Metronome Terms of Service

BY CREATING AN ACCOUNT FOR USE OF THE “METRONOME SERVICES”, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS OF SERVICE. YOUR AND YOUR COMPANY’S CONTINUED USE OF THE METRONOME SERVICES SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF SERVICE. IF YOU DO NOT UNCONDITIONALLY AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE METRONOME SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE AND/OR ENTER INTO THESE TERMS OF SERVICE AND BIND YOURSELF OR THE ENTITY YOU REPRESENT (AS APPLICABLE) TO THESE TERMS OF SERVICE.

We may amend these Terms of Service from time to time by posting an updated version to the Metronome Services. Each time you login to the Metronome Services, you may be prompted to accept the Terms of Services, and you agree to be bound by any updated Terms of Service which you agree to as part of that workflow.

Unless otherwise stated, all rights, title and interest in the Metronome Services including, but not limited to, all intellectual property rights thereto and the text and images contained therein, are the property of Metronome.

Account; Passwords, Security.

To use the Metronome Services, you will need to set up an account. You may not use a third party's account without permission. When you are setting up your account, you must give us accurate and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the Metronome Services. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

Once you have established an account, Metronome grants you a non-exclusive, limited, revocable and non-transferable right to use the Metronome Services solely for the purpose of internally evaluating the suitability of the Metronome Services for your internal business purposes. You may, using the functionality within the Metronome Services, configure and modify certain available features and functionality of the Metronome Services offered as part of its evaluation process.

When using the Metronome Services, you shall: (a) use your best efforts to prevent unauthorized access to or use of the Metronome Services, and (b) notify Metronome in writing immediately of any unauthorized use of, or access to, the Metronome Services or any user account or password thereof.  Further, you shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Metronome Services or any modified version or derivative work of the Metronome Services, (b) provide the Metronome Services, or any modified version or derivative work of the Metronome Services on a timesharing, service bureau or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the Metronome Services, (d) copy any features, functions or graphics of the Metronome Services for any purpose other than what is expressly authorized in this Agreement, title, icon, description, screenshots, and keywords, (e) send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or malicious code, (f) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Metronome Services, (g) use any intellectual property rights protected by applicable laws and contained in or accessible through the Metronome Services for the purpose of building a competitive product or service or copying its features or user interface, (h) use the Metronome Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Metronome's prior written consent; or (i) use the Metronome Services to develop or enhance any (1) open source version of Metronome software, (2) derivative works of any open source version of Metronome software, or (2) any software code made to work with any open source version of Metronome software.

User Content.

You are solely responsible for any User Content you post to the Metronome Services, and the consequences of posting or publishing it. By "User Content", we mean any Content you post to the Metronome Services. "Content" means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. When we say "post", we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Metronome Services.

Unless expressly stated otherwise herein, any User Content submitted by you through the Metronome Services shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, we recommend that you not submit information you consider confidential.

Metronome does not accept unauthorized idea submissions outside of established business relationships. To protect the interests of our current clients and ourselves, we must treat the issue of such submissions with great care. Importantly, without a clear business relationship, Metronome cannot and does not treat any such submissions in confidence. Accordingly, please do not communicate unauthorized idea submissions to Metronome through the Metronome Services. Any ideas disclosed to Metronome outside a pre-existing and documented confidential business relationship are not confidential and Metronome may therefore develop, use and freely disclose or publish similar ideas without compensating you or accounting to you. Metronome will make every reasonable effort to return or destroy any unauthorized idea submissions without detailed review of them. However, if a review is necessary in Metronome’s sole discretion, it will be with the understanding that Metronome assumes no obligation to protect the confidentiality of your idea or compensate you for its disclosure or use. By submitting an idea or other detailed submission to Metronome, you agree to be bound by the terms of this stated policy.

Restrictions on User Content and Your Conduct.

You may not:

We have the sole right, but not necessarily the obligation, to delete at any time any User Content that violates these rules or that we believe to be inappropriate for any reason.

We are Not Responsible for User Content.

We generally do not review any of the User Content posted by our users. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in user submissions. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any user submission. You agree not to hold us responsible in any way for your use of the Metronome Services, including your exposure to User Content.

Proprietary Rights.

The Metronome Services and the content provided in the Metronome Services, including, but not limited to, graphic images, audio, video, html code, buttons, and text, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without the prior written consent of Metronome, except that you may download, display, and print one copy of the materials on any single computer solely for your personal, non- commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices.

Links to Other Sites.

The information provided on the Metronome Services is in most cases free of charge and for informational purposes only, and does not create a business or professional services relationship between you and Metronome. Links on the Metronome Services may lead to services or sites not operated by Metronome. No judgment or warranty is made with respect to such other services or sites and Metronome takes no responsibility for such other sites or services. A link to another site or service is not an endorsement of that site or service. Any use you make of the information provided on the Metronome Services, or any site or service linked to by the Metronome Services, is at your own risk.

Warranty Disclaimer.

The Metronome Services and its contents are provided “as is” and Metronome makes no representation or warranty of any kind with respect to the Metronome Services or any site or service accessible through the Metronome Services. Metronome expressly disclaims all express and implied warranties including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In no event will Metronome be liable to any party for any direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, lost profits, business interruption, loss of programs or data) without regard to the form of action and whether in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with the Metronome Services, your use of the Metronome Services, any content on or accessed through the Metronome Services or any site service linked to, or any copying, displaying, or use thereof.

Termination and Suspension.

We may terminate or suspend the Metronome Services or any part of the Metronome Services, terminate or suspend your use of the Metronome Services, block any IP address, or remove any of your User Content at any time without cause without any liability to you.

Further, we may terminate or suspend your permission to use the Metronome Services immediately and without notice upon any violation of these Terms of Service, your failure to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities.

Upon any termination we may delete your account, passwords and User Content, and we may bar you from further use of the Metronome Services. You understand that we may also continue to make your User Content available on the Metronome Services even if your use of the Metronome Services is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account or access to the Metronome Services.

General Terms.

Metronome maintains the Metronome Services in California, U.S.A. and you agree that these Terms of Service and any legal action or proceeding relating to the Metronome Services shall be governed by the laws of the State of California without reference to its choice of law rules. If you attempt to bring any legal proceedings against Metronome you specifically acknowledge that Metronome is free to choose the jurisdiction of our preference as to where such action against us may be held. As you have agreed by using the Metronome Services to choose the laws of the State of California to govern any such proceedings, we will probably choose to defend any such action in the state and federal courts located in San Francisco, California and we can make this decision entirely as it suits us, without regard to where in the world you are located, or from where in the world you visited the Metronome Services. You are responsible for complying with the laws of the jurisdiction from which you are accessing the Metronome Services and you agree that you will not access or use the information on the Metronome Services in violation of such laws.




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