Terms of Service

Last Updated: September 5, 2025

These terms of service (this “Agreement”) are between MetaCX, Inc d/b/a Metaimpact, a Delaware corporation (“Metaimpact”), and the person or entity agreeing to this Agreement (“Customer”), effective as of the earlier of the either (i) the date signed by Customer, or accepted through the Service, or (ii) Customer’s use of the Services.

USE OF SERVICE

Metaimpact provides its Customers access to and use of its Internet-based software service, including, without limitation, its features, functions, and user interface, as specified on an order (“Service”).

Rights to User Service

Subject to Customer’s compliance with this Agreement, Metaimpact grants Customer a limited, non-exclusive, non-transferable, revocable license during the Term to use the Service solely for Customer’s internal business use. Such access and use is expressly limited as set forth in the applicable Order. Customer’s rights in the Service will be limited to those expressly granted in this Section. Metaimpact and its licensors reserve all rights and licenses in and to the Services not expressly granted to Customer under this Agreement.

Customer Owned Data

All input data and content uploaded by Customer to the Service, and the generated output data and metrics (“Customer Data”), remains the property of Customer, as between Metaimpact and Customer. Customer grants Metaimpact the right to use the Customer Data solely for purposes of providing the Service and performing under this agreement.

Customer Responsibilities

Customer: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account; (iv) must notify Metaimpact promptly of any such unauthorized access; and (v) may use the Service only in accordance with the Service’s official documentation as provided by Metaimpact, and other Metaimpact technical documentation, and applicable law. Customer is responsible for its users’ (“Users”) use of the Service.

Service Restrictions

Customer acknowledges that the Service contains trade secrets of Metaimpact and its licensors, and, in order to protect such trade secrets and other interests that Metaimpact and its licensors may have in the Service, Customer may not, and Customer agrees not to directly or indirectly (nor shall it allow any third party to) (i) modify, reverse engineer, or attempt to hack or otherwise discover any source code or underlying code, ideas, or algorithms of the Service (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) sell, resell, license, sublicense, provide, lease, lend, use for timesharing, or service bureau purposes or otherwise use or allow others to use the Service for the benefit of any third party, (iii) use the Service, or allow the transfer, transmission, export, or re-export of the Service or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency, (iv) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights, (v) use the Service to store or transmit Malicious Code, (vi) access or use the Service in a way that circumvents a contractual usage limit, (vii) copy the Service or any part, feature, function or user interface thereof, (viii) access the Service in order to build a competitive product or service, or (ix) use the Service for any purpose other than as expressly licensed herein.

Third-Party Integrations

The Service interoperates with one or more third-party services (e.g. Salesforce, Auth0, and others) and depends on the continuing availability and access to such third-party service and any data or information interfaces (Third Party Integration). Customer must provide commercially reasonable cooperation with Metaimpact to assist Metaimpact in such integration.
If for any reason Metaimpact cannot access or use the applicable Third-Party Integration (including without limitation, change in terms or increase in fees charged by a third-party service provider, etc.), Metaimpact will not be able to provide that integration and Metaimpact is not liable for the lack of such access.

COLLABORATION

Collaborators. Customer may, through the Service, invite certain third-party collaborators (“Collaborator”) with limited rights to view certain output data sets and metrics, as controlled by Customer.
Contractor and Affiliate Access and Usage Rights. Customer may allow its contractors and majority owned affiliates (“Affiliates”) to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors and Affiliates.

TECHNICAL SUPPORT

Metaimpact will provide general break-fix technical support for the Service, and all enhancements, modifications, and upgrades that it provides for all other customers for no additional fee.

DISCLAIMER

METAIMPACT DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE METAIMPACT TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, METAIMPACT DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, USE MAY BE INTERRUPTED AND THAT THE SERVICE WILL CHANGE OVER TIME.

MUTUAL CONFIDENTIALITY

Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Metaimpact’s Confidential Information includes, without limitation, the Service, its user interface design and layout, and pricing information. Customer’s Confidential Information includes, without limitation, the Customer Data.

Protection of Confidential Information

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

Exclusions

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

DATA SECURITY MEASURES

Security Measures. In order to protect Customer’s Confidential Information, Metaimpact: (i) implements and maintains all reasonable security measures appropriate to the nature of the Confidential Information including, without limitation, technical, physical, administrative, and organizational controls, and will maintain the confidentiality, security, and integrity of such Confidential Information; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer’s Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of any safeguards in place to control these risks (collectively, Security Measures).
Notice of Data Breach. If Metaimpact knows that Customer Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement, Metaimpact will promptly alert Customer of any such data breach, and immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Metaimpact will give highest priority to immediately correcting any data breach, and will devote such resources as may be required to accomplish that goal. Metaimpact will provide Customer with all available information reasonably necessary to enable Customer to fully understand the nature and scope of the data breach. To the extent that Customer, in its sole reasonable discretion, deems warranted, Customer may provide notice to any or all parties affected by any data breach. In such case, Metaimpact will consult with Customer in a timely fashion regarding appropriate steps required to notify third parties. Metaimpact will provide Customer with information about what Metaimpact has done or plans to do to minimize any harmful effect of the unauthorized use or disclosure of, or access to, Confidential Information.
CCPA. To the extent that Metaimpact receives from Customer any “personal information” of any “consumer” (each as defined by the California Consumer Privacy Act of 2018 (the “CCPA”)), Metaimpact: (i) is a “service provider” to Company under the CCPA; (ii) may not retain, use or disclose the personal information for any purpose other than for the specific purpose set forth in this Agreement; and (iii) may not “sell” the personal information (as defined in the CCPA).

INTELLECTUAL PROPERTY

Reservation of Rights. The Service are the proprietary property of Metaimpact and its licensors, and all right, title, and interest in and to the Service, including all associated intellectual property rights, remain only with Metaimpact. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Metaimpact reserves all rights unless expressly granted in this agreement.

Restrictions

Customer may not: (i) resell, rent, or lease the Service or use it in a service-provider capacity, other than with Collaborators; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
Feedback. Metaimpact encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to Metaimpact’s services and related resources (“Feedback”). Metaimpact shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Service or any new programs, upgrades, modifications or enhancements developed by Metaimpact in connection with rendering the Service to Customer, even when refinements and improvements result from Customer’s feedback or request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Metaimpact by virtue of the Agreement or otherwise, Customer grants to Metaimpact a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of Feedback into the Service) without restriction.

Benchmark Data

Notwithstanding anything to the contrary in the Agreement, Customer authorizes and agrees that Metaimpact may collect Benchmark Data and such Benchmark Data shall be the property of Metaimpact. Metaimpact shall have the right to retain, use, distribute, sell, and otherwise exploit such Benchmark Data. “Benchmark Data” means statistical, system, usage, and configuration data regarding the Customer’s compliance with the Agreement and Customer’s usage of the Services, including, but not limited to, user engagement statistics, sales and conversion data, or remote application performance measurement, and provided that such data (i) does not specifically identify Customer or Collaborator and (ii) does not consist of any of Customer’s Confidential Information. Customer shall not consider such statistical or aggregate data part of its Confidential Information.

TERM AND TERMINATION

Term

This agreement continues until all orders have expired or are terminated for material breach under the “Mutual Termination for Material Breach” section.

Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 15-day notice/cure period, if the breach has not been cured.

Return Metaimpact Property Upon Termination

Upon termination of this agreement for any reason, Customer must destroy or return all property of Metaimpact. Upon Metaimpact’s request, Customer will confirm in writing its compliance with this destruction or return requirement.

Suspension for Violations of Law

Metaimpact may temporarily suspend the Service and/or remove the applicable Customer Data if it in good faith believes that, as part of using the Service, Customer has violated a law or the terms of this agreement. Metaimpact will attempt to contact Customer in advance.

LIABILITY LIMIT

Exclusion of Indirect Damages

TO THE MAXIMUM AMOUNT ALLOWED BY LAW, METAIMPACT IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

Total Limit on Liability

TO THE MAXIMUM AMOUNT ALLOWED BY LAW AND EXCEPT FOR METAIMPACT’S INDEMNITY OBLIGATIONS, METAIMPACT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE GREATER OF EITHER (I) $50,000 OR (II) THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING SENTENCE, TO THE EXTENT OF METAIMPACT’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN, METAIMPACT’S TOTAL LIABILITY IS LIMITED TO THE GREATER OF EITHER (I) $500,000 OR (II) 3 TIMES THE AMOUNT PAID BY CUSTOMER WITHIN THE 12 MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.

GOVERNING LAW AND FORUM

This agreement is governed by the laws of the State of Indiana (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Marion County, Indiana, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

OTHER TERMS

Metaimpact Indemnity. Metaimpact will defend or settle any third-party claim against Customer to the extent that such claim alleges that Metaimpact technology used to provide the Service violates a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Metaimpact of the claim in writing, cooperates with Metaimpact in the defense, and allows Metaimpact to solely control the defense or settlement of the claim. Metaimpact will pay infringement claim defense costs it incurs in defending Customer, Metaimpact-negotiated settlement amounts, and court-awarded damages. Process. If such a claim appears likely, then Metaimpact may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Metaimpact determines that none of these are reasonably available, then Metaimpact may terminate the Service and refund any prepaid and unused fees. Exclusions. Metaimpact has no obligation for any claim arising from: Metaimpact’s compliance with Customer’s specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by Metaimpact. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND METAIMPACT’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

Customer Indemnity

If a third party claims against Metaimpact that any part of the Customer Data infringes or violates that party’s patent, copyright, or other right, Customer will indemnify, defend, and hold harmless Metaimpact against that claim at Customer’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that Metaimpact promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.

SLA

Metaimpact will provide Customer with uptime and issues response services for the Service, in accordance with and subject to the service level agreement set forth in the “Service Level Agreement” (or “SLA”) located at https://metaimpact.com/sla/.

No Assignment

Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.
Independent Contractors. The parties are independent contractors with respect to each other.
Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

Money Damages Insufficient

Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

No Additional Terms

Metaimpact rejects additional or conflicting terms of a Customer’s form-purchasing document.

Order of Precedence

If there is an inconsistency between this agreement and an order, the order prevails.

Survival of Terms

Any terms, that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.

Entire Agreement and Changes

This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.