Terms of Use
Effective date: July 29, 2021
BY USING THE SOFTWARE (AS DEFINED BELOW), YOU ("USER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE EVALUATION AGREEMENT WITH METAWORK, INC. (“METAWORK”) CONSISTING OF THIS PARAGRAPH, THE FOLLOWING TERMS, AND ANY ADDITIONAL TERMS REFERENCED HEREIN (THE "AGREEMENT") WITH RESPECT TO THE SOFTWARE. PROVISION OF THE SOFTWARE IS CONDITIONED ON, AND USER’S INSTALLATION OR USE OF THIS SOFTWARE SHALL CONSTITUTE, USER’S ASSENT TO THE TERMS OF THIS AGREEMENT OR OF SUCH EXISTING SEPARATE WRITTEN LICENSE AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF USER DOES NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DO NOT DOWNLOAD OR USE OUR SOFTWARE. IF YOU CONTINUE WITH INSTALLATION, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND USER.
Everyday language summaries are provided for convenience and appear bolded at the beginning of each section. These summaries are not legally binding.
1. Use of Software and Software License.
We grant you a limited right to use our Software. We will always own our Software, and your use is subject to certain restrictions.
Subject to the terms of this Agreement, Metawork grants to User a personal, nonsublicensable, nonexclusive license to use the Metawork software in object code form only (“Software”) in accordance with the documentation or instructions supplied by Metawork, and solely for User’s internal Evaluation purposes during the term of this Agreement. The Metawork shall at all times retain all title to and ownership of the Software and all copies thereof. User agrees to use the Software only in the ordinary course of its Evaluation, and User will not reproduce or modify the Software or any portion thereof. User shall not rent, sell, lease or otherwise transfer the Software or any part thereof or use it for the benefit of a third party. User shall not distribute, reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Metawork Information (as that term is defined below).
2. Ownership.
Our proprietary information includes our Software and any non-public information related to us. You will take reasonable measures to protect our proprietary information. If you provide us with feedback, then we’re allowed to use that feedback to improve our services, and we understand that you’re providing feedback “as is.”
User acknowledges that, in the course of using the Software and performing its duties under this Agreement, it may obtain non-public information relating to the Software and/or Metawork (“Metwork Information”). Such Metawork Information shall belong solely to Metawork and includes, but is not limited to, the existence of the Software, its features and mode of operation, this Agreement, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Metawork Informatio/n:

(a) User shall not during the term of this Agreement and for a period of at least three (3) years after its termination, use (except as expressly authorized by this Agreement) or disclose Metawork Information without the prior written consent of Metawork unless such Metawork Information becomes part of the public domain without breach of this Agreement by User, employees or agents (provided, however, that the foregoing does not restrict User from disclosing that User is using the Software or from disclosing unaltered screenshots of the Software/).

(b) During the period specified in (a) above, User agrees to take all reasonable measures to maintain the Metawork Information and Software in confidenc/e.

(c) During the period specified in (a) above, User will disclose the Software and Metawork Information only to those of its employees as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees have agreed in writing to be bound by the provisions of this Agreement for the Metawork’s benefit; User is responsible for any noncompliance by its employees. User shall not, without the prior written consent of Metawork, disclose or otherwise make available the Software or copies thereof to any third part/y.

(d) User will not remove or export the Software or any Metawork Information or any direct product thereof from the United State/s.

(e) User may (but is not obligated to) provide suggestions, comments or other feedback to Metawork with respect to the Service (“Feedback”). Metawork acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. User shall, and hereby does, grant to Metawork a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
3. No Conflict; Warranty Disclaimer
You will not use our Software in a way that violates an agreement you have with someone. Our Software is currently in Alpha, so we will not provide any warranties for its use.
User will not use the Software in violation of any agreement by which User is bound or to which User is party.

The parties acknowledge that the Software is provided “AS IS” and may not be functional on any machine or in any environment. METAWORK DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. Limitation of Remedies and Damages.
We are only responsible for limited direct damages.
METAWORK SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $100. METAWORK SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
5. Termination.
Either of us can terminate this Agreement at any time and for whatever reason. Upon termination of this Agreement, you may not use our Software, and you’ll return any proprietary information of ours that you might have.
This Agreement may be terminated at any time for any reason or no reason (a) by either party by providing prior written notice to the other party or (b) by User by uninstalling the Software. Upon termination, the license granted hereunder will terminate and User shall immediately return all Metawork Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect.
6. Miscellaneous.
Although fully assignable and transferable by Metawork, neither the rights nor the obligations arising under this Agreement are assignable or transferable by User, and any such attempted assignment or transfer shall be void and without effect. This Agreement be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Metawork may propose a modification to this Agreement by updating the terms on its website and providing at least ten days’ written notice of modification to User (including, without limitation, via email or describing such modification on its website), and User shall be deemed to have provided its consent to the modification (and such modification shall be deemed effective) unless User terminates pursuant to Section 6(b) prior to the expiration of such notice period. User acknowledges and agrees that due to the unique nature of Metawork Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow User or third parties to unfairly compete with Metawork resulting in irreparable harm to Metawork, and therefore, that upon any such breach or threat thereof, Metawork shall be entitled to injunctions and other appropriate equitable relief without posting a bond in addition to whatever remedies it may have at law. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

"NOTICE: This agreement does not affect any immunity under 18 USC Sections 1833(b) (1) or (2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees): (1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."
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