Terms of Service
Welcome to MetaMinder
The following terms and conditions govern your Account and use of Services with Metaminder. Your contract and Account is with Metaminder Software Limited that is referred to here as “Metaminder”, “we” or “our”. By signing up for or using any of the services offered by Metaminder or by using the Metaminder website or applications (our “Services”), you are agreeing to be bound by the following terms and conditions, together with Metaminder’s Privacy Policy and Cookies Policy, incorporated herein by reference (collectively, the “Terms of Service”). If you do not agree to all of the terms of the Terms of Service, you must not subscribe for or use the Services or create an Account with Metaminder. If the individual agreeing to these Terms of Service is doing so on behalf of a company or other legal entity, that individual represents that they have the authority to bind such company or other legal entity to the Terms of Service. If the individual agreeing to these Terms of Service is doing so, as parent or legal guardian, on behalf of a user that has not reached the age of majority in the jurisdiction where that user resides or uses the Services (and is not below the age of 16), that individual acknowledges and agrees that they are responsible for use of the Services by, and the activities of, that user.
Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time here. Metaminder reserves the right to update and change the Terms of Service at any time by posting updates and changes to the Metaminder website. We recommend that you check the Terms of Service from time to time for any updates or changes that may impact you. If you continue to use the Services following any such update or change to the Terms of Service, you will be deemed to have accepted those updates or changes. If you do not agree to the updates or changes, you must stop using the Services and your Account. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately.
1. Account Terms
You agree to the following terms relating to your account with Metaminder (“Account”):
1.1. You must be at least the age of majority in the jurisdiction where you reside or from which you use the Services or have permission from a parent or legal guardian that has agreed to these Terms of Service on your behalf.
1.2. You must provide your full legal name, a valid email address, your billing address and any other information needed in order to complete the signup process.
1.3. You are responsible for ensuring that your registration information is true, accurate and complete.
1.4. You acknowledge that Metaminder will use the email address you provide as the primary method for communication, and Metaminder may send email communications to you and your users to convey information about Metaminder’s products and services, including promotional information about new or updated products and services, and Metaminder events. You and your users may opt-out of such communications on an individual basis by managing your communication preferences within the Services.
1.5. You are responsible for keeping your password secure. Metaminder will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You must promptly notify Metaminder if you become aware of any unauthorized access to or use of your Account or password.
1.6. You are responsible for all activity within your Account (whether with or without your knowledge or consent) and for all content such as videos, files, data, graphics, photos and links that are uploaded to your Account (“Content”).
1.7. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Metaminder will result in an immediate termination of your Services, without notice to you.
2. Account Activation
2.1. Subject to Section 2.2, the person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Services.
2.2. If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner and you represent and warrant that you have the authority to bind your employer to our Terms of Service. If you are signing up for the Services on behalf of a minor, you (and not the minor) will be the Account Owner and be responsible for the use of by the minor of any corresponding Account we may provide.
3. General Conditions of Use
The following general conditions apply to your use of the Services:
3.1. You are responsible for the activity in your Account and the conduct of your customers and users.
3.2. You must ensure that you and your customers and users do not, either directly or indirectly:
3.2.1. use the Services for or in connection with any illegal or unauthorized purpose or in a manner that: (a) infringes, violates or misappropriates any rights of any person, including intellectual property, confidentiality or privacy rights, (b) is harmful, fraudulent, deceptive, misleading, threatening, harassing, defamatory, offensive, biased, obscene, vulgar, indecent, menacing, tortious or otherwise objectionable as determined by Metaminder in its sole discretion, (c) attempts, in any manner, to obtain the password, account, or other security information from any other user, (d) violates the security of any computer network, or crack any passwords or security encryption codes, or (e) violates any laws, rules or regulations in your jurisdiction (including but not limited to copyright, data protection and privacy laws);
3.2.2. reverse engineer, decompile, disassemble, decrypt or otherwise attempt to discover the code or underlying structure, ideas, know-how or algorithms relevant to the Services or access the Services, or write or develop any program based on the Services or any portion thereof, in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
3.2.3. circumvent or attempt to circumvent any limitations imposed on your account including any license, timing or use restrictions that are built into the Services;
3.2.4. lend, sell, resell, lease, sublicense, transfer, assign, distribute, grant a security interest in, or otherwise use the Services for the benefit of a third party, unless we have given you prior written authorization;
3.2.5. modify, translate, or create derivative works based on the Services or any software, hardware, documentation or data related to the Services, in whole or part, or reproduce, duplicate, copy, or exploit any portion of the Services in whole or in part except to the extent expressly permitted in writing by Metaminder or authorized within the Services;
3.2.6. upload, transmit, disseminate or use the Services to send or store malicious code, including any worms, viruses, Trojan horses, or any other software or code of a destructive nature;
3.2.7. use the Services to collect or store any sensitive information (“Sensitive Information”) including, but not limited to personal health information, banking and credit card information, and if you do use the Service to collect, store or otherwise process any Sensitive Information you do so at your own risk and you are responsible for ensuring compliance with all applicable laws;
3.2.8. permit the Services to be used by anyone other than the Account Owner;
3.2.9. use the bandwidth and storage resources provided by Metaminder in an unreasonable and disproportionate manner based on your subscription plan tier. We monitor usage to ensure fair distribution of resources among all Metaminder customers. In the event that your bandwidth or storage usage exceeds what is reasonable and proportionate to your subscription plan, we reserve the right to take appropriate measures, including but not limited to implementing bandwidth throttling, imposing storage limits, suspending or terminating your access to the services, in whole or in part, without liability.
3.2.10. use the Services to advertise, promote or market competitor platforms to Metaminder’s or for any third party’s interests or benefit, other than for the proper use of the Services, without our consent;
3.2.11. circumvent or otherwise interfere with any authentication or security measures of the Services, or otherwise interfere with or disrupt the integrity or performance of the Services, including doing anything to, or using the Services in a way that may, cause the Services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Services is in any way impaired, including overloading, flooding, spamming, mailbombing or crashing;
3.2.12. use any robot, spider, device, technology or process to monitor or copy any data or pages within the Services without our prior written consent; and
3.2.13. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Metaminder and/or variations and misspellings thereof, or alter or remove any proprietary notices contained in or on the Services without our consent.
3.3. Questions about the Terms of Service should be sent to [email protected].
3.4. If you are on a Metaminder plan with transaction fees and don’t have written consent from Metaminder, you agree not to charge people to access your courses other than by collecting payments on the Metaminder Services. Any attempt to bypass the Metaminder payment system to avoid transaction fees may result in the suspension or cancellation of your Account.
3.5. We do not knowingly provide services or sell products to children. If you or any of your users are below the age of 16, you or they may use our website or the Services only with the permission and active involvement of a parent or legal guardian. If you are a parent or a legal guardian that has agreed to these Terms of Service on behalf of a minor, you are responsible for any and all uses of our website or the Services by the minor. If you or any of your users are minors, do not, and ensure that such users do not, provide us or other website visitors with any personal information about such users, and do not permit such users to use the services unless you have procured the permission and active involvement of a parent or legal guardian. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at [email protected].
4. Metaminder Rights
The following are Metaminder’s rights in regards to the Services and these Terms of Service:
4.1. We reserve the right to modify or terminate the Services for any reason, without notice at any time.
4.2. We reserve the right to refuse our Services to anyone for any reason at any time.
4.3. Metaminder does pre-screen Content and it is in our sole discretion to refuse or remove any Content that is available via the Services.
4.4. We may remove Content or suspend an Account Owner’s access to the Services, or terminate the Services (without prior notice), if they share or otherwise make available Content containing material that we determine in our sole discretion is unlawful, harmful, fraudulent, deceptive, misleading, threatening, harassing, defamatory, offensive, biased, obscene, vulgar, indecent, menacing, tortious or otherwise objectionable or violates any party’s intellectual property or these Terms of Service (including, without limitation, Section 3.2 above).
4.5. Verbal or written abuse of any kind (including threats of abuse or retribution) by an Account Owner or its representatives directed at any Metaminder customer, Metaminder employee, member, or officer will result in immediate termination of the Services.
4.6. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Metaminder employees and contractors may also be Metaminder customers/instructors and that they may compete with you, although they may not use your confidential information in doing so.
4.7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
4.8. Metaminder retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account Owner, Metaminder reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
5. Limitation of Liability
5.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT METAMINDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, REVENUES, OPPORTUNITIES, ANTICIPATED SAVINGS, GOODWILL, USE, DATA OR OTHER INTANGIBLE OR ECONOMIC LOSSES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
5.2. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND (AS APPLICABLE) OUR PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY THIRD PARTY CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY, AND COSTS, INCLUDING REASONABLE LEGAL FEES, OF ANY KIND OR NATURE THAT ARE INCURRED IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES OR ANY OF YOUR CONTENT, YOUR BREACH OF THESE TERMS OF SERVICE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
5.3. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN ”AS IS“ AND ”AS AVAILABLE“ BASIS. METAMINDER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FOR GREATER CERTAINTY, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM METAMINDER OR ELSEWHERE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
5.4. DISCLAIMER OF LIABILITY FOR ARTIFICIAL INTELLIGENCE (AI) SYSTEMS. AI SYSTEMS ARE NOT FLAWLESS AND ARE KNOWN TO GENERATE INACCURATE RESULTS, MAY INFRINGE OR MISAPPROPRIATE INTELLECTUAL PROPERTY RIGHTS, MAY DISCLOSE CONFIDENTIAL INFORMATION, MAY COMMIT PLAGIARISM, OR MAY CREATE OUTPUTS, OR RELY UPON INPUTS, THAT ARE CONTRARY TO LAW OR THAT ARE OTHERWISE UNDESIRABLE. YOU SHOULD NOT INPUT OR USE ANY DATA OR OTHER INFORMATION THAT YOU WISH TO PROTECT, ARE REQUIRED TO PROTECT, OR THAT SHOULD NOT BE DISCLOSED OR MISUSED, WHETHER FOR PRIVACY, CONFIDENTIALITY OR OTHER REASONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, METAMINDER CANNOT AND SHALL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY, FOR ANY FORM OF DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES DESCRIBED IN SECTION 5.1 OR DAMAGES IN RESPECT OF ANY PERSON, PROPERTY OR OTHERWISE, ARISING FROM OR RELATED TO METAMINDER’S PROVISION OF AI OR RESULTS THEREFROM, YOUR DIRECT OR INDIRECT USE OF AI OR FROM YOUR DIRECT OR INDIRECT USE OF SERVICES THAT INCORPORATE OR RELY UPON AI. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY LIABILITY FOR INACCURATE RESULTS, UNINTENDED OR UNFORESEEABLE CONSEQUENCES, OR ACTIONS OR DECISIONS TAKEN BY YOU OR OTHERS IN RELIANCE UPON SUCH RESULTS.
5.5. Without limiting Sections 5.3 and 5.4 above, Metaminder does not warrant that: (a) the Services will be uninterrupted, timely, secure, error-free or free of harmful components; (b) the results that may be obtained from the use of the Services will be accurate or reliable or meet your needs; (c) the quality of any products, Services, information, or other material purchased or obtained by you through the Services will meet your expectations or business requirements, or that any errors in the Services will be corrected; (d) any Content will be secure or not otherwise lost or damaged; or (e) any third party products or services included in or made available through the Services will be available or continue to be available or will meet your expectations or business requirements.
5.6. IN NO EVENT WILL METAMINDER’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, WHETHER BY STATUTE, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF: (A) THE FEES PAID BY YOU FOR THE METAMINDER SERVICES HEREUNDER DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, OR (B) USD$100. THE LIMITATIONS SET FORTH IN THIS SECTION 5 WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
6. Governing Law
These Terms of Service, and any claim, dispute or controversy of any nature arising out of or relating to these Terms of Service, shall be governed by and construed solely and exclusively in accordance with the laws of the United Arab Emirates without giving effect to any law that would result in the application of the law of another jurisdiction.
7. Intellectual Property and Content
7.1. We do not claim any intellectual property rights over the material you provide to the Metaminder Services including Content. All material you upload remains yours. You can remove your Metaminder page at any time by requesting to delete your Account at [email protected]. We will delete your Content in accordance with our Privacy Policy.
7.2. You retain ownership over all Content that you submit to a Metaminder site, and you must ensure that your Content complies with any applicable laws or regulations.
7.3. By uploading Content, you agree: (a) to provide Metaminder the right to access, use, copy, support, maintain, modify, sublicense, distribute, display and store your Content as reasonably necessary to deliver the Services; (b) to allow other internet users to view your Content; (c) to permit Metaminder to use on an aggregated, anonymized and de-identified basis your Content to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services; and (c) that Metaminder can, at any time, review all the Content submitted by you to its Services.
7.4. You acknowledge that, in order to ensure compliance with legal obligations, we may review certain Content submitted to the Services to determine whether it is illegal or whether it violates these Terms of Service. We may also prevent access to, refuse to display, or remove Content that we reasonably believe violates the law or these Terms of Service. Notwithstanding the foregoing, Metaminder has no obligation to monitor or review any Content submitted to the Services by you or any other person, and you remain solely responsible for your Content.
7.5. If you choose to provide feedback including any ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our services, site, proposed services, documentation or business (“Feedback”), Metaminder will own and may use such Feedback without any restrictions and without obligations to you, and you hereby waive any claim you have to ownership, compensation, monetary or otherwise.
7.6. You hereby grant Metaminder a non-exclusive right to use your trade-names, trademarks, service marks, trade dress and logos to promote the Metaminder service.
7.7. We will not disclose your Confidential Information to third parties, except as required in the course of providing our Services. “Confidential Information” includes any materials or information provided by you to us which is not publicly known. Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; (d) we are required by law to disclose; or (e) that you have given your consent or instructed us to disclose.
7.8. If you remove Content, delete your Account or if these Terms of Service are terminated, we will be permitted to use and retain a copy, including archives, of your Content, Confidential Information or any information that is related to your Account (including Content and personal information) for business purposes related to these Terms of Service and to the extent necessary to meet our legal and compliance obligations (including audit and anti-fraud purposes).
7.9. Metaminder will own and retain all rights, title and interest in: (a) all technology, software, algorithms, user interfaces, trade secrets, techniques, designs, inventions and other tangible and intangible information relating to the Services, any related services provided by Metaminder and associated deliverables, and all improvements, enhancements or modifications thereto; (b) any anonymized usage data (including metadata) arising or derived from or based on the provision, use and performance of various aspects of the Services (other than your Content as provided), provided that such data does not identify you or any individual; and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted by Metaminder except as expressly set out in these Terms of Service, and all such rights are expressly reserved to Metaminder.
8. Copyright Complaints
MetaMinder respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify MetaMinder of your infringement claim.
9. Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. MetaMinder has no control over such sites and resources and MetaMinder is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that MetaMinder shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that MetaMinder is not liable for any loss or claim that you may have against any such third party.
10. User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service and MetaMinder will have no liability or responsibility with respect thereto. MetaMinder reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
11. Payment of Fees and Taxes
11.1. For our paid plans, Services will be billed monthly. When your billing period is over, the Account Owner will be sent an invoice via the email provided.
11.2. Account Owners must dispute any discrepancies or errors in their invoices within two weeks of their receipt of an invoice/bill.
11.3. All fees are exclusive of the local governmental taxes and value added taxes.
11.4. You (and not Metaminder) are responsible for (a) all Taxes applicable to the Services and for paying those Taxes in a timely manner when due and payable; (b) determining the Taxes that apply to transactions occurring between you, your customers, students and other users or otherwise through your sites; and (c) collecting, reporting and remitting the corresponding Taxes to the appropriate Tax authorities in a timely manner when due and payable.
11.5. Metaminder does not provide tax refunds.
12. Metaminder Payments
When a user makes a payment, they agree to use a valid payment method. If they aren’t happy with your content, Metaminder offers a 14-day refund for most content purchases.
12.1. Payments Platform. Metaminder offers access to a payments platform through which you may process payment transactions with your customers, students or other users (“Metaminder Payments”). We use a third party payments processor and platform provider to facilitate Metaminder Payments (the “Provider”). We reserve the right to change the Provider at any time, in which case you agree to take whatever steps as we may advise in order to migrate the Metaminder Payments service to another Provider.
12.2. Fees. Similar to many other payment platforms, we will charge you a fee for every transaction you process through Metaminder Payments, including purchase/payment transactions and credit/refund/return transactions. Fees may vary between 15-30%.
12.3. Settlement of Transactions.
12.3.1. We will deposit the amounts actually received by us for transactions submitted through Metaminder Payments (less any applicable fees and Chargebacks, defined below) into your designated bank account or by any other means that we may make available and you may select (such as push card payments), in accordance with the payout schedule in your Metaminder plan. Your payout schedule is subject to change if your Metaminder plan changes. Payouts for new customers or students may be delayed while we verify your account. The accumulated revenue for the rendered services will be settled after the lapse of 14 days period (Transaction + 14).
12.3.2. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error in accordance with this paragraph will be deemed a waiver of any right to amounts owed to you.
12.3.3. We may delay settlement if we need to conduct an investigation or resolve any suspicious activity or pending dispute related to any transaction or your account, for the entire time it takes for us to do so. We also may defer settlement or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
12.4. Chargebacks.
12.4.1. The amount of a transaction may be reversed or charged back to your bank account (a “Chargeback”) if the transaction (a) is disputed by one of your customers, students or other users, (b) is reversed for any reason by a payment card network (defined below), our Provider, or a payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service. We will charge you a fee of $15 for each Chargeback.
12.4.2. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the card-issuing bank or organization or our Provider from the proceeds due to you. If you have pending Chargebacks, we may delay settlement of future transactions. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under these Terms of Service until such time that (a) a Chargeback is assessed due to a user’s complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which the user may dispute that the transaction has expired or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any amounts due to Metaminder under these Terms of Service that are unpaid by you.
12.4.3. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Account, including without limitation, by (b) creating a Reserve (defined below) in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying settlement and (d) terminating or suspending your access to the Metaminder Payments or other Services.
12.4.4. Any bank account or payment card information may be held by Metaminder to satisfy any account balance enquiries, disputes, refunds, Chargebacks or other liabilities or obligations after leaving or terminating Metaminder Payments or any other Service offered under these Terms of Service.
12.5. Reserve. We may at any time in our discretion designate an amount of funds that you must maintain in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under these Terms of Service. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of Metaminder Payments or other Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our Provider may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, including but not limited to any funds (a) due to you under these Terms of Service or (b) available in the payment instrument registered with us. You also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under these Terms of Service, including without limitation for any reversals of deposits or transfers made to your bank account.
12.6. Refunds and Returns.
12.6.1. You agree that Metaminder will process returns, and provide refunds and adjustments, for your services through Metaminder Payments in accordance with these Terms of Service and any applicable payment card network rules or our Provider’s terms. 12.6.2. The amount of the refund/adjustment to be refunded cannot exceed the amount shown as the total on the original sales data. Metaminder reserves the right to process a refund through your account up to fourteen (14) days from the day the payment was accepted. If the balance in your account is insufficient to cover the refund, you will be issued an invoice, which would require a prompt settlement.
12.7. Customer Service. Metaminder will handle disputes, Chargebacks or refunds on your behalf through Metaminder Payments, however, you are solely responsible for all customer service issues relating to your services, including pricing, fulfillment, cancellation by you or customers or students, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Metaminder. As between you and Metaminder, you are solely responsible for customer service issues relating to your account.
12.8. Payment Accounts. The following provisions will apply:
12.8.1. We may exchange Data with Payment Processor as necessary to detect and prevent fraud, misuse, unlawful, abusive or deceptive activity, and otherwise to allow Metaminder and its Payment Processor to each comply with our legal and regulatory obligations.
12.8.2. You represent and warrant that all information provided to Metaminder is true and accurate in all material respects at all times. You will be responsible for any loss or liability incurred by Metaminder due to activity conducted through a Payment Processor Account initiated by you or on your behalf, or using your credentials even if not authorized by you, and Metaminder may require you to pay such losses to Metaminder.
12.8.3. You agree to indemnify, defend and hold harmless Metaminder and its Payment Processor and their respective affiliates from any claims brought by a third party arising out of any activity conducted through a Payment Processor Account or arising out of your breach of these Terms of Service or the Payment Processor Documentation.
13. Cancellation and Termination
You may cancel your Account at any time by requesting cancellation via the in-app chatbot, or by emailing [email protected] with the subject line ‘Cancel account’.
Once cancellation is confirmed, all of your Content may be immediately deleted from the Services. Since deletion of all data is final, please be sure that you do in fact want to cancel your Account before doing so. If you cancel your Account, or otherwise request that your Content be deleted, Metminder will not be held responsible for any data that is lost. As noted in Section 7, above, if you remove Content, we may retain a copy for our business purpose related to these Terms of Service and to the extent necessary to meet our legal and compliance Obligations.
If you cancel the Services in the middle of the month, you will still have to pay the service fee for the whole month (if your contract is subscription based) or we will charge you with the final invoice based on the number of sales made on your account that month. Upon payment of the final invoice, you will not be charged again.
We reserve the right to modify or terminate the Services for any reason, without notice at any time. If the Service are cancelled by Metaminder, you will have to pay the fees for the period, during which the services were used. In case the fees were paid upfront, Metaminder will refund a proportion of the fees paid accordingly.
Fraud: Without limiting any other remedies, Metaminder may prevent you from creating an Account or suspend or terminate any Account that you create if we suspect that you have engaged in fraudulent activity in connection with the Services.
Any of your obligations set forth in these Terms of Service that are intended to survive termination will survive the termination of the Services.
14. Modifications to the Services and Prices
Prices for using the Services are subject to change upon 30 days notice from Metaminder. Such notice may be provided at any time by posting the changes to our website (Metaminder.com) or the administration menu of your Metaminder site via an announcement.
Metaminder reserves the right at any time to modify or discontinue the Services (or any part thereof) with or without notice.
Metaminder will not be liable to you or to any third party for any modification, price change, suspension, discontinuance or termination of the Services.
15. Personal Data
15.1. The ordinary operation of our Services to you and administering your Metaminder Account requires us to collect personal data related to individuals that are you, your employees or your representatives (“Client Data”).
15.2. In connection with providing the Services to you, we may process personal data that is: (a) related to individuals who are your users, or (b) otherwise included in your Content (collectively, “User Data”).
15.3. We will process Client Data and User Data in accordance with: (a) these Terms of Service and (b) our Privacy Policy, which is available at https://metaminder.com/privacy-policy/. The Privacy Policy will form part of these Terms of Service and may be amended in accordance with their terms. We will not sell Client Data or User Data.
15.4. You acknowledge and agree that: (a) we will process User Data on your behalf as your service provider and, as between you and us, you remain the owner and controller of the Authorized User Data; (b) you are responsible for User Data as its owner and controller; and (c) you (and not Metaminder) are responsible for ensuring that your use, and the use by your users, of the Services complies with all applicable laws, including privacy and data protection laws, as well as these Terms of Service.
15.5. You represent and warrant to Metaminder that: (a) all of your Content complies with all applicable laws and regulations in all relevant jurisdictions (including privacy and data protection laws) and does not infringe, violate or misappropriate any rights of any person; and (b) you have provided all required notices to and obtained all necessary consents from your users to allow Metaminder to provide the User Data as contemplated by these Terms of Service.