TERMS OF SERVICE AND CONDITIONS OF USE
METARANX SOFTWARE INC.
Last Updated: June 30, 2020
Metaranx allows users to build their own artificial intelligence (“AI”) in a user-friendly and accessible manner without using code, and to share, sell and integrate their creations in an open source online marketplace. The AI created by our users is referred to herein as “User AI” (as further defined in Section 9).
These terms and conditions of use (these “Terms”) constitute a legal agreement and are entered into by and between each visitor or user (“User” or “you”) and Metaranx Software Inc. (“Metaranx,” “we,” “us,” “our”). These Terms govern your access to and use of the Metaranx platform and online marketplace, including any content, functionality, and related services offered on or through our website (“Site”) at www.metaranx.com including the AI Marketplace (“Marketplace”, and (collectively, the “Services”).
By using the Services, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Metaranx and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services. You are solely responsible for ensuring that your use of the Services is in compliance with all applicable laws.
We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review these Terms in order to be aware of any modifications and your continued use shall be your acceptance of these Terms.
The information and material on the Services, and the Services, may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period.
Users are responsible for obtaining their own access to the Services and must ensure that all persons who access the Services through a User's internet connection are aware of these Terms and comply with them.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Services. Any transmission of personal information is at your own risk, and we are not responsible for circumvention of any privacy settings or security measures contained on the Services.
In order to access and use the Services, you must first create and register a user account with Metaranx (“Account”). It is a condition of your use of the Services that all the information you provide in connection with your use of the Services is correct, current, and complete.
You must use only your own Account, and you are solely responsible for any activity occurring through your Account. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an Account, your Account is personal to you and you are responsible for any password misuse or any unauthorized access.
As further described at paragraph 6 (vii), we reserve the right to disable, suspend, terminate or delete your Account, User information, and/or your ability to use the Services in our sole discretion in accordance with these Terms.
Without limiting any other obligations or prohibitions in these Terms, in connection with using or accessing the Marketplace, you will not:
Certain functionalities of the Services are available by purchase only, including those that allow you to train AI models, store AI models, make a purchase or a sale on our marketplace, integrate with an API, and make a call to an API. Users will be informed of the cost of each purchase prior to agreeing to each purchase. Purchases may not be made on a subscription basis.
You acknowledge and agree that Metaranx does not represent either of the seller or buyer in any specific transaction and, further, that Metaranx does not control and is not labile to or responsible for the quality, lawfulness or availability of any User Content offered for sale on the Marketplace, or the ability of a seller to complete a sale or the ability of buyers to complete a purchase.
We charge fees for using our Services, such as:
Users of the Service may be required to provide their credit card details to Company or the payment service provider retained by Company (the “PSP”). Users will be responsible for paying agreed-upon fees for the Service. Users of the Service will be liable for any taxes (“Taxes”) required to be paid on the Service provided under the Agreement.
All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will immediately bill you.
For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
For annual payment plans, the Service is billed up front for a one (1)-year period and is non-refundable. Your annual plan will automatically renew for successive one (1)-year periods, and you will be charged the applicable fees on each annual anniversary of your purchase, unless you cancel prior to the end of the then-current annual term. There will be no refunds or credits for partial terms of service, upgrade/downgrade refunds, or refunds for unused terms with an open account.
We reserve the right to change our fees and to institute new charges at any time (including, for clarity, for any renewal), upon notice to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Metaranx in our sole discretion. Your use of the Service following such notification constitutes your acceptance of any new or increased fees. All fees are exclusive of all Taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such Taxes, levies, or duties.
You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Metaranx, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
The Metaranx name, the Metaranx logo, and all related names, logos, product and service names, designs, images and slogans are trademarks of Metaranx or its affiliates or licensors. You must not use such marks without the prior written permission of Metaranx. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
You may only use the Services as set out in these Terms and in accordance with your applicable API license agreement, if any. Use of the User AIs will be at all times subject to these Terms and the terms applicable to such User AIs made available at the time of purchase and/or download (“User AI Terms”). for your personal use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, in any form or medium whatsoever except:
Users are not permitted to modify copies of any materials from the Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
If you print off, copy or download any part of our Site in breach of these Terms and Conditions, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Site or to any content on the Site, and all rights not expressly granted are reserved by Metaranx. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us in writing with the following information:
As a condition of your access and use, you agree that you may use the Services only for lawful purposes and in accordance with these Terms.
The following content standards apply to any and all content, material, applications and information a User uploads, submits, posts, publishes, displays, or transmits to the Services, to other Users or other persons ("User Uploads") and any and all creations built by you through your use of the Services (“User AI”) (together, “User Content”). Any and all User Content must comply with all applicable federal, provincial, local, and international laws, regulations and terms of service.
Without limiting the foregoing, you warrant and agree that your User Content and your use of the Services shall not:
The Services allow User Uploads.
None of the User Uploads you submit to the Site will be subject to any confidentiality protections other than insofar as User Uploads are only accessible by other Users. By providing any User Uploads to the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material as required to give effect to the Services and these Terms, in all cases according to your account settings.
By submitting User Uploads, you declare and warrant that you own or have the necessary rights to submit User Uploads and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms. You represent and warrant that all User Uploads comply with applicable laws and regulations and the User Uploads, User AI and Content Standards set out in these Terms.
You understand and agree that you, not Metaranx nor Metaranx’s affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Uploads you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Uploads submitted by you or any other User.
Metaranx has the right, without provision of notice, to:
YOU WAIVE AND HOLD HARMLESS METARANX AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY METARANX AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER METARANX OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
You acknowledge and agree that Metaranx has no obligation, nor any responsibility to any party to monitor User Uploads, and that User Uploads are not necessarily regularly reviewed. Accordingly, we do not guarantee the timely removal of objectionable materials contained in User Uploads and, subject to applicable laws, we have no liability for any action or inaction by third parties in respect of User Uploads. Without limiting the foregoing, we reserve the right to monitor, remove, or edit User Uploads which, in our sole discretion include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in our sole discretion.
For your convenience, the Services may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Services. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
The owners of Metaranx are based in Ontario in Canada. We provide the Services for use by persons located in Canada, and by persons located in any other jurisdiction where use of the Services is permitted by the laws of that jurisdiction, provided that the services provided by our Payment Processor are supported in that jurisdiction. If you access the Services from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Metaranx, our affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the Services, including, but not limited to, your User Uploads, User AI, third-party sites, any use of the Services’ content, services, and products other than as expressly authorized in these Terms.
Your interactions with third parties and/or any Payment Processor are solely between you and such party. To the maximum extent permitted by law, you hereby release Metaranx, our affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors from any and all claims arising from your interaction with any third party and/or Payment Processor.
UNDER NO CIRCUMSTANCE WILL METARANX NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS PARTIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY SERVICES CONTENT, MATERIALS, POSTING, UPLOAD OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
TO THE EXTENT THE FOREGOING EXCLUSIONS ARE PROHIBITED BY LAW, YOU EXPRESSLY AGREE THAT METARANX’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE NATURE OF THE CLAIM WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS ($100).
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER METARANX NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICES OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER METARANX NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS REPRESENT OR WARRANT THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
The Services and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence or physical location.
Any action or proceeding arising out of or relating to the Services and under these Terms will be instituted in the courts of city of Toronto in the Province of Ontario and/or the Federal Court of Canada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Should you become aware of misuse of the Services including libellous or defamatory conduct, you must report it to Metaranx at firstname.lastname@example.org.
All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to our contact form.