Metamarkets Group, Inc.

Terms of Use

Last Updated: November 21, 2012

Welcome to our website @ www.metamarkets.com (the “Site”), owned by Metamarkets Group, Inc. (“Metamarkets,” “we,” or “us”). By accessing or using the Site, you agree to be bound by these Terms of Use (“Terms”). The terms “you” and “your” refer to the user visiting and/or using the Site. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITE.

In order to use the Site, you must be the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. You represent that you meet the eligibility requirements in this section of the Terms. In any case, you affirm that you are over the age of 18.

If you are using the Site on behalf of a company, entity, or organization, then you represent and warrant that you are an authorized representative of that entity with the authority to bind such entity to these Terms, and agree to be bound by these Terms on behalf of such entity.

Proprietary Rights; Restrictions

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Site for your personal use only and not for resale or distribution. The Site, including all audio, visual, and audiovisual works, graphics, content, the blog, format, layout, design and other elements of the Site (“Site Elements”), are protected by applicable intellectual property laws, including the United States copyright laws and international treaties. As between you and us, we retain all rights, including all intellectual property rights, in the Site and the Site Elements.

Access to the Site; Modifications to the Site

We do not provide you with the equipment to access the Site. You are responsible for all fees charged by third parties related to your access and use of the Site (e.g., charges by internet service providers).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any portion of the Site.

We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to the Site at any time, for any or no reason, with or without prior notice, and without liability.

You must be 18 years of age or older to register as a user or to use the Site.

Restrictions

You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or as may be authorized by Metamarkets in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of the Site or any Site Elements, or compile or collect any Site Elements as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to use the Site; (iii) rent, lease, or sublicense your access to the Site; (iv) use the Site or Site Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (vi) use the Site in a manner that threatens the integrity,

performance, or availability of the Site; (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Site or Site Elements.

Privacy Policy

We may collect registration and other information about you through the Site. Our collection and use of this information is governed by our Privacy Policy, available at www.metamarkets.com/privacy.

No Linking to this Site

If you link to this Site, you are permitted to link only to the home page at www.metamarkets.com. Deep linking to internal parts of this Site, framing of this Site as part of other Web sites, and in-line linking or any other manner of incorporating parts of this Site as part of another Web site are not permitted without our prior written consent.

Links and Third Party Content

The Site may contain links to third party products, services, and Web sites. We exercise no control over the third party products, services, and Web sites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and Web sites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and Web sites.

Restricted Areas of the Site

Certain areas of the Site, including account management features, may be password-restricted to Metamarkets members or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.

Metamarkets may offer certain subscription and other platform-as-a-service services. If you subscribe to or otherwise access any such services, such subscription or access is governed by the terms of the Metamarkets Master Services Agreement (“Agreement”). In the event of a conflict between these Terms and the Agreement, the terms of the Agreement shall control.

Submissions

Users of the Site may have the opportunity to post comments and other information and content information to the Site. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by third parties on the Site, including but not limited to Submissions (defined below) that are made available on the Site (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. You understand that by using the Site, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will we or our shareholders, directors, officers, employees, agents, or representatives be held liable for any loss or damage caused by your reliance on any information available on or through the Site. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through the Site.

We may choose, in our sole discretion, to monitor, review, or otherwise access some or all Third Party Content, but by doing so Metamarkets nonetheless assumes no responsibility for such Third Party Content, no obligation to modify or remove any inappropriate Third Party Content, or to monitor, review, or otherwise access other Third Party Content, and Metamarkets assumes no responsibility for the conduct of the third party or user submitting or transmitting any such Third Party Content to or though the Site.

You agree that we are free to use any comments, information, ideas, concepts, methods, techniques, content, and any other material contained in any communication you may send or provide to us (each, a “Submission”), including, without limitation, through postings to the Site, without further compensation, acknowledgement, or payment to you for any purpose whatsoever including, but not limited to, modifying or improving the Site and the other products, services, and activities of Metamarkets.

Furthermore, by posting any Submission on the Site, or otherwise transmitting any Submission or other information to us, to the extent you have any rights therein, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission or information submitted in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

BY POSTING OR PROVIDING ANY SUBMISSION OR OTHER INFORMATION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION OR OTHER INFORMATION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.

Use Policies

You are solely responsible for any content and other material that you submit, publish, or display on the Site or transmit to other members and/or other users of the Site.

You will not use the Site to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.

Trademarks

“Metamarkets,” the Metamarkets logo, and any other product or service name or slogan displayed on the Site are trademarks of Metamarkets and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Metamarkets or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Metamarkets” or any other name, trademark or product or service name of Metamarkets without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Metamarkets and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site 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.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about the Site (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications to the Site. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

Disclaimer of Warranties

YOUR USE OF THE SITE AND SITE ELEMENTS IS AT YOUR SOLE RISK. THE SITE AND SITE ELEMENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE AND SITE ELEMENTS, AND YOU RELY ON THE SITE AND SITE ELEMENTS AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE ELEMENTS. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE ELEMENTS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all losses, costs, damages, expenses, and liability caused by your use of the Site or Site Elements, your violation of these Terms, or your violation of any rights of a third party through use of the Site or Site Elements.

Legal Notices

Enforcement of these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Site will lie in the State and Federal courts located in San Francisco County, State of California, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

Contacting Us

If you have any questions or concerns about the Site or these Terms, you may contact us at:

Metamarkets Group, Inc.
625 Second Street, Suite 230
San Francisco, CA 94107
info@metamarkets.com