Terms and Conditions

1. Scope

The Terms and Conditions apply to all services provided by Metagem, including software access, support, and any related Professional Services. When you accept the Licensing Schedule, you also accept our Terms and Conditions which will always be attached to any Licensing Schedule.

2. License

• Metagem grants the Customer a limited, non-transferable license to use Metagem's Platform for Internal Business Purposes during the subscription period, provided all terms are followed and payments are made.
• Metagem may update the Software Service and will notify the Customer in advance of significant changes.
• The Customer may not share, sell, reverse-engineer, or misuse the Software Service.
• If Third Party Services are used with Metagem, they are separate providers, and Metagem is not responsible for how those services handle Customer data.

3. Customer Data and Output

• Metagem may use Customer Data to operate the service. Metagem may also use anonymized and aggregated data to improve its AI models and services, ensuring no specific Customer or End User can be identified.
• Metagem does not claim ownership of Customer Data or extracted Customer Context Assets (Nodes and their corresponding text definitions). However, the Customer does not own the underlying graph topology, structural connections, or automated attributes. Upon termination, the Customer may export their raw Node and definition assets in a flat format (CSV or XLSX), while Metagem retains the abstract topology and anonymized insights.
• The Customer is granted rights to use and build upon the Output for Internal Business Purposes, but may not use it to compete with Metagem, resell it independently, or remove attribution.
• The Customer owns any derivative works created from the Output, subject to Metagem's Intellectual Property Rights.

4. Intellectual Property

• Metagem owns all Intellectual Property Rights to its Software Service, including enhancements and updates.
• Customers own any data they input into the Software Service.
• Any intellectual property created by Metagem during the delivery of Professional Services remains Metagem's exclusive property unless agreed otherwise.

5. Warranties

• Metagem will implement reasonable and proportionate technical and organizational security measures that contribute to the careful storage and adequate security of the Software Service.
• The Software Service is provided "as-is," without guarantees of uninterrupted or error-free operation.

6. Liability

• The Customer is responsible for how AI-generated Output is used. Because the AI Agents rely on the Customer's data and configuration, the Output may be incomplete, incorrect, or biased.
• Metagem does not guarantee the accuracy of the Output and is not liable for damages caused by relying on it, unless due to Metagem's gross negligence or willful misconduct.
• Metagem's total liability is limited to the amount the Customer paid in the last six months, except in cases of fraud or intentional wrongdoing.
• Neither party is liable for indirect, incidental or consequential damages.

7. Indemnities

• Metagem will indemnify the Customer against claims that the Software Service infringes on third-party Intellectual Property Rights.
• The Customer will indemnify the provider against claims arising from Customer Data or Metagem's use thereof, misuse of the Software Service, or use of the Output.

8. Price & Payment Conditions

• The Customer agrees to pay subscription fees as outlined in the Licensing Schedule.
• Payments are due as specified, typically monthly or annually, and may be subject to late fees if delayed.

9. Support, Maintenance, and Professional Services

• Metagem offers technical support as part of the subscription on a best-efforts basis.
• Regular updates and maintenance will be performed to ensure service quality.
• Additional training, custom development or consulting services may be available for an extra fee.

10. Data Protection

Metagem will comply with applicable Data Protection Legislation and implement appropriate measures to protect Customer Data.

11. Term and Termination

• The Agreement remains in effect for the subscription period specified in the Licensing Schedule and will renew for successive periods if not terminated in accordance with the Terms and Conditions.
• Upon termination, a 30-day window is provided to request a flat-file export of Node definitions before data is permanently deleted.
• Either party may terminate for breach of terms, with prior notice.

12. Confidentiality

• Both parties agree to keep Confidential Information disclosed by the other party secure and not disclose it to third parties without consent.
• Confidential Information may be disclosed if required by law or with the other party's permission.