Terms & Conditions

Acceptance of these terms and conditions creates a contract (the “Agreement”) between you (“Customer”) and MetaEdge (“MetaEdge”). Please read the Agreement carefully. This Agreement provides the general terms and conditions applicable to Customer’s purchase of hosting and related services (“Service”) from MetaEdge.

ARTICLE 1. ORDERS FOR AND DELIVERY OF SERVICE

1.1 Submission and Acceptance of Customer Order(s). Customer may submit requests for Service in a form designated by MetaEdge (“Customer Order”). Customer Orders shall contain the duration for which Service is ordered (“Service Term”). Service will continue on a month-to-month basis at the expiration of the Service Term at MetaEdge then-current rates. MetaEdge will notify Customer of acceptance of the Customer Order by delivering (in writing or electronically) the date by which MetaEdge will commence Service (the “Customer Commence Date”) or by delivering the Service. Renewal Customer Orders will be accepted by MetaEdge’s continuation of Service. If Customer submits Customer Orders electronically, Customer shall ensure that any passwords or access devices are available only to those having authority to submit Customer Orders. Customer will pay MetaEdge then-current charges for moves, adds, or changes agreed to by MetaEdge in respect of any Customer Order or Service.

1.2 Credit Approval and Deposits. Customer will provide MetaEdge with credit information as requested, and delivery of Service is subject to credit approval. MetaEdge may require Customer to make a deposit as a condition of MetaEdge’s acceptance of any Customer Order or continuation of: a) usage-based Services; or b) non-usage-based Service where Customer fails to timely pay MetaEdge hereunder or MetaEdge reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed 2 months’ estimated charges for Service and are due upon MetaEdge’s written request. When Service is discontinued, the deposit will be credited to Customer’s account and the balance refunded.

1.3 Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. If scheduled maintenance requires Service interruption, MetaEdge will: (i) provide Customer 7 days’ prior written notice, (ii) work with Customer to minimize such interruptions, and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. US Eastern time.

ARTICLE 2. BILLING AND PAYMENT

2.1 Commencement of Billing. MetaEdge will deliver written or electronic notice to Customer when Service has been tested and is functioning properly (a “Commencement Notice”) at which time billing will commence (“Service Commencement Date”). If Customer notifies MetaEdge within 3 days after delivery of the Commencement Notice that Service is not functioning properly, MetaEdge will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable monthly recurring charges (MRC) for each day the Service did not function properly.

2.2 Payment of Invoices and Disputes. Invoices are delivered monthly and due 30 days after the invoice date. Fixed charges are billed in advance, and usage-based charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). Customer is responsible for all charges in respect of the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 30 days from the date of the invoice. If the dispute is resolved against Customer, Customer shall pay such amounts plus interest from the date originally due.

2.3 Taxes and Fees. Excluding taxes based on MetaEdge’s net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale, or use of Service, including but not limited to value-added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise, or other taxes, fees, duties, or surcharges (including regulatory surcharges), whether imposed on MetaEdge or a MetaEdge affiliate, along with similar charges stated in a Customer Order (collectively “Taxes and Fees”). Some Taxes and Fees are recovered through the imposition of a percentage surcharge on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to MetaEdge, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Customer shall be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by MetaEdge will not be less than MetaEdge would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees.

2.4 Regulatory and Legal Changes. If changes in applicable law, regulation, rule, or order materially affect the delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after MetaEdge’s notice requesting renegotiation: (a) MetaEdge may, on a prospective basis after such 30 days period, pass any increased delivery costs on to Customer, and (b) if MetaEdge does so, Customer may terminate the affected Service on notice to MetaEdge delivered within 30 days.

2.5 Cancellation and Termination Charges. (A) Customer may cancel a Customer Order (or portion thereof) prior to the commencement of service upon written notice to MetaEdge identifying the affected Customer Order and Service. If Customer does so, there will be no cancellation fees. (B) Customer may terminate specified Service(s) after the delivery of a Commencement Notice upon 30 days’ written notice to MetaEdge. If Customer does so, or if Service is terminated by MetaEdge hereunder as the result of Customer’s default, Customer shall pay MetaEdge a termination charge equal to the sum of: (i) all unpaid amounts for Service actually provided; (ii) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (iii) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (iv) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination. Customer acknowledges that the charges in this Section are a genuine estimate of MetaEdge’s actual damages and are not a penalty.

ARTICLE 3. DEFAULT

If (A) Customer fails to make any payment when due and such failure continues for 5 business days after written notice from MetaEdge, or (B) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after written notice from the other party, or (C) either party commits an act of bankruptcy, or goes or is put into liquidation, or has a receiver appointed over all or any part of its business or assets, or if an administration order is made in respect of a party, then the non-defaulting party may, upon written notice terminate this Agreement and/or any Customer Order, in whole or in part.

ARTICLE 4. LIABILITIES AND SERVICE LEVELS

4.1 No Special Damages. Except in the case of a party’s breach of Section 5.8 (Confidentiality), but notwithstanding any other provision, neither party shall be liable for any loss of profits arising directly or indirectly, loss of revenues or business, arising directly or indirectly, loss of goodwill, loss of anticipated savings, loss of customers, loss of data, or interference with business, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with this Agreement or any Customer Order or any other cause whatsoever, including breach of contract, breach of warranty, negligence, or strict liability.

4.2 Personal Injury and Fraud. Nothing in this Agreement shall be construed as limiting the liability of either party for personal injury or death resulting from the negligence of a party or its employees, or for fraud.

4.3 Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY APPLICABLE SERVICE SCHEDULE, ALL REPRESENTATIONS, WARRANTIES, OR OTHER TERMS WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED TERMS AS TO CONDITION, QUALITY, PERFORMANCE, OR FITNESS FOR PURPOSE OF THE SERVICE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

4.4 Service Levels. The “Service Level” commitments applicable to Services are contained in the Service Schedules for each Service. If MetaEdge does not meet a Service Level, a credit will be issued to Customer as stated in the applicable Service Schedule on Customer’s request. MetaEdge’s maintenance log and trouble ticketing systems are used to calculate Service Level events. To request a credit, Customer must contact MetaEdge Customer Service (contact information is located at www.metaedge.io) or deliver a written request (with sufficient detail to identify the affected Service) within 30 days after the end of the month in which the event occurred. Total monthly credits will never exceed the charges for the affected Service for that month. Customer’s sole remedies for any non-performance, outages, failures to deliver, or defects in Service are contained in the Service Levels applicable to the affected Service.

ARTICLE 5. GENERAL TERMS

5.1 Force Majeure. Neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party’s reasonable control (“force majeure event”). In the event MetaEdge is unable to deliver Service as a result of a force majeure event, Customer shall not be obligated to pay MetaEdge for the affected Service for the duration of the event. Force majeure events and scheduled maintenance under section 1.3 are considered “Excused Outages.”

5.2 Assignment and Resale. Customer may not assign its rights or obligations under this Agreement or any Customer Order without the prior written consent of MetaEdge, which will not be unreasonably withheld. This Agreement shall apply to any permitted transferees or assignees. Unless otherwise provided in a Service Schedule but always subject to US & Multilateral sanctions and export control regulations, Customer may provide Service to third parties or use the Services in connection with goods or services by Customer to third parties (“Customer Provided Services”) provided that Customer shall indemnify, defend, and hold MetaEdge and its affiliates harmless from any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer warrants that it has and will at all times have the requisite authority with appropriate regulatory agencies in respect of the same. Nothing in this Agreement, express or implied, confers upon any third party any right, benefit, or remedy under or by reason of this Agreement.

5.3 Affiliates. Service may be provided to Customer by an affiliate of MetaEdge, but MetaEdge shall remain responsible to Customer for the delivery and performance of the Service. Customer’s affiliates may purchase Service pursuant to this Agreement, and Customer shall be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate.

5.4 Notices. Notices shall be in writing and deemed received if delivered personally, sent via facsimile, pre-paid overnight courier, electronic mail (if an email address is provided), or sent by First Class National or International Post. Notices to MetaEdge shall be addressed as follows:

If for legal purposes:

MetaEdge Attn: Legal Team contact@metaedge.io

If for billing inquiries/disputes, requests for Service Level credits and/or requests for disconnection of Service (other than for default):

MetaEdge Attn: Billing contact@metaedge.io

Notices may be provided to any electronic or physical address identified on the Customer Order. Either party may change its notice address upon notice to the other party. All notices shall be deemed given on (i) the date delivered if delivered personally, by facsimile, or email (or the next business day if delivered on a weekend or legal holiday), (ii) the business day after dispatch if sent by overnight courier, or (iii) the third business day after dispatch if otherwise sent.

5.5 Acceptable Use Policy. Customer’s use of Service shall comply with MetaEdge’s Acceptable Use Policy and Privacy Policy, as communicated in writing to Customer from time to time and which are also available through MetaEdge’s website (www.metaedge.io).

5.6 Data Protection. During the performance of this Agreement, it may be necessary for MetaEdge to process and store billing, utilization, and other data necessary for the operation of its network and for the performance of its obligations under this Agreement. You may withdraw consent to our processing of traffic data at any time by serving notice of termination of those Services in accordance with clause 2.5. In the event MetaEdge has access to and otherwise processes personal data, then you agree that MetaEdge (or its affiliates) may use such data and other Customer data, in accordance with applicable law and regulation, for the performance of MetaEdge’s obligations and the exercise of MetaEdge’s rights under this Agreement. MetaEdge provides some of its Services (for example, call recording features related to Conferencing Services and Managed Security Services) as your data processor: Where this is the case, MetaEdge will only process personal data in accordance with your instructions, including as set out in this Agreement, and will implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, or unauthorized disclosure or access. In addition, both for Services where MetaEdge acts as a processor and more generally, the parties acknowledge and agree that it may be necessary for MetaEdge to transfer, process, and store data outside the United States in order for MetaEdge to perform its obligations under this Agreement. Customer hereby agrees that nothing in this Agreement will prevent MetaEdge carrying out any data processing operations (including but not limited to the retention and disclosure of data) in order for MetaEdge to comply with applicable law or regulatory obligations. The words ‘data processor’, ‘data controller’, and ‘personal data’ shall have the meanings set out in the applicable data privacy laws and regulations.

5.7 Intellectual Property and Publicity. Neither party is granted a license or other right (express, implied, or otherwise) to use any trademarks, copyrights, service marks, trade names, patents, trade secrets, or other forms of intellectual property of the other party or its affiliates without the express prior written authorization of the other party. Neither party shall issue any press release or other public statement relating to this Agreement, except as may be required by law or agreed between the parties in writing.

5.8 Confidentiality. Either party may disclose (Disclosing Party) to the other party (Receiving Party) Confidential Information of the Disclosing Party. ‘Confidential Information’ means without limitation, any information which is identified as confidential at the time of disclosure, the content of this Agreement, and any information which ought reasonably to be regarded as confidential. Confidential information does not include information that: (a) is in the possession of the Receiving Party without any obligation of confidentiality prior to disclosure by the Disclosing Party; (b) is published or becomes available to others, without restriction and without breach of this Agreement by the Receiving Party; (c) becomes available to the Receiving Party from others who are not in breach of any obligation of confidence; and (d) is developed by the Receiving Party independent of and without the use of the Confidential Information. The Receiving Party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) not disclose the Confidential Information without the prior written consent of the Disclosing Party, other than to its employees, Affiliates, consultants, subcontractors, and advisors who have a need to know and are bound by similar confidentiality obligations; and (iii) protect Confidential Information in the same manner as it protects its own confidential information. The obligations under this Section 5.8 shall continue for a period of two (2) years after termination or expiry of the Agreement.

5.9 Governing Law; Entire Agreement; Amendment. This Agreement shall be governed and construed in accordance with the laws of the United States, without regard to its choice of law rules. This Agreement, including any Service Schedule(s) and Customer Order(s) executed hereunder, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior written or oral agreements relating to the Service. The parties confirm that no reliance has been placed upon and the parties shall have no right or remedy in respect of any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as set forth in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

5.10 Order of Precedence. In the event of any conflict between this Agreement, the Term of any Service Schedule and/or Customer Order, the order of precedence is; (i) The Service Schedule; (ii) this Agreement; and (iii) the Customer Order.

5.11 Subcontracting. MetaEdge may, without consent, subcontract the provision of a Service, or a portion of a Service, provided that MetaEdge will continue to be liable for the performance of such subcontractors in accordance with the terms of this Agreement.

5.12 Relationship; Third Parties and Counterparts. The relationship between the parties is not that of partners, agents, or joint ventures. Nothing in this Agreement shall confer upon any third party any right, benefit, or remedy of any nature under this Agreement. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. Facsimile signatures and signatures transmitted and received electronically shall be sufficient to bind the parties to this Agreement.

ARTICLE 6. CHARGES

6.1 Charge Structure. Charges for Services under this Agreement are specified in the Customer Order. These charges are effective for the duration of the Service Term specified in the Customer Order. The charges may include: (a) a one-time installation fee; (b) monthly recurring fees (if applicable); (c) charges based on actual usage (if applicable); and (d) any applicable expedited service fees. Charges may vary by "Region," which refers to broad geographic areas, such as North America, defined at MetaEdge's discretion, based on where MetaEdge Services are provided.

6.2 Caching and Streaming Services. Billing for both Caching and Streaming Services provided by MetaEdge is conducted on a monthly basis at a fixed rate ("Recurring Charge"), as detailed in the Customer's selected subscription plan. MetaEdge will issue invoices for the monthly rate established in the chosen subscription plan.

ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER CONTENT

7.1 Non-interference with Intellectual Property. Each party agrees not to reverse engineer, directly or indirectly access, or attempt to derive the source code, trade secrets, or any other intellectual property of the other party related to the Services. Notwithstanding the foregoing, Customer grants MetaEdge a limited, non-exclusive, royalty-free license to use any data or content provided by the Customer for the sole and exclusive purpose of delivering the Service as necessary.

7.2 Compliance with Copyright Safe Harbor. MetaEdge commits to adhering to the safe harbor provisions of the Digital Millennium Copyright Act and equivalent legislation in the European Union and other jurisdictions. This commitment extends to protecting copyright as outlined in the applicable legal frameworks and facilitating compliance with copyright laws.

7.3 Customer Indemnification. The Customer agrees to indemnify, defend, and hold harmless MetaEdge, its officers, directors, and employees from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from any third-party claim related to the Customer's content or services provided in connection with the Service. This includes, but is not limited to, claims alleging intellectual property infringement.

7.4 Data Integrity. While MetaEdge takes measures to ensure the replication of content uploaded by the Customer to the MetaEdge Storage Service, it advises the Customer to maintain a primary copy of all content. MetaEdge is not liable for any loss, destruction, or corruption of the Customer's content.

ARTICLE 8. SERVICE LEVEL AGREEMENTS

8.1 Content Delivery Services. MetaEdge's content delivery services, including Content Caching & Download and Streaming Services, are monitored for SLA compliance through third-party or MetaEdge's test agents spread globally across its network. These agents perform regular checks to ensure service levels meet agreed standards.

8.2 Remedies for Non-compliance. Should MetaEdge fail to meet agreed service levels, Customers are entitled to credits against their monthly service charge, as outlined in the service schedule. However, such credits are capped at the Customer's monthly service commitment and are not applicable in cases of service disruptions caused by factors beyond MetaEdge's control, including customer equipment malfunctions or third-party service issues.

ARTICLE 9. RESELLING RESTRICTIONS

Customer is prohibited from reselling any Service provided under this Agreement without MetaEdge's express written consent. This restriction ensures that the provision and quality of services are managed and controlled directly by MetaEdge.

ARTICLE 10. PUBLICITY RIGHTS

MetaEdge reserves the right to publicly identify the Customer as a recipient of its services and to announce the establishment of their service agreement. The Customer grants MetaEdge permission, revocable at any time, to use its logos in association with such announcements. Should MetaEdge wish to issue a press release related to its relationship with the Customer, it agrees to seek and incorporate the Customer's feedback to ensure mutual agreement on the content.

ARTICLE 11. ADDITIONAL FEATURES / FUNCTIONALITY

Any features or functionality not explicitly described in this Agreement will be provided under MetaEdge's current terms and conditions applicable to such features or functionality. Customers can request a copy of these terms and conditions through MetaEdge's website or directly from MetaEdge.