This Terms of Service (the “Agreement”)

 is made as an acceptance to meta commerz website or  System Terms of Service, at the time, date, month, year of accepting the terms online (the “Effective Date”) by and between meta commerz  Inc., a Delaware corporation (“Licensor”), and any party that would like to view or subscribe to  meta commerz  website content or System a corporation (“Licensee”).

Every time Company or User representing a Company, or an individual accepts to use meta commerz terms of service and privacy terms and conditions terms of services and any additional Statement of Work hereunder agreed, executed forms a part of this part of this Agreement.  Terms and conditions in any such document shall supersede any conflicting terms and conditions in this Agreement.  Each a Company or User representing a Company, or an individual accepts Terms of Service, privacy terms and conditions and Statement of Work, used to view content on meta commerz site or on meta commerz System shall constitute and be construed in this Agreement.

Fees.   Licensee agrees to pay to Licensor the fees and charges set forth on any applicable Online Subscription Form or Statement of Work attached hereto.  Such fees shall be invoiced and due as set forth on the applicable Online Subscription Form or Statement of Work.  Unless otherwise stated on an applicable Statement of Work, Licensor will invoice Licensee for Premium Support Services based on Licensor’s then current list rate.

All fees paid by Licensee to Licensor during the Term shall be non-refundable.  All amounts required to be paid to Licensor hereunder shall be paid in US dollars based on payment terms and payment methods defined on the Online Subscription Form or any additional customizations through a Statement of Work.  Licensee also agrees to pay all reasonable travel and out of pocket expenses incurred by Licensor under this Agreement.  All amounts due hereunder are net amounts, and Licensee agrees that it will be responsible for all sales, use or services taxes of any kind, with the exception of taxes due on Licensor’s income.  If any of Licensor’s invoices to Licensee have not been disputed and remain unpaid for more than thirty (30) days after the invoice date, Licensor may restrict any Authorized User’s access to meta commerz System.

Term.
This Agreement and any Online Subscription Form or Statement of Work shall continue in effect unless terminated as set forth below (the “Term”) or by agreement of the parties. In the event there is no Statement of Work or Online Subscription Form then in effect, Licensee shall be entitled to terminate this Agreement by notice in writing of no less than six (6) months without any penalty or other liability arising therefrom.

Licensor or Licensee may terminate this Agreement and any Online Subscription Forms and Statements of Work upon forty-five (45) days’ written notice of a material breach of this Agreement if such breach is not cured within such forty-five (45) day period; provided, however, that any willful unauthorized access, use, copying, disclosure, distribution, or sublicensing of the Licensed Products, the Site, the meta commerz System, Site Content or any related methods, algorithms, techniques, or processes by Licensee or any of its Authorized Users will be deemed a material breach of this Agreement that cannot be cured.

The parties agree that a claim brought under or with respect to this Agreement must be filed within two (2) years after the claim accrues or the claim will be forever barred.  Moreover, notice of a claim must be given within ninety (90) days from when the party first becomes aware of the claim as a condition precedent to bringing suit upon the claim.

Waiver.  No waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by a duly authorized representative of the party against which the waiver is sought to be enforced, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.

If any provision in this Agreement is held by a court having competent jurisdiction to be invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.  Moreover, the parties shall negotiate in good faith to replace an unenforceable provision with an enforceable provision.

Neither party shall assign this Agreement or any right or obligation hereunder, and no attempted assignment shall be effective, without the prior written consent of the other party; provided, however, that this Agreement may be assigned to a purchaser of all or substantially all of the assets or outstanding capital stock of such party whether by merger, consolidation or otherwise.  Any authorized assignee shall be bound by and subject to all of the terms and provisions of this Agreement.  This Agreement shall inure to the benefit of the respective parties, their legal representatives, successors and permitted assigns.

 
  Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including but not limited to any export laws and regulations of the United States
With the exception of the payment of monies owed, if by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, internet availability, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other
party.  Neither party shall be liable for any loss, injury, delay or damages suffered or incurred by the other party due to the above causes.
Licensor will maintain Licensee’s data within the hosted system for a period of six (6) months.  Licensor will archive Licensee’s data until such data becomes older than one (1) year, whereupon Licensor may purge such data.  Licensee may engage Licensor to query data at rates to be agreed.  Licensee acknowledges that Licensor may compile the aggregate data related to Licensee’s usage of the Licensed Products, and that Licensor may disclose such aggregate data to third parties to the extent that neither Licensee nor any trading partner of Licensee may be identified as the source of such data

Notices.  Any notice required or permitted to be sent under this Agreement shall be delivered by hand, by overnight courier, by facsimile or by registered mail, return receipt requested, to the addresses set forth below or to such other address of the parties designated in writing in accordance with this subsection and shall be effective upon receipt:

Licensor:

meta commerz Inc

651N.Broad Street., Suite #201,  

Middle Town, Wilmington, Delaware DE19709

Licensee:

Company Accepting Terms of Services Online

 Attention:  Legal Department – legal@metacommerz.io

Licensee agrees to allow Licensor, with reasonable prior notice, to enter Licensee’s premises during normal business hours to review pertinent documentation and information and access the Licensed Products as installed at Licensee’s location, to verify Licensee’s compliance with this Agreement.

This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements, and representations between them, whether written or oral, relating to the subject matter contained herein.  Neither party has relied on any statement, representation or agreement of the other party except for those expressly contained in this Agreement.  Terms and conditions in this Agreement supersede and replace any and all terms and conditions set forth on any purchase order, invoice, requests for proposal or information or other similar document. This Agreement may be changed only if agreed to in writing and signed by an authorized signatory of each party.

If the Licensee hereunder is the U.S. Government, or if the Licensed Products are acquired hereunder on behalf of the US Government with U.S. Government federal funding, notice is hereby given that the Licensed Software and related Documentation are commercial computer software and documentation developed exclusively at private expense and are furnished as follows:  U.S. GOVERNMENT RESTRICTED RIGHTS.  Licensed Software and Documentation delivered subject to the FAR 52.227-19.  All use, duplication and disclosure of the Licensed Software and Documentation by or on behalf of the U.S. Government shall be subject to this Agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial Computer Software – Restricted Rights (June 1987).  If the license hereunder is acquired by or on behalf of units of the Department of Defense (“DOD”), the license shall be subject to the terms of this Agreement as specified in the DOD FAR Supplement 227.7202-2. 

The owner and Licensor is meta commerz Inc, Inc. 651N.Broad Street., Suite #201, New Castle, Wilmington, Delaware DE19709. The parties have caused this Agreement to be executed digitally by accepting to view site or subscribe to meta commerz System their duly authorized representatives as of the Effective Date.

LICENSEE COMPANY ACCEPTING TERMS ONLINE LICENSOR

LICENSOR
meta commerz INC