TERMS AND CONDITIONS
PLEASE READ THIS AGREEMENT (“TERMS”) CAREFULLY BEFORE CLICKING THE (ACCEPT) BUTTON. FAILURE TO READ THE TERMS WILL NOT WAIVE YOU (THE “VENDOR”) FROM LIABILITIES ARISING FROM THE TERMS.
IF YOU DO NOT AGREE TO THE TERMS OR ANY PROVISION OF THE TERMS, PLEASE STOP INSTALLING OR USING THE INSTALLATION OF METASETUP (“MS”).
IT IS ASSUMED THAT YOU ARE CAPABLE TO MAKE A LEGALLY BINDING CONTRACT WITH REFERENCE TO MS. IF YOU ARE A CHILD UNDER SIXTEEN (16) OR YOU ARE USING MS WITHOUT LICENSE, PLEASE DON’T USE MS.
MS is copyright of Fx1 Inc, Coral Gables, Florida, USA (“Company”). MS is licensed, not sold, to you by the Company for use strictly in accordance with the Terms. MS shall refer to and consist of the following:
- The software accompanying these Terms, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components.
- Any updates, modifications or enhancements to the items listed in foregoing subsection.
- Any specific website MS may direct you.
- A user account with network access.
- The Terms are binding on you and your client (“Client”) you may allow to use MS. The Terms shall be applicable to the use of MS by the Client in addition to any other agreement you may have separately executed with the Client.
- The transport of the software designed for installation of the Vendor Program (”MetaInstaller.exe”) is the responsibility of the Vendor. We own no responsibility to that effect.
- LICENSE GRANT AND RESTRICTIONS ON USE
- Fee: Fee shall be prescribed through the separate document and shall be invoiced to you (“Additional Document”).
- License Grant: We grant you a revocable, non-exclusive, non-transferable, limited right to install and use MS on single/several computer(s) owned and controlled by you and your client, and to access and use MS on such Computer strictly in accordance with the provision of theseTerms, and any service agreement if separately existed.
- Restrictions on Use: You shall use MS in accordance with the Terms and shall not:
- Decompile, reverse engineer, disassemble, and attempt to derive the source code of, or decrypt MS.
- Make any modification, adaptation, improvement, enhancement, translation or derivative work from MS.
- Violate any applicable laws, rules or regulations in connection with your access or use of MS.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors.
- Use MS for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended.
- Install, use or permit MS to exist on more than one Computer or on any other device or computer not owned by you or your client.
- Distribute MS to multiple computers not owned by you or your client.
- Make MS available over a network or other environment permitting access or use by multiple Computer or users at the same time
- Use MS for creating a product, service or software that is, directly or indirectly, competitive to or in any way a substitute for any services, product or software offered by the Company.
- Rent out or sell MS.
- Or use any proprietary information or interfaces of the Company or other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with MS.
- INTELLECTUAL PROPERTY RIGHTS
- Rights to MS: You acknowledge and agree that MS and all copyrights, patents, Company’s logo, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of the Company. Furthermore, you acknowledge and agree that the source and object code of MS and the format, directories, queries, algorithms, structure, Company’s logo and organization of MS are the intellectual property and proprietary and confidential information of MS and its affiliates, licensors and suppliers. Except as expressly stated in the Terms, You are not granted any intellectual property rights in or to MS and other intellectual properties by implication, estoppel or other legal theory, and all rights in and to MS not expressly granted in the Terms are hereby reserved and retained by the Company.
- Company’s Trademarks: You are not authorized to use the trademarks and logo of the Company in any advertising, publicity or in any other commercial manner without a prior written consent of the Company, which may be withheld for any or no reason.
- Infringement Acknowledgement: You and the Company acknowledge and agree that, in the event of a third party claim that MS or your possession or use thereof infringes any third party’s intellectual property rights, You (and not the Company) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement. You will, however, promptly notify us in writing of such a claim.
- RESTRICTION ON TRANSFER
UNLESS FOR THE USE OF YOU OR YOUR CLIENTS, YOU MAY NOT RENT, LEASE, LEND, SUBLICENSE OR TRANSFER MS, THE TERMS OR ANY OF THE RIGHTS GRANTED HEREUNDER. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THIS PROVISION SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
- PROJECT FILES:
The Vendor is responsible to backup the files or any other relevant data created while the project is created in MS (“Project Files”). We own no liability whatsoever arising from the loss of the Project Files.
- VENDOR PROGRAMS AND SERVICES
- General: The Company grants license to use MS to the business (“Vendor”) for provision of the services to their clients. The Vendor makes the client use MS for the optimal use of the programs and services of client. To this end, Vendor will define certain parameters based on their software requirements inside MS (”Vendor Material and Services”) and MS acts accordingly.
- Disclaimer: The Company disclaims all or any liabilities arising from the use of MS and any program the requirements are defined therein. The client acknowledges that the Company does not investigate, monitor, represent or endorse the Vendor Material and Services. Furthermore, the client’s access to and use of the Vendor Material and Services is at the client’s sole discretion and risk, and the Company and its affiliates, partners, suppliers and licensors shall have no liability to the client arising out of or in connection with the client’s access to and use of the Vendor Material and Services.
- Updates: We offer regular updates to MS and all its parts for bug-fixes, improvements, and introduction of new features. In certain cases, we may require every Vendor to update MS to certain version (new version). You acknowledge that no Vendor has right to stick to certain version of MS. We reserve a right in our sole discretion to decide which version is current and which version the Vendors may use.
- Support: We don’t provide support or any kind of assistance to the Client in any manner. However, we may, but not obligated to, provide the support to the Vendor.
- TERM AND TERMINATION
- Term: the Terms shall be effective until terminated as per the subscription term separately described in additional document (“Additional Document”).
- Termination: Unless the otherwise provided herein, the Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate the Terms and the rights afforded to you hereunder with or without prior notice. Furthermore, if you fail to comply with any provision of the Terms, then the Terms and any rights afforded to you hereunder shall be terminated automatically, without any notice or other action by the Company. Upon the termination of the Terms, you shall cease all use of MS and will have to uninstall MS.
- DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT MS IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON MS AND ANY PROGRAMS OR VENDOR PROGRAMS AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRSENTATIONS, WARRANTIES AND GUARANTIES REGARDING MS AND VENDOR PROGRAMS AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT
- MS OR VENDOR PROGRAMS AND SERVICES WILL MEET YOUR REQUIREMENTS.
- MS OR VENDOR PROGRAMS AND SERVICES WILL BE UNINTERRUPED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE.
- ANY ERRORS IN MS OR VENDOR PROGRAMS AND SERVICES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM MS SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTEE. FURTHERMORE, YOU ACKNOWLEDGE THAT THE COMPANYHAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN MS.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW FOR THE TIME BEING IN FORCE AND THE TERMS, UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE MS AND VENDOR PROGRAM AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID AS A FEE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU WILL BE LIABLE FOR ALL ACTIVITIES CARRIED OUT BY YOU WHILE USING MS WITH REFERENCE TO CLIENT MATERIAL AS A VENDOR OR VENDOR PROGRAM AS A CLIENT.
You shall indemnify, defend and hold harmless the Company and its affiliates, owners, partners, suppliers and licensors, and the officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following:
- Your access to or use of MS or Vendor Programs and Services.
- Your breach of these Terms.
- Your violation of law.
- Your negligence or willful misconduct.
- Your violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity; OR
- Misuse of MS. These obligations will survive any termination of the Terms.
The Company does not warrant that MS will be compatible or interoperability with your computer or any other piece of hardware, software, equipment or device installed on or used in connection with your computer. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your or client’s computer to diminish or fail completely, and may result in permanent the damage to your or client’s computer, loss of the data located on computer, and corruption of the software and files located on your or client’s computer. You acknowledge and agree that the Company and its affiliates, partners, suppliers and licensors shall have no liability to you or your clients for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
- PRODUCT CLAIMS
You acknowledge that you (not the Company) are responsible for addressing any third party claims including your client claim relating to your use or possession of MS. Furthermore, you hereby release the Company from any liability resulting from your use or possession of MS, including, without limitation, the following:
- Any product liability claims;
- Any claim for failure ofMS to conform to any applicable legal or regulatory requirement; and
- Any claim for failure to comply with the description of MS.
- Governing Law: The Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, excluding its conflicts of law principles. Any disputes arising from the Terms shall be resolved by a binding arbitration under the applicable laws. The venue of the arbitration shall be the city where the Company has its principal business place.
- Severability: If any provision of the Terms is held to be invalid or unenforceable with respect to a party, the remainder provisions of the Terms, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provisions shall be valid and enforceable to the fullest extent permitted by law.
- Waiver: Except as provided herein, the failure to exercise a right or require performance of an obligation hereunder shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
- Restrictions to certain jurisdictions: You may not use or otherwise export or re-export MS except as authorized by USlaws and the laws of the jurisdiction(s) in which MS was obtained. You represent and warrant that you are not located in any country that is subject to theUSA embargo, or that has been designated by the USA as a “terrorist supporting” country. You also agree that you will not use MS for any purposes prohibited by the law for the time being in force in the USA and your local jurisdiction.
- Modification or Amendment:The Company may modify or amend the provisions of the Terms at any time without prior notice. The modified version of Terms shall be binding upon the existing and prospective users. The amendment shall be posted on the website of the Company. You will be deemed to have agreed to any such modification or amendment by your decision to continue the use of MS on the date on which the modified or amended Terms are posted on the website of the Company unless the modification or amendment materially affect you and your property. If the amendment reasonably seems to affect your decision to continue using MS, we may notify you of the amendment.
- Survival: Any provisions of the Terms which by their express language or by their context are intended to survive the termination of the Terms shall survive such termination.
- Assignment: Except as permitted in Section 4, you shall not assign the Terms or any rights or obligations herein without prior written consent of the Company and any attempted assignment in contravention of this provision shall be null and void and of no force or effect.
- Entire Agreement: The Terms including the documents incorporated herein by reference constitute the entire agreement with respect to the use of MS licensed hereunder superseding all prior or contemporaneous understandings regarding such subject matter.
- Force Majeure: We own no liability for our breach of any provision of the Terms caused by:
- An event of Force Majeure.
- An event occurrence of which is out of reasonable control of the Company.
- The orders of the official and judicial authorities.
- Contradiction: No provision of the Terms and Condition means to contradict the laws of the USA. Any provision found to be contrary to the law, rules and regulations shall be severed from the Terms and remaining provisions shall be effective.
- Personal information:
We collect from you the following information:
- Full name of business or person subscribing to the license;
- Physical and E-Mail address;
iii. IP address;
- Geolocation; and
- Project Metadata:
Upon the creation of a project in MS by the Vendor, all project metadata is transferred to our servers and stored until the Company decides in its sole discretion to delete it.
- Client’s Information:
We may send data from the Clients’ computer to the server including data relating to the service, location, time-zone, operating system, operating system language, resolution, IP address, browser and actions made by installer to audit and find bugs. All such data may be sent to our servers in order to show them to the Vendor. The Vendor has the option to decide whether or not to enable such premium features. If the Vendor elects to enable such features, it shall be implied that the Vendor has authority to collect, send, store and process the data relating to the Client. The Company reserves the right to keep the data as long as it desires or delete it at any time without any obligation to that effect.
- Consent to use non-personal information:
You hereby authorize and consent to the collection, storage and use, by the Company and its affiliates, partners and agents, of any information and data related to or derived from your use of MS, and any information or data that you provide to the Company and its affiliates, partners and licensors (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions. The Information will be treated as being non-confidential and non-proprietary, and the Company assumes no obligation to protect confidential or proprietary information (other than personal information) from disclosure. The Company hereby promises NOT to sell any information about you to any third party without your consent.
- Use of information:
The use of MS requires the verification and authenticity of the users. To this end, we collect personal, non-personal and payment information (‘information’) from you. Such information is used for the following purposes:
- To analyze the user behavior, trends and geographical use of MS for the optimization of the user experience.
- To inform you about the new products and services and offers introduced by the Company and its subsidiaries with the belief that you may be interested in such products, services and offers.
iii. To maintain the authenticity of the users.
- We warrant that the information shall never be shared and used by any party external to the Company; provided that the information may be shared with the legal authorities on their request made in accordance with the applicable laws. The information shall never be sold, leased or otherwise allowed to be used by any third party for purposes other than the provision of the services.
- Children’s Privacy:
MS is designed for the business and there is no question of collection of children’s information. The Company does not knowingly collect information relating to the children. We own no liability arising from the collection of the information of the children.
- Security of the information:
We employ technical, administrative and infrastructural measures of industry standards to safeguard the information. The access to the information is allowed only to limited and reliable staff members who use the information on the need-to-know basis. Given the vulnerability of security of internet based databases, we will not be liable for the breach of the information caused by an event beyond the reasonable control of the Company such as Force Majeure. We will also not be liable for any breach of information caused by your use of insecure internet connection or negligence.
All communications and services of notices under the Terms shall be made through the following email address: