Terms of Service

1.1 The “Services” are the services we make available through your account, as described in the Documentation. They currently consist of:

• the TURN and STUN relay service (the “Relay Service”), governed by these Terms and Schedule 1;
• the Video Services, governed by these Terms and Schedule 2; and
• any other service we make available through your account, governed by these Terms and any schedule we publish for it.

1.2 “Documentation” means our then-current published technical documentation for the Services. It describes the Services and is not a warranty.

1.3 The following form part of these Terms:

• the Data Processing Agreement at metered.ca/gdpr (the “DPA”);
• the Acceptable Use Policy at metered.ca/acceptable-use (the “AUP”); and
• where your plan includes one, the Service Level Agreement we provide with that plan (the “SLA”).

Our Privacy Policy at metered.ca/privacy describes how we handle personal data as a controller.

1.4 If you and Metered have signed a Master Services Agreement or other written agreement covering any of the Services, that agreement governs the Services it covers for so long as it is in force, and these Terms continue to apply to any other Services you use.

1.5 If there is a conflict, the order of precedence is: (a) the DPA, in respect of personal data we process on your behalf; (b) these Terms, including the Schedules, and a Schedule prevails over Part A for the service it covers; (c) the SLA; (d) the AUP; (e) the Documentation.

2.1 You must be at least 18 years old and able to enter into a binding contract. If you create an account on behalf of an organisation, you represent that you have authority to bind it, and “you” refers to that organisation; if you lack that authority, you are bound personally.

2.2 The Services are offered only for business purposes and are not offered to consumers. You must not create an account for personal, family or household purposes, and you represent that you are not a consumer. If consumer protection law nonetheless applies to you, nothing in these Terms limits rights under it that cannot be limited by contract, and clauses 11, 12 and 16.2 apply only to the extent it permits.

2.3 You will comply with applicable export-control and sanctions laws. You must not use the Services if you are, or are acting for, a person or entity subject to sanctions under the laws of Canada, the United States, the European Union or the United Kingdom, from a territory subject to comprehensive sanctions, or for any end use prohibited by those laws.

3.1 You must provide accurate account and billing information and keep it current. We send notices to the email address on your account, and you are responsible for reading them.

3.2 You are responsible for everything done through your account, including by your end users and by anyone using credentials or API keys issued to you. Keep those credentials confidential, do not share them beyond your own organisation and your authorised end users, and rotate them promptly if you suspect they have been exposed. Tell us promptly at support@metered.ca if you become aware of unauthorised use of your account.

3.3 We may treat anyone who uses your credentials as authorised by you until you have notified us under clause 3.2.

4.1 Subject to these Terms, we grant you a non-exclusive, non-transferable right during the term of your account to access and use the Services for your internal business purposes and for the benefit of your end users, in accordance with the Documentation.

4.2 You must use the Services in accordance with the AUP. In addition, you must not:

• use the Services to build a service that competes with them, or to benchmark them for publication without our consent;
• attempt to circumvent usage limits, rate limits, authentication or other technical controls;
• reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent applicable law prohibits that restriction; or
• access the Services other than through the interfaces and protocols described in the Documentation.

4.3 We may modify the Services, and the features and limits of any plan, from time to time. Where a change materially reduces the features or limits of a paid plan, we will give at least thirty (30) days’ notice to the email address on your account, and the change takes effect from your next billing period after the notice period ends. If you do not accept the change, your remedy is to cancel the plan under clause 10.2 before it takes effect. We may retire versions of our APIs and SDKs on notice in the Documentation; retiring a version is not a reduction under this clause where a supported version remains available.

4.4 Beta features. We may make features available on a beta, preview or trial basis, identified as such in the Documentation. Beta features are provided as-is, may be changed or withdrawn at any time, and are excluded from any SLA.

4.5 Support. Support is provided as described on our website. We have no support obligation beyond that.

4.6 Third-party services. Services, destinations or integrations that you connect to the Services are governed by their own terms. We are not responsible for them.

5.1 “Your Content” means data that you or your end users transmit through, submit to or store in the Services. You own Your Content. We claim no rights in it except the licence in clause 5.2.

5.2 You grant us a non-exclusive, worldwide, royalty-free licence to process, transmit and, where a Service stores content on your behalf, store Your Content, solely to the extent necessary to provide the Services to you, to support them, for security and abuse prevention, and as required by law. This licence ends when Your Content is deleted from the Services, including from backups in the ordinary course.

5.3 We do not sell Your Content or share it with third parties except as described in the DPA and the Privacy Policy, or at your direction.

5.4 We access your account data only as required to provide and support the Services, for security and abuse prevention, for billing, and to comply with law. What we can and cannot access in each Service is described in the Schedules. We may collect and use usage and diagnostic data about the Services to operate, secure, bill for and improve them.

5.5 You are responsible for Your Content, for having the rights and consents needed to transmit it through the Services, and for complying with the laws that apply to it, including laws on recording, interception and consent. Where your end users include minors, you are responsible for the consents and protections the law requires for them.

5.6 We may remove or disable access to Your Content that we reasonably believe breaches the AUP or applicable law.

5.7 Feedback. Suggestions, ideas and feedback you give us about the Services are not confidential, and we may use them without restriction or obligation.

6.1 Fees for paid plans are set out on our pricing page and within your account. The monthly subscription fee for a plan is charged to your payment method at the start of each billing period. Fees are in United States dollars unless stated otherwise, and exclude taxes.

6.2 Usage above the volume included in your plan is charged at the overage rate for your plan and deducted from a prepaid usage balance. You set a top-up amount and a minimum balance in your account. When the balance reaches the minimum, we charge the top-up amount to your payment method. If the charge fails or the balance is exhausted, credentials for the Relay Service are disabled and relay traffic stops until the balance is restored. Clause S2.5 applies to the Video Services. Usage is measured by us as described in the applicable Schedule, and our usage records are conclusive absent manifest error.

6.3 You are responsible for all sales, use, value-added and similar taxes arising from your use of the Services, other than taxes on our income. We may charge them to your payment method. Fees are payable without set-off or deduction, other than service credits issued under an SLA.

6.4 Price changes. We may change the fees for a plan on at least fourteen (14) days’ notice to the email address on your account. A change takes effect from your next billing period after the notice period ends. If you do not accept the change, you may cancel or change your plan before it takes effect.

6.5 Payment failure. If a subscription payment fails, we will notify you and continue providing the Services for a grace period of at least twenty-one (21) days while we retry the payment. If the fees remain unpaid when the grace period ends, we may cancel your paid plan and move your account to the free plan, or suspend the Services under clause 9.

6.6 Refunds. Fees are non-refundable except where we have billed you in error or where a refund is required by law. Service credits under an SLA are account credits, not refunds.

6.7 Disputed charges. If you believe a charge is wrong, tell us at billing@metered.ca within thirty (30) days of the charge. A chargeback raised without first disputing the charge with us may result in suspension of your account, and you will reimburse our costs of responding to it.

6.8 Payments are processed by Stripe. Stripe’s handling of your payment information is governed by Stripe’s own terms and privacy policy.

7.1 We may offer a free plan or a free trial. Free plans and trials are subject to the usage limits published on our pricing page, carry no SLA and no support obligation, may be changed or withdrawn at any time, and may be suspended or closed if unused for an extended period or used in breach of the AUP.

7.2 Free plans and trials are provided without charge, and we have no liability of any kind, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of a free plan or trial, except liability that cannot be excluded by law.

8.1 Availability. Except where an SLA provided with your paid plan states otherwise, we do not warrant that the Services will be uninterrupted or error-free, and we make no commitment as to uptime. Where an SLA applies to your plan, it sets out our sole obligation, and your sole remedy, in respect of availability.

8.2 Security. We maintain an information security programme with administrative, technical and physical safeguards appropriate to the Services.

8.3 Personal data. Where we process personal data on your behalf, the DPA applies. We will notify you of a personal data breach affecting Your Content in accordance with the DPA.

8.4 Confidentiality. We will not disclose your account information or Your Content to third parties except as permitted by these Terms, the DPA and the Privacy Policy, or as required by law.

9.1 We may suspend your access to the Services, in whole or in part, at any time and with or without notice, where fees are unpaid after the grace period in clause 6.5, where we reasonably believe you are in breach of these Terms or the AUP, or where we reasonably consider it necessary to protect the security, integrity or availability of the Services or of any third party, or to comply with law.

9.2 Where practicable we will tell you what is needed to restore access, and, unless we have terminated under clause 10.3, we will restore access once the cause is resolved. Fees continue to accrue during a suspension caused by your breach or non-payment.

9.3 No period of suspension under this clause that is attributable to your account, credentials, end users or use of the Services, and no period during which credentials are disabled under clause 6.2, constitutes downtime under any SLA.

10.1 These Terms apply from the date you create an account until your account is closed.

10.2 By you. You may cancel a paid plan at any time from your account settings, and you may ask us to close your account at any time. Cancellation takes effect at the end of the current billing period, and fees already paid are not refunded.

10.3 By us. (a) We may terminate or close your account or any plan at any time, with or without cause, on notice to you, with effect from the end of your current billing period. Where your billing period is longer than one month, we may instead terminate on thirty (30) days’ notice and refund the prepaid fees for the unused part of the period. (b) Without limiting (a), we may terminate immediately where you breach these Terms or the AUP, where fees remain unpaid as described in clause 6.5, or where you become insolvent. (c) Except as stated in (a), and to the extent permitted by law, fees already paid are not refunded on termination under this clause. Each of (a), (b) and (c) operates separately.

10.4 On termination, your right to use the Services ends and you must pay any fees accrued to the date of termination. Termination does not affect rights accrued before it. We retain account and billing records for as long as required for our financial, tax and legal obligations, up to seven (7) years. We delete other account data within ninety (90) days of closure. Export any of Your Content that you need before closing your account; except as the DPA requires, we have no obligation to retain, return or export Your Content after closure. Stored content is handled as described in the applicable Schedule.

10.5 Clauses 5.2, 5.3, 5.7, 6, 7.2, 8.4, 10.4, 11, 12, 13 and 16, and any other provision that by its nature should survive, including every limitation of remedy or liability, survive termination.

11.1 Each party warrants that it has the authority to enter into these Terms.

11.2 To the fullest extent permitted by law, and except for clause 11.1 and any SLA that applies to your paid plan, the Services are provided “as is” and “as available”. We disclaim all warranties, conditions and representations, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranty that the Services will be uninterrupted or error-free.

11.3 Except as provided in an SLA that applies to your plan, we are not responsible for failures or delays caused by networks, infrastructure or third-party providers outside our control, or by your equipment, software, network or configuration.

12.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, data, business opportunity or goodwill, however caused, whether or not foreseeable and whether or not advised of the possibility.

12.2 Subject to clause 7.2, our total aggregate liability, together with that of our affiliates, officers, directors, employees and contractors, arising out of or relating to these Terms and the Services, whether in contract, tort (including negligence), misrepresentation (other than fraudulent) or otherwise, is limited to the greater of (a) CAD $100 and (b) the fees you paid us in the three (3) months immediately before the first event giving rise to the claim. In any event, that liability does not exceed CAD $1,000. The two preceding sentences operate separately, and if the second is held unenforceable the first continues to apply. Fees paid in another currency are converted at the Bank of Canada rate on the date of that event.

12.3 Clauses 7.2, 11, 12.1 and 12.2 do not limit or exclude liability for fraud, fraudulent misrepresentation or wilful misconduct, your obligation to pay fees, your obligations under clause 13, or any liability that cannot be limited or excluded by law. Service credits under an SLA are governed by the SLA and are not subject to, and do not count towards, clause 12.2. Clauses 11 and 12 apply to liability arising under the DPA. Each of clauses 7.2, 11, 12.1 and 12.2 operates separately; if one is unenforceable, the others still apply.

12.4 These limitations apply even if a limited remedy fails of its essential purpose. They reflect the allocation of risk on which the pricing of the Services is based, and clauses 11 and 12 benefit, and may be relied on by, our affiliates, officers, directors, employees and contractors. If you require different terms, you may ask us for a signed agreement.

13.1 You will defend, indemnify and hold harmless Metered and its officers, directors, employees and contractors from any third-party claim, and the resulting damages finally awarded or agreed in settlement, costs and reasonable legal fees, arising from (a) Your Content, (b) your or your end users’ use of the Services in breach of these Terms, the AUP or applicable law, or (c) your breach of clause 2 or clause 5.5.

13.2 We will notify you promptly of any such claim; late notice relieves you only to the extent you are prejudiced by it. You will assume the defence within fifteen (15) days of notice, failing which we may defend the claim at your expense. We may participate in the defence with our own counsel, and you will give us reasonable cooperation at your expense. You may not settle a claim in a way that imposes any liability, obligation or admission on us without our consent.

14.1 We may identify you as a customer, and use your name and logo for that purpose, on our website and in marketing materials. You may withdraw this permission at any time by emailing legal@metered.ca, and we will stop further use within a reasonable period.

15.1 We may update these Terms, the AUP and the other documents that form part of them by posting the updated version at metered.ca/terms or the relevant page.

15.2 Where a change materially reduces your rights or increases your obligations, we will give at least thirty (30) days’ notice to the email address on your account, and the change takes effect from your next billing period after the notice period ends. Other changes take effect when posted. Your continued use of the Services after a change takes effect constitutes acceptance of it. If you do not agree, you must stop using the Services and close your account before the change takes effect. Fee changes and plan changes are governed by clauses 6.4 and 4.3.

15.3 Each version of these Terms carries a version number and effective date, and previous versions are available on request.

16.1 Governing law and jurisdiction. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. The courts of Ontario have exclusive jurisdiction, except that (a) either party may seek injunctive relief to protect its intellectual property or confidential information in any court of competent jurisdiction, and (b) we may bring proceedings to recover unpaid fees in any jurisdiction where you are located or have assets.

16.2 Class proceedings. To the extent permitted by law, you waive any right to participate in a class action against us or our affiliates, officers, directors or employees. This clause operates separately from clauses 12 and 16.1.

16.3 Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or to a successor to the business to which they relate, on notice to you.

16.4 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than payment obligations.

16.5 Notices. Notices are given by email. Notices to you are sent to the email address on your account and are deemed received the next business day. Notices to us must be sent to legal@metered.ca and are effective on receipt. A business day is a day other than a Saturday, Sunday or public holiday in Ontario.

16.6 Entire agreement and non-reliance. These Terms, with the documents they incorporate, are the entire agreement between you and us about the Services, and, subject to clause 1.4, supersede any prior terms. Terms in any purchase order, vendor form or other document you send us do not apply. You have not relied on any statement not set out in these Terms. Published uptime and performance figures are targets, not commitments, except as stated in an SLA that applies to your plan. Amendments are made only under clause 15 or in a written agreement signed by an authorised representative of Metered.

16.7 Severability and waiver. If any provision is unenforceable it will be limited to the minimum extent necessary or severed, and the rest remains in force. Failure to enforce a provision is not a waiver of it.

16.8 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship. No third party, including your end users, has any right under these Terms, except the persons indemnified under clause 13, the persons entitled to rely on clauses 11 and 12 under clause 12.4, and the persons protected by clause 16.2.

16.9 Intellectual property. We and our licensors own all rights in the Services, the Documentation and our trademarks. No rights are granted except as expressly stated in these Terms. You may not use our name or marks without our permission except to identify the Services truthfully.

16.10 Interpretation. Headings are for convenience only. These Terms are to be construed as if drafted jointly, and no presumption arises against either party as drafter. A breach of clauses 3.2, 4.2 or 16.9 may cause us irreparable harm, and we may seek injunctive relief for it without posting a bond.

S1.1 What it is. The Relay Service relays real-time media and data between your endpoints when a direct connection is not possible, using the STUN and TURN protocols. You integrate it by configuring your applications with credentials issued through your account or through our credential API.

S1.2 Media. We relay media as received, and do not inspect, store or record it. Where media is encrypted end to end, we hold no keys to it and cannot decrypt it. For relayed media, the licence in clause 5.2 extends only to transmitting it in the form received.

S1.3 Connection metadata. To operate the Relay Service we process connection metadata, including the IP addresses of connecting endpoints. We retain it for thirty (30) days for abuse prevention, security and troubleshooting. Usage records derived from it are retained as needed for billing.

S1.4 Credentials. Credentials issued for the Relay Service authenticate your application, not your end users. You are responsible for how you distribute them to your endpoints. Time-limited credentials issued through the credential API are recommended for use in end-user applications.

S1.5 STUN. STUN is provided on a best-effort basis and is not covered by any SLA.

S1.6 Usage. Usage is measured by us as the total data relayed, ingress plus egress, per billing period. One terabyte means 1,000 gigabytes. Included usage resets each billing period and does not carry over. Usage above the included volume is charged under clause 6.2.

S1.7 Availability. Where your plan includes an SLA, it applies to the Relay Service only, as described in the SLA. It does not cover STUN, the dashboard, the credential API or any other interface.

S1.8 Fair use. We may apply rate limits, connection limits and fair-use thresholds to the Relay Service, and may throttle or restrict usage that we reasonably determine places an unreasonable burden on it or degrades it for other customers. We may notify you where practicable. Usage restricted under this clause does not constitute downtime under any SLA.

S2.1 What they are. The Video Services provide real-time video and audio sessions between participants through our media servers, together with related features described in the Documentation, which may include recording, composition, live streaming to third-party destinations, and delivery of recorded or streamed content.

S2.2 Content. Unlike the Relay Service, the Video Services process the content of sessions in order to provide them: our media servers receive, route, and where you enable those features, compose, record, store and deliver session content. The licence in clause 5.2 covers this processing. We do not view, listen to or analyse session content except as required to provide the Video Services, for security and abuse prevention, or as required by law.

S2.3 Recordings. Where you enable recording, recordings are stored in cloud object storage on your behalf, with the sub-processors and in the locations listed in the DPA, until you delete them or your account is closed. You control access to and deletion of recordings as described in the Documentation. Download any recordings you need before closing your account; we do not retrieve them afterwards. On account closure, recordings are deleted within ninety (90) days.

S2.4 Your responsibilities. You are responsible for obtaining any consents required by law from participants for the recording, composition or streaming of sessions, for complying with laws on recording and interception in every jurisdiction in which your participants are located, and for the rights in any content streamed to third-party destinations. Third-party destinations are subject to their own terms.

S2.5 Usage and fees. The Video Services are billed on usage, as described on the pricing page and in the Documentation, and charges are deducted from the prepaid usage balance under clause 6.2. If the balance is exhausted, access to the Video Services, other than access to download or delete stored recordings, stops until it is restored.

S2.6 Availability. No SLA applies to the Video Services unless a written agreement signed by Metered states otherwise.