date changes, and changes to your address. You also authorize us to update your payment information with data we obtain from your financial institution, the issuer of your credit card, or from MasterCard, Visa, American Express or Discover, You shall pay or otherwise be responsible for all federal, national, state, provincial or local sales, use, excise, gross receipts, value added, municipal fees, transfer, transaction, property, fund, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Metis Services. In addition, you agree to comply with any terms and conditions of a Metis third-party supplier processing payment.
C.Time is of the essence for payment under any method. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of our rights to collect the full amount due. Notice of any payment disputes (which must only be in good faith) must be in writing and received by Metis, at the email address as set forth on the applicable Metis Website and/or Application, within ten (10) days after payment or you waive any objection. Any payments not received by the payment date are subject to a late payment fee equal to the lesser of, as of each such date, the rate of 1.25% per month (which is an annual percentage rate of fifteen percent (15%) or the maximum rate permitted by applicable Law.
D. Metis retains the right at any time to modify, suspend, and/or terminate billing and/or payment methods. Any such modification, suspension, or termination, or your failure for any or no reason to make payment, has no effect on your liability for charges and fees that you have incurred in connection with Metis Service.
22. NO THIRD-PARTY BENEFICIARIES/OUR RELATIONSHIP
Except as otherwise expressly provided in these TAC, you agree that there are and shall be no third-party beneficiaries to this agreement. These TAC will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Metis and you. Neither Metis nor you will have the power to bind the other or incur obligations on the other's behalf without your prior written consent and Metis’ signed prior written consent, except as otherwise expressly provided in these TAC.
Metis may provide you with notices, including those regarding changes to these TAC, including by, but not limited to, email, regular mail, SMS, MMS, text message, postings on the Metis Services, or other means now known or hereafter developed. You must ensure that your contact and account information with us is current and correct, and promptly notify us in writing of any changes to such information. Notices from Metis may not be received if you violate these TAC by accessing the Metis Services in an unauthorized manner. Your agreement to these TAC constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Metis Services in an authorized manner.
24. TRADEMARK INFORMATION
You agree that all of Metis’ trademarks, trade names, service marks, logos and other Metis and brand features, and product and service names of Metis are trademarks and the property of Metis (the "Metis Marks"). Without Metis' signed written prior permission, you agree not to display or use in any manner the Metis Marks.
25. CONFIDENTIALITY / NO PUBLICITY
“Confidential Information” means any and all information disclosed to you by Metis, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Metis, (ii) becomes publicly known and made generally available after disclosure to you by Metis other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Metis, as shown by your files and records. You will not at any time: (a) sell, license, and/or transfer any Confidential Information, (b) disclose or otherwise make available to any person or entity any Confidential Information, and/or (c) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with these TAC. You will take all measures to protect the secrecy of, and to avoid disclosure and/or unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (1) you give Metis prompt written notice of such requirement prior to such disclosure, (2) at Metis’ request, you assist Metis in obtaining an order or other arrangement protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain Metis’ personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to Metis, destroyed, or uninstalled immediately upon Metis’ request, or upon termination of your use or access to Metis Services. You may not issue any press release or other public statement regarding these TAC, the Metis Service, Metis, and/or a Metis Party, without Metis’ prior written consent.
26. CONFIDENTIALITY ON THE INTERNET
Use of the Internet, including, without limitation, email, is solely at your own risk. The confidentiality of any communication or material transmitted over the Internet cannot be guaranteed. Consequently, Metis is not responsible for the security of any information transmitted via the Internet, or for the consequences of any reliance on such transmittal or information, even to, from, and/or in relation to the Metis Service. You are solely responsible for these matters.
Entire Agreement/No Assignment. These TAC constitute the entire agreement between you and Metis, govern your use of the Metis Services (including, but not limited to the Website(s) and Application(s) and supersedes any prior version of these TAC and/or any agreement or understanding, oral or written, between you and Metis with respect to the Metis Services. These TAC may only be amended or terminated in a writing approved in writing by Metis. You shall not assign, sublicense, delegate and/or transfer any right or obligation pursuant to these TAC and/or the Metis Services. Without limiting the foregoing, you agree that your Metis Account is non-transferable by you, including but not limited to any rights to your Metis ID or contents within your Account. Metis may assign, sublicense, delegate and/or transfer any right or obligation pursuant to these TAC and/or the Metis Services, at any time to any person or entity, without notice to you.
Choice of Law/Forum/Non-consolidation/Statute of Limitations. You and Metis each agree that these TAC and the relationship between the you and Metis (and the Metis Indemnitees) shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these TAC, or the relationship between you and Metis and/or the Metis Services, shall be brought exclusively in the courts of competent jurisdiction located within Los Angeles County, State of California, USA. For purposes of this TAC and the Metis, you (i) agree to submit to the personal jurisdiction of the courts of competent jurisdiction located within Los Angeles County, State of California, USA, and (ii) agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. ANY CLAIM OR CAUSE OF ACTION AGAINST METIS WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS AND WILL NOT BE CONSOLIDATED IN ANY PROCEEDING WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. Unless prohibited by law, you agree that any claim or cause of action by you arising out of or related to the Metis Services and/or these TAC must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
Waiver and Severability of Terms. The failure of Metis to exercise or enforce any right or provision of these TAC shall not constitute a waiver of such right or provision. If any provision of these TAC is found by a court of competent jurisdiction to be invalid, you and Metis nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these TAC remain in full force and effect.
Force majeure. Metis shall not be liable for any failure or delay in its performance under these TAC or as relates to the Metis Services due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet, and/or telecommunications carrier.
Survival. All terms which logically ought to survive any termination or expiration, including those dealing with confidentiality, ownership, effect of termination, warranties, indemnification and limitation of liability, shall survive termination or expiration of these TAC.
Headings. The section titles in these TAC are for convenience only and have no legal or contractual effect.
Copyright Or Intellectual Property Complaints
Metis respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information:
D. a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;
E. a description of the copyrighted work or other intellectual property that you claim has been infringed or violated;
F. a description of where the material that you claim is infringing is located on our website;
G. your address, telephone number, and email address;
H. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
I. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at:
Copyright Agent: Metis Advantage, Inc.
By submitting a valid notice of infringement, you agree that we may provide your request to the User who posted the material addressed in your notice.
These Metis Terms and Conditions were last updated and are effective as of May 16, 2017.