Metigy Website Terms & Conditions

Overview

1.1 General

Thank you for accessing www.metigy.com and all associated features, content and software applications (the Website). Please read these terms and conditions (the Website Terms) before using the Website. The Website is provided by Metigy Pty Ltd ACN 617 973 270 and its related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)) (together referred to as Metigy). This Website includes:

(together, the Services). Any new features, tools, products or services which are added to the Website from time to time shall also form part of the Services and be subject to these Website Terms.

1.2 Privacy Policy

Metigy has a privacy policy which forms part of these Website Terms, available at https://metigy.com/privacy-policy/ (the Privacy Policy). The Privacy Policy sets out the information which Metigy may gather about you through your use of the Website and the ways in which Metigy will or may use that information. Please review our Privacy Policy before accepting these Website Terms.

1.3 Application of Website Terms

These Website Terms govern your use of the Website and the Services, including if you have registered an account with us through the Metigy Website (a Metigy Account).

By: 

1. accessing and using the Website;
2. signing up for a Metigy Account; and/or
3. using any of the Services,

you agree to be bound by these Website Terms. If you do not accept these Website Terms, you must not use the Website. 

1.4 Modification of Website Terms

We may change these Website Terms in accordance with clause 10 of the Metigy Standard Terms from time to time and we will use reasonable endeavours to bring this to your attention when we do. Since you are bound by these Website Terms, you should review them periodically. Your continued use of the Website following any change to these Website Terms will be deemed acceptance of any updated Website Terms.

1.5 Third party terms

Certain sections of the Website may also contain additional terms and conditions (for example, in connection with certain Metigy products and services or third party products), which may apply to your specific use of those sections. Please review these wherever they appear. 

To the extent that there are any inconsistencies between these Website Terms and any additional terms and conditions on the Metigy Website, the additional terms and conditions will prevail to the extent of the inconsistency.

2. Contents 

These Website Terms contain the following sections: 

• This INTRODUCTION – applicable to all users;
• METIGY STANDARD TERMS – applicable to all users;
• SUBSCRIPTION SERVICES TERMS – applicable to users who sign up for a Metigy Account and a Subscription Plan;
• CREATIVE SERVICES TERMS – applicable to users who sign up for a Creative Services Plan; and
• MOBILE APPLICATION END-USER LICENCE – applicable to users who download and use the Metigy Mobile App.

3. Contact us

If you have any questions about these Website Terms, please contact Metigy at:

METIGY STANDARD TERMS

1 Use of the Website

1.1 General terms of use of Website and Services

1.2 General disclaimer

1. To the maximum extent permitted by law, Metigy disclaims any and all liability related to, or arising out of, use of any of the information, personal or otherwise, made available via the Website.
2. Whilst every attempt has been made to ensure the accuracy of the information specified within the Website, Metigy does not give any warranty (express or implied) of reliability, accuracy, currency or completeness of any of the information supplied nor does it accept any responsibility for loss, claim or damage which the recipient or any third party may suffer in any way (including by reason of negligence) as a result of any errors or omissions in the information provided (subject to any liability which cannot be excluded by law).
3. Information on the Website may also include certain statements, estimates and projections with respect to anticipated future performance or events. Any such statements, estimates and projections are given as opinions only and reflect various assumptions by Metigy which may or may not prove to be correct. No representations or warranties are made as to the validity of those assumptions or the accuracy of those statements, estimates or projections.

1.3 Your obligations

When using the Website and/or the Services you agree not to:

1. use the Website and/or the Services in a way that violates, or that may violate, any law or regulation;
2. use the Website and/or the Services in a way that may cause Metigy to be in violation of any law or regulation;
3. use the Website and/or the Services in a way that reflects unfavourably on Metigy or any other third party;
4. be abusive, defamatory, discriminatory, hateful, obscene, vulgar, offensive, threatening or otherwise objectionable;
5. harass, stalk or otherwise subject any other person to unwanted or inappropriate contact or communication;
6. send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes;
7. collect information about other users of the Website and/or the Services for any purpose other than as expressly authorised by us;
8. take any action that imposes an unreasonable burden on the Website’s infrastructure;
9. distribute a data mining robot or other extraction tool, or meta tag or mirror the Website; or
10. distribute a computer virus or any similar program or code that may disrupt or disable the Website and/or the Services.

1.4 Communication tools

While using the Website and/or the Services you may be given the opportunity to enter or provide information or content (Your Content). Your Content may be entered onto the Website through the use of electronic bulletin boards, chat rooms and other communication facilities which provide feedback to Metigy, and which facilitate communications between users and other electronic messaging and notice services (the Communication Tools). 

It is a condition of your use of any Communication Tool that you ensure Your Content and any information you provide in relation to your use of the Website and/or the Services:

1. is not fraudulent; 
2. does not infringe any third party’s copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy; 
3. does not violate any law, statute or regulation, and does not constitute or encourage conduct that would constitute a criminal offence; 
4. is not defamatory, libellous, unlawfully threatening or unlawfully harassing; 
5. is not harmful, threatening, abusive, hateful, obscene, vulgar, pornographic, profane or indecent or otherwise contrary to any law; 
6. does not in any way impinge on another user’s use or enjoyment of the Website; and 
7. does not contain any computer viruses or other harmful component. 

To enable us to lawfully use Your Content, you agree to grant Metigy a perpetual, non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright (but no other rights) you have in Your Content, in all media now known or not currently known, with respect to Your Content. You also agree to the extent permitted by law, to waive in Metigy’s favour any moral rights or similar rights you may have or may acquire in the future in Your Content.

Metigy will only use Your Content in accordance with these Website Terms.

Metigy may from time to time monitor or review the contents of its Communication Tools. Metigy reserves the right to edit, modify or delete any Content (in whole or part) on the Website and/or as part of the Services that it considers is objectionable in any way or potentially raises a liability for Metigy. However, Metigy is under no obligation to monitor any Communication Tool or to edit, modify or delete the Content on any Communication Tool.

1.5 Your acknowledgement

You acknowledge and agree that Metigy:

1. has no responsibility to review or investigate any rating, review, recommendation or resource featured on the Website. It is your responsibility to ensure that a recommendation is suitable for your purposes;
2. may terminate your ability to access or use the Website at any time in response to a breach of any of these Website Terms or in accordance with any other agreement Metigy may have with you; and
3. reserves the right to provide our services to your competitors and makes no promise of exclusivity whatsoever, including in any particular market segment.

2 Third party links

2.1 Links to third party websites

The Website may contain links to third party websites (Third Party Websites). Metigy does not endorse, or approve of the operators of Third Party Websites or the information, graphics and material on Third Party Websites (Third Party Material), has not reviewed any Third Party Website and accepts no responsibility for the content of any Third Party Website. Metigy accepts no responsibility or liability for any losses or penalties whatsoever that may be incurred as a result of you accessing any linked third party websites.

Subject to any applicable law which cannot be excluded, Metigy makes no warranties or representations:

1. regarding the quality, accuracy, merchantability or fitness of purpose of Third Party Material or products or services available through the Third Party Websites; 
2. that Third Party Material does not infringe the intellectual property rights of any person; or
3. that by linking this Website to the Third Party Material, Metigy is authorising the reproduction of Third Party Material. 

When you follow a link on the Website, material at a Third Party Website may be displayed in your browser framed by material on this Website. This material is also Third Party Material for the purposes of these Website Terms.

All offers to sell and statements relating to goods and services available on Third Party Websites are the responsibility of and given by the Third Party Website operators. Insofar as such offers and statements are made on the Website, such offers and statements are made by Metigy on behalf of the Third Party Website operators. Metigy expressly disclaims acting in any other respect on behalf of Third Party Website operators.

2.2 Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement without our prior written approval.

We reserve the right to withdraw linking permission without notice. If you wish to link to or make any use of content on our site other than that set out above, please contact us using the details set out at the end of these Website Terms.

2.3 Electronic messages

We may send you electronic messages from time to time in the form of emails. We send these emails to keep you updated with the latest developments made on the Website and to assist with product functionality. If at any time you decide you do not want to receive these messages you can choose to opt-out of those messages by using the ‘opt-out’ function contained in those messages or by contacting us via the contact details at the bottom of these Website Terms. For more information, please read our Privacy Policy.

4 Intellectual property

4.1 Metigy intellectual property

The Website and the Services, including any text, graphics, photographs, logos, trade marks and other material located on it (together, the Website Content and noting that Website Content does not include your Materials, as that term is defined below) is protected by copyrights, trademarks and other proprietary rights. The Website Content includes both content owned or controlled by Metigy and content owned or controlled by third parties.

You may not use any of Metigy’s trade marks or trade names without Metigy’s consent and you acknowledge that you have no ownership rights in or to any of those names and marks. You may not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Metigy or Metigy trademarks and/or variations and misspellings thereof.

You acquire no rights or licences in or to the Website or the content of the Website or the Services other than a limited right to use the Website and the Services in accordance with these Website Terms.

Unless specified otherwise in these Website Terms, you may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to create derivative works from, transmit, or in any other way exploit any part of the Website or the Services.

4.2 Third party materials

You may not use any third party’s trade marks or trade names contained on the Website without the consent of that third party and you acknowledge that you have no ownership rights in or to any of those names and marks.

You agree to notify Metigy in writing promptly upon becoming aware of any unauthorised use of the Website or the Website Content by any party or of any claim that the Website or the Website Content infringes any copyright, trade marks, or other right of any party.

4.3 Your intellectual property

You agree to provide Metigy with a worldwide, royalty-free, perpetual, irrevocable, non-exclusive and sub-licensable (through multiple tiers) right and licence to access, use, reproduce, distribute, transmit, perform, display (publicly or otherwise), adapt, make derivative works of, and otherwise commercialise and exploit, any and all information, including materials, images, documents and text (together, the Materials) uploaded or published by you on the Website for any purposes in connection to the Services (the Materials Licence). For clarity, the Materials exclude any and all other Website Content.

Subject to you granting the Materials Licence, Metigy does not claim any intellectual property rights over the Materials you provide to Metigy or upload onto the Website. All Materials you upload to the Website remains yours unless otherwise provided for in these Website Terms. You can remove your Materials from the Website at any time by deleting your Account.

4.4 Your data

In addition to the Materials Licence, you agree to provide Metigy with a worldwide, royalty-free, perpetual, irrevocable, non-exclusive and sub-licensable (through multiple tiers) right and licence to use all data and information (in whatever form or medium such data or information may exist) generated through your use of the Website and the Services in connection with Metigy’s assessment, development and improvement of the Website and the Services.

5 Limitation of liability

To the maximum extent permitted by law, Metigy disclaims all representations, guarantees or warranties, express or implied, including, but not limited to: 

1. the completeness, accuracy, reliability, suitability or availability with respect to the Website or the Website Content or the Services; 
2. that the Website, the Website Content and the Services will be free of errors, or that defects will be corrected; 
3. that your access to the Website or the Services will be uninterrupted, secure or error free; 
4. that the Website and the Services are free of viruses or any other harmful components; and 
5. the quality, accuracy, or fitness for purpose of any Third Party Websites, or Third Party Material.

To the maximum extent permitted by law, Metigy and its directors, employees and agents, are not liable to you for any indirect, incidental, consequential, special, exemplary or punitive damages or loss of any kind (including consequential loss, loss of profits, business opportunity or damage to good will) or any loss, destruction or corruption of data howsoever caused, whether in contract, tort including negligence, statute or otherwise arising in connection with the Website or the Website Content.

Nothing in these Terms is intended to exclude, restrict or modify rights which you may have under any law (including in Australia, the Australian Consumer Law) which may not be excluded, restricted or modified by these Terms. If these Terms are governed by the Australian Consumer Law, our liability to you for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment for such re-supply.

Liability of Metigy for breach of a condition or warranty implied by law, and which cannot be excluded, is limited to the extent possible at Metigy’s option, to supply the Website and services you subscribe to again or return to you any payment for services which have not been provided to you.

You are responsible for your use of the Website, including any information you make available through the Website.

6 Indemnity

You agree to fully indemnify Metigy and its subsidiaries, employees and agents, harmless from and against any claim, action, demand, loss, liabilities or damages, expenses, including without limitation, reasonable legal and accounting fees, howsoever caused, or suffered as a result of:

1. your breach of these Website Terms or your use of the Website;
2. a recommendation, comment, or any other content uploaded by you to the Website;
3. a recommendation, comment, or any other content uploaded by you through the Website; or
4. a claim relating to any loss, damage, death or personal injury caused by or relating to information obtained by you from the Website.
5. Privacy

7 Privacy

All personal information Metigy collects from you will be handled in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy.

Termination

These Website Terms (and the agreement constituted by your use of the Website) and your access to the Website may be terminated at any time by Metigy without notice where Metigy has reasonable concerns as to the manner in which you are using the Website (including where there are reasonable concerns that you have breached any provision of these Website Terms or you have infringed the rights of any third party). All restrictions, any licences granted by you and all disclaimers and limitations of liability by Metigy in these Website Terms will survive termination, however you will no longer be authorised to access the Website.

9 Acceptance

1. You acknowledge and accept that your use of the Website indicates your acceptance of these Terms and Conditions. 
2. These are the current Website Terms. They replace any other Website Terms for the Website published on the Website to date. Metigy may at any time vary the Terms by publishing the varied Terms on the Website. You accept that by doing this, Metigy has provided you with sufficient notice of the variation, however Metigy will also use reasonable efforts to advise you of any pending or actual variation. If you do not agree to any variation to these Website Terms, you should immediately cease using the Website.

10 Entire agreement

Unless agreed otherwise in writing, these Website Terms state all the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

11 Waiver

Neither party may rely on the words or conduct of the other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

12 Invalidity and enforceability

If any provision of these Website Terms is invalid under the law of any jurisdiction, the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

13 Applicable law

These Website Terms are governed by the laws of New South Wales, Australia. Both you and Metigy submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

14 Version of Metigy Standard Terms

SUBSCRIPTION SERVICES TERMS

Creating and maintaining a Metigy Account

Eligibility to create a Metigy Account

You must be 18 years or older to create a Metigy Account. 

1.2 Creating a Metigy Account

1. To access and use the Subscription Services (defined below), you must register for a Metigy Account by providing your full legal name, country, email address and other personal or business information required. In order to subscribe to the Website your personal details must be entered into the Website. If you subscribe to a paid Subscription Plan (defined below) you also need to enter your details for payment. Metigy may reject your application for a Metigy Account, or cancel an existing Metigy Account, for any reason, in our sole discretion.
2. Metigy may reject your application for a Metigy Account, or cancel an existing Metigy Account, for any reason, in our sole discretion.
3. You acknowledge that Metigy will use the email address you provide on opening a Metigy Account or as updated by you from time to time as the primary method for communication with you. 

1.3 Maintaining a Metigy Account and Security

1. Upon signing up to become a user of Metigy, you will be given a username and password that will uniquely identify you. You are responsible for keeping your password secure. You agree to use your best efforts to prevent any third person from using your password and you will inform Metigy immediately in writing of any actual or potential unauthorised use of your password. If you lose your password or if it is disclosed, please contact Metigy at contact@metigy.com. Metigy cannot and will not be liable for any loss or damage from your failure to maintain the security of your Metigy Account and password.
2. You also agree not to take any action to circumvent or attempt to circumvent the security and access control provisions of the Website.
3. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Website Terms.
4. In the event of a dispute regarding Metigy Account ownership, we reserve the right to request documentation to determine or confirm Metigy Account ownership. Metigy retains the right to determine, in its sole judgment, rightful Metigy Account ownership and transfer a Metigy Account to the rightful owner. If we are unable to reasonably determine the rightful owner, without prejudice to our other rights and remedies, Metigy reserves the right to temporarily or permanently disable a Metigy Account.

2 Subscription Plans

2.1 General

1. Metigy provides the Website free of charge. You may create a Metigy Account and sign up, upgrade or downgrade to one of the Metigy Subscription Plans (each a Subscription Plan) at any time. For the avoidance of doubt, the free Subscription Plan is a Subscription Plan under this clause. 
2. When signing up to a Subscription Plan the Website outlines which Services are available to you and the Services included in the relevant Subscription Plan (the Subscription Services). You agree to any applicable terms and conditions of those Subscription Services provided to you when you create a Metigy Account and subscribe to the relevant Subscription Plan.
3. Each Subscription Plan will renew automatically at the end of the applicable term and we will automatically bill you on renewal unless you cancel or downgrade your Subscription Plan in accordance with clause 2.3 below.
4. A breach or violation of any term in the Website Terms, as determined in the sole discretion of Metigy may result in an immediate termination of your Subscription Services.

2.2 Modifications to Subscription Plans 

Metigy reserves the right at any time, and from time to time, to modify or discontinue, the Subscription Services or the Subscription Plans (or any part thereof) with or without notice (unless otherwise required by applicable law), including, without limitation, ceasing to offer any Subscription Plans free of charge. 

2.3 Fees

1. You will pay the fees applicable to your Subscription Plan and any and all other fees provided for, and applicable to you in relation to the Subscription Plan (together the Subscription Fees), in accordance with these Website Terms. Your right to access and use the Subscription Services for which we charge a subscription fee is conditional in all respects on payment of the Subscription Fees.
2. Unless provided otherwise, all Subscription Fees are to be made through the Website.
3. Provided payment has been successfully processed, a tax receipt will be made available for you to download. In order for Metigy to deliver you a tax receipt, you will need to provide Metigy with your email address. Metigy will not provide you with a tax receipt until payment has been processed and actually received by Metigy.
4. Metigy is not responsible for any interruption to or failure in any communication or processes, however caused, which results in an order, or in any payment or payment details not being received or processed by Metigy. A payment will be regarded as received when Metigy is able to credit or transfer the amount required into its designated bank account.
5. You must keep a valid payment method on file with us to pay for all incurred and recurring Subscription Fees. Metigy will charge applicable Subscription Fees to any valid payment method that you authorize (Authorized Payment Method), and Metigy will continue to charge the Authorized Payment Method for applicable Subscription Fees until the Subscription Services are terminated, and any and all outstanding Subscription Fees have been paid in full. Unless otherwise indicated, all Subscription Fees and other charges are in US dollars, and all payments shall be in US currency.
6. Subscription Fees are paid in advance and will be billed in one month intervals, unless otherwise agreed in writing between you and Metigy. If we are not able to process payment of Subscription Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Metigy Account and the Subscription Services. Your Metigy Account will be reactivated upon your payment of any outstanding Subscription Fees. 
7. The Subscription Fees payable under each Subscription Plan option made available by Metigy from time to time: 
   1. will, where not set out on the Website, be the Subscription Fees agreed between you and Metigy; and 
   2. may be modified on 30 days’ notice to you from Metigy.

2.4 Taxes

Any and all Subscription Fees expressed as being payable pursuant to these Website Terms and/or in relation to the Services are inclusive of any applicable taxes.

2.5 Free trials

If you sign up for a free trial of a paid Subscription Service, we may require you to provide an Authorized Payment Method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a free Subscription Service before the end of the free-trial period.

2.6 Refunds

Metigy does not provide refunds other than as required by law.

2.7 Termination

1. A Subscription Plan will terminate at the end of the relevant subscription period if Subscription Fees are not paid, in accordance with clause 2.3(f).
   1. Without limiting Metigy’s termination rights under clause 10 of the Metigy Standard Terms, Metigy may terminate your Metigy Account and your right to access the Services at any time, with or without notice, if you:
      1. use the Subscription Services using fraudulent personal details, identification or payment details, or otherwise misrepresent your identity to Metigy;
      2. misuse your login and password, including by allowing unauthorised users to access your Metigy Account and the Services provided to you through your Subscription;
      3. infringe the intellectual property rights of any person; or
      4. use the Services in breach of these Website Terms or any applicable law.

3 Beta Services

1. From time to time, Metigy may invite you to try new services, optionality or functionality that is not generally available to users as part of the Services (Beta Services) at no charge. You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes only and not for production use, are not considered “Services” under these Website Terms, are not supported, and may be subject to additional terms. 
2. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. 
3. Metigy may discontinue Beta Services at any time at its sole discretion and may never make them generally available. Metigy will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4 Third Party Services

4.1 General

1. Certain Metigy Services rely on or interact with third party services that are not provided by Metigy but that you may access or use in connection with the Services (Third Party Services). These Third Party Services include:
1. the Google Ads platform; 
2. social networking sites (including Youtube, Twitter, Facebook, LinkedIn and Instagram), (the Social Networks); and
3. image libraries (Unsplash) and Gif libraries (Giphy). 
2. Where our Services interact with Third Party Services, they depend on the availability of those Third Party Services and the features and functionality the Third Party Services make available through us. We do not control the availability, features and functionality of these Third Party Services and they may change without notice and your use of these Third Party Services will be subject to a separate agreement as referred to below. If at any time a Third Party Service stops making some or all of its features or functionality available through us, or available through us on reasonable terms as determined by Metigy in its sole discretion (each an API Change), we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change. Finally, nothing in this paragraph limits any of the following terms.
3. If you access or purchase a Third Party Service through our Services, you do so at your own risk. Your relationship with the Third Party Service provider is an agreement between you and them. You specifically understand that we are not responsible for Third Party Services and will not be liable to you or any third party for any losses or damages resulting from your use of Third-Party Services.
4. If you access or enable a Third Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third Party Service. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third Party Service.
5. By accessing and using a Third Party Service through the Metigy Website or as part of the provision of the Metigy Services, for example by:
   1. publishing a Google Ad through Metigy Services;
   2. publishing your content from the Website to a Social Network;
   3. accessing the Metigy free Media Library; or
   4. using Metigy’s image editing Services,

you agree that Metigy makes no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements or transactions with, any Third Party Services. You must comply with all agreements and other legal requirements that apply to Third Party Services.

4.2 Third Party Services Terms & Conditions

The following terms and conditions for Third Party Services may apply to you, depending on your use of the Metigy Services. 

This is not an exhaustive list of all the agreements and other legal requirements that apply to Third Party Services. Metigy makes no warranty or representation that the below list is accurate, complete or up to date. 

4.3 Advertising Platform Ads

1. The Services available to you may include allowing you to create and manage paid content (Paid Ads Services) on Google Ads, certain Social Networks or any other third party advertising platforms (together Advertising Platforms).
2. It is a condition of the Paid Ads Services that you have an advertising account with the relevant Advertising Platform.
3. You agree that we may receive payments from the Advertising Platforms based on your ad spend, pursuant to our agreements with the Advertising Platforms.
4. In addition to the payment of your Fees to Metigy, you remain responsible at all times for paying the relevant Advertising Platform directly for any ads purchased through the Paid Ads Services.

   5 General

   5.1 Inconsistency

   In the event of any inconsistencies between these Subscription Services Terms and the Metigy Standard Terms, these Subscription Services Terms will prevail to the extent of the inconsistency.

   5.2 Version of Subscription Services Terms

   Version	Date Adopted	Date of Next Review
   1.0	1 December 2021	1 December 2022 or as otherwise required due to changes of law

   CREATIVE SERVICES TERMS

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   1 Creative Services Plans

   1.1 General

   1. Metigy may, from time to time, offer creative services as part of the Services (for example, graphic design, video, copywriting and website build services) (the Creative Services).
   2. You may sign up to, upgrade or downgrade to one of the Metigy Creative Services Plans (each a Creative Services Plan) at any time. 
   3. When signing up to a Creative Services Plan, the Website outlines which Creative Services are available to you and the Creative Services included in the relevant Creative Services Plan. You agree to any applicable terms and conditions of those Creative Services (including these Website Terms) provided to you when you subscribe to the relevant Creative Services Plan.
   4. Each Creative Services Plan will renew automatically at the end of the applicable term and we will automatically bill you on renewal unless you cancel or downgrade your Creative Services Plan in accordance with clause 2.3 below.
   5. A breach or violation of any term in the Website Terms, as determined in the sole discretion of Metigy may result in an immediate termination of your Creative Services.

1.2 Modifications to Creative Services Plans 

Metigy reserves the right at any time, and from time to time, to modify or discontinue, the Creative Services or the Creative Services Plans (or any part thereof) with or without notice (unless otherwise required by applicable law), including, without limitation, ceasing to offer any Creative Services Plans free of charge. 

1.3 Fees

1. You will pay the fees applicable to your Creative Services Plan(s) and any and all other fees provided for, and applicable to you in relation to a Creative Services Plan (together the Creative Services Fees), in accordance with these Website Terms. Your right to access and use the Creative Services is conditional in all respects on payment of the Creative Services Fees.
2. Unless provided otherwise, all Creative Services Fees are to be made through the Website.
3. Provided payment has been successfully processed, a tax receipt will be made available for you to download. In order for Metigy to deliver you a tax receipt, you will need to provide Metigy with your email address. Metigy will not provide you with a tax receipt until payment has been processed and actually received by Metigy.
4. Metigy is not responsible for any interruption to or failure in any communication or processes, however caused, which results in an order, or in any payment or payment details not being received or processed by Metigy. A payment will be regarded as received when Metigy is able to credit or transfer the amount required into its designated bank account.
5. You must keep a valid payment method on file with us to pay for all incurred and recurring Creative Services Fees. Metigy will charge applicable Creative Services Fees to any valid payment method that you authorize (Authorized Payment Method), and Metigy will continue to charge the Authorized Payment Method for applicable Creative Services Fees until the Creative Services are terminated, and any and all outstanding Creative Services Fees have been paid in full. Unless otherwise indicated, all Creative Services Fees and other charges are in US dollars, and all payments shall be in US currency.
6. Creative Services Fees are paid in advance and will be billed in one month intervals. If we are not able to process payment of the Creative Services Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Metigy Account and/or the Creative Services. Your Metigy Account will be reactivated upon your payment of any outstanding Creative Services Fees. 
7. The Creative Services Fees payable under each Creative Services Plan option made available by Metigy from time to time: 
   1. will, where not set out on the Website, be the Creative Services Fees agreed between you and Metigy; and 
   2. may be modified on 30 days’ notice to you from Metigy.

1.4 Taxes

Any and all Creative Services Fees expressed as being payable pursuant to these Website Terms and/or in relation to the Creative Services are inclusive of any applicable taxes.

1.5 Free trials

If you sign up for a free trial of a Creative Service, we may require you to provide an Authorized Payment Method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a free Creative Service before the end of the free-trial period.

1.6 Refunds

Metigy does not provide refunds other than as required by law.

1.7Termination

1. A Creative Services Plan will terminate at the end of the relevant subscription period if Creative Services Fees are not paid, in accordance with clause 2.3(f).
2. Without limiting Metigy’s termination rights under clause 10 of the Metigy Standard Terms, Metigy may terminate your Metigy Account and your right to access the Creative Services at any time, with or without notice, if you:
   1. use the Creative Services using fraudulent personal details, identification or payment details, or otherwise misrepresent your identity to Metigy;
   2. misuse your login and password, including by allowing unauthorised users to access your Metigy Account and the Creative Services provided to you through your Creative Services Plan;
   3. infringe the intellectual property rights of any person; or
   4. use the Creative Services in breach of these Website Terms or any applicable law.

2 Special Terms for Graphic Design Services

1. This clause 2 applies if you subscribe for a Graphic Design Services Plan.
2. In addition to these Website Terms you must also comply with the terms and conditions available at https://www.graphikerondemand.com/terms-and-conditions/. 
3. As part of the Graphic Design Services Plan you may receive professionally created graphic design materials (each a Design) tailored to your design brief (a Brief). It is a condition of your use of the Graphic Design Services that you ensure that any files, materials, images, logos or other information (the Design Materials) provided by you as part of a Brief:
   1. are not fraudulent;
   2. do not infringe the intellectual property rights of any person;
   3. are owned by you or you are lawfully authorised to use the Design Materials for the purpose of producing and distributing the Designs;
   4. do not violate any law, statute or regulation, and does not constitute or encourage conduct that would constitute a criminal offence; 
   5. are not defamatory, libellous, unlawfully threatening or unlawfully harassing; 
   6. are not harmful, threatening, abusive, hateful, obscene, vulgar, pornographic, profane or indecent or otherwise contrary to any law; and
   7. do not contain any computer viruses or other harmful component.
4. You shall indemnity Metigy to the fullest extent permitted by law for any breach of this clause 2. 
5. For the purpose of clause 4.3 of the Metigy Standard Terms, you agree to also grant a Licence in respect of the Design Materials to Metigy and any third parties and contractors engaged by Metigy from time to time for the purpose of the delivery of the Video Creative Services.

3 Special Terms for Video Creative Services

1. This clause 3 applies if you subscribe for a Video Creative Services Plan.
2. In addition to these Website Terms you must also comply with the terms and conditions available at https://www.binumi.com/index/term-of-use#storyblocksEndUser.
3. As part of the Video Creative Services Plan you may receive professionally created videos (each a Video) tailored to your design brief (a Brief). It is a condition of your use of the Video Creative Services that you ensure that any files, materials, images, videos, audio files, logos or other information (the Video Materials) provided by you as part of a Brief:
   1. are not fraudulent;
   2. do not infringe the intellectual property rights of any person;
   3. are owned by you or you are lawfully authorised to use the Video Materials for the purpose of producing and distributing the Video;
   4. do not violate any law, statute or regulation, and does not constitute or encourage conduct that would constitute a criminal offence; 
   5. are not defamatory, libellous, unlawfully threatening or unlawfully harassing; 
   6. are not harmful, threatening, abusive, hateful, obscene, vulgar, pornographic, profane or indecent or otherwise contrary to any law; and
   7. do not contain any computer viruses or other harmful component. 
4. You undertake and warrant not to:
   1. deconstruct finished Videos; 
   2. use or reuse individual clips included within a finished Video;
   3. sell finished Videos; or 
   4. use finished Videos other than for legitimate digital marketing purposes or other reasonable uses associated with the promotion of your business. 
5. You shall indemnity Metigy to the fullest extent permitted by law for any breach of this clause 3. 
6. For the purpose of clause 4.3 of the Metigy Standard Terms, you agree to also grant a Licence in respect of the Video Materials to Metigy and any third parties and contractors engaged by Metigy from time to time for the purpose of the delivery of the Video Creative Services. 

4 General

4.1 Inconsistency

In the event of any inconsistencies between these Creative Services Terms and the Metigy Standard Terms, these Creative Services Terms will prevail to the extent of the inconsistency.

4.2 Version of Creative Services Terms

MOBILE APPLICATION END-USER LICENCE

Mobile App EULA (Version 1.0)