Terms of Service

Effective Date: February 1, 2025
Last Updated: February 1, 2025

Welcome to Metorial! These Terms of Service ("Terms") govern your access to and use of the services provided by Tobias Herber, doing business as Metorial ("Metorial," "we," "us," or "our"). By using or accessing our services ("Service"), you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you should not use or access the Service.

Please read these Subscription Service Terms and Conditions (the "Agreement") carefully as they are a legal agreement between you ("Subscriber") and Metorial. This Agreement governs Subscriber's use of Metorial' Service (as defined below), unless Subscriber and Metorial have entered into a separate written agreement.

BY INDICATING YOUR ACCEPTANCE TO THIS AGREEMENT OR ACCESSING OR USING THE METORIAL SERVICE, SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

If you are accessing and using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, "Subscriber" will refer to that company or other legal entity. If Subscriber has executed a Subscription Order Form with Metorial, the scope of Subscriber’s rights to access and use the Metorial Platform, as well as applicable fees and other terms and conditions, may be further defined in such Subscription Order Form. Each Subscription Order Form will be deemed governed by this Agreement automatically, unless the Subscription Order Form specifically states otherwise. In the event of any conflict between the terms of this Agreement and any Subscription Order Form, the terms of the applicable Subscription Order Form will control.

1. Definitions

"App End-Users" means the final end users of the Subscriber App(s).
"Documentation" means documentation for the Metorial Integration Code and Metorial Platform made available to Subscriber through the Site.
"Intellectual Property Rights" means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search). ‍
"Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
"Personal Data" has the meaning assigned to the term "personal data" or "personal information" under applicable data privacy and data protection laws, rules and regulations.
"Sensitive Personal Data" means a subset of Personal Data which, due to its nature, has been classified by law or by policy as deserving additional privacy and security protections. Sensitive Personal Data includes Personal Data regarding EU residents that is classified as a "Special Category of Personal Data" under EU law, which consists of the following data elements: (1) race or ethnic origin; (2) political opinions; (3) religious or philosophical beliefs; (4) trade union membership; (5) genetic data; (6) biometric data where processed to uniquely identify a person; (7) health information; (8) sexual orientation or information about the individual’s sex life; or (9) information relating to the commission of a criminal offense.
"Service" or "Metorial Service" means, collectively, the Metorial Platform and the Metorial Integration Code.
"Service Tier" means the Service tier that Subscriber chooses from the available options provided by Metorial on the Site.
"Subscriber App(s)" means the Subscriber’s application(s) which Subscriber chooses to use with the Service.
"Subscriber Data" means any information, data or content that is submitted, collected, transmitted or otherwise provided by or on behalf of Subscriber through the Service, including data from App End-Users and Messaging Data, but excluding, for clarity Aggregate Data and any information, data or content owned or controlled by Metorial and made available through or in connection with the Service.
"Subscription Fees" means the subscription fees for access and use of the Service in accordance with the Service Tier that Subscriber chooses.
"Subscription Term" means the period during which Subscriber has agreed to subscribe to the Service.
"User" means an employee, independent contractor or consultant of Subscriber authorized by Subscriber to use the Service on behalf of Subscriber.
"Metorial Integration Code" means the executable form of Metorial’ proprietary software development code downloadable by Subscriber from the Metorial Platform that is configured by Subscriber and included in the Subscriber App(s) to enable data to be transmitted from the Subscriber App(s) to the Metorial Platform, as further specified in the Documentation.
"Metorial IP" or "Metorial Intellectual Property" means the Service, the underlying software provided in connection with the Service, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Service, the Documentation and the look and feel of the Service (including any custom fonts, graphics and button icons), and all improvements, modifications or enhancements to the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
"Metorial Platform" means the cloud-based, hosted service made available through www.metorial.com (the "Site"), as further specified in the Documentation.
"Subprocessors" means third parties authorized under this Agreement to have logical access to and process Subscriber Data in order to provide parts of the Service and any related technical support.

2. Service Description

Metorial is a platform for building AI-powered workflows. It enables individuals and companies to integrate off-the-shelf AI models, such as ChatGPT, Llama, and Claude, with various data sources and tools to create and manage complex AI-driven processes. The Service allows Subscribers to configure and deploy AI models, automate workflows, and integrate AI capabilities into their products. Metorial may be used directly by Subscribers or as a sub-processor within a Subscriber’s own services, subject to these Terms.

3. Access and Use of the Service

a) License Grant and Restrictions

Subject to compliance with this Agreement, including timely payment of Subscription Fees, Metorial grants Subscriber a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Metorial Service solely for Subscriber’s internal business purposes in connection with operating the Subscriber App(s) or otherwise utilizing AI-driven workflows as permitted by the applicable Service Tier.

Subscriber acknowledges and agrees that:

No Unauthorized Access – Subscriber will not allow any Person other than authorized Users to access or use the Service.
Compliance with Laws – Subscriber is responsible for ensuring that its use of the Service complies with all applicable laws, regulations, and industry standards.
No Reverse Engineering – Subscriber shall not attempt to reverse engineer, decompile, or disassemble any component of the Metorial Service, nor will it seek to create derivative works or competitive services based on Metorial.
No Resale or Misuse – Subscriber shall not resell, lease, distribute, or otherwise make the Metorial Service available to third parties without prior written consent.
Security Obligations – Subscriber must take reasonable steps to prevent unauthorized access to its account, including securing login credentials and notifying Metorial immediately if any security breach is suspected.
Third-Party Integrations – If Subscriber integrates Metorial with third-party applications or services, Subscriber is responsible for ensuring the legality, functionality, and security of such integrations. Metorial shall not be liable for any issues arising from such integrations.

b) User Accounts and Responsibilities

Account Registration – To access certain features of the Service, Subscriber may be required to register an account and provide accurate and complete information. Subscriber agrees to update such information to maintain its accuracy.
Account Security – Subscriber is solely responsible for maintaining the confidentiality of account credentials and all activities conducted under its account.
User Conduct – Users must adhere to all applicable laws and regulations and must not use the Service to engage in activities that are unlawful, harmful, or disruptive to Metorial or its users.

c) Service Availability and Modifications

Metorial reserves the right to modify, update, suspend, or discontinue the Service (or any part thereof) at its sole discretion and without liability. While Metorial strives to provide continuous access, it does not guarantee uninterrupted availability and shall not be responsible for any downtime, loss of data, or interruptions caused by maintenance, upgrades, force majeure events, or third-party service providers.

d) Termination and Suspension

Metorial may suspend or terminate Subscriber’s access to the Service immediately if Subscriber violates these Terms, fails to pay Subscription Fees, or engages in activities that Metorial deems harmful or unlawful. Upon termination, all rights granted to Subscriber under these Terms shall cease, and Subscriber must cease all use of the Service.

4. Conditions of Access and Use

a) Fees

If Subscriber's usage exceeds the limits set on any applicable free plan, Subscriber agrees to pay the fees set forth on Metorial’s pricing page for the usage incurred in the billing period (the “Fees”) in accordance with these Terms. Subscriber will be billed for such usage and agrees to provide accurate and complete billing information, including full name, address, state, zip code, telephone number, and a valid payment method. Subscriber represents and warrants that such information is true and that Subscriber is authorized to use the payment method.

Subscriber must promptly update account information, including changes in billing address or payment method details. If Subscriber’s payment plan includes an ongoing subscription that is automatically renewed periodically, Subscriber authorizes Metorial (through its payment processors, Paddle and Lemon Squeezy) to bill the payment method in advance on a recurring basis until the subscription is canceled.

Subscriber must notify Metorial in writing of any disputed charges within sixty (60) days after the charge occurs. Failure to notify Metorial within this period shall be deemed a waiver of any claim regarding the disputed charges. Metorial reserves the right to modify its pricing at any time, with at least thirty (30) days’ notice through the Service user interface, email, or other reasonable means. Continued use of the Service after a price change constitutes agreement to pay the new Fees. Subscriber is responsible for all applicable taxes, except for taxes based on Metorial’s net income.

b) Payment Processing

Metorial does not process payments directly. Payments are handled by third-party payment processors, Paddle (https://paddle.com) and Lemon Squeezy (https://lemonsqueezy.com), which manage all payment transactions, taxes, and refunds. Subscriber’s use of the payment functions is subject to the terms, policies, and privacy agreements of Paddle and Lemon Squeezy, available on their respective websites. By using Metorial’s paid services, Subscriber agrees to be bound by these payment processors’ agreements. Metorial is not liable for any errors, service disruptions, or disputes arising from the payment process.

c) Refunds and Cancellations

All payments made by Subscriber are final and non-refundable, unless otherwise determined by Metorial at its sole discretion. Subscriber may cancel its subscription by contacting Metorial’s support team. Cancellations will take effect at the end of the current billing cycle, and no prorated refunds will be issued.

d) Free Service Tier

Metorial may offer a free plan or limited free service tiers. Such free services are provided "as-is" without warranty and may be subject to feature limitations. Metorial reserves the right to modify, restrict, or discontinue free service offerings at any time, without notice and without liability.

5. Intellectual Property Rights

Proprietary Rights.

Ownership by Metorial. The Metorial IP is the exclusive property of Metorial. Subject to the limited rights expressly granted in this Agreement, Metorial reserves and, as between the parties, will solely own all right, title, and interest in and to the Metorial IP.
Ownership by Subscriber Data. Metorial asserts no ownership rights in Subscriber Data. As between the parties, subject to the limited rights granted to Metorial in this Agreement, Subscriber owns all right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein.

Reservation of Rights. - No rights are granted to either party hereunder (whether by implication, estoppel, exhaustion, or otherwise) except as expressly set forth in this Agreement.

Third-Party Material. - Metorial may utilize third-party components subject to open-source or other licensing terms. Subscriber acknowledges that the use of such third-party components is subject to their respective license agreements.

6. Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Metorial has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Metorial, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Metorial enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while sing the Service are between you and the third party. Metorial will 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 Third-Party Services.

7. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE METORIAL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE METORIAL PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

8. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE METORIAL PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE METORIAL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE METORIAL PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID METORIAL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED EUROS (€ 100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

9. Indemnification

a) Subscriber Indemnification

Subscriber shall defend, indemnify, and hold harmless Metorial, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

Any Subscriber Data, including but not limited to any claim that the Subscriber Data infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights, privacy rights, or any other rights;
Any claims arising from Subscriber’s products, services, or Subscriber App(s), including claims from App End-Users or any third party;
Any use of the Service by Subscriber or its Users that is in violation of this Agreement, applicable laws, or regulations;
Any unauthorized access to, use of, or alteration of the Service by Subscriber or any third party acting on Subscriber’s behalf;
Subscriber’s failure to comply with applicable data protection laws, including but not limited to obligations related to the processing of Personal Data.

b) Metorial Indemnification

Metorial shall, at its own expense, defend Subscriber against any third-party claims alleging that Subscriber’s use of the Service, in accordance with this Agreement, directly infringes or misappropriates such third party’s Intellectual Property Rights. Metorial shall indemnify Subscriber against damages and costs (including reasonable attorneys’ fees) awarded or agreed upon in settlement. However, Metorial's indemnification obligations shall not apply if the claim arises from:

Subscriber’s violation of this Agreement, negligence, or intentional misconduct;
Any Subscriber Data or third-party content introduced into the Service by Subscriber;
Subscriber’s failure to implement Metorial’s recommended updates or modifications;
Modifications to the Service made by anyone other than Metorial;
Use of the Service in combination with software, hardware, or data not provided or approved by Metorial.

c) IP Remedies

If Metorial reasonably believes the Service infringes a third party’s Intellectual Property Rights, Metorial may, at its sole discretion:

Modify or replace the Service to make it non-infringing;
Procure for Subscriber the right to continue using the Service;
Terminate this Agreement and Subscriber’s access to the affected component of the Service, with a pro-rata refund of any prepaid but unused fees.

d) Indemnification Procedure

The party seeking indemnification ("Indemnified Party") shall provide prompt written notice to the other party ("Indemnifying Party") of any claim. The Indemnifying Party shall have sole control of the defense and settlement, provided that any settlement does not impose liability or obligations on the Indemnified Party. The Indemnified Party may participate in the defense at its own expense.

These indemnification provisions shall survive the termination or expiration of this Agreement.

10. Term and Termination

a) Term

This Agreement remains in effect until terminated by either party.

b) Termination

We may terminate or suspend your access to the Service immediately upon notice for any breach of this Agreement. You may terminate this Agreement by discontinuing use of the Service and providing notice to us.

c) Effect of Termination

Upon termination:

All licenses granted under this Agreement will terminate You must cease all use of the Service You remain liable for all fees incurred before termination We may delete your Customer Data after 30 days

11. General Provisions

a) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Austria, without regard to its conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts in Austria.

b) Export Compliance

The Service may be subject to export laws and regulations. You agree to comply with all applicable export laws and regulations.

c) Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement at our discretion.

d) Severability

If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

e) Entire Agreement

This Agreement constitutes the entire agreement between you and Metorial regarding the Service and supersedes all prior agreements and understandings.

f) Force Majeure

Metorial is not liable for delays or failures due to causes beyond its control.

g) Headings

Use of paragraph headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions.

h) Waiver

A party’s failure to require performance of any provision of this Agreement shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default constitute a waiver of any subsequent breach or default.

i) Notices

All notices under this Agreement shall be in writing and sent to the contact information provided below.

j) Modifications

We reserve the right to modify this Agreement at any time. You are responsible for reviewing this Agreement periodically. Continued use of the Service after changes constitutes acceptance of the updated Agreement.

13. Other Responsibilities

The responsibilities in this section are in addition to the other responsibilities in this Agreement. The Subscriber is responsible for:

Requesting express permission from App-End User to collect, store, and process their data.
To inform App-End Users about Metorial's Data Processing Addendum ("DPA"). And to request their consent to the processing of their data under the terms of the DPA.
To provide App-End Users with a copy of the DPA upon request.
To ensure that the data collected from App-End Users is accurate and up-to-date.
To ensure that the data collected from App-End Users is stored securely and protected from unauthorized access.
To inform Metorial immediately if there is a data breach or unauthorized access to the data collected from App-End Users.
To comply with all applicable data protection laws and regulations.

12. Contact Information

For questions about these Terms of Service, please contact:

Tobias Herber Kristein 3 4470 Enns Austria

Email: [email protected]