Summary

These Metopio Terms of Service (the “Terms” or the “Agreement”) govern access to and use of the Metopio website (the “Site”) and services (collectively “Metopio Services”) provided by Metopio, a Delaware corporation (“Metopio”, “we” or “us”) to you. You may be a visitor to our website (“Site Visitor”), an individual and/or entity that creates an account or purchases/uses the Metopio Services (collectively “Customer”), and/or an Authorized User (as defined below). Customers, Authorized Users and Site Visitors may be referred to in these Terms as “you” and “your”, and collectively as “Users”, as applicable. Please note that we may modify these Terms as further described in the amendment provisions below, so you should make sure to check this page from time to time. Our Privacy Policy explains how we collect and use your information, and our various Subscription Agreements contain terms that may be applicable to particular services and pricing plans selected by you. By using any Metopio Service, you agree to be bound by these Terms, our Privacy Policy, and any applicable Subscription Agreement.

1. Overview of the Metopio Services

Metopio Services allow you to create infographics, models, and reports (“Insights”) to visualize relationships between demographic, geographic, socio-economic, health, transportation, environmental and other data that is available to the public; provided to us by license or developed by us for use by Users of Metopio Services; provided by you; and/or to which other Customers may have granted you access. Metopio Services also allow you to explore the data at various geographic levels, including custom user-defined regions, and conduct analyses in various places on the Site.

2. Subscription Agreements

Your use of Metopio Services may be governed by specific access and pricing terms (“Subscription Agreements”) that you accept in addition to these Terms, depending on the subscription plan that you have selected. Copies of our Subscription Agreements are available upon request. In case of a conflict between the any applicable Subscription Agreement and these Terms, the Subscription Agreement will control.

3. Use and Account Registration

3.1 Eligibility; Fees. In order to use Metopio Services, you must be fully able and competent to enter into these Terms and to accept, abide by and comply with these Terms, our Privacy Policy and any applicable Service-Specific Terms. These Terms apply to all categories of Users. If you are a User acting on behalf of a Customer that is an entity, you represent and warrant that you are an authorized representative of that Customer with the authority to bind such Customer to these Terms, our Privacy Policy and any applicable Subscription Agreement; and agree, on behalf of that Customer, to be bound by these Terms, our Privacy Policy and any such Subscription Agreement.

3.2 Accounts. Customer and its Authorized Users must register for a Metopio account to access the Metopio Services. User information will be governed by Metopio’s Privacy Policy. Customer (on behalf of itself and its Authorized Users) and Authorized Users (on behalf of themselves) represent and warrant that all such account information is accurate, current, and complete and agree to keep this information up-to-date. Customer and Authorized Users shall keep any passwords, and other access credentials for the Metopio Services strictly confidential and not share them with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and Metopio Services. Customer will be responsible for any and all actions taken using its and its Authorized Users’ (current and former) accounts, passwords or access credentials. Customer must notify Metopio immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others. You may only use this Site and Metopio Services if you are 18 years of age or older, able to legally agree to these Terms, and not a competitor to Metopio (or developing any competing and/or similar products or services). You may allow your Authorized Users to use and access Metopio Services on your behalf, provided that they meet the foregoing criteria and agree to these Terms. You acknowledge and agree that we use and disclose User Information as set forth in our Privacy Policy.

3.3 Authorized Users. An “Authorized User” is an individual person (e.g. employee, contractor, agent of a Customer) who is registered with us and permitted by a Customer to use the Metopio Services subject to these Terms and any restrictions in an applicable Subscription Agreement (as defined in Section 2). Customer shall ensure that its Authorized Users comply with these Terms and the applicable Subscription Agreement. Customer shall be responsible for all actions of its Authorized Users and the performance of their obligations hereunder.

3.4 Intended Only for Users in the US. Metopio is based in the state of Illinois in the United States, and we provide the Metopio Services for use only by persons located in the United States. We make no representations that the Metopio Services are accessible, appropriate or legal outside the United States. If you access the Site or use Metopio Services from outside the United States, you do so on your own initiative and risk, and are responsible for compliance with applicable local law.

4. Use and Access Rights

4.1 Limited License.

(a) Subject to these Terms, Metopio grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access the Metopio Services for Customer’s personal use or internal business purposes as expressly permitted in these Terms. Customer’s use and access to the Metopio Services are subject to any limitations set forth in any applicable Subscription Agreement.

(b) Metopio grants Customer a limited, non-exclusive, revocable license to use Insights created by Customer for Customer’s personal or professional use as expressly permitted by these Terms, subject to (i) any restrictions, regulations, licensing agreements or other terms applicable to any relevant Customer Provided Data (as defined below) provided by Customer; (ii) any Customer Provided Data License (or any other applicable restrictions, regulations, licensing agreements or other terms) applicable to any relevant Other User’s Data (as defined below) and (iii) these Terms.

4.2 General Restrictions. Customer must not (and Customers with Authorized Users must not permit their Authorized Users to):

• rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise provide access to the Metopio Service to a third party (except Authorized Users or as permitted under an applicable Subscription Agreement);
• incorporate the Metopio Service (or any portion of such) or any Insight with, or use it with or to provide, any site, product, or service, other than as specifically permitted herein;
• publicly disseminate information regarding the performance of the Metopio Services;
• modify or create a derivative work of the Metopio Services or any portion of them;
• reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, or file formats, of the Metopio Services, except to the extent expressly permitted by applicable law and then only with advance notice to Metopio;
• break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Metopio Services, or configure the Metopio Services (or any component thereof) to avoid incurring fees or otherwise circumvent these Terms or any applicable Subscription Agreement;
• distribute any portion of the Metopio Services excepted as permitted herein;
• access the Metopio Services for the purpose of building a competitive product or service or copying its features or user interface;
• remove or obscure any proprietary or other notices contained in the Metopio Services, including, without limitation, reference, copyright or other legend material contained in any Insights created by you or any reports or output obtained from the Metopio Services;
• use or permit to be used the Metopio Services or any Insight created using them for any illegal or misleading purpose, in a manner that is harmful or offensive to other Users or groups of people or in any manner that is otherwise inconsistent with these Terms; and Metopio reserves the right, in its sole discretion, to remove any Insight or other content that we deem to be in violation of the foregoing;
• defame, harass, abuse, threaten, stalk or defraud users of Metopio Services, or collect, or attempt to collect, personal information about users or third parties without their consent;
• interfere with, damage, impair or disable the operation of Metopio Services or interfere with, damage or impair Metopio Provided Data, Customer Provided Data provided by you, or Other User’s Data, or other users’ use of them, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code;
• remove, circumvent, disable, damage or otherwise interfere with any security-related features of this Site or the Metopio Services, features that prevent or restrict the use or copying of any part of this Site or the Metopio Services (including Other User’s Data), or features that enforce limitations or restrictions on the use thereof;
• obtain or attempt to obtain any materials or information from the Site through any means not intentionally made available through Metopio Services;
• modify Metopio Services in any manner or form, or use modified versions of Metopio Services, including, without limitation, for the purpose of obtaining unauthorized access to Metopio Services;
• utilize framing techniques to enclose any trademark, logo, copyright or other Metopio Services without our express written consent; or use any meta tags or any other “hidden text” utilizing Metopio’s name or trademarks without our express written consent;
• link to Metopio in a misleading way, including to imply Metopio’s endorsement, and you will promptly remove any links that Metopio finds objectionable in its sole discretion; use any Metopio logos, graphics, or trademarks as part of the link without our express written consent;
• make unsolicited offers, advertisements, proposals, or send junk mail, commercial communications or spam to other users of Metopio Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
• modify, adapt, translate, or create derivative works based upon Metopio Services or any part thereof, except and only to the extent included in Insights generated using Metopio Services or in connection with activities that are expressly permitted by applicable law notwithstanding this limitation;
• impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• use any robot, spider, scraper, or other automated means to access Metopio Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Metopio Services;
• use Metopio Services to produce any harmful, infringing or defective product; or
• interfere with, damage or impair Other User’s Data, Metopio Provided Data or other Users’ use of them.

5. Customer Provided Data, Metopio Provided Data and Other Users’ Data

5.1 Customer Provided Data. Customer retains all of its right, title, and interest in and to the content and documents that Customer uploads for use with the Metopio Service (excluding any Metopio intellectual property) (the “Customer Provided Data”). Customer hereby grants Metopio a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Provided Data to the extent necessary to provide the Metopio Service or as otherwise permitted in these Terms, including, subject to the consent of Customer as provided below, to provide access to such Customer Provided Data to other Customers and their Authorized Agents for use with the Metopio Services. Customer expressly authorizes Metopio to use and process Customer Provided Data as described in these Terms. These licenses and permissions extend to our affiliates and trusted third parties we work with.

Other Users shall only have access to your Customer Provided Data subject to, and to the extent of any license granted by you (a “Customer Provided Data License”). If you upload your Customer Provided Data for your use with Metopio Services and/or permit other Users to access and use your Customer Provided Data for use with the Metopio Services pursuant to a Customer Provided Data License, you represent and warrant to Metopio and such other Users that (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Metopio and, to the extent of a related Customer Provided Data License, other Users to use, your Customer Provided Date to enable inclusion and use thereof in connection with the Metopio Services in the manner contemplated by in these Terms and to grant the rights and license set forth in these Terms and such Customer Provided Data License; and (ii) Metopio’s, and, to the extent of a related Customer Provided Data License, any other Users’, exercise of the license rights set forth in these Terms and in such Customer Provided Data License, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.

You expressly acknowledge that (a) other Users may have access to (i) the same Metopio Provided Data, (ii) the same Customer Provided Data or (iii) the same or similar data as contained in your Customer Provided Data (by virtue of membership in trade groups, licenses, or otherwise); and (b) as a result such other Users may create Insights that are identical or similar to those created by you. Your rights in such Insights are limited as set forth in Section 4.1 and are not exclusive.

5.2 Metopio Provided Data. Metopio’s “Data Dictionary” provides Users with access to two types of data sets for use with the Metopio Services. “Metopio Provided Data”, also referred to on the Site as “Curated Data”, is data that is generally available to the public, via government or similar sources, or that has been made available to Metopio via license. Your use of Metopio Provided Data, and any Insight you derive from it using in connection with Metopio Services, is governed by these Terms and any applicable Subscription Agreement. Without limiting the forgoing, you agree not to remove or obscure any propriety, legend or other notice material from any Insight you create using Metopio Provided Data.

5.3 Other Users’ Data. The second type of data set provided by Metopio for your use is Customer Provided Data of other Users who have agreed to grant access to it pursuant to a Customer Provided Data License, as contemplated in the second paragraph of Section 5.1 above. We refer to this second category as “Other User’s Data” when addressed from the perspective of your use of it. Your use of Other User’s Data in connection with Metopio Services, as well as any Insight you may derive doing so, is governed subject to these Terms and any relevant Customer Provided Data License. Before using any Other User’s Data, you will have to agree to the terms of any such relevant Customer Provided Data License. Without limiting the forgoing, you agree not to remove or obscure any propriety, legend or other notice material from any Insight you create using Other User’s Data.

5.4 Aggregate/Anonymous Data. You agree that Metopio will have the right to generate aggregate or anonymous data from your User Information (as defined below) and that aggregate or anonymous data are owned by Metopio, which Metopio may use and disclose in accordance with our Privacy Policy.

5.5 Metopio Intellectual Property. These Terms, together with any relevant Subscription Agreement, constitute a subscription agreement for access to and use of the Metopio Services. Customer acknowledges that it is obtaining only a limited right to use the Metopio Services and that, regardless of any use herein or in any Subscription Agreement of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its Authorized Users or end users) or Site Visitor under these Terms. User agrees that Metopio (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Metopio Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing and that Metopio reserves any licenses not specifically granted in these Terms. Metopio Services are offered as an online, hosted product. Accordingly, you acknowledge and agree that you have no right to obtain a copy of the software behind any Metopio Services and that Metopio at its option may make updates, bug fixes, modifications or improvements to the Metopio Services from time-to-time.

5.6 Feedback. If you elect to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Metopio (collectively, “Feedback”), you hereby grant Metopio a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in these Terms limits Metopio’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

6. Privacy & Security

6.1 Metopio Privacy Policy. The personal and account information you provide to us or that we collect (“User Information”) will be used as described in these Terms and in our Privacy Policy. Please carefully read the Metopio Privacy Policy as it contains important details about our collection, use and retention of “User Information”.

6.2 Security. Metopio protects User Information, and any Customer Provided Data you may upload for use with Metopio Services, from unauthorized use or disclosure by taking reasonable technical and organizational measures designed to secure our systems from unauthorized access, use or modification.

7. Agreements and Acknowledgements

7.1 You agree to: (i) obtain all necessary rights, releases, and consents to allow your Customer Provided Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Metopio the rights and licenses set out in these Terms; (ii) use Metopio Services and Insights you create only in compliance with these Terms and any relevant Subscription Agreement; and (iii) not take any action that would cause Metopio or Metopio Services to become subject to any third-party terms (including open source license terms).

7.2 You represent, warrant and covenant that the collection, use, and disclosure (to the extent of a related Customer Provided Data License) of your Customer Provided Data as contemplated in these Terms will not violate any third-party rights, including intellectual property, privacy and publicity rights. You further represent and warrant that Customer Provided Data that you provide to Metopio complies with all applicable data protection laws, rules, and regulations. If you receive any take-down requests or infringement notices related to Customer Provided Data, you must promptly: (i) stop using the related Customer Provided Data with Metopio Services; and (ii) notify Metopio. If Metopio receives any take down requests or infringement notices related to Customer Provided Data, Metopio may respond in accordance with its policies, and will notify and consult with you on the next steps.

7.3 While Metopio takes care to make useful, accurate data available to you for use with Metopio Services, you acknowledge that Metopio makes no representation or warranty regarding the accuracy or completeness any such data, whether Metopio Provided Data or any Other User’s Data, and that under no circumstances will Metopio be liable in any way for any loss or damage you incur in connection with the use thereof, including, without limitation, losses or damages related to inaccuracies, errors or omissions in such data; or, with respect to Other User’s Data, any intellectual property infringement by the User granting access to such Other User’s Data resulting from its availability on the Metopio Site. You hereby release Metopio from any and all such liability.

7.4 Links and Third-Party Websites. We provide links to third-party websites, including to reference source material informing Insights (“Reference Sites”). Metopio has no control over such Reference Sites or their content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by Metopio. Our inclusion of any link on Insights or otherwise within the Metopio Services does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. Access and use of Reference Sites, including the information, material, products, and services on Reference Sites or available through Reference Sites, is solely at your own risk. Our terms and policies do not govern your use of any site other than the Metopio Services. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

8. Confidentiality of your Customer Provided Data

8.1 Subject to the terms of any related Customer Provided Data License, Metopio will (a) not disclose such Customer Provided Data except as permitted by these Terms; and (b) use such Customer Provided Data in providing Metopio Services to you. In so doing, Metopio may share your Customer Provided Data with our Affiliates, employees, agents or contractors having a legitimate need to know (which includes providing the Metopio Services and sharing with the subcontractors referenced herein) who are made aware of these confidentiality obligations. Metopio will remain responsible for any such recipient’s compliance with the terms of this Section and that these recipients are bound to confidentiality obligations no less protective than these Terms.

8.2 Exclusions. These confidentiality obligations do not apply to the extent your Customer Provided Data is or becomes public knowledge through no fault of Metopio. In addition to pursuant to a Customer Provided Data License, we may disclose your Customer Provided Data to the extent required by law or court order, provided we give you advance notice (if permitted by law). We will cooperate with you in your efforts to obtain confidential treatment for the information.

9. Termination

9.1 By Metopio. Metopio may, for violation of these Terms, any relevant Subscription Agreement or otherwise, terminate your account, and remove and discard any of your Customer Provided Data, at any time. You agree that your access to Metopio Services and any account for which you have registered may be terminated without prior notice, and you agree that Metopio shall not be liable to you or any third party for any such termination or removal. These remedies are in addition to any other remedies that Metopio may have.

9.2 By User. If you are dissatisfied with Metopio Services, these Terms or any Subscription Agreement, your sole remedy, other than as may be provided in any Subscription Agreement, is to terminate your account by notifying us at [email protected] and cease using Metopio Services.

9.3 Survival. Should you terminate your account or cease using Metopio Services, the provisions of Sections 5, 8, 10 and 12 shall survive, and continue to govern the relationship between you and Metopio.

10. Limitation of Liability

10.1 Indemnification; Hold Harmless. You agree to indemnify and hold harmless Metopio and its subsidiaries, affiliates or any related companies (including those which share substantially common ownership), and the managers, members, officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including reasonable attorney’s fees) arising out of (i) Metopio’s, or other users’, use, display or other exercise of license rights granted in these terms and, if applicable, any Customer Provided Data License provided by you relating to your Customer Provided Data; (ii) your (or, if applicable, your Authorized Users’) violation of these terms; (iii) your (or, if applicable, your Authorized Users’) violation of the rights of any other person or entity, including claims that any your Customer Provided Data violates any third party intellectual property rights; (iv) your (or, if applicable, your Authorized Users’) breach of any of your representations, warranties or convenants herein or any applicable Subscription Agreement; and (v) any unauthorized use of your (or, if applicable, your Authorized Users’) account not caused by Metopio. Metopio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which Metopio is named as a defendant without the prior written consent of Metopio. Metopio will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10.2 No Warranties. To the fullest extent permissible under applicable law, Metopio disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Metopio or through Metopio will create any warranty not expressly stated herein.

10.3 “As is” and “As available” and “With All Faults.” You expressly agree that the use of Metopio Services is at your sole risk. The Metopio Services, Customer Provided Data and Metopio Provided Data, as well as any and all other third-party media, content, software, services or applications that may be made available in conjunction with the Metopio Services, are provided on an “as is”, “as available” and “with all faults” basis and without warranties or representations of any kind either express or implied.

10.4 Availability. Metopio makes no representation or warranty that the Metopio Services, and any Customer Provided Data or Metopio Provided Data or any other information offered on or through the Metopio Services or any Reference Sites will be uninterrupted, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing will be corrected.

10.5 Limitation of Liability. Under no circumstances, and under no legal theory, shall Metopio or its affiliates, contractors, employees, agents, or third-party partners or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including without limitation, loss of profits, data or use or cost of cover) arising out of or relating to these terms or that result from your use or inability to use the Metopio Services. Furthermore, in no event shall Metopio or its affiliates, contractors, employees, agents, or third party partners, licensors or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Metopio Services (whether in contract, tort, warranty, or otherwise) exceed the lesser of (i) the fees paid by you to Metopio under these terms, or (ii) one hundred dollars. These limitations shall also apply with respect to damages incurred by reason of any Reference Sites, your use of Metopio Provided Data or Customer Provided Data (provided by you or other users) or otherwise by third parties other than Metopio and accessed by you through Metopio Services.

10.6 LimiClaims. You agree that any cause of action brought by you arising out of or related to these Terms or any applicable Subscription Agreement or your use of Metopio Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action shall be permanently barred.

10.7 Limitations by Applicable Law. Certain jurisdictions may not allow limitations on implied warranties or the exclusion or limitation of certain damages. If the law of any such jurisdiction applies to your use of Metopio Services, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the applicable jurisdiction.

10.8 Basis of the Bargain. You acknowledge and agree that Metopio has offered the Metopio Services and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Metopio, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Metopio and will survive and apply to any claims arising out of or related to these terms, any Metopio service or any related services, regardless of the theory of liability (contract, tort, strict liability or otherwise), even if any limited remedy in these terms is found to have failed its essential purpose.

11. Digital Millennium Copyright Act Compliance

If you are a copyright owner or an agent thereof, and believe that any Insight, Metopio Provided Data or Customer Provided Data infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Metopio Site are covered by a single notification, a representative list of such works from the Site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Metopio to locate the material;
4. Information reasonably sufficient to permit Metopio to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Metopio’s designated Copyright Agent to receive notifications of claimed infringement is:

Metopio
Attn: Will Snyder
350 N. Orleans St., Ste. 9000N
Chicago, IL 60654
Show more contact information

12. Miscellaneous Provisions

12.1 Notice. Metopio may provide you with notices, including those regarding changes to these Terms, by email, regular first class mail, or postings on this Site. If notice is by email or mail, it will be provided to the email or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given on the date following the day on which the email is sent; the third day following notice by regular first class mail; or upon posting to this Site.

12.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law.

12.3 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or your use of Metopio Services shall be filed only in the state or federal courts in and for Cook County, Illinois and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.

12.4 Waiver. A provision of these Terms or any applicable Subscription Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Metopio to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

12.5 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

12.6 Assignment. The Terms and any rights and licenses granted and obligations hereunder or under any Subscription Agreement may not be transferred or assigned, by contract or in connection with a Change of Control, by you without the written consent of Metopio. Metopio may assign any rights, licenses granted and obligations granted hereunder to an acquirer or successor in interest in connection with a Change of Control, provided we give you notice in accordance with the notice provisions in Section 12.1 above, or in connection with a restructuring or change of organizational form that does not result in any material change in Metopio’s ownership, without your consent. For purposes of the foregoing, “Change of Control” means the closing of (a) a merger, consolidation or similar transaction providing for the acquisition of the direct or indirect ownership of more than fifty percent (50%) of equity interests or voting power of the outstanding voting securities or that represents the power to direct the management and policies of Metopio, or (b) the sale of all or substantially all of Metopio’s assets. Any purported assignment in violation of these Terms shall be null and void.

12.7 Amendments. Metopio reserves the right to amend these Terms in its sole discretion at any time, and all such amendments will be effective when we post them, and will apply to all access to and use of Metopio Services thereafter. Your continued use of Metopio Services after any such amendment has been posted constitutes your binding acceptance thereof. Any amendments to your particular subscription plan will be governed by the applicable provisions of the relevant Subscription Agreement.

12.8 Nature of Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Metopio as a result of these Terms or any applicable Subscription Agreement, or your use of Metopio Services. You further acknowledge that by submitting registering and maintaining an account with Metopio or using the Metopio Services, no confidential, fiduciary, contractually implied or other relationship is created between you and Metopio other than pursuant to these Terms.

12.9 Headings and Key Points. The heading references and “Key Points” herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions of these Terms.

12.10 Entire Agreement. These Terms, together with any related Subscription Agreement, constitute the entire agreement between you and Metopio relating your use of the Metopio Service, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the you and Metopio with respect thereto. These Terms shall not be modified except by means of a written agreement between Metopio and you, or by a change to these Terms made by Metopio as set forth in Section 12.7 above.

12.11 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Metopio Privacy Policy

Metopio is committed to respecting your online privacy, and we recognize and appreciate your need for appropriate protection and management of any personally identifiable information (“Personal Information”) that you share with us through the Website. Personal Information means any information that identifies an individual personally, including, but not limited to, a first and last name, a job title and organization, a home or other physical address, and an email address or other contact information, whether at work or at home.

General Data Protection Regulation (GDPR): Metopio is not aimed at users based in the European Union or citizens of the EU. It contains data about places exclusively within the United States and no data about EU citizens. No servers or other resources are located in the EU.

California Consumer Privacy Act (CCPA): Metopio does not currently fit under the criteria for mandated compliance, but we follow many of the recommended practices within our capabilities.

Your Protection

Metopio has industry-standard security measures in place at the physical facilities housing the Website to help guard against the loss, misuse, or alteration of information that we have collected from you. All data is encrypted and backed up to protect against accidental loss or misuse. Our website is secured by an SSL certificate to encrypt your connection with us. Passwords are stored as salted SHA256 hashes. Payment information such as credit cards and billing addresses are not stored by the Website.

What We Collect

Parts of the Website are accessible without requiring you to reveal any Personal Information about yourself. In order to access other parts of the Website or acquire a license, you will need to share some basic Personal Information with us, such as your email address and (optionally) your name and organization. As described in the Metopio Terms of Use, we reserve the right to share with other users and third parties certain information about your use of the Website as well as Customer Provided Data, provided that such sharing will not include your actual name, email address, or any other Personal Information. Metopio does not rent, sell, or share your Personal Information with other people or organizations, except as described in the following paragraphs for troubleshooting and to improve website operations.

As you use the Website, we collect and store information about what pages you visit. This information lets us customize your experience, provides auditing logs about data access, and improves our recommendation engine for you and other users. Other users are not able to know what pages you individually visit. With the below exceptions, this information is not shared with any other third parties like advertising networks or tracking tools.

To filter out spam and malicious visitors, we have have implemented reCAPTCHA on our site. Your use of reCAPTCHA is subject to the Google Privacy Policy and Terms of Use.

Metopio uses some third-party services that may save cookies on your device to collect data about you and how you use the website. Please review your Cookie Preferences, where you may opt out of some of these services.

Contact

If you feel that we are not following our stated privacy policy, you may contact us by emailing our offices at [email protected].

This privacy policy is subject to (and governed by) the Metopio Terms of Use.