Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR WEBSITES OR OTHER PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR WEBSITES OR OTHER PRODUCTS OR SERVICES. Should you have any questions concerning these Terms, please contact support@metageek.com.

These Terms of Service ("Terms") apply to your access to, and use of, the websites (including www.metageek.com and its subdomains) and other products and services (collectively, "Services" ) of MetaGeek, LLC ("MetaGeek," "we" or "us"). These Terms do not alter in any way the terms or conditions of any other agreement you may have with MetaGeek for products or services. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf and that such entity agrees to be responsible to us if you violate these Terms.

MetaGeek reserves the right to change or modify these Terms at any time and in our sole discretion. If MetaGeek makes changes to these Terms, we will provide notice of such changes, such as by sending you an email notification, by providing notice through the Services, or by updating the "Last Updated" date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand the terms and conditions that apply to your use of the Services. If you do not agree to any amended Terms, you must stop using the Services.

1. Privacy Policy

Please refer to our Privacy Policy for information about how MetaGeek collects, uses, and discloses information about our users.

2. Your Account

To obtain access to certain Services, you may be required to obtain an account with MetaGeek (become a "Registered User"), by completing a registration form and designating an account name and password. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner.

Until you apply for and are approved by MetaGeek to become a Registered User, in MetaGeek's sole discretion, your access to the Service will be limited to the areas of the Service that MetaGeek makes available to the general public. When registering with MetaGeek you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. We reserve the right to reclaim account names, or to take other reasonable action as necessary, on behalf of any business or individual that holds legal claim, including trademark rights, in a name.

Only you may use your Service account. You must keep your account and passwords confidential and not authorize any third party to access or use your account. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. MetaGeek will not be liable for any loss or damage arising from any unauthorized use of your accounts.

3. Eligibility

The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Services; and (c) have full power and authority to enter into this agreement and that, in doing so, you will not violate any other agreement to which you are a party.

4. Subscription Types And Fees

Free Subscription. Unless you purchase a Paid Subscription, your access to the Services will be limited to the Services that MetaGeek makes available generally to registered users. MetaGeek will not provide technical support to subscribers who have not purchased a Paid Subscription. If you do not have a Paid Subscription, you may only use the Services for internal, non-commercial purposes, and MetaGeek will automatically collect certain information about your use of the Services. If you purchase a Paid Subscription, you may opt out of the collection of such information.

Paid Subscription. Additional applications and functionalities of the Services will be available for purchase on either an annual or monthly subscription basis at MetaGeek's then current prices ("Paid Subscription"). If you purchase a monthly Paid Subscription, payments will be due monthly. If you purchase an annual Paid Subscription, payments will be due annually. All payments are final and are non-refundable. All payments due under these Terms of Service will be made: (a) by check or bank wire transfer, in immediately available funds; (b) by credit card on a recurring basis; and (c) in either case, in US Dollars within thirty (30) days of the invoice date.

The fees applicable for Service ("Fees") are available on the website and as published within the Service. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any applicable taxes not invoiced by MetaGeek. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

You must be authorized to use the payment method that you enter when you create your account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. You must keep all information in your account current. You can access and modify your account information by logging into your account. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your account before we reasonably could act on your request.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

5. Copyright And Limited License

Unless otherwise indicated on the Services or otherwise by MetaGeek, the Services and all content and other materials therein, including, without limitation, the MetaGeek logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of MetaGeek or our licensors or users and are protected by U.S. and international copyright laws.

You are hereby granted a limited, nonexclusive, non-sublicensable license to access and use the Services and Content; however, such license is subject to these Terms and does not include (a) any resale or commercial use of the Services or the Content therein; (b) the distribution, public performance or public display of any Content; (c) modifying or otherwise making any derivative uses of the Services or the Content, or any portion thereof; (d) downloading (other than the page caching) of any portion of the Services, the Content or any information contained therein, except as expressly permitted on the Services; and (e) any use of the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without the prior written permission of MetaGeek, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein or otherwise by MetaGeek, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

Notwithstanding anything to the contrary in these Terms, the Services and Content may contain software components and Content that are subject to separate license terms, in which case those license terms will apply to the access and use of such software components and Content.

6. Trademarks

"MetaGeek" and the MetaGeek logo and any other product or service names or slogans contained in the Services are trademarks of MetaGeek and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MetaGeek or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of MetaGeek and may not be copied, imitated or used, in whole or in part, without the prior written permission of MetaGeek. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

7. Third-Party Content

We may provide third-party content and links to third-party web pages as part of the Services. We do not control, endorse or adopt any third-party content and can make no guarantee as to its accuracy or completeness. You acknowledge and agree that we are not responsible or liable in any manner for any third-party content and undertakes no responsibility to update or review any third-party content. You use such third-party content at your own risk.

8. Suspension And Termination Of The Service

You may stop using the Services at any time. We may temporarily suspend or terminate your access to the Services or your account at our sole discretion, with or without cause or notice, and without incurring any liability to you. We may suspend or terminate your access to the Services or your account if: (a) you are in breach of these Terms; (b) your use of the Services could cause a risk of harm or loss to us or other users of the Services; (c) you are suspected or detected of having malicious code; (d) we are performing scheduled maintenance; or (e) we are experiencing unplanned technical problems.

9. Acceptable Use

You agree not to use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or MetaGeek. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service to access or use the Service (such as a BOT, a spider, or periodic caching of information stored by MetaGeek).

You promise not to encourage or help any third party to:

• Modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service
• Reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service (except to the extent applicable law doesn't allow this restriction)
• Use the Service for purposes not expressly permitted by these Terms, the Privacy Policy, or other policies
• Remove, obscure, or alter any proprietary rights notice (including copyright and trademark notices) that may be affixed to or contained within the Service
• Use the Service to store or transmit inappropriate Content, such as Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable
• Use the Service to store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware
• Use the Service to abuse, harass, stalk, or otherwise violate the legal rights of others
• Use the Service to interfere with or disrupt servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service
• Use the Service to gain unauthorized access to any other MetaGeek account, computer systems or networks, through password mining or any other means
• Share passwords or other access information or devices or otherwise authorize any third party to access or use the Service

MetaGeek reserves the right to deactivate, change, or require you to change your user ID at any time for any reason. MetaGeek will make all judgments regarding these guidelines and will not assume liability for any actions or inactions regarding content.

10. Feedback

If you send us any questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about MetaGeek and our Services ("Feedback"), you agree that the Feedback is non-confidential and will become the sole property of MetaGeek. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. Indemnification

You agree to defend, indemnify and hold harmless MetaGeek and its partners, contractors, service providers, consultants, directors, officers, employees and agents (collectively, the "MetaGeek Parties") from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) any Feedback you provide; and (c) your violation of these Terms.

12. Disclaimer

THE SERVICES AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, META GEEK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

META GEEK DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

META GEEK RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT AND TO MODIFY, SUSPEND OR DISCONTINUE THE SERVICES OR ANY FEATURES OR PORTIONS OF THE SERVICES WITHOUT PRIOR NOTICE OR LIABILITY.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF BY US.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

13. Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL META GEEK OR ITS PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, EVEN IF META GEEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) ANY RELIANCE ON ANY CONTENT; (C) ANY MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO META GEEK'S RECORDS, PROGRAMS OR SERVICES; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF META GEEK, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100.00).

14. Entire Terms Of Service

These Terms of Service, together with all documents referenced herein, constitute the complete and entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, whether written or oral, relating to the subject matter of these Terms of Service, including all past dealings or industry custom.

15. Applicable Law; Arbitration

You and MetaGeek agree to arbitrate certain disputes and claims and have a trial by a judge instead of a trial by a jury. You and MetaGeek agree that any claim arising out of or related to these Terms of Service or our Services must be arbitrated. You and MetaGeek also agree to arbitrate any disputes about the interpretation or application of this arbitration agreement, including its enforceability, revocability or scope.

You and MetaGeek agree that no class or representative actions or arbitrations are allowed. This means that you may not bring a claim as a plaintiff or class member in a class or representative action or arbitration. You and MetaGeek agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

Arbitration means that you waive your right to a judge or jury trial and that your claims will not be decided by a judge or jury.

15.1 Arbitration Procedure:

The following claims are exceptions to the arbitration agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (a) claims for violation of a party's intellectual property rights; (b) claims related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) claims for injunctive relief. In addition, you will retain the right to file a small claims court action, if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

You waive your right to a jury trial and to a court resolution of your claims. You will have the right, at your election, to resolve any claim through binding arbitration instead of in court.

Before you take a dispute to arbitration or court, you must first try to resolve the dispute by sending a "Claim Notice" to MetaGeek. You may send the Claim Notice by email to legal@metageek.net or by certified mail to MetaGeek's Legal Department, 520 S. 3rd Street, Boise, ID 83702. The Claim Notice must include your name, address, email address, phone number, a description of your claim, and the specific relief you are seeking.

If you and MetaGeek cannot reach an agreement to resolve the claim within 30 days after the Claim Notice is received, you or MetaGeek may commence an arbitration proceeding.

The arbitration will be administered by JAMS in Boise, Idaho, pursuant to the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The JAMS Rules are available at www.jamsadr.com.

The Federal Arbitration Act (FAA) will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine preliminary questions of arbitrability such as whether the Terms of Service or any of its provisions are applicable, enforceable or unconscionable. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

15.2 Confidentiality of Arbitration Proceedings:

The arbitrator, MetaGeek, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

15.3 Arbitration Fees and Award:

If you initiate arbitration, you will pay the JAMS filing fee, and MetaGeek will pay the remaining JAMS fees and costs. If MetaGeek initiates arbitration, MetaGeek will pay all JAMS fees and costs.

The arbitrator may award on an individual basis any relief that the arbitrator deems just and equitable and any relief that may be granted by a court, including, without limitation, injunctive or declaratory relief and attorneys' fees.

The Idaho state or federal courts in Boise, Idaho, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

15.4 Time Limit to Claims:

You and MetaGeek agree that for any claims you bring against MetaGeek, you must file the claim within one (1) year after the claim arises, or the claim will be permanently barred.

15.5 Notice of Opt-Out:

You have the right to opt out and not be bound by the binding arbitration requirement by sending written notice of your decision to opt out to legal@metageek.net within 30 days after first becoming subject to this arbitration provision. Your notice must include your full name, address and a clear statement that you want to opt out of this arbitration provision. If you opt out of arbitration, all other parts of these Terms of Service will continue to apply to you. Opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with MetaGeek.

15.6 Governing Law and Venue:

These Terms of Service are governed by the laws of the State of Idaho, without regard to conflict of law provisions. The Idaho state or federal courts in Boise, Idaho, will be the jurisdiction and venue for any such suits.

16. Assignment

Neither these Terms of Service nor any rights or duties under these Terms of Service may be transferred, assigned or delegated by you without MetaGeek's prior written consent. Any such attempted transfer, assignment or delegation without such prior written consent will be void. These Terms of Service will be binding upon and benefit the parties and their respective representatives.

17. Waivers

A party's failure or delay in exercising any right or remedy under these Terms of Service will not constitute a waiver of that right or remedy. All rights and remedies are cumulative and not exclusive. A waiver of one breach or default or delay in exercising rights will not waive any subsequent breach or default.

18. Notices

MetaGeek may send you notices electronically by posting them on the Services or by email to the email address you provided to us. Notices are deemed received when posted on the Services or when the email is sent. If you do not consent to receive notices electronically, you must stop using the Services.

To send us legal notices, you must send them by email to legal@metageek.net and by registered mail to:

MetaGeek, LLC

250 S. 5th St., Ste 840

Boise, ID, 83702

Any such notice must specifically reference that it is a notice under these Terms of Service.

By registering, you understand that MetaGeek may send you communications regarding the Services, including notices about violations of use, updates, and promotional materials. You may opt out of promotional communications.

19. Severability

If any provision of these Terms of Service is found to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect to the extent that the economic and legal substance of the transactions contemplated by these Terms of Service is not affected in any manner materially adverse to either party. If any provision is deemed unenforceable, the parties will negotiate in good faith to modify such provision to recreate the original intent.

20. Force Majeure

Except for payments due, neither party will be responsible for any failure to perform, interruption or delay caused by events beyond its reasonable control, including but not limited to: acts of God (fire, storm, floods, earthquakes), civil disturbances, disruption of telecommunications, power outages, service interruptions by third-party providers used by MetaGeek, labor disturbances, vandalism, cable cuts, computer viruses or malicious or unlawful acts of third parties.

21. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act ("DMCA"), MetaGeek may terminate accounts of repeat infringers and may limit access or terminate accounts of users who infringe intellectual property rights, regardless of whether it's a repeat infringement.

To file a copyright infringement notification, please send a written communication that includes:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity
• Information reasonably sufficient to permit MetaGeek to contact you
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner
• A statement that the information is accurate and that you are authorized to act on behalf of the copyright owner

Send the notification to our designated agent:

Name of Designated Agent: Alison Dorsey

Address: 250 S. 5th St., Ste 840, Boise, ID 83702

Phone: 208.639.3140

Fax: 208-441-6483

Email: legal@metageek.com

For proper notification requirements, see 17 U.S.C. §512(c)(3). Knowingly making a material misrepresentation in a notification can lead to liability for damages, costs and attorneys' fees.