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End User Licence Agreement

This End User Licence Agreement ("EULA") (as amended from time to time) sets out the terms and conditions upon which you may use the Service (as defined below) and any documentation provided together with, or accessible via, the Service ("Documentation").

Please read this EULA carefully before you use the Service. If the individual accepting this EULA is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms, in which case the terms 'Authorised User' and 'you' shall refer to such entity.

Applicability

This EULA is between You and Metaview Technologies Inc., a company registered in the US with EIN 87-2531030 at 251 Little Falls Drive, Wilmington DE 19808-1674 ("Metaview") (each a "Party", together the "Parties").

Interpretation

In this EULA, save where the context requires otherwise, the following words and expressions have the following meaning:

"Agreement" means the agreement(s) in which Metaview agrees to provide the Service(s) to a Customer and under which the Customer may permit you access to the Service as an Authorised User;

"Authorised User" means a company, person or organisation who is authorised by the Customer to access the Service in accordance with the Agreement;

"Customer" means the company, person or organisation identified as such in the Agreement;

"Customer Data" means the content and data that the Customer or any Authorised Users make available to Metaview or input in the Services, that is hosted by Metaview in connection with the provision of the Service and any data generated by or derived from your use of the Services or Documents, whether hosted or stored within the Services or Documents or elsewhere;

"Documents" means any documentation provided together with, or accessible via, the Service;

"Intellectual Property Rights" means all intellectual and industrial property rights in any part of the world, including any invention, patents, copyright and related rights, trade marks, trade names, business names, rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, internet domain names, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and any other rights of a similar nature whether or not any of the same are registered or unregistered or capable of protection by registration, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future;

"Service" means the provision by Metaview to the Customer and Authorised Users of access to the products as set out in the Agreement;

"Third Party Sites" means third party websites, data or services that are not under Metaview's control which the Service may contain links to or call the servers of;

"Third Party Software" means existing third party software owned by third parties and any updates (including software maintenance updates, patches or bug fixes), upgrades (including any versions or releases of that software intended to have new or improved functionality), and relevant documentation, specifications and user manuals for that third party software, including (without limitation) that third party software supplied as part of, or in addition to, the Service; and

"you" or "your" means the company, person or organisation that has been provided with access to the Service by the Customer as an Authorised User.

1. Access to the Service

You may only access and use the Service as permitted by the Agreement and in accordance with this EULA. Your right to access and use the Service will end when:

  1. the Agreement is terminated or suspended for any reason;
  2. the Customer disables your user account;
  3. Metaview suspends or disables your user account; or
  4. this EULA is otherwise terminated in accordance with Section 5.

2. Restrictions

You may use the Service for your internal business purposes only and may use the Documentation in support of your permitted use of the Service.

You shall ensure that your network and systems, including your internet browser and operating systems, comply with any relevant specifications provided by Metaview in writing (including e-mail) from time to time, and you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems in order to access and use the Service.

You shall not, and shall not permit any third party to, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

  1. access, store, distribute or transmit any viruses, data or any material during the course of your use of the Service that is unlawful, illegal, harmful, or infringing any rights (including Intellectual Property Rights);
  2. copy the Service or any Documentation;
  3. except to the extent expressly permitted under this EULA, attempt to copy, modify, duplicate, create derivative works from, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means;
  4. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service;
  5. use the Service in a manner that is illegal or prohibited under any applicable law(s) or causes damage or injury to any person or property;
  6. access all or any part of the Service in order to build a product or service which competes with the Service or use the Service to provide services similar to the Service to third parties;
  7. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available the Service or the Documentation in whole or in part to any third party (other than your authorised personnel); or
  8. remove or alter any copyright or other proprietary notice on the Service or Documentation.

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service, your user account and your login credentials and, in the event of any such unauthorised access or use, you must promptly notify Metaview in writing. The Service and the Documentation represent Metaview's confidential information and you shall keep it confidential and keep it under security conditions no less rigorous than those used to protect your own confidential information and, in any event, exercise reasonable care and precautions for its safe custody.

Information about how Metaview processes personal data is set out in Metaview's privacy policy (available at https://www.metaview.ai/privacy-policy and as updated from time to time).

3. Intellectual Property Rights

You acknowledge and agree that Metaview and/or its licensors own all Intellectual Property Rights in and to the Service and Documentation. You acknowledge that such rights are licensed (not sold) to you, and that you have no rights in or to the Service and the Documentation other than the right to use them in accordance with this EULA.

You grant Metaview a worldwide, non-exclusive, perpetual, sub-licensable, irrevocable, fully-paid-up, royalty free licence to store, copy, download and use your Customer Data to: (a) provide the Service; (b) improve the performance, quality and functionality of the Service (including to perform activities necessary to enable the use of Customer Data (alone or along with other material) for analysis by a computer); and (c) incorporate, integrate and share the Customer Data into and/or with its other products and services.

You represent and warrant to Metaview that you have the necessary right, title, interest and consent, in each case as necessary to allow Metaview to use the Customer Data in accordance with this EULA. You shall maintain a backup of your Customer Data and Metaview shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.

Metaview will not be responsible for any interruptions, delays, failures, or non-availability affecting the Service or the performance of the Service which are caused by third party services (including Third Party Sites and Third Party Software), errors or bugs in Third Party Software, hardware, or the Internet on which Metaview relies to provide the Service, or any changes to the Service made by or on behalf of the Customer, and you acknowledge that Metaview does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

4. Metaview's Liability

The Service and the Documentation are provided to you on an "as is" basis and Metaview gives no representations, warranties, conditions or other terms of any kind in respect of the Service or the Documentation, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement.

Metaview shall not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss or damage (whether direct or indirect) arising in connection with your use or failure to use the Service or the Documentation.

Nothing in this EULA shall limit or exclude Metaview's liability for:

  1. death or personal injury resulting from our negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that cannot be excluded or limited by applicable law.

Nothing in this Section 4 is intended to affect any rights the Customer has vis-à-vis Metaview under the Agreement.

5. Termination

Metaview may terminate this EULA (or, in its discretion, suspend your access to the Service) immediately if you:

  1. breach Section 2;
  2. infringe Metaview's Intellectual Property Rights in the Service; or
  3. otherwise commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

On termination for any reason:

  1. all rights granted to you under this EULA will cease; and
  2. you must immediately cease all activities authorised by this EULA.

6. General

No waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

Severance. If any provision of this EULA is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

Variations. Metaview may amend this EULA at any time and will post a copy of the amended EULA on the Service. Your continued use of the Service after the EULA has been amended will be considered as your acceptance of the amended EULA.

Assignment and transfer. You may not assign or purport to assign or otherwise transfer this EULA or any of its obligations thereunder without Metaview's prior written consent.

Third party rights. This EULA does not confer any rights on any third party.

Entire agreement. This EULA contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each Party acknowledges and agrees that in entering into this EULA it does not rely on, and shall have no remedy in respect of, any statement, misrepresentation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this EULA.

Governing law and jurisdiction. This EULA shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.