Terms of Service

These Terms of Service ("Terms") are valid and effective from 01 January 2025 and shall apply to any Metatable Service from when the user has started the trial period, and/or the credit/debit card details are entered, and/or the invoice, issued by Metatable, has been settled.

These Terms completely replace any prior version of Terms.

The Services are provided by METATABLE INC., its principal offices at 1111B S Governor's Ave STE 3291 Dover, DE 19904 ("Metatable").

1. SERVICES

1.1. Metatable shall make available to the Customer Services, including:
    (i) recurring services as per Customer's Subscription, or
    (ii) on-demand consulting services, or
    (iii) the other services (onboarding, consulting) agreed by the Parties (the Services) in exchange for timely payments.
Services are provided at https://beta.metatable.ai/ and https://metatable.ai/.

1.2. Subscription Plans
    Subscription consists of the monthly scope of the Plan of services, as the Customer chooses, for a specific term.

    1.2.1. Basic Plan is a free plan with a "Shut Down When Idle" difference, meaning the backend created with the platform automatically shuts down every 4 hours when idle. The Customer can manually restart the backend through the platform interface.

    1.2.2. Paid Plans: Standard, Pro, and Enterprise, each with specific usage limits. Other custom plans may be available if agreed upon by the Parties in service orders.

    1.2.3. The scope of the Plan of services, which is available for subscription, is available on the pricing page: https://metatable.ai/pricing (as may be updated by Metatable from time to time).

1.3. The Subscription is available for a month or a year, depending on the payment terms, as the Customer chooses.

1.4. In the event that the Customer engages the Metatable to perform Services on behalf of or for the benefit of a third party, the Customer represents and warrants that it has the requisite authority to act on behalf of such third party

1.5. Business Use Only. The Services provided by Metatable are intended solely for use by legal entities and/or sole proprietors in connection with their internal business operations. By accessing or using the Services on behalf of a business entity, the Customer represents and warrants that such entity accepts and agrees to be bound by these terms and conditions. The Customer further agrees to indemnify, defend, and hold harmless Metatable, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, losses, damages,liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (i) the Customer's use of the Services; (ii) any breach or violation of these terms by the Customer; or (iii) any infringement or violation of the rights of any third party resulting from the Customer's actions.

This indemnity obligation shall survive the termination or expiration of these Terms and shall extend to any claims or liabilities arising thereafter that relate to the Customer's use of the Services during the term of these Terms.

1.6. If the Services are activated or terminated during a billing period, the Service Fees for that period shall remain fixed and will not be subject to proration, adjustment, or refund, regardless of the activation or termination date.

1.7. If the Customer does not use the full scope of the Subscription during a billing period, any unused portion of the Subscription will neither roll over to the next billing period nor be eligible for refund or credit.

2. SLA

2.1. During the term of these Terms, the Metatable commits to maintain at least 99.0% Uptime for the Covered services. If Metatable fails to meet the Service Level Agreement (SLA), the Customer will be eligible to receive service credits to their account (the Service Credits), determined based on the following:

2.2. SLA does not apply to any errors: (i) failures of service features caused by the Customer's actions, omissions, or misuse of the Metatable service, including violations of these Terms; (ii) failures of the Customer's internet connectivity; (iii) events outside Metatable's reasonable control, including force majeure events; (iv) issues with the Customer's equipment, services, or other technology; (v) caused by factors outside of Metatable's reasonable control.

2.3. Service credits are not legal tender or currency; are not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent value in fiat currency; do not act as a substitute for fiat currency; and do not constitute or confer upon you any personal property right. Service credits are non-transferable and may be used only in connection with the Covered service.

3. CUSTOMER SUPPORT

3.1. Customer support. Unless agreed otherwise in service orders, Metatable provides Customer support for Enterprise plans every business day between 9 a.m. and 6 p.m. EET. The Customer may initiate this support by writing to Metatable online support system. Metatable will make reasonable efforts to get the initial target response within 30 minutes of the Customer Support ticket submission. The time of target resolution or workaround will depend on the essence of the ticket and will be provided by Metatable.

4. PAYMENTS

4.1. The price for the Services is indicated in the pricing page: https://metatable.ai/pricing (as may be updated by Metatable from time to time).

    4.1.1. The price for the recurring services consists of the subscription fee and an additional fee for the out-of-scope usage, if any.

    4.1.2. The price for on-demand consulting services, or the other services (onboarding, consulting) consists of a one-off fee and an additional fee for the out-of-scope services if any.

    4.1.3. Other pricing models may be available if agreed upon by the Parties in service orders.

4.2. Unless agreed otherwise, the payment obligations are non-cancellable and the fees paid are non-refundable.

4.3. The price for the Services shall be payable in US dollars.

4.4. The Services must be prepaid in full prior to the commencement of the Subscription.

    4.4.1. Once the Customer exceeds their limits within the subscription plan, charges for out-of-scope services will be applied according to the following terms:
        - a) at the end of the billing period, or
        - b) once the Customer's consumption of out-of-scope services reaches $5,
        whichever occurs earlier.

    4.4.2. If by the end of the billing period the cost of out-of-scope services does not exceed $5, this amount will be added to the cost of the subscription plan for the next billing period.

    4.4.3. These charges will be automatically billed to the Customer's payment method as specified in these Terms.

4.5. Payment Options. The Customer may choose from the following payment methods based on their location and Subscription details:
    - Credit/debit card via the Stripe payment processing system;
    - Wire transfer;
    - Other payment options that could be

4.6. Invoices issued by Metatable must be paid within five (5) business days, unless otherwise specified in the invoice.

4.7. Metatable reserves the right to delay the provision of Services until full payment for such Services is received from the Customer.

4.8. Taxes and Additional Charges. The price of the Services excludes any local, state, federal, or foreign taxes, including but not limited to sales or use taxes, excise taxes, goods and services taxes (GST), value-added taxes (VAT), business or professional services taxes specific to a country, consumption taxes, or any similar taxes applicable to international services or services provided by foreign entities. The Customer shall be solely responsible for calculating, reporting, and remitting any such taxes that may apply. Taxes applicable are those in effect as of the invoice date.

4.9. All bank fees and charges incurred in connection with any payment or transaction for Metatable's Services shall be borne entirely by the Customer.

5. DEFINITIONS

5.1. Beta refers to any alpha, beta, or other preliminary version of Metatable Services, as indicated in the documentation, the Project, or on the Metatable website. Beta versions are not final and may be unstable or function incorrectly. Metatable reserves the right to modify or discontinue such services at any time without prior notice.

5.2. Confidential information means all information disclosed by one Party to another Party which is in the tangible (in written or electronic) form and labeled "confidential" (or similar) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure (including information provided verbally) or "trade secret". Notwithstanding the foregoing, Confidential information shall not include information which (a) is or becomes generally available to the public other than as a result of a breach of these Terms by the Receiving Party; (b) was rightfully in the Receiving Party's possession before receipt from the Disclosing Party as evidenced by the Receiving Party's contemporaneously written records; (c) is received by the Receiving Party from a third party on a non-confidential basis, unless the Receiving Party knows that the third party is bound by an obligation of confidentiality (contractual, legal, fiduciary or otherwise) to the Disclosing Party or any other party concerning such information; or (d) is or was independently developed by the Receiving Party without reference to or reliance upon the Confidential information received from the Disclosing Party as evidenced by the Receiving Party's contemporaneously written records.

5.3. Customer is any individual or entity that has accepted and agreed to be bound by the terms of these Terms.

5.4. Customer Content. Customer and Final Users may provide input to the Metatable Services ("Input"), and receive output from the Metatable Services based on the Input ("Output"). Metatable call Input and Output together as "Customer Content." As between Customer and Metatable, and to the extent permitted by applicable law, Customer (a) retain all ownership rights in Input and (b) own all Output. Metatable hereby assign to Customer all Metatable's right, title, and interest, if any, in and to Output.

5.5. Final user. Final user is any individual who either: (i) interacts with a web, mobile, or API interface created within the Platform; or (ii) uses the Customer's web, mobile, or API interface created outside the Platform, where such usage is directly related to the Platform.

5.6. Metatable Services. Metatable Services is a platform comprising a suite of tools and services designed to facilitate the full software development lifecycle using the Metatable infrastructure.

5.7. Covered services means the following services of the Metatable platform: (i) platform user interface and functionality; (ii) backend created by Customer at the Metatable platform; (iii) database created by Customer at the Platform.

5.8. Project refers to a collection of the Customer's data, rendered services, mutual settlements, and personalized settings, all stored within the Metatable infrastructure, with access restricted exclusively to the Customer.

5.9. Out-of-scope services for subscription plan means AI Tokens and HTTP Requests (hereinafter - Requests).

5.10. Uptime refers to the percentage of total possible minutes within a specific calendar month during which the applicable Metatable service remains operational and accessible.

5.11. References to 'writing' in these Terms include any electronic communications between the Parties.

6. CONFIDENTIALITY

6.1. During the term of these Terms, the Parties may exchange Confidential information in furtherance of the performance of their respective duties under these Terms. Any Party disclosing Confidential information shall be referred to as the "Disclosing Party" and a Party receiving Confidential Information shall be referred to as the "Receiving Party.

6.2. Purpose of use. The Party must only use Confidential information of which it becomes aware of for the proper and legitimate purposes of carrying out the Services and implementation of these Terms.

6.3. The Receiving Party shall protect and hold in confidence all Confidential information of the Disclosing Party, using the same degree of care it uses to protect its own valuable information, providing it shall use no less than reasonable care. The Receiving Party shall limit its disclosure of the Confidential information to its directors, officers, employees, Affiliates and/or subcontractors (collectively referred to herein as "Representatives") who have a "need to know" such Confidential information to carry out the purpose of these Terms, and who are subject to legally enforceable obligations in connection with such Confidential information, which are no less restrictive than those imposed on the Receiving Party under these Terms.

6.4. Notwithstanding anything to the contrary contained in these Terms, Confidential information may be disclosed by a Receiving Party as required by applicable law or legal process, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, except where such notice is impracticable or prohibited by law, so as to afford the Disclosing Party a reasonable opportunity to object or seek an appropriate protecting order with respect to such disclosure. Notwithstanding the foregoing, Confidential Information that is disclosed pursuant to applicable law or legal process shall remain Confidential Information for all other purposes of these Terms.

6.5. The terms of the Section shall survive termination of these Terms for the 5 years upon the last day of Services provision and in respect to any trade secrets — for an undefined period of time.

7. INTELLECTUAL PROPERTY

7.1. Each Party retains all rights, title in and to all its intellectual property rights, including without limitation goodwill, copyrights and moral rights. Other than the rights granted herein, nothing in these Terms shall grant the other Party any right, title or interest in any of the Party's intellectual property.

7.2. Metatable shall be entitled to store, aggregate and use any data generated as a result of the performance of Services for the proper and legitimate purposes of carrying out the Services and implementation of these Terms. Data means anything of information inferred from the furnishing of the Services related to these Terms.

8. RESTRICTIONS

8.1. Metatable owns all right, title, and interest in and to the Metatable Services. Customer only receives rights to use the Metatable Services as explicitly granted in these Terms. Customer will not, and will not permit Final Users to:

• use the Metatable Services or Customer Content in a manner that violates any applicable laws or Metatable Policies;

• use the Metatable Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party's rights;

• send Metatable any personal information of children under 13 or the applicable age of digital consent or allow minors to use Metatable Services without consent from their parent or guardian;

• reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Metatable Services, algorithms, and systems of the Metatable Services (except to the extent these restrictions are contrary to applicable law);

• use Output to develop any services that compete with Metatable products and services;

• use any method to extract data from the Metatable Services other than as permitted by these Terms and Metatable policies;

• collect Final User's data without their consent;

• do any activities which require licensing without proper license, etc.

9. LIMITED WARRANTIES AND RESPONSIBILITIES

9.1. No Additional Warranties. Except as expressly provided in these Terms, Metatable makes no specific promises or guarantees about the Metatable Services. To the maximum extent permitted by law, Metatable disclaims all warranties, whether express or implied.

9.2. "As Is" services. Metatable does not warrant the functionality, reliability, availability, or fitness of the Metatable Services for any particular purpose. All services are provided strictly on an "as is" basis.

9.3. Beta Features. Metatable shall have no liability for any issues, losses, or damages arising out of or relating to Beta features.

9.4. Decisions Based on Services. Metatable is not responsible for the outcomes or consequences of decisions made based on the Metatable Services provided.

9.5. Liability Cap. In the event of a breach of these Terms by Metatable, Metatable's liability to the Customer shall be limited to the amount of actual direct damages incurred, up to a maximum of 70% of the last annual amount of fees for the Metatable Services actually paid by the Customer under these Terms. The Parties acknowledge that this clause constitutes a reasonable allocation of risks.

9.6. Exclusion of Indirect Losses. Metatable shall not be liable for indirect losses, including but not limited to lost profits, revenue, data, financial losses, or any indirect, special, consequential, exemplary, or punitive damages, whether arising directly or indirectly.

9.7. Customer Responsibilities:

    9.7.1. Responsibility for Input
    The Customer is solely responsible for all data, content, or materials provided to the Metatable Services ("Input") and represents and warrants that it possesses all necessary rights, licenses, consents, and permissions to provide such Input.

    9.7.2. Responsibility for Outputs
    The Customer is solely responsible for the use of any data, results, or materials generated by the Metatable Services ("Outputs"). The Customer acknowledges and agrees to evaluate the accuracy, reliability, and appropriateness of the Outputs for their specific use case, including, where applicable, conducting human review to ensure compliance with the intended purpose.

10. PRIVACY

10.1. The Parties warrant that all personal data transferred between them for the purpose of fulfilling their obligations under these Terms has been collected, processed, and transferred in full compliance with applicable personal data protection laws. This includes obtaining any necessary consents from data subjects for the international transfer of personal data to countries that may not provide an adequate level of data protection.

10.2. Metatable acts strictly as a data intermediary and processor (or subprocessor) in the course of providing the Services.

10.3. Each Party agrees to provide a level of protection for the personal data received from the other Party that is at least equivalent to the level of protection it applies to its own personal data, and no less than a reasonable standard of data protection.

11. NON-SOLICITATION

11.1. Each Party agrees that, during the term of these Terms and for a period of two (2) years following its termination or expiration, it will not, without prior written consent from the other Party: (i) offer employment, independent contractor agreements, or any form of collaboration to individuals or entities (hereinafter referred to as "Covered Persons") who are employees, contractors, or staff of the other Party or its affiliates, with whom the soliciting Party has directly interacted under these Terms; (ii) solicit or attempt to solicit any Covered Persons to leave their employment or terminate their contractual relationship with the other Party or its affiliates; (iii)hire or engage Covered Persons for employment, consultancy, or other services, either directly or through third parties.

11.2. Each Party further agrees not to disclose to any third party the names, contact details, roles, or services provided by Covered Persons.

11.3. Remedies for Breach. In the event of a breach of this clause: 11.3.1. The breaching Party shall pay a contractual penalty of USD 30,000 for each violation identified. The penalty shall be paid within five (5) business days of receiving written notice from the non-breaching Party. 11.3.2. The non-breaching Party reserves the right to terminate these Terms immediately upon written notice to the breaching Party. 11.3.3. The non-breaching Party may disclose the breach in public forums, including media or online platforms, without liability for such disclosures.

12. FORCE MAJEURE

12.1. Neither Party shall be held liable for delays, errors, damages or other problems cause by events or circumstances which are unforeseen or beyond such Party's reasonable control.

13. SUBCONTRACTING

13.1. The Customer shall not assign, transfer, charge, subcontract, or otherwise dispose of its rights or obligations under these Terms without the prior written consent of Metatable.

13.2. Metatable reserves the right to assign, transfer, charge, subcontract, or otherwise deal with any or all of its rights or obligations under these Terms at any time, without requiring the Customer's consent, provided such assignment does not materially diminish the Customer's rights under these Terms.

14. GOVERNING LAW

14.1. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

14.2. All disputes arising out of or in connection with these Terms (including disputes concerning its existence, validity, or termination) shall be exclusively resolved by the state or federal courts located in the State of Delaware, and both Parties hereby irrevocably submit to the jurisdiction of such courts for this purpose.

15. TERMINATION

15.1. Either Party may terminate these Terms for any reason by providing the other Party with a thirty (30) calendar days written notice.

16. MISCELLANEOUS

16.1. Independent Contractor Relationship. It is expressly understood and agreed that Metatable shall perform its obligations under these Terms as an independent contractor and not as an agent, employee, partner, or joint venturer of the Customer. Each Party acknowledges that:

    16.1.1. Neither Party shall have, nor shall represent that it has, any authority to bind or commit the other Party to any obligations, contracts, liabilities, or expenses of any kind, except as expressly authorized in these Terms, a service order, or other written document granting such authority.

    16.1.2. Neither Party shall hold itself out to third parties as having any such authority unless specifically authorized in writing by the other Party.

    16.1.3. Nothing in these Terms shall create or be construed to create a partnership, joint venture, fiduciary relationship, or employment relationship between the Parties.

16.2. Waiver. The failure of either Party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights. No change, modification, or waiver to these Terms will be effective unless in writing and signed by both Parties.

16.3. Severability. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, it shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, which shall remain in full force and effect. The Parties agree to negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid and enforceable provision that, to the maximum extent possible, achieves the original intent of the Parties.

17. MODIFICATIONS AND UPDATES

17.1. Changes to Subscription and Services. Metatable reserves the right to unilaterally:

• modify the content and scope of subscription;

• modify and update its services;

• add new features or functionalities;

• deactivate outdated features.

17.2. Price Changes. If Metatable changes the price for the Services, the Client has 30 days from the notice date to inform Metatable if they wish to discontinue the Services. In such a case, these Terms will terminate upon the effective date of the price change. If the Client does not notify Metatable within this period, the new pricing will apply at the start of the next billing cycle.

17.3. Deactivation of Features. If Metatable removes or replaces a feature with a less capable alternative (a "Substantial Deprecation"), the Client has 30 days from the deactivation date to terminate these Terms concerning the affected part of the Services by providing written notice to Metatable. If termination is requested and the pricing structure does not allow for partial refunds, the Parties will negotiate alternative services. If no notice is provided within the 30-day period, the Client is deemed to have accepted the deactivation.

17.4. Updates to Terms. Metatable may update these Terms at its discretion. In such cases, Metatable will notify the Client via email. If the Client disagrees with the updated Terms, they must notify Metatable within 14 days of receiving the notice. In this case, the existing Terms will continue to apply until the end of the current billing period. However, once a new renewal term begins, the updated Terms will automatically take effect, regardless of any prior objection by the Client.