Terms of Service
Last updated on May 1, 2020.
Metropolitan Chess, Inc.’s mission is to promote and disseminate chess instruction for the 21st Century. Metropolitan Chess, Inc. enables anyone anywhere to create and share chess courses (“Instructors”) and to enroll in these courses (“Course(s)”) and browse the Platform to learn (“Students”).
THESE TERMS OF SERVICE INCLUDE (1) AN ARBITRATION PROVISION (SECTION 22); (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST METRO (SECTION 22); AND (3) A LIMITATION OF LIABILITY FOR ALL CLAIMS FOR DAMAGE AGAINST METRO THAT MAY ARISE OUT OF YOUR USE OF THE PLATFORM. (SECTION 10) BY USING THE PLATFORM, YOU HEREBY AGREE TO THESE PROVISIONS.
1. Privacy and Communications
You acknowledge and agree that Metro may occasionally send You communications such as emails regarding Your account or the Service.
Should You provide consent, Metro may send You short message service (“SMS”) messages in relation to Your use of the Platform and for promotional purposes. Message and data rates may apply and Metro is not responsible for any fees You may be assessed for subscribing to SMS messages.
It is important to note that opting out of SMS messaging may prevent You from receiving certain information Metro may provide.
Metro may, in its sole discretion, refuse to offer the Platform to any person or entity and change its eligibility criteria at any time. If You are not 18 years old or the age of majority as the jurisdiction You are in defines as such, this Agreement can only be entered into on Your behalf by Your parent or other person who is lawfully entitled to give consent on Your behalf such as a legal guardian. If Metro discovers that You have created an account and You are younger than the required age for consent to use online services (for example, 13 in the US), Metro will terminate your account. This contract provision is null and void where prohibited by law and the right to use Metro’s Platform is revoked in such jurisdictions. Under our Instructor Agreement, you may be requested to verify Your identity before you are authorized to submit a course for publication on Metro.
3. Electronic Signature
You acknowledge, agree, and consent to the use of a keyboard, mouse, touchscreen or other electronic device to select an item, button, icon or similar act/action while using any electronic service we offer within the Platform; or in accessing or making any transactions regarding any agreement, acknowledgement, consent, terms, disclosures or conditions, constitutes Your signature, acceptance, and agreement as if actually signed by You in writing. Further, You agree no certification authority or other third party verification is necessary to the validity of Your electronic signature; and the lack of such certification or third party verification will not in any way affect the enforceability of Your signature or the resulting contract between You and Metro.
- You have the authority to bind Yourself as an individual or as an entity (e.g. a corporation You can bind into an agreement) for which You are a valid agent.
- Any electronic document bearing a user’s e-signature will be considered “in writing” and “wet-signed”; and
- Any user e-signed document shall be deemed to be an “original” document when printed and used in the normal course of business.
4. Accounts, Passwords, and Security
4.1. User Accounts
You may view certain content as an unregistered visitor to the Platform. However, to use many aspects of the Platform, You must first register to create a Metro account (hereinafter, a “User Account” or a “User”).
You must register an account to access and use certain features of the Platform, such as accessing Metro’s chess course application. You can register an account using an email address and creating a password. You may also have the ability to create an account using certain third-party social networking services(“SNS Account”).
You must be a registered User with Metro to access certain elements of the Platform. You are responsible for keeping Your password safe and secure. You will be solely responsible and liable for any activity that occurs under Your user name. You are also prohibited from sharing Your password and You ensure that a user login is only used by one person (a single login shared by multiple persons is not permitted).
5. Course Enrollment & Access
5.1. Student License
As a Student, You get a license from Metro to view courses for which you sign up for and no other use. Metro grants You, as a Student a limited, non-exclusive, non-transferable license to access and view the Courses and associated content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Platform, in accordance with this Agreement and any conditions or restrictions associated with a particular Course or feature of the Platform. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in writing by an authorized Metro representative.
5.2 Lifetime Access
Metro may give a lifetime access license to Students when they enroll in a Course. However, Metro reserves the right to revoke any license to access and use courses at any point in time in the event where Metro decides or is obligated to disable access to a course due to legal or policy reasons (e.g. a copyright complaint pursuant to our DMCA policy, which is incorporated by reference into this Agreement). The lifetime access is not applicable to add-on features and services associated with a Course. Instructors may not grant licenses to their Courses to Students directly and any such direct license shall be null and void and a violation of this Agreement.
6. Indemnification, Acceptable Use, and Conduct
YOU AGREE TO RELEASE, DEFEND (AT METRO’S OPTION), INDEMNIFY AND HOLD METRO AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR BREACH OF THESE TERMS, (II) YOUR IMPROPER USE OF THE PLATFORM, (III) YOUR INTERACTION WITH ANY USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION, STAY, PARTICIPATION OR USE, OR (IV) YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
6.2. Your Use and Conduct
The Platform is made available to You either as a Student and/or as an Instructor. Such use must be in compliance with all applicable laws and rules and regulations of the applicable jurisdiction and must not infringe or violate third party rights.
Any unauthorized use of the Platform is a violation of this Agreement and potentially federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
Examples of unauthorized activities on the Platform include:
- Impersonating on behalf of any person or entity or otherwise misrepresenting Yourself;
- Stalking, intimidating, threatening, or harassing or causing discomfort to other Users;
- Scraping, using bots, spiders, crawlers, scrapers, or other automated means to harvest or otherwise collect information about any users or Metro, including email addresses;
- Forging any TCP/IP packet header or any part of the header information in any email;
- Attempting to probe, scan, or test the vulnerability of any Metro system or network or breach any security or authentication measures;
- Circumventing or attempting to circumvent any filtering, copy protection mechanisms, security measures, or other features Metro may adopt for the Platform, Users, or third parties;
- You may not deep-link to any portion of the Platform (including, without limitation, the purchase path for any Metro purchase) for any purpose without Metro’s express written permission.
7. Federal,State, and International Regulation Compliance
You are responsible for complying with the CAN-SPAM federal regulation and any applicable state and international regulations. Failure to adhere to Federal CAN-SPAM guidelines may result in investigation and damages. As elucidated in Section 6, You agree to indemnify, defend (at Metro’s option), and hold harmless Metro and its affiliates and subsidiaries, and their officers, directors, employees and agents from any and all costs, damages (whether compensatory, special, direct, incidental, consequential or otherwise), losses, claims and lawsuits, including attorneys’ fees, liability (to third parties or otherwise), and expense arising from or related to Your data, Your use of the Platform, or Your violation of these terms including violations of the CAN-SPAM federal regulation.
7.2. Communications Decency Act
Metro is deemed a provider of “interactive computer services” as defined by the Communications Decency Act. 47 U.S.C. Section 230. Pursuant to this law, Metro is not responsible for User content. Therefore, Metro’s liability for causes of action such as defamation, libel, product disparagement, and others arising out of user content is limited. Metro does not warrant the accuracy of such User content and does not assume legal responsibility or liability for any User content including responsibility or liability for investigating or verifying the accuracy of user content.
7.3. Other Regulations
You additionally agree to abide by all tax regulations, planning laws, zoning laws, permits (e.g. filming permits) and all covenants or restrictions applicable to any premises or restrictions applicable to Your jurisdiction.
8.1. Purchasing Courses
When you pay for a Course, You agree to use a valid payment method. The prices of Courses on Metro are determined by the Instructor and Metro. In some instances, the price of a Course offered on the Platform may not be exactly the same as the price offered on mobile devices due to mobile platform providers’ pricing systems and their policies implementing sales and promotions.
When You make a purchase, You agree not to use an invalid or unauthorized payment method. If your payment method fails and You still get access to the Courses You are enrolling in, You agree to pay Metro the corresponding fees within thirty (30) days of notification from Metro. Metro reserves the right to disable access to any Course for which Metro has not received adequate payments.
8.2. Delinquent Payments & Chargebacks
In addition to the price due for the Course, if there are delinquent amounts or chargebacks associated with Your payment, You may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
If Metro is unable to collect any amounts due via Your selected payment method, You authorize Metro to charge any other payment methods on file in Your Metro account (unless You have previously removed the authorization to charge such payment method(s)). In addition to other remedies Metro may have due to Your failure to pay any amounts when due, You shall pay Metro a late payment charge equal to 1.5% per month (or the highest rate permitted by law, if lower), along with all costs and expenses, including reasonable attorneys’ fees Metro incurs in collecting such amounts.
8.3. Currency Conversion
Metro may, in its sole discretion, round up or round down amounts that are payable from Users to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency); for example, Metro may round up an amount of $103.99 to $104.00, and round down on an amount of $103.49 to $103.00. For currencies that are denominated in large numbers, Metro may determine the functional base unit in which those currencies are denominated to be 10, 100, or 1000 of the currency; for example, Metro may round up an amount of 1145 up to 1150 and 1144 down to 1140 if the currency is denominated base 10.
Some banks and credit card companies impose fees for international transactions. If You are making a payment from outside of the United States on a credit card, Your bank may convert the payment amount to Your local currency and charge You a conversion fee. Should such an event occur, You hereby understand that a foreign transaction fee may be assessed if the bank that issued Your credit card is located outside of the United States. The currency exchange rate and foreign transaction fee is determined solely by Your bank on the day that they process the transaction. If You have any questions about these fees or the exchange rate applied to Your payment, please contact Your bank. You agree and acknowledge that Metro is not responsible for any fees, including any foreign transaction fees, from Your banking institution as a result of this currency exchange.
8.4. Promotional Offers and Metro Deals
Metro, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. Metro may change the fees for our Platform as Metro deems necessary for Metro’s business at any time.
8.5. Reconnection Fee
In the event You are suspended from Your account for any reason caused by You and You wish to renew Your access to the Platform, Metro is under and no obligation to reinitiate Your access to the Platform and Metro reserves the right to impose a reconnection fee not to exceed $1000.
9. Chargeback / Refund Policy
9.1. 30 Day Money Back Guarantee (“Guaranty”) For Courses
If You decide that the Course(s) are not for You, upon written request, You are entitled to a full refund (“Refund”) of the purchase price of the Course(s). This Refund is subject to the following conditions:
- You sent in Your written request to terminate thirty (30) calendar days or less from the date of your purchase of the Course(s). Should Your written request to terminate come after thirty days from the date of purchase of the Course(s), You would not be entitled to the Refund.
- You have acted in good faith.
- You may be required to provide Metro with photocopies of appropriate identification documents.
- The Refund along with any other request for a refund is discretionary. If Metro believes You are abusing this refund policy, for example, Metro will deny Your request. Metro will decide, in its sole discretion, whether you are entitled to the Refund.
Should Metro determine that you are entitled to the Refund, Metro shall provide the Refund in a reasonable period of time. You agree that Metro shall not be liable for and has no control over fees You may incur due to issuance of the Refund such as bank fees and/or any applicable taxes. This Guaranty only applies to the purchase of Courses and to no other Products or Services that Metro may offer.
9.2. Other Refunds & Chargebacks
Metro will not, under any circumstances, issue any cash refunds for Courses cancelled after any refund period. If You have a question about charges made to Your account, please contact us immediately at email@example.com. If we determine that the charges were made in error, we will credit Your account or credit card account for the appropriate amount. Any past due fees and costs will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.
10. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL METRO, NOR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE, OR ANY LOSS OF DATA, LOST PROFITS, SAVINGS, BUSINESS OR REVENUE, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOAD, DISTRIBUTION, USE OR PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM, EVEN IF METRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) FROM THE USE OF OR INABILITY TO USE THE PLATFORM, (III) OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METRO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT PREJUDICE TO OR LIMITING OF METRO’S RIGHT TO RECEIVE PAYMENT FOR ACCESS TO AND USE OF THE PLATFORM, METRO’S ENTIRE LIABILITY FOR ALL CLAIMS OF WHATEVER NATURE SHALL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (A) $100, OR (II) THE FEES PAID TO METRO HEREUNDER IN THE 12 (TWELVE) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY REMEDY PROVIDED FOR HEREUNDER IN ITS ESSENTIAL PURPOSE.
11. Intellectual Property
You acknowledge that Metro owns all right, title and interest in and to the Platform, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You agree that You will not copy, reproduce, alter, modify, or create derivative works from the Service and Software. Such rights derive from any of Metro’s copyrights, trademarks, patents, trade dress, and any other such intellectual property rights that Metro may have with regard to its Platform.
Additionally, You acknowledge that these Terms do not convey or grant You any rights to use or reference in any manner Metro’s company name(s), logos, trademarks, product names, and/or service names.
All trademarks not the property of Metro are the property of their respective owners. The use of any such trademarks by Metro is not meant to constitute affiliation, endorsement, or approval by such company with or for Metro or Metro’s platform, Software, or Services.
11.2. Use Of Marks And Identification
You agree that Metro may identify You as a Student and/or as an Instructor of the Metro Platform and may use Your name, logo, trademarks, trade names, and other similar identifying material in Metro’s customer list, blog posts, press releases, advertisements, and websites.
11.3 Third Party Trademarks
All trademarks not the property of Metro are the property of their respective owners. The use of any such trademarks by Metro is not meant to constitute affiliation, endorsement, or approval by such company with or for Metro or the Platform.
12.1. Course Disclaimer
Metro reserves the right to cancel, update, or delete any Course or to modify any Course content. Participation in or completing a Course does not confer any academic credit. Metro additionally makes no representations or warranties regarding the efficacy of any Courses. In other words, Metro does not guarantee that you will improve as a chess player through the purchasing or use of any of the Courses.
12.2. Earnings Disclaimer
Occasionally, Metro may make claims regarding the Platform and how much revenue an Instructor can expect to generate through use of the Platform.
There is, however, no guarantee that the Platform will help You earn any money. The Platform and the techniques provided through the Platform are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the specific needs of each party, person, or entity using Metro’s Platform. Metro does not, for instance, claim that the Platform is a “get rich quick scheme” for Instructors.
Your level of success in attaining the desired results through the Platform depend on the time You as an Instructor devote to the ideas and techniques discussed in the Platform, Your finances, knowledge and various skills. Since these factors differ according to every party, person, or entity, Metro cannot guarantee Your success or income level. Nor is Metro responsible for any of Your actions.
Many factors will be important in determining Your actual results and no guarantees are made that You will achieve results similar to others. In fact no guarantees are made that You will achieve any results from our ideas and techniques from the Platform.
12.3. Informational Disclaimer
The content on the pages of the Platform may contain information related to the chess industry or other industries (e.g. blog posts). The content is for general information only. Content may change, be updated at any point without any notice. None of the facts or opinions on the Platform are given with the intent to substitute advice from professionals, where applicable. It is possible that the information provided on the Platform or a linked website is inaccurate, may contain typographical errors, or may be out of date. You agree that Metro shall not be liable for any such inaccuracies, typos, or any other errors on the Platform. Metro is also under no obligation to update or correct any information.
For the sake of clarification, nothing on the Platform (e.g. blog posts, tutorials, webinars, etc.) should be construed as legal advice. Rather, all content is for informational purposes only. You and Metro do not have an attorney-client relationship nor does any information contained on the Platform attempt to create an attorney-client relationship between You and Metro.
12.4 Product Recommendations
Throughout the Platform, Metro may provide recommendations for third party products such as third party websites (e.g. such as on blogs). Metro makes no warranty about such products and disclaims all responsibility regarding their efficacy in aiding You. Use of such third party products may additionally subject you to the terms and conditions and privacy policies of such third party products.
13. Software, Data and Documentation License
13.1 Software License
The software Metro provides and any documentation are licensed and not sold to You. This Agreement grants You a personal, revocable, non-exclusive, non-transferable license that permits You to use the Service and Software solely in connection with the services Metro provides, to access and use such services, and for no other purposes. You may not copy, reproduce or distribute the software Metro provides. You agree to not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the software Metro provides or Your entitlement to use the services Metro provides.
13.2 Data License
Metro may provide as part of the Platform software or services which provide for You data, reports, analysis, or other output (“Output Data”) developed by or on behalf of You that are derived from Metro’s existing data.
You agree that such Output Data is granted to You as a limited, non-exclusive, non-transferable license. Such Output Data is strictly for Your internal business use only and not for resale or further distribution or to provide services to any third party.
The Software Metro provides may include the ability to automatically check for upgrades and updates to the Platform provided. You agree that Metro may make such updates or upgrades available to You from time-to-time. Such updates or upgrades shall be subject to the terms and conditions of this Agreement unless the Software or Service Metro provides is expressly provided to You under other, or additional terms and conditions, in which case, those other, or additional terms and conditions (which may include the payment of additional fees), shall apply.
15. Use of the Platform
The service Metro offers is provided only for Your own personal use. You are responsible for all of Your activity in connection with such services. You shall not (and shall not permit any third party to) (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services and Software that: (i) infringes any patent, trademark, trade secret, right in confidential information, copyright, right of publicity or other right of any other person or entity (and “Intellectual Property Right”), (ii) violates any law or contractual duty or that You know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by Metro in its sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) involves commercial activities and/or sales without Metro’s prior written consent; (vi) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Metro or any third party; (vii) or impersonates any person or entity, including any employee or representative of Metro. Additionally, You shall not: (i) take any action that imposes or may impose (as determined by Metro in its sole discretion) an unreasonable or disproportionately large load on Metro’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the services Metro provides or any activities conducted on the services Metro provides; (iii) bypass any measures Metro may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (iv) run any form of auto-responder or “spam” on the services Metro provides. You also agree that You will only use the software and services Metro provides in accordance with this Agreement and all applicable laws.
16. Connectivity; Mobile
Normal carrier charges and taxes may apply to any Services or Software You access from the Metro website or from mobile applications. Metro is not responsible for any surcharges You incur from Your cell phone or internet service provider as a result of the use of the Metro website or mobile applications. With respect to mobile versions or applications, Your carriers’ normal rates and fees, including text messaging and data fees may apply to Your use of Metro’s website, Services, or Software. In the event You change or deactivate Your mobile telephone number, You are required to update Your account information within 48 hours to ensure that Your messages are not sent to the person who acquires Your old number. Any damages Metro may incur due to Your failure to inform Metro of such a change in phone number shall be covered by Metro’s indemnification policy pursuant to Section 6 of these Terms.
17. User Agrees Not to Reverse Engineer
You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the Services or Software for any reason—or to attempt or assist another person to do so.
18. Your Content
You own the rights to anything You post (Your “User Content”) to the Platform, including text (e.g. comments, questions, reviews, etc.), diagrams, and photographs through whatever may be posted in for example, a comment section on a Course. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, display, transmit, distribute, publish, sublicense, copy, store, provision into and/or reproduce , and create derivative works from all User Content You provide to Metro, in any media now known or hereafter devised, as part of the Platform or any other Metro products.
Furthermore, by transmitting any message, communication, information or data including photos, contact information, diagrams, and any other User Content You grant Metro and its affiliates a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any intellectual property content to collect, use, store, handle, reproduce, display, perform, and transmit such User Content for the purpose of providing the services Metro provides. You represent and warrant, and can demonstrate to Metro’s full satisfaction upon request that You (a) own or otherwise control all rights to all User Content, or that the User Content is in the public domain, (b) You have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated by this agreement, and (c) You are authorized to grant all of the aforementioned rights to the User Content to Metro.
Additionally, Metro may use, display, transmit, distribute, copy, store, provision into and/or reproduce any User Content as part of the Platform as well as in other Metro products.
You agree that Metro, in its sole discretion, additionally has the authority to remove any User Content if in Metro’s sole opinion, the User Content is inaccurate, vulgar, defamatory, or otherwise inappropriate. If You believe that User Content You find on the Platform is inappropriate or otherwise inaccurate, please let Metro know at firstname.lastname@example.org.
19. Ideas and Suggestions
Metro wishes to continually expand its services. Metro welcomes any ideas, suggestions, or feedback, related to its software or services or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If You provide Metro with any Ideas, whether orally, in writing, or in any other way, You grant Metro a non-exclusive, transferable, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, have made, reproduce, have reproduced, import, modify, make derivative works of, sell, and offer to sell Ideas as part of Metro’s technology, products or services. You shall not knowingly provide Metro with any Ideas that is subject to third party intellectual property rights or that includes or reveals any confidential information of any person.
Similar to how You may give Metro suggestions, it is also possible that Metro may give You suggestions regarding use of the Service or Software. You agree and acknowledge that such suggestions made by Metro are not requirements, but merely advice given by staff at Metro for use of the Service and Software. You agree that any loss You may incur due to suggestions made by Metro are Yours to bear.
You additionally acknowledge that any ideas or suggestions You may provide are not confidential for which You disclaim all rights (intellectual property rights and otherwise) in said ideas and suggestions.
20. General: The Service is Available “AS-IS”
YOUR ACCESS TO AND USE OF THE SERVICES AND SOFTWARE PROVIDED BY METRO ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND SOFTWARE (INCLUDING THE CONTINUOUS RUNNING OF METRO’S PLATFORM) METRO PROVIDES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES AND SOFTWARE METRO PROVIDES OR ANY CONTENT THEREON. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER, TABLET, OR CELLULAR PHONE SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE. MOREOVER, YOU AGREE THAT WE DO NOT HAVE RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY MATERIAL OR CONTENT AND OTHER COMMUNICATIONS MAINTAINED IN THE SERVICES OR SOFTWARE METRO PROVIDES. WE MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE METRO PROVIDES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SERVICES OR SOFTWARE Metro PROVIDES OR OUR REPRESENTATIVES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
21. Third Party Content and Services
The Services and/or Software Metro provides may have links to other websites, services or resources on the Internet. When You access third party websites, services or resources, You do so at Your own risk. They are not under Metro’s control, and You acknowledge that Metro is not responsible nor liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services, or resources. The inclusion of any such link does not imply endorsement by Metro or any association with its operators. You further acknowledge and agree that Metro shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such website or resource.
Metro uses a payment gateway to process payments made through the Platform (e.g. a User purchases a Course from Metro). For such payment processing, Metro uses Braintree. You agree as a User to abide by the terms and conditions of Braintree as elucidated here: https://www.braintreepayments.com/legal.
22. Resolving Disputes
22.1. Resolving a Dispute.
We want to address Your concerns without needing a formal legal case. Before filing a claim against Metro or a User in connection with a User’s use of the Platform, You agree to try to resolve the dispute informally by contacting email@example.com. We'll try to resolve the dispute informally by contacting all relevant parties. If a dispute is not resolved within 60 days of submission, You or Metro may bring a formal proceeding.
22.2 Judicial forum for disputes.
You and Metro agree that any judicial proceeding to resolve claims relating to these Terms or the Services or Software Metro provides will be brought in the federal or state courts of Los Angeles County, California, subject to the mandatory arbitration provisions below. Both You and Metro consent to venue and personal jurisdiction in such courts. You additionally agree that both Metro and You are each waiving the right to a trial by jury as to all disputes.
IF YOU’RE A U.S. RESIDENT OR YOU CHOOSE TO BRING A CLAIM AGAINST METRO IN THE UNITED STATES, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
You and Metro agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
22.4. Opt-out of Agreement to Arbitrate
You can decline this agreement to arbitrate by emailing back to us at firstname.lastname@example.org with the Subject Line, “Opt Out”, within 30 days of first accepting these Terms.
22.5. Arbitration Procedures
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where You live or work, Los Angeles County (CA), or any other location we agree to.
22.6. Exceptions to Agreement to Arbitrate
Either You or Metro may assert claims, if they qualify, in small claims court in Los Angeles (CA) or any United States county where You live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the services or software Metro provides, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to You or Your claim, You agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California to resolve Your claim.
22.7 NO CLASS ACTIONS.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
Notwithstanding the provisions of Section 26 (“Modifications”), if Metro changes this Section 26 (“Resolving Disputes”) after the date You last accepted these Terms (or accepted any subsequent changes to these Terms), You may reject any such change by sending us written notice (including by email at email@example.com) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Metro’s email to You notifying You of such change. By rejecting any change, You are agreeing that You will arbitrate any dispute between You and Metro in accordance with the provisions of the “Resolving Disputes” section as of the date You last accepted these Terms (or accepted any subsequent changes to these Terms).
23. Controlling Law
These Terms of Service will be governed by California law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction. Clause 23 is for the benefit of Metro only. As a result, the submission in this Section 23 herein shall not affect the right of Metro to take proceedings in any other jurisdiction nor, to the extent allowed by law, shall the taking of proceedings in any jurisdiction preclude the Metro from taking proceedings in any other jurisdiction.
24. Entire Agreement
These terms of service constitute the entire agreement between You and Metro with respect to the subject matter of these terms of service, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These terms of service create no third party beneficiary rights.
25. Waiver, Severability & Assignment
Metro's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the terms of service will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of Your rights under these Terms, and any such attempt will be void. Metro may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services and Software.
We may revise these terms of service from time to time, and will always post the most current version on our website. If a revision meaningfully reduces Your rights, we will notify You (by, for example, sending a message to the email address associated with Your account, posting on our blog, on our homepage, or on this page). By continuing to use or access the Services and Software after the revisions come into effect, You agree to be bound by the revised Terms of Service.
We do our best to keep Metro safe, but we cannot guarantee it. We need Your help to keep Metro safe, which includes the following commitments by You:
- You will not post unauthorized commercial communications (such as spam) on Metro.
- You will not collect users' content or information, or otherwise access Metro, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
- You will not “mirror” or “frame” Metro’s website and mobile applications.
- You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Metro.
- You will not upload viruses or other malicious code.
- You will not solicit login information or access an account belonging to someone else.
- You will not bully, intimidate, or harass any user.
- You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- You will not do anything that could disable, overburden, or impair the proper working or appearance of Metro, such as a denial of service attack or interference with page rendering or other Metro functionality.
- You will not facilitate or encourage any violations of these Terms of Service and or our policies.
During the term and for a period of one year thereafter, You agree that You will not solicit for hire, on behalf of You, Your company, or any other organization, any personnel of Metro with whom You have had any contact pursuant to the relationship established under this Agreement. You shall pay to Metro the higher of six months’ compensation last paid or proposed to be paid to the hired personnel as Metro’s sole and exclusive remedy for You hiring any such personnel in breach of this Section.
29. Contemporaneous Agreements
In the event You present a purchase order or similar documents (“Other Documents”) contemporaneous with this Agreement with or after the execution of this Agreement, both You and Metro agree that the purpose of such Other Documents is solely for internal payment processes purposes. Such execution of such Other Documents by Metro does not constitute an acceptance of any of the terms or conditions of such Other Documents. You represent, warrant, and agree that any such Other Documents are solely for internal payment processing purposes and that such Other Documents shall not be and are not intended to add new terms and conditions, or supersede or contradict any terms in this Agreement. You additionally agree not to make claims or assert any terms or conditions against Metro based on or contained in such Other Documents.
In the event Metro has signed a non-disclosure agreement or a similar agreement (“NDA”) with You prior to the acceptance of this Agreement, You additionally agree that this Agreement supersedes and replaces any such NDA, making such NDA null and void.
30. Termination of Service
30.1. Account Termination
Metro reserves the right to terminate Your account at any time for any reason, including breach of any terms of this agreement. YOU ARE HOWEVER STILL LIABLE FOR ALL OUTSTANDING BILLS TO METRO IN THE EVENT OF ACCOUNT CANCELLATION. In the event of account cancellation You may lose all data related to Your account.
When this Agreement has been terminated, You are not entitled to a restoration of Your Metro account or any of Your User Content. If Your access to or use of the Platform has been limited or Your Metro account has been suspended or this Agreement has been terminated by us, You may not register a new Metro account or access and use the Platform through a Metro account of another User.
All terms of this Agreement which by their nature extend beyond their termination shall remain in effect until fulfilled and apply to respective successors and assigns.