Terms of Use

1. Definitions

"Access Protocols" means passwords, access codes, technical specifications, connectivity standards or protocols necessary to access Company Services.

"Agreement" means these Terms of Use, applicable Order Forms, and referenced materials.

"Authorized Payment Method" means current, valid payment methods accepted by Metadata.

"Authorized User" means employees, agents, and contractors authorized to access Company Services (must be 18+).

"Company Services" means web-based applications, tools, platforms, data augmentation, intelligence, and campaign services developed and operated by Metadata.

"Content" means information in any form provided by Customer to Company, including Customer Data.

"Customer Data" means name, email, phone number, username, and similar information uploaded to or submitted via Company Services.

"Documentation" means technical materials describing use and operation of Company Services.

"Free Services" means unpaid trial or free Company Services.

"Intellectual Property Rights" means copyrights, trademarks, trade secrets, patents, design rights, and proprietary rights.

"Metadata/Company" means Metadata, Inc.

"Order Form/Order" means documentation describing Company Services ordered, fees, and schedule.

"Professional Services" means marketing services including campaign management, creative asset creation, and strategy sessions.

"Sensitive Information" means credit card numbers, financial account numbers, government IDs, biometric data, health information, children's personal information, and "special categories of data" under GDPR or CCPA.

"Services" include optional capabilities enabling AI agent frameworks and MCP Features to execute customer-authorized instructions in Connected Ad Accounts.

"Supplementary Data" means third-party or derived data augmenting Customer Data (technographics, firmographics, business contact information).

"Subscription Term" means initial subscription period plus renewal terms as specified.

"Third-Party Applications" means online applications and software from entities other than Metadata.

"You/Your/Customer" means the person or entity using Company Services.

2. Use of Services

2.1 Access

During the Subscription Term, Metadata provides Customer access to Company Services as described in the Agreement and Order Form. Customer ensures all Authorized User access complies with this Agreement.

2.2 Additional Features

Customers may subscribe to additional features through new Orders or account activation. The Agreement applies to all additions.

2.3 Limits

Usage limits including audiences, ad spend, and advertising channels are specified in Order Forms. Free Services limits may be designated in-product and changed at Metadata's discretion.

2.4 Third-Party Applications

Company Services may interoperate with Third-Party Applications. Customer obtains access from providers directly. If providers discontinue availability, Metadata may cease interoperation without refunding customers. Customer is solely responsible for third-party platform compliance. Metadata does not control third-party platforms and bears no responsibility for their availability, performance, policy changes, or impacts on campaigns.

2.5 No Sensitive Information

YOU ACKNOWLEDGE THAT THE COMPANY SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE COMPANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE COMPANY SERVICES TO COLLECT, PROCESS, OR MANAGE SENSITIVE INFORMATION.

2.6 Customer Credentials

Customer is responsible for: (i) supplying and maintaining valid credentials, API keys, OAuth tokens, permissions, and account configurations; (ii) scoping and limiting third-party platform permissions to authorized actions; and (iii) promptly revoking or rotating credentials. Customer represents having all necessary rights and authorizations for Metadata to use credentials to perform Services.

2.7 Authorization to Act

Customer authorizes Metadata to use Customer Credentials to take authorized actions in Connected Ad Accounts. Metadata performs such actions on Customer's behalf relying on Customer's configurations, prompts, guardrails, and approvals.

2.8 Free Services

Free Services are available on trial basis at no charge until the earlier of (a) the free trial period end or (b) paid subscription start. If customers don't purchase before trial end or cancel early, all data may be permanently deleted. Additional terms on trial registration pages apply.

2.9 SMS and Text Messaging

The Company Services include an optional SMS and MMS messaging feature through the MetadataONE / Portal AI assistant. By providing your mobile number and opting in (through the Portal AI application or by texting the assistant), you consent to receive conversational assistant replies, reminders, notifications, verification codes, and requested information at that number. Message frequency varies, and message and data rates may apply. You may opt out at any time by replying STOP, and reply HELP for assistance. You represent that you are the subscriber or authorized user of the mobile number provided. Details on how messaging data is handled are in our Privacy Policy; mobile opt-in and consent data are not shared with third parties for marketing purposes.

3. Fees and Payments

3.1 Fees

Fees are due per the Order Form's billing frequency and terms. Payment obligations are non-cancelable and non-refundable except as specifically provided. Fees remain fixed during initial subscription unless customers exceed limits, upgrade products, subscribe to additional features, or otherwise agree. All charges default to U.S. dollars.

3.2 Fee Adjustments at Renewal

Upon renewal, Metadata may increase fees by 7% or up to then-current list price.

3.3 Payment of Fees

Credit card customers authorize charges to their Authorized Payment Method for all Order Form fees. Metadata uses third parties for processing and discloses payment information accordingly. Invoice customers are invoiced per Order Form. Unless otherwise stated, invoiced amounts are due within thirty (30) days.

3.4 Payment Information

Customers keep Authorized Payment Method, contact, and billing information current. Customers authorize Metadata to continue charging for applicable fees during the Subscription Term until all outstanding fees are paid.

3.5 Sales Tax

Fees exclude taxes, levies, or duties imposed by authorities. Customers are responsible for all such taxes (excluding Company's net income taxes). If Metadata pays uncollected taxes, Customer promptly reimburses.

3.6 Late Payments

Late payment charges equal the greater of one and one-half percent (1.5%) monthly or the maximum legally permitted rate, whichever is lower, until paid. Customers reimburse Metadata for collection costs including bank charges, processing fees, attorneys' fees, collection agency fees, and related costs.

4. Term; Termination; Suspension

4.1 Term and Renewal

Initial Subscription Term is per Order Form. Unless otherwise specified, subscriptions automatically renew for the shorter of the subscription term or one year.

4.2 Notice of Non-Renewal

Unless otherwise specified, either party must provide written non-renewal notice thirty (30) days before renewal to prevent renewal.

4.3 Early Cancellation

Customers may cancel subscriptions early; however, Metadata provides no refunds of prepaid fees and customers must promptly pay all unpaid fees through the Subscription Term end.

4.4 Suspension

Upon Customer breach (including non-payment), Metadata may immediately suspend access with written notice (email sufficient). Metadata may suspend Automated Actions or Connected Ad Account access if it reasonably determines continuation poses security risks, violates law or third-party rules, or causes material harm. Metadata makes reasonable efforts to notify customers of suspension basis and restore access after resolution.

4.5 Termination for Cause

Either party may terminate for cause: (i) upon thirty (30) days' notice of uncured material breach or (ii) immediately upon the other party's bankruptcy, insolvency, business cessation, or creditor assignment. This Agreement cannot otherwise be terminated before Subscription Term end.

4.6 Effect of Termination or Expiration

Upon termination or expiration, customers lose Company Services rights and must cease use except as set forth in Section 6, Documentation, and audiences. Post-termination audience use for any purpose constitutes material breach and Intellectual Property Rights violation. Upon termination, Metadata refunds unused prepaid fees if customers terminate for cause. If Metadata terminates for cause, customers pay all unpaid fees through Subscription Term end. Fees are otherwise non-refundable.

Upon Services termination or Connected Ad Account access revocation: (i) Metadata ceases account actions; (ii) customers must deauthorize Services within third-party platforms and remove/rotate credentials; and (iii) Metadata disables MCP Features and deletes tokens within reasonable periods, subject to legal, billing, dispute, security, or compliance retention requirements.

5. Customer Intellectual Property; Content; Customer Data

5.1 Customer's Proprietary Rights

Content, including Customer Data, and all worldwide Intellectual Property Rights are Customer's exclusive property. Metadata receives a revocable, non-exclusive, worldwide, royalty-free, fully paid license to use, distribute, transmit, publish, and display Content as necessary for Services provision and as permitted herein.

5.2 Content Rights

Customer represents having all legal rights, including data privacy law rights, to grant Metadata the Content license. Customer is solely responsible for Content accuracy, quality, and legality. Metadata may remove Content violating the Agreement or law.

5.3 Limits on Metadata

Metadata will not use Customer Data to contact individuals or companies except as directed or permitted. Metadata uses Customer Data only to provide Company Services and as permitted by law and this Agreement.

5.4 Product Improvement; Quality Control; Benchmarking

Metadata may use Customer Data, usage logs, and results to: (i) improve and perform quality control on Company and products/services; (ii) provide analytics and benchmarking; and (iii) generate and disclose aggregated Company Services statistics.

5.5 Retention of Content

Although Metadata performs routine backups, customers are primarily responsible for transferred data and related activity. Metadata is not obligated to backup Content; customers are solely responsible for creating backup copies at their cost. Unless required by law, upon Agreement termination, Metadata does not retain Content.

5.6 API Connection

To use certain Company Services, customers may provide access to CRM and/or MA platforms. Customers input necessary credentials authorizing API integrations for Metadata to access Customer Data. Credentials and Customer Data may be retained by Metadata during the Agreement term, subject to Section 5.3. Customers represent proper authority to permit Company Credential utilization.

5.7 Protection of Customer Data

To the extent Customer Data includes Personal Data (as defined in the DPA), the Data Processing Addendum at metadataone.com/data-processing-addendum is incorporated by reference, setting forth Personal Data processing for Services provision.

5.8 Customer Feedback

Questions, comments, suggestions, ideas, feedback, or other Services information from customers are non-confidential and Metadata is entitled to unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation.

5.9 Account Credentials

Customers are responsible for Content and campaign changes/deletions and all password and Access Protocol security, including former employee access removal.

5.10 Automated Features; Agent-Initiated Actions

Customers acknowledge that certain Services features operate automatically or semi-automatically, including autonomous or scheduled execution via MCP Features ("Automated Actions"). Automated Actions include campaign creation/updates, bid/budget adjustments, creative generation/upload, channel connection/disconnection, and account data retrieval/manipulation. Customers remain responsible for selecting, enabling, configuring Automated Actions, and reviewing/monitoring campaign performance and compliance.

5.11 AI Functionality

(a) AI Functionality. Services may include optional AI or machine-learning-assisted features to automate or enhance tasks (creative generation, content organization, configuration recommendations). These features operate solely for Customer benefit in Services use.

(b) Customer Data and Content Use. Metadata processes Customer Data and Content only as necessary for AI functionality provision. Customer Data and Content are not used to train, fine-tune, or develop underlying AI models and are not disclosed to third-party model providers except as required for functionality delivery, subject to no-less-protective confidentiality and data protection obligations.

(c) Transparency and Compliance. Metadata provides reasonable AI-assisted feature transparency within Services and maintains compliance with AI, data protection, and Customer Data/Content safeguarding laws.

(d) Token Protection. Metadata implements reasonable technical and organizational measures protecting Customer Credentials and tokens accessing Connected Ad Accounts, including transit/rest encryption, access controls, and role-based restrictions. Metadata uses credentials solely for Services provision and deletes or renders tokens unusable within reasonable periods following Services termination or access revocation, subject to legal, regulatory, or audit requirements.

6. Metadata Intellectual Property; Supplementary Data; Audiences

6.1 Use of and Access to Company Services

This is a Services use and access agreement; customers are not granted software or Intellectual Property Rights licenses. Except as expressly granted, Metadata retains all Company Services Intellectual Property Rights.

6.2 Supplementary Data

In providing certain Company Services, Metadata may provide or make available Supplementary Data to customers. Metadata grants customers a non-exclusive, non-transferable, worldwide, royalty-free, fully paid license during Agreement term and applicable Order Form to use Supplementary Data for internal business purposes only. To the extent Supplementary Data integrates into CRM, MA, or other platforms/datasets per Services and Agreement conformity, the license becomes perpetual and irrevocable; Metadata represents that data use shall conform to applicable laws including data privacy laws. Customers shall not transfer Supplementary Data to third parties except to service providers bound by confidentiality and use restrictions prohibiting further disclosure and non-Customer-benefit use.

6.3 Protection of Supplementary Data

To the extent any Supplementary Data includes or contains Personal Data (as defined in the DPA), the DPA at metadataone.com/data-processing-addendum governs. Metadata represents having all legal rights, including data privacy law rights, to grant customers the Supplementary Data license described herein.

6.4 Audiences

Post-termination, ongoing audience use created via Company Services for any purpose, including third-party advertising channels, constitutes material breach and Intellectual Property Rights violation.

7. Professional Services

Customer Professional Services purchases or utilization are subject to the Master Services Agreement at https://metadata.io/master-services-agreement/.

8. Prohibited Activities

Customers may not use Company Services except as Metadata makes available. Prohibited customer or Authorized User activity includes, but is not limited to:

1. Using Company Services violating applicable law;
2. Uploading obscene, defamatory, pornographic, libelous, sexually explicit, illegal, offensive, deceptive, or prohibited Content;
3. Using Company Services competing with Metadata;
4. Knowingly uploading Content with software viruses, worms, Trojan horses, time bombs, cancelbots, or harmful computer code, files, scripts, agents, programs, or routines;
5. Deciphering, decompiling, disassembling or reverse engineering any software comprising Company Services;
6. Using Company Services on third-party behalf or as service bureau;
7. Using or permitting Supplementary Data use (i) in credit granting, monitoring, account review, collection, insurance underwriting, employment, or other FCRA (15 USC Section 1681b) or similar statute purposes, (ii) for debt collection, (iii) as sole hard background check source, (iv) for government licenses/benefits, or (v) for non-business-to-business marketing; and
8. Uploading Content targeting children under thirteen (13) that, based on targeted websites' overall content, likely attracts such children as primary audience and customers represent not collecting Children's Online Privacy Protection Act personal information directly from child-directed website users.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means information disclosed by one party ("Disclosing Party") to another ("Receiving Party"), orally or in writing, that: (a) is marked or identified as confidential or proprietary, (b) is provided under confidentiality or proprietary circumstances, or (c) should reasonably be understood as confidential or proprietary by nature. Confidential Information includes information concerning customers and potential customers, products, marketing plans, engineering and designs, technical data, business plans, opportunities, finances, research, development, and Agreement terms and conditions.

9.2 Exceptions to Confidentiality

Confidential Information excludes: (i) information that becomes generally public without breach, (ii) information known to Receiving Party prior to disclosure without breach, (iii) information received from third parties without breach, or (iv) information independently developed by Receiving Party by individuals without Confidential Information access.

9.3 Mutual Confidentiality

Receiving Party will: (i) protect Confidential Information using equal care as its own Confidential Information of like kind, but no less than reasonable care, (ii) not use Confidential Information outside Agreement scope, (iii) not disclose Confidential Information to third parties, and (iv) limit Confidential Information access to employees, contractors, and agents needing access for Agreement-consistent purposes who have signed equally restrictive confidentiality agreements.

9.4 Compelled Disclosure

Notwithstanding the foregoing, Receiving Party may disclose Confidential Information if required by valid court or governmental order, provided that Receiving Party provides prompt, prior written notice and makes reasonable effort to assist Disclosing Party, at its discretion and expense, in obtaining protective orders.

9.5 Term of Confidentiality

Confidential Information constituting trade secrets remains protected as long as it constitutes trade secrets under applicable law. All other Confidential Information remains protected during Agreement term and three (3) years thereafter.

9.6 Injunctive Relief

Parties acknowledge that monetary damages may be insufficient for unauthorized Confidential Information disclosure and that Disclosing Party is entitled, without waiving other rights or remedies, to injunctive or equitable relief.

10. Disputes

10.1 Choice of Law; Venue

This Agreement is interpreted, construed, and enforced per California State law, excluding conflicts of law rules. Parties expressly agree that any controversy or claim arising from this Agreement shall exclusively be brought in federal or state courts in or with San Francisco, California jurisdiction.

10.2 Excluded Laws

United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act (UCITA) application is excluded.

11. Warranties and Disclaimers

11.1 Metadata Performance Warranty

Company represents and warrants that: (a) it will operate Company Services professionally and competently using properly qualified and trained employees; and (b) will not knowingly introduce viruses or malicious code into Company Services; provided this warranty does not apply to Free Services only users.

In non-conformance events, Metadata will use commercially reasonable efforts to correct non-conformance. If Metadata cannot correct within thirty (30) days from non-conformity notification (the "Remedy Period"), either party may terminate by written notice. If customers terminate for this reason, Metadata will refund prepaid but unused fees covering post-termination Company Services use per the 'Effect of Termination or Expiration' section.

Notwithstanding the foregoing, Metadata has no warranty obligations based upon (i) Company Services use not per this Agreement; (ii) Company Services use combined with non-Metadata products, equipment, software or data; or (iii) non-Metadata or unauthorized agent Company Services modifications.

Except as expressly stated herein, Metadata makes no advertising outcome, campaign performance, cost, spend level, delivery, or return on investment guarantees, whether actions are manual or via Automated Actions. Customers are solely responsible for budget, spend authorizations, targeting choices, and compliance determinations.

11.2 Disclaimer of Warranties

EXCEPT AS SET FORTH IN THE 'PERFORMANCE WARRANTY' SECTION, CUSTOMER AGREES THAT USE OF THE COMPANY SERVICES WILL BE AT CUSTOMER'S SOLE RISK AND THAT THE COMPANY SERVICES AND SUPPLEMENTARY DATA ARE PROVIDED 'AS IS.' TO THE EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE COMPANY SERVICES AND SUPPLEMENTARY DATA, AND CUSTOMER'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE COMPANY SERVICES AND SUPPLEMENTARY DATA AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF SUPPLEMENTARY DATA, (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING (WITHOUT LIMITATION) PERSONAL DATA AND/OR FINANCIAL INFORMATION, STORED THEREIN, (C) ANY INTERRUPTION OR CESSATION OF THE COMPANY SERVICES, (D) FAILURE OF THE COMPANY SERVICES TO MEET CUSTOMER REQUIREMENTS OR SALES EXPECTATIONS, AND/OR (E) ANY ERRORS OR OMISSIONS OR VIRUSES IN ANY COMPANY SERVICES OR SUPPLEMENTARY DATA.

12. Limitations of Liability

12.1 No Indirect Damages

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

12.2 Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF TWELVE (12) MONTHS PRECEDING THE ACT THAT GAVE RISE TO THE LIABILITY; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

12.3 Exclusions

Liability limitations do not apply to: (A) customer payment obligation fees; (B) either party's Intellectual Property Rights violation or confidentiality breach; (C) either party's indemnification obligations; or (D) either party's fraud, gross negligence, or willful misconduct.

13. Indemnification

13.1 Indemnification by Metadata

Metadata will defend at its expense any third-party claim that Company Services infringe Intellectual Property Rights and will indemnify and hold customers harmless per settlements Metadata makes or approves or damages finally awarded, except this indemnification does not apply to Free Services only users. If Company Services become or likely become infringement subject, Metadata may at its option: (a) procure continued Services use rights; (b) replace Services with non-infringing software/services that do not materially impair functionality; (c) modify Services to become non-infringing; or (d) terminate the Agreement and refund prepaid but unused fees per the 'Effect of Termination or Expiration' provision.

Notwithstanding the foregoing, Metadata has no obligation based upon (i) Company Services use not per this Agreement; (ii) Company Services use combined with non-Metadata products, equipment, software or data; or (iii) unauthorized customer Company Services modifications (collectively, the "Excluded Activities").

13.2 Indemnification by Customer

Customers will defend at expense any third-party claim against Metadata and will indemnify and hold Metadata harmless per settlements customers make or approve or damages finally awarded, insofar as claims allege that Content, Excluded Activities, or Services breach use infringes Intellectual Property Rights or violates applicable law.

13.3 Exclusive Remedy

This section states the indemnified party's sole and exclusive remedy and the indemnifying party's entire liability, including officers, directors, employees, shareholders, contractors, or representatives, for described claims and actions.

13.4 Indemnification Procedure

Indemnifying party obligations are expressly conditioned upon each of the following: (a) indemnified party promptly notifies indemnifying party in writing of threatened or actual claims or suits; (b) indemnifying party has sole claim or suit defense or settlement control; and (c) indemnified party cooperates to facilitate settlement or defense. Notwithstanding the foregoing, indemnifying party is relieved from indemnification obligation only to the extent its defense or settlement ability is prejudiced by late notice or cooperation lack.

14. Publicity

Metadata is entitled to display customer corporate names and logos on its website and marketing materials and to identify customers as Company customers. Customers can opt-out by sending notice to legal@metadata.io.

15. Miscellaneous

15.1 Entire Agreement

This Agreement (including the Order Form) constitutes the entire customer and Company agreement regarding Company Services use and supersedes all other proposals and agreements, whether electronic, oral, or written. Additional or different customer terms, including purchase order terms, are void. Company obligations are not contingent on future functionality or features.

15.2 Precedence

In conflict events between Agreement and Order terms, Order terms control, but only as to that Order.

15.3 Amendment; No Waiver

Metadata may modify Agreement parts by posting revised versions at https://metadata.io/terms-of-use/. Revised versions become effective and binding the next business day after posting. Metadata provides revision notice via email or in-app notification.

If customers disagree with modifications, they must notify Metadata in writing within thirty (30) days after notice. If customers give this notice, their Order continues to be governed by existing Agreement terms until next renewal, after which current posted terms at https://metadata.io/terms-of-use/ apply. However, if Metadata can no longer reasonably provide subscriptions under prior terms (for example, if modifications are law-required or result from general product changes), the Agreement and/or affected Company Services terminate upon notice and Metadata promptly refunds prepaid but unused fees per the 'Effect of Termination or Expiration' provision.

No delay in exercising rights or remedies or failure to object constitutes right or remedy waiver or other waiver. One occasion waiver is not any future occasion waiver.

15.4 Relationship

No joint venture, partnership, employment, or agency relationship exists between customers and Metadata from this Agreement or Services use.

15.5 Section Titles

Agreement section titles are for convenience and have no legal effect.

15.6 Severability

If any Agreement or Order Form part is determined invalid or unenforceable by applicable law, the invalid or unenforceable provision is deemed superseded by valid, enforceable provision most closely matching original intent and the remainder continues in effect.

15.7 Assignment

Neither party may assign this Agreement without express written other-party consent, provided that either party may assign this Agreement without consent to business acquirers effected by merger, acquisition, corporate reorganization, or substantially all asset sale relating to this Agreement.

15.8 Force Majeure

Except for Agreement amounts due payment obligations, neither party is responsible for failure or performance delay caused by: war acts, hostility, or sabotage; God acts; electrical, internet, or telecommunication outages not obligated-party-caused; government restrictions; pandemics; or events outside reasonable party control. Each party uses reasonable efforts to mitigate force majeure event effects.

15.9 Audit Rights

Upon either party request, the other party furnishes any documentation, substantiation or releases reasonably necessary to verify Agreement compliance.

15.10 Notices

Agreement notices are effective upon verifiable receipt. Metadata notices must be sent to 1754 Technology Drive, Suite 212, San Jose, CA 95110 with legal@metadata.io copy. Customer notices are sent to Order Form physical or email addresses or updated account information. Metadata may give general Company Services electronic notices and may give customer-specific electronic notices via account record email addresses. For contractual purposes, customers (a) consent to electronic communications from Metadata and (b) agree that all Agreement terms, conditions, agreements, notices, disclosures, and other communications Metadata provides electronically satisfy any written requirement legal satisfaction.

15.11 Survival

Any Agreement provisions that, to fulfill such provision purposes, must survive termination or expiration are deemed to survive as long as necessary to fulfill such purposes.

15.12 Authority

Each party represents and warrants to the other that it has full Agreement entry power and authority and that it is binding upon such party and enforceable per its terms.