METAPYXL TERMS OF SERVICE

This Terms of Service (this “Agreement”) is entered into by and between Metapyxl, Inc. (“Metapyxl”) and the entity or person accessing the Metapyxl services, technology, or platform (“User”) and describes User’s rights and responsibilities when using Metapyxl’s services, APIs, or web-based platform (collectively, the “Metapyxl Technology”). If you (the individual agreeing to this Agreement) are accessing or using the Metapyxl Technology on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and the term “User” will mean such company.

PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. ONCE ACCEPTED, THIS AGREEMENT WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN USER AND METAPYXL. IF USER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, USER SHOULD NOT ACCEPT THIS AGREEMENT OR OTHERWISE USE THE METAPYXL TECHNOLOGY.

1. USE OF METAPYXL TECHNOLOGY AND CONTENT.

1.1 Right to Access Metapyxl Technology.

Subject to User’s compliance with this Agreement, Metapyxl grants User a non-exclusive, non-sublicensable, non-transferable right to access and use the Metapyxl Technology, solely for User's internal business purposes, which may include uploading User’s content or materials (the “Content”) and retrieving the related output generated by Metapyxl's platform (the “Output”). User is responsible for ensuring that only authorized individuals under its control access the Metapyxl Technology.

1.2 Usage Restrictions.

User agrees that it will not, directly or indirectly: (a) reverse engineer, decompile, or attempt to extract source code from the Metapyxl Technology; (b) probe or test the security of the Metapyxl Technology without proper authorization; (c) use the Metapyxl Technology to build a competitive product or service; (d) sell, sublicense, or distribute the Metapyxl Technology to third parties; (e) introduce any harmful code, malware, or viruses into the Metapyxl Technology; or (f) use the Metapyxl Technology in violation of applicable laws, rules, or regulations.

1.3 Usage Limitations.

Metapyxl may impose limits on User’s usage of the Metapyxl Technology, such as API request limits or restrictions on the number of users. User agrees not to attempt to circumvent these limitations.

1.4 License to Content.

User grants Metapyxl a non-exclusive, non-sublicensable (except to contractors or service providers), non-transferable license to process, display, and modify the Content solely to provide the Output and to improve Metapyxl’s services, including training and evaluating algorithms.

2. FEES

To the extent the Metapyxl Technology is provided for a fee, User agrees to pay all fees in the currency and payment period specified at the time of subscription or sign-up. Fees are exclusive of taxes, and User is responsible for any applicable taxes (excluding taxes based on Metapyxl’s income). Payments are non-refundable, and obligations are non-cancellable.

3. OWNERSHIP; CONFIDENTIALITY

3.1 Ownership; Reservation of Rights.

Except for the rights explicitly granted in this Agreement, Metapyxl retains all rights, title, and interest in and to the Metapyxl Technology and any associated intellectual property. User retains all rights to its Content. System data, including data regarding the performance and usage of the Metapyxl Technology, is the exclusive property of Metapyxl.

3.2 Nondisclosure and Use Restrictions.

Both parties agree to protect each other's Confidential Information with the same degree of care as they protect their own, and not to disclose it to third parties. Confidential Information does not include information that is public, already known, or independently developed without reference to the other party's Confidential Information.

3.3 Feedback.

User may provide feedback or suggestions regarding the Metapyxl Technology. Metapyxl may use such feedback freely without obligation to the User.

4. DISCLAIMERS.

THE METAPYXL TECHNOLOGY AND OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. METAPYXL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USER ASSUMES ALL RISKS FROM USING THE METAPYXL TECHNOLOGY.

5. INDEMNIFICATION.

User agrees to indemnify and defend Metapyxl from any third-party claims resulting from (a) User’s breach of this Agreement or (b) User’s unauthorized use of the Metapyxl Technology. Metapyxl will cooperate in the defense but reserves the right to control the defense at its own expense.

6. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL METAPYXL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS. IN NO EVENT WILL METAPYXL’S LIABILITY EXCEED THE AMOUNT PAID BY USER IN THE PAST TWELVE MONTHS.

7. TERMINATION.

7.1 Term.

This Agreement commences on the date User first agrees to it and continues until terminated as provided in Section 7.2.

7.2 Termination.

Either party may terminate this Agreement for convenience with ten (10) days' prior written notice. Metapyxl may terminate the Agreement immediately if User breaches any provision of this Agreement.

7.3 Survival.

Sections 1.2, 2, 3 through 8 (inclusive) survive any termination of this Agreement.

8. GENERAL.

8.1 Governing Law.

This Agreement is governed by the laws of the State of Delaware without regard to conflict of law principles. Any disputes arising under this Agreement will be heard exclusively in the courts located in Delaware.

8.2 Assignment.

User may not assign or transfer this Agreement without Metapyxl’s prior written consent. Metapyxl may assign this Agreement as part of a corporate restructuring, sale, or merger.

8.3 Notices.

Notices under this Agreement must be sent in writing to Metapyxl at support@metapyxl.com and to User at the email address on file.

8.4 Independent Contractors.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, or employment relationship.

8.5 Amendments; Waivers.

Metapyxl reserves the right to update or amend this Agreement. User will be notified of any changes and continued use of the Metapyxl Technology constitutes acceptance. Waivers of any term must be in writing and executed by the waiving party.

8.6 Severability.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full effect.

8.7 Entire Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral, relating to its subject matter.