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Metered | Video

TERMS AND CONDITIONS OF USE

Last Modified: July 27, 2021

The Next Path Software Consulting Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). These terms and conditions (the " strong Terms ") form a legally binding agreement which govern your access to and use of our website ( https://metered.ca and our software, including apis, documentation and all other forms of information. Our software, apis, documentation, information and data is referred to in these Terms as the " Metered App and software".

These Terms have provisions which limit our liability and impose obligations on you. You must review these Terms carefully before implementing or using (as an end-user) the Metered App and software. By using our Metered App and software, you, the user (" you " or "your "), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.

AMENDMENTS

As the Metered App and software continues to evolve, we may, at any time, revise these Terms and our policies by updating the webpage hosting these terms at https://metered.ca/terms or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the Metered App and software, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Metered App and software after such amendments have been posted. If you do not agree with the amendments, you agree to immediately stop accessing and using the Metered App and software.

PRIVACY

We use personal information you provide us in accordance with our privacy policy, which is incorporated by reference and available online at https://metered.ca/privacy. By using the Metered App and software, you consent to such processing and you represent to us that all information provided by you is accurate.

About the Metered App and software

The Metered APP and software is an online communications platform. You can send your content that is information and Video Audio feed and text messages via the Metered

Establishing an Account

To implement the Metered App and software on your own website, you will be required to register an account and provide certain personal information as referenced in our privacy policy.

You are solely responsable for all the data information that is Audio/VIdeo and all other data that you transfer, transmit store through Metered.

You are also responsable for safeguarding you login credentials and all other personal information

Upon establishing an account or creating a username, we grant you a non-transferable, non-exclusive license to use the Metered App and software in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Metered App and software, or any individual or entity associated with your account, without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the Metered App and software, or your access to it or any individual or entity associated with your account.

Account Security

Upon setting up an account, unless you use a third party sign-in provider, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Metered App and software and you agree not to disclose your password to any third-party.

You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account registered on the Metered App and software (i) you are responsible for ensuring that your email provided to us is accurate; and (ii) for the safety and security of all the communications and email that we send to the email that is associated with your account.

You agree you are responsible for any activity on your account and all correspondence provided to us from any email address used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.

You must immediately notify us of any unauthorized use of your account.

You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address.

Acceptable Use of the Metered App and software

In using the Metered App and software, you agree and you represent and warrant to us that you:

  1. Will not use the Metered App and software in a way that has any unlawful or fraudulent purpose or effect;

  2. Will comply with all applicable laws, rules and regulations;

  3. Will only permit users who are eighteen (18) years of age or older to access the Metered App and software account that you created.

  4. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, intent on soliciting prostitution, threatening, racially or ethnically offensive or abusive, that would violate a third party's rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;

  5. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;

  6. Will not impersonate any person or entity;

  7. Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of Metered software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment

  8. Will not access the Metered App and software by any means other than through the interface provided by us for use.

  9. Will not collect, harvest or store any personally identifiable information, including user account information that does not belong to you via any means, from us;

  10. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Metered App and software and its underlying software code.

  11. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Metered App and software.

Fees

As of the last date of these Terms, we offer a free version of the Metered App and software. However, the free version has some limits that are posted on the pricing page https://metered.ca/pricing.

Our current fees for paid accounts, and the corresponding features are displayed within your account or on the pricing page https://metered.ca/pricing . Where you elect to commence a paid plan, our fees are automatically billed on a monthly basis to your credit card. You agree to pay all fees associated with or arising from your account. If you fail to pay any fees associated with your account, for any reason, including for example a declined credit card, you agree that your account will be downgraded to a free plan without notice to you.

Our fees are subject to change. We will provide you a 7 days notice if the pricing change affects your plan. (That is if you are going to be charge more for the same plan) You may elect to cancel your account, or change your monthly plan after such changes have been communicated to you.

Payment

We facilitate payment on the Metered App and software using Stripe, Inc., Stripe Payments Canada, Ltd. and their related entities (collectively " Stripe"). For more information on Stripe's terms of service, their Stripe Services Agreement and privacy policy, all of which may apply to you and are incorporated by reference herein, visit https://stripe.com/en-ca/ssa and https://stripe.com/en-ca/privacy

Refunds

Unless we have billed you in error, we do not offer any refunds on any monthly fees paid to us as part of a paid subscription plan.

Taxes

You agree to pay, and we may bill your credit card, for any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and access to and use of the Metered App and software.

ACCEPTANCE OF RISK AND DISCLAIMERS

Our Metered App and software is provided "as is" without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

You accept all risks associated with using the Metered App and software.

Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages or loss you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users on the Metered App and software, our independent contractors, payment processors or third-party service providers. You acknowledge that w ** e rely on a number of third parties to make the Metered App and software available, including data, database and web hosting providers. Some of those third parties are referenced in our privacy policy.**

You accept and acknowledge that in using online platforms, including the Metered App and software, there is always a risk of unauthorized access to and use of your information, including your personal information.

You agree that, while we strive to have the Metered App and software error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the Metered App and software.

Limitation of our liability

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE Metered App and software, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE Metered App and software.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE Metered App and software, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN CAD $20.00.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE Metered App and software WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

Indemnification

You agree to indemnify us, our employees, shareholders, directors and officers, and to defend and hold each of them harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from (i) your violation of these Terms or any policy incorporated by reference; (ii) your violation of any third-party right; (iii) any breach of a representation or warranty made by you to us, either in these Terms, privacy policy or otherwise; (iv) any claim for damages suffered by another user of our service which you caused or contributed to; and (v) from the use of our Metered App and software by your own website's end-users, who cause us or any third party damage, injury or loss.

Proprietary Rights

The Metered App and software contains licenced content as well as proprietary content owned by us and by third parties. you are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on or underlying the Metered App and software without the express consent of the owner.

All rights, title and interest in and to the Metered App and softwareare and will remain the exclusive property of The Next Path Software Consulting Inc. and our licensors.

The Metered App and software and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries.

You are not permitted to use any trademark or trade name of The Next Path Software Consulting Inc., including our logo, without our express permission.

Your Content

The Metered App and software permits you to transmit, transfer, store and stream content (" User Content ") through Metered APP and Software. We claim no ownership of your User Content. If we came to know that your "User Content" is/are contrary to these Terms or applicable laws, you agree that we may, but have no obligation to, remove them, and ban/suspend your account

You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content facilitate the ordinary use of the Metered App and software for us to provide you with services and to improve our services and software.

Feedback

We do not consider proposals or ideas, including without limitation ideas for new features, technologies or feedback on our software which you provide us (" Feedback ") to be confidential. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.

Law of the Contract (Governing Law) and Jurisdiction.

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on the Metered App and software are hereby incorporated by reference, including but not limited to our Privacy Policy.

Termination

Though we would much rather you stay, you can stop using the Metered App and software at any time. Please contact us to learn more about terminating your account. Notwithstanding your decision to delete your account or no longer use the Metered App and software, you agree to pay all fees and taxes as set out in these Terms and as posted on our website and the Metered App and software.

We also reserve the right to suspend your account or access to the Metered App and software at any time, with or without reason or cause, and with or without notice. We may do so by cancelling your account and/or blocking access to your account and our services.

The cancellation, suspension or termination of access to the Metered App and software shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You are not permitted to assign this agreement to any third party. However, you agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Metered App and software by a third party, the transfer of control of The Next Path Software Consulting Inc. or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Your Relationship with Us

Your relationship with us is that of an independent contracting party. You are not as an employee of ours and regardless of whether you are acting individually or if you are operating your own business in using the Metered App and software, you are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act , RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.

New Features

Any new features that augment or enhance the current version of Metered App and software, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of The Next Path Software Consulting Inc.