Terms of Service
Last Updated May 12, 2025
1. THIS SOFTWARE SERVICES AGREEMENT (“Agreement”) is entered into and effective as of the date you “AGREE” (the “Effective Date”) by and between MetaMetrics and you or the company or entity you represent, (“Client” or “You”).
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING AN “AGREE” OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE SERVICES (DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN MetaMetrics AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE SERVICES. BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY USING THE SOFTWARE SERVICES, YOU ACCEPT AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS AS PRESENTED TO YOU. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY MetaMetrics AND WILL NOT BE A PART OF THIS AGREEMENT. MetaMetrics HAS COMPLETE DISCRETION TO MODIFY AND CHANGE THE SOFTWARE SERVICES, INCLUDING THE ABILITY TO ADD AND TO CHANGE THE TERMS OR FEATURES OF THE SOFTWARE SERVICES FROM TIME TO TIME. MetaMetrics MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SOFTWARE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.
2. Terms of Service.
2.1 Customer Must Have Internet Access.
DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer’s network to the Service, including, but not limited to, “browser” software that supports protocols used by MetaMetrics, including Secure Socket Layer (SSL) protocol or other protocols accepted by MetaMetrics, and to follow logon procedures for services that support such protocols. MetaMetrics is not responsible for notifying Customer of any upgrades, repairs or enhancements to any such software, or for any compatibility issues that arise between Customer and any other software or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by MetaMetrics. MetaMetrics assumes no responsibility for the reliability or performance of any connections as described in this Section.
2.2 Client’s Obligations.
Licensee Restrictions Client will (i) be responsible for its and its Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Client Data and the means by which Client acquired Client Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not violate any applicable policies or guidelines in violation; (vii) not access (a) the MetaMetrics system or (b) any person computer or network that is a direct competitor of MetaMetrics or its affiliated entities for the purposes of monitoring the Software Services’s availability, performance, or functionality or for any other benchmark or competitive purposes; (viii) not use Software Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Software Services. (Also See 2.5 Non-Compete Clause)
2.3 Users: Passwords, Access, And Notification.
Customer shall authorize access to and assign unique passwords and user names. User logins are for designated Users and cannot be shared or used by more than one User, except to reassign in total to another User. Customer is responsible for maintaining the security and confidentiality of all User passwords and names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account. MetaMetrics will not contact through any Electronic Communication a User to ask for the Customer’s password or number with the Customer’s social number will not be shared. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify MetaMetrics of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User’s password or name and/or Service account numbers.
2.4 Customer’s Lawful Conduct.
The Service allows Customer to send Electronic Communications directly to MetaMetrics and to third parties. Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements. Customer shall be entitled to access the Service in the United States and Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any licenses, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer shall not permit access to or use the Service in violation of any U.S. export embargo, prohibition or restriction; (iii) Customer shall comply with all applicable laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located; Customer will not send any Electronic Communication that MetaMetrics determines is unlawful. Below are examples of unlawful Electronic Communications under this Agreement. Communications under this Agreement may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces provided by MetaMetrics. Customer will not engage in any “framing” or “mirroring” of any part of the Service. Customer agrees not to use the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by MetaMetrics. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement, including but not limited to those Users that are contractors and agents, and Customer’s Affiliates. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer’s contractors’, agents’ or Affiliates’ acts, omissions and noncompliance with this Agreement.
2.5 Non-Compete / Your Representations.
You represent and warrant that you or any of your affiliate companies are not a competitor of MetaMetrics and you are not using the Service and/or Licensed Program to engage in or permit others to engage in competitive activities. You represent and warrant that (i) you have evaluated the Service and/or Licensed Program and found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program; (iii) you have all permissions and licenses, including under your applicable customer policies, confidentiality and non-competition provisions, to submit customer data to the Service and use it through the Service. Customer agrees that they or any affiliates of customer’s company(s) will not develop a competing service to MetaMetrics and the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by MetaMetrics with no liability on the part of MetaMetrics. MetaMetrics may seek equitable relief in any court of competent jurisdiction and to use any efforts it deems reasonable under the law. Customer and their affiliate companies understand and agree that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by MetaMetrics, Customer, their affiliated companies or individuals will not directly offer, distribute a “Competing Service”. A “Competing Service” is defined as Service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MCG or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that violation of this clause will be grounds for immediate termination of this Agreement without liability on the part of MetaMetrics. No assignment or Resale. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, MetaMetrics may immediately terminate this Agreement without liability to MetaMetrics.
2.6 Transmission of Data.
Customer understands that the technical processing of Customer’s Electronic Communications is a fundamentally necessary to use of the Service. Customer therefore consents to MetaMetrics intercepting and recording of Customer’s Electronic Communications in connection with facilitating Customer’s use of the Service. Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by MetaMetrics. Customer further acknowledges that Electronic Communications, Customer Data and other information may be accessed by unauthorized third parties over the Internet, network communications facilities, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data and other materials for the full period during which it uses the Service. MetaMetrics uses its hosting providers’ systems to gather, and track technical and related information about Customer and Customer’s use of the Software Services, including Customer’s Internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to facilitate improvements to the Software Services, its products and services, technical support, sales, billing and continued service development. In the event that MetaMetrics is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, MetaMetrics will provide at least thirty (30) days notice to Customer of the disclosure request, to the extent permitted by applicable law or regulation, to allow MetaMetrics is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by MetaMetrics. Including, but not limited to, the Internet and Customer’s local networks.
2.7 Service Level.
During the Term, the MetaMetrics Service will meet the service level specified in the “Service Level Commitment” listed on Schedule 1 herein, which is hereby incorporated by reference. If the MetaMetrics Service fails to achieve the Service Level, Customer will be entitled, on written request to MetaMetrics, to a credit for the service outage in accordance with the terms set forth in the Service Level Commitment. The respective Service’s system logs and other records shall be used for calculating any service level events.
2.8 MetaMetrics Support.
As part of the Service, MetaMetrics will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that MetaMetrics has experience in providing services such as the creation and modification of the Service. Quality of the Service may be limited but not following the advice of MetaMetrics may substantially limit Customer’s ability to successfully utilize the Service or to enjoy the power and potential of the Service.
2.9 Security.
MetaMetrics shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.
2.10 Confidentiality.
For purposes of this Agreement, “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, and/or the disclosing party’s products, services, trade secrets or business information. As examples of the term “Confidential Information”: Customer Data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the performance or deficiency of the Service is clearly classified as “Confidential Information.” Confidential Information shall not, however, include any information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregate outcome data that is not uniquely attributable to Customer. Each party agrees: (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement; (iii) to protect the confidentiality of the other party’s Confidential Information using the same measures it uses to protect its own information of similar kind and in no event of its own of at times exercising at least a reasonable degree of care in the protection of such Confidential Information; and (iv) to ensure that its employees and contractors have access to such Confidential Information only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement in a manner that does not prohibit the disclosure of Confidential Information. Both such disclosure shall only be permitted by law or order of a court or other governmental authority or regulation. The parties agree that any material breach of Section 2.2, 2.5 and this Section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.
2.11 Ownership of Customer Data.
As between MetaMetrics and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that MetaMetrics has the authority to use Customer’s Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with Service, MetaMetrics as part of its managed Services to host makes applicable archive of the Customer Data in Customer’s Customer and stores and maintains such data for a period of time consistent with MetaMetrics standard business processes, which period shall not be less than one year.
2.12 MetaMetrics Intellectual Property Rights.
The Software Services are licensed not sold. Any use of the word “purchase” in conjunction with licenses of the Software Services shall not imply a transfer of ownership/Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by MetaMetrics or its licensors. Except as provided in this Agreement, Customer is not licensed to Customer any intellectual property rights in the Service and MetaMetrics and its licensors reserve all intellectual property rights therein. In addition, MetaMetrics shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any Marks not expressly provided herein are reserved by MetaMetrics service and licensing. MetaMetrics’s product and service names are registered marks of MetaMetrics, respectively (the “MetaMetrics Marks”). Customer agrees not to display or use the MetaMetrics Marks in any manner without MetaMetrics’s express prior written permission. The trademarks, logos and service marks of Third Party Applications (“Marks”) are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.
2.13 Dispute Resolution
If either party disputes before or by any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.
3. Relationship of the Parties.
3.1 Relationship of the Parties.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Customer is not authorized to create any obligation or representation on behalf of MetaMetrics. Subject to the terms of this Agreement, MetaMetrics may provide services to other entities, including, without limitation, other customers. Client understands and acknowledges that MetaMetrics is free to use some or all of the ideas, concepts, techniques, methodologies, forms, formats, systems, software and services provided by MetaMetrics hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit MetaMetrics’s right to do so.
3.2 Third Party Services.
If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by MetaMetrics), the Client acknowledges that the third party service may access or use the customer’s information. MetaMetrics will not be responsible for any out or omission of the third party, including such third party(ies) use of the customer’s information. The Client agrees to contact the third party service provider for any issues arising from the Client’s use of the third party service.
3.3 Compliance with Applicable Laws.
The Software Services are protected by intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client including the use of the Software Services, including, but not limited to, the privacy laws applicable to its and its Authorized Users’ data and obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to Client’s use of the Software Services.
3.4 Entire Agreement.
This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or behavior in whatever form between the parties regarding the subject matter herein. Customer understands and acknowledges that Customer acknowledges and agrees that MetaMetrics’s published Website “Terms of Use”, as the same may be modified by MetaMetrics from time to time in accordance therewith provided that Client has been given notice of any such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its Authorized Users. In the case of a conflict between a provision in this Agreement and a provision in MetaMetrics’s “Terms of Use”, such conflict shall be resolved in favor of this Agreement. Any other terms or conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.
3.5 Waiver.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The waiver of any breach or provision of this Agreement will not constitute a waiver of any other or future breach.
3.6 Severability.
The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by a court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court’s substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.
4. Definitions.
“Affiliate” means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Customer; by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of Customer. “Customer Data” means all electronic data or information submitted to the Service by Customer or its authorized Users. “Order Form” means a MetaMetrics contractual notification confirmation that the scope of and supported by Customer is agreed to by Customer. “Help Documentation” means the online help center documentation describing the Service features, including User Guides which may be updated from time to time. “Service” collectively means online business applications suite (the “MetaMetrics Services”) as described in the applicable Help Documentation that is hosted and supported by MetaMetrics and used by Customer from time to time. “Third Party Applications” means online, Web-based applications or services and offline software products that are provided by third parties that interoperate with the Service. “Authorized User” means a User for whom a subscription to the applicable Service, including subscriptions to a Service have been procured, and who have been supplied user identifications and passwords by Customer (or by MetaMetrics at Customer’s request). Users may include but are not limited to Customer’s and Customer’s Affiliates’ employees, consultants, contractors and agents.