PLATFORM TERMS

The Services and Software provided at helpmetabi.com (the “Site”) are comprised of various services, web-pages, and web-apps operated by Dane Health.

Thank you (the “Customer”, “you”, or “your”) for selecting Services and Software offered by Dane Health, INC and/or its subsidiaries and affiliates (referred to as “Dane Health”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Dane Health. By accepting electronically (for example, by clicking “I Agree”), installing, accessing, or using the Services and/or Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services and/or Software. Your use of the Services and Software at helpmetabi.com constitutes your agreement to all Terms in this Agreement.

Electronic Communications

Visiting or sending emails to Dane Health constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, and on this Site or affiliate Sites, satisfy any legal requirement that such communications be in writing.

Age Restrictions

The minimum age to use our Site is 18 years old, and your use of the Site constitutes an assurance and agreement that users are 18 years old or older. We do not assume any legal responsibility for false statements about age.

Access and Use

Provision of Access. Dane Health hereby grants Customer a non-exclusive, non-transferable, right to access and use the Site, internally and solely in connection with Customer’s authorized use of the Site.
Usage Limitations.The Site may be subject to certain limitations, such as, for example, (a) limits on the number of Authorized Users; (b) limits on Site work product; or (c) limits on content storage capacity specific to Customer’s subscription type.
Additional Use Restrictions. Customer shall not use the Site for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Site or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Site or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Site, in whole or in part; (d) remove any proprietary notices from the Site or Documentation; (e) use the Site or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (f) access or use the Site or any portion thereof in a manner intended to circumvent or exceed any account limitations or requirements, including any account limitations or requirements; (g) obtain unauthorized access to the Site or any portion thereof (including permitting access to or use of the Site or any portion thereof via another system or tool, the primary effect of which is to enable input of requests or transactions by other than Authorized Users); (h) knowingly publish, post, upload or otherwise transmit any data via the Site or any portion thereof that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (i) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Site or any portion thereof; (j) use any automated or programmatic method to extract data or Output from the Site, including scraping, web harvesting, or web data extraction; (k) represent that Output from the Site was human-generated when it is not; or (l) cause or initiate security breaches or disruptions of network communication and/or connectivity, including port scans, flood pings, email-bombing, packet spoofing, IP spoofing, and forged routing information. Notwithstanding anything to the contrary in this Agreement, Dane Health may temporarily suspend Customer’s and any Authorized User’s access to any portion for a breach or suspected breach. Dane Health will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a suspension.
Output. Dane Health or its licensors and service providers may use the Output to (i) provide and maintain the Site, and (ii), solely in deidentified format, to improve the Site and for Dane Health’s other business purposes. Subject to Customer’s and its Authorized Users’ compliance with this Agreement, Customer may use the Output for any purpose in compliance with Applicable Law, on a royalty-free basis, provided that Customer acknowledges and agrees: (a) that Customer’s and End Users’ use of the Site and the Output does not transfer to you ownership of any intellectual property rights in the Site and that (b) Dane Health may, by notice to you at any time, limit Customer’s or any End User’s use of the Output or require Customer or any End User to cease using certain Output (and delete any copies of them) if Dane Health forms the view, in Dane Health’s sole and absolute discretion, that Customer’s use of the Output may infringe the rights of any third party. Customer must not, and must ensure that its Authorized Users do not, remove, minimize, block or modify any logos, copyright or other notices included in the Output, and must provide attribution to the Dane Health with respect to Customer’s use of the Site or Output as described in the Site, the Agreement, or otherwise instructed by Dane Health in writing. Customer and its Authorized Users are not permitted to download Output or other information from the Site other than through download functionality provided within the Site in the format provided by Dane Health. Customer represents and warrants that it will not, and will ensure that its Authorized Users do not, use the Output in any manner not expressly authorized by Dane Health.
Machine Learning. DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS OF the Site AND the Site MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF the Site MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT SOME OUTPUT MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S OR ANY END USER’S PURPOSE, AND CUSTOMER (ON BEHALF OF ITSELF AND EACH END USER) AGREES THAT DANE HEALTH SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SITE.
Account Access. Customer is responsible and liable for all uses of the Site and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Account Profile. Reservation of Rights. Dane Health reserves all rights not expressly granted to Customer in this Agreement.

Free or Trial Period

After the free or trial access period expires, you may only continue using the Services or Software by enrolling, or automatically converting, to a paid subscription, if available, or as otherwise permitted by Dane Health.

During the free or trial period, no express or implied warranties shall apply to the Services and Software, all Services and Software are provided “as-is” with all defects, and no technical or other support is included, unless otherwise indicated on your subscription plan.

Payment Terms

Customer agrees to pay all fees per the subscription terms by credit card or other payment method permitted by Dane Health, in United States dollars, and authorizes Dane Health to charge Customer’s credit card or bank account for all Fees payable during the Term. Customer acknowledges and agrees that the amount billed for Customer’s subscription may vary due to promotional offers, additions to Customer’s subscription plan (e.g., additional Authorized Users) or other changes.

Data

You are responsible for maintaining the confidentiality of your account and the Users of the account, including usernames and passwords, and for restricting access to your computer(s). You may not assign or otherwise transfer your account to any other person or entity.

Dane Health employs commercially reasonable administrative, physical, and technical safeguards and technologies, designed to secure Customer Data from unauthorized access, disclosure or use. Such measures will not be diminished during the Term. If Dane Health determines that unencrypted or unredacted Customer Data was accessed or acquired by an unauthorized party, Dane Health will inform Customer and shall provide reasonable cooperation with Customer’s investigation of the incident. Customer, as the owner of Customer Data, shall be solely responsible for compliance with any notification obligations that may be required under applicable Data Protection Laws.

NOTWITHSTANDING THE FOREGOING, DANE HEALTH DOES NOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT DANE HEALTH’S SECURITY MEASURES OR USE THE CUSTOMER DATA FOR IMPROPER PURPOSES. CUSTOMER ACKNOWLEDGES THAT IT PROVIDES CUSTOMER DATA AT ITS OWN RISK AND THAT DANE HEALTH TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR CUSTOMER DATA.

Dane Health may use De-Identified Data for the purposes of developing, maintaining, operating, improving, or providing the Site and other business and commercial uses by Dane Health, in compliance with Applicable Law.

Customer will implement reasonable and appropriate measures designed to help secure access to and use of the Site. If Customer discovers any vulnerabilities or breaches related to its use of the Site, Customer must immediately contact Dane Health and provide details of the vulnerability or breach.

Ownership

Customer hereby grants to Dane Health (without the need for further action on the part of Dane Health or any other party) a non-exclusive, limited, fully paid-up, worldwide right to use, copy, and modify the Customer Data to the extent necessary for Dane Health to (1) provide and maintain the Site, (2) generate De-Identified Data; and (3) solely in deidentified format, to improve the Site and for Dane Health’s other business purposes.

Dane Health owns all right, title, and interest, including all intellectual property rights, in and to the Dane Health IP.

Cancellation/Refund Policy

Cancellations are effective the end of the period which is currently paid through on the current active subscription.

Interpretation

Dane health cannot control and has no duty to take any action regarding how customer may interpret and use the output or what actions customer may take as a result of having been exposed to the output, and customer hereby releases Dane Health from all liability for customer having acquired or not acquired output through the site, including any and all claims, actions, allegations, or litigation that may occur based on any output. To the maximum extent permitted by law, Dane Health makes no representations or warranties concerning any output or any other data or content contained in or accessed through the site, and Dane Health will not be responsible or liable for the accuracy of material contained in or accessed through the site. To the maximum extent permitted by law, Dane Health makes no representations or warranties regarding suggestions or recommendations made available through the site or as part of the output.

Disclaimer

THE DANE HEALTH IP IS PROVIDED “AS IS” AND DANE HEALTH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OF MERCHANTABILITY, OR THAT THE DANE HEALTH IP, OR ANY RESULTS OF OR THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ADDITIONALLY, DANE HEALTH STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS AND ITS AUTHORIZED USERS’ INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. DANE HEALTH RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN CUSTOMER AND OTHER USERS WITHIN THE SITE. DANE HEALTH EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S OR END USER’S ACTION OR INACTION, INCLUDING RELATING TO USE OF OUTPUT.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. In the event a dispute shall arise between the parties to this [contract, lease, etc.], it is hereby agreed that the dispute shall be referred to United States Arbitration & Mediation for arbitration in accordance with United States Arbitration & Mediation Rules of Arbitration. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled of costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.