Free Tier Terms of Service

These Terms of Service (the “Terms”) govern your use of the “Free Tier” version of the platform (the “Free Tier Services”) offered by MetaMap, Inc. (“MetaMap”), accessible at https://dashboard.getmati.com/signup These Terms do not alter in any way the terms or conditions of any other agreement you may have with MetaMap for products, services or otherwise. If you are using the Free Tier Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you violate these Terms.  In the event of conflict between this Agreement and any other written agreement between you and MetaMap for the purchase of a paid version of MetaMap Software-as-a-Service platform (the “Platform”), the latter shall prevail.

1. The Services

By using the Free Tier Services you acknowledge that you have read, understood, and agreed to be bound to all the terms here, as well as the policies referenced in these Terms, including our Platform Privacy Policy.  

The Free Tier Services are intended only to offer you the opportunity to evaluate the Platform on a trial basis.  At the moment, the Free Tier Services are only available to use for a period of three months or to complete 300 discrete verifications, whichever happens sooner.  MetaMap may change the limitations it places on the Free Tier Services in its sole discretion and at any time.  

MetaMap has no responsibility to provide you with any services, support, product, upgrades or other enhancements for or in connection with the Free Tier Services.  You should not rely on the Free Tier Services or the availability of the Free Tier Services to conduct your business – again, the Free Tier Services are only intended to allow you to evaluate the Platform.  MetaMap is under no obligation to create any product upgrades or enhancements to the Platform while you use the Free Tier Services.

2. Limitations

You may only use the Free Tier Services to evaluate the features, functionality and performance of the Platform.  

You must not:

• decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods underlying ideas, or file formats of the Platform, for any purpose; 
• remove any identification markings, including but not limited to copyright notices and trademarks, from the Platform; 
• make any modification, enhancement, of the Platform, or incorporate the Platform, or any portion thereof, into or with any other software;
• copy, sell, lease, assign, distribute or transfer in any manner or form, in whole or in part, of the Platform; 
• use the Platform to assess whether the Platform or MetaMap infringe on any patents or third party intellectual property; or
• use the Platform to develop or distribute any software product that competes in the marketplace with the Licensed Work or any then-current products or services of MetaMap.

3. Warranties

You represent and warrant that: (i) you have sufficient rights and all necessary consents for MetaMap to process any data (including any personal data) you send to MetaMap or the Platform (the “Data”); (ii) in the event that the Data include personal data or other data subject to legal or privacy requirements, your disclosure of the Data to MetaMap and MetaMap’s processing of the Data in accordance with these Terms will comply with all applicable privacy legislations; (iii) the Data do not and will not infringe on any third party intellectual property rights or violate any other third party proprietary, personal or publicity right including privacy right; (iv) the Data do not and will not contain obscene, libelous or defamatory material, any computer virus, Trojan horse, spyware, or other contaminating, malicious, or destructive feature or content.

You agree not to challenge, directly or indirectly, any right or interest of MetaMap in the Platform or the Free Tier Services nor the validity or enforceability of MetaMap’s rights under applicable law. You agree not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Platform or the Free Tier Services or to take any other action which may adversely affect MetaMap’s rights or interest in the Platform or the Free Tier Services in any jurisdiction.

You represent and warrant that you will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Platform and the Free Tier Services, including without limitation those related to data privacy, international communications, and export controls. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity.

4. Disclaimers

As permitted by applicable law, the Platform and the Free Tier Services are provided “as is” and “as available.”  To the fullest extent permissible by applicable law, MetaMap hereby disclaims all express or implied representations, warranties, guarantees, and conditions with regard to the Platform and the Free Tier Services including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, except to the extent that such disclaimers are held to be legally invalid. MetaMap makes no representations, guarantees or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the Platform or the Free Tier Services, materials associated therewith, or the results you may obtain by accessing or using the Platform or the Free Tier Services or materials associated therewith. 

Without limiting the generality of the foregoing, MetaMap does not represent or warrant that (a) the operation of the Platform or the Free Tier Services will be timely, secure, uninterrupted or error-free. You acknowledge that MetaMap transfers data through the Internet and that the Platform and the Free Tier Services may be subject to limitations, delays, interception and other problems inherent in the use of the Internet. MetaMap is not responsible for any delays, delivery failures, or other damage resulting from such problems.

5. Limitations of Liability; Indemnification

The Free Tier Services are meant to enable you to evaluate the suitability of the Platform, and are not provided for MetaMap’s direct financial benefit.  As a result, MetaMap shall not have any liability hereunder to you for any damages whatsoever, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, data or use, however caused and, whether in contract, tort or under any other theory of liability, whether or not you have been advised of the possibility of such damages.  The foregoing limitation shall be applied to the greatest extent permitted under applicable law.

Additionally, you will defend or settle any action or claim against MetaMap, our affiliates, and their respective shareholders, directors, officers, agents and employees, in connection with your use of the Platform or the Free Tier Services, and you will pay any costs, damages and reasonable attorneys’ fees attributable to such action or claim.

6. Third Party Services

MetaMap is not responsible for third parties or their content, data, apps, or sites (“Third Party Services”).  For instance, portions of the Platform may be integrated into or receive data from third-party sites, platforms and apps that MetaMap does not control.  Use caution when using Third Party Services and consult their terms of use and privacy policies.  MetaMap takes no responsibility for Third Party Services, and your usage thereof.

7. Notices

You may give notice to MetaMap at any time by communication sent to legal@metamap.com. 

8. Miscellaneous

These Terms, together with the relevant Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and MetaMap regarding your use of and access to the Free Tier Service. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of particular provisions. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. These Terms will be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and MetaMap agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California for the purpose of litigating all such disputes.