MetaCato, Inc. (“MetaCato,” “we,” “us,” or “our”) is a corporation incorporated under the laws of Delaware, USA, with its headquarters located in Texas. These Terms of Use for CU Station™ (“Agreement”) set forth the terms and conditions that govern your access and use of various MetaCato platforms, including but not limited to the CU Station™ website, CU Station™ Community Connect Portal, CU Station™ Affiliate Portal, CU Station™ Consumer Portal, CU Station™ FIM Portal, and any other related services (collectively referred to as the “Services”). This Agreement also governs your use of your user account (the “Account”), as explained in Section 1.3 of this Agreement.

For the purposes of this Agreement, “you” and “your” refer to any individual or entity accessing or using our Services. By accessing or using any of our Services, you acknowledge and agree to be legally bound by the terms and conditions outlined in this Agreement. This Agreement constitutes a binding legal contract between you and MetaCato.

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A BINDING LEGAL CONTRACT BETWEEN YOU AND METACATO.

If you do not agree to these terms, you are not authorized to use our Services or create an Account. Additionally, by agreeing to this Agreement, you acknowledge that nothing in this document is intended to limit or exclude the applicability of any mandatory consumer protection laws in your jurisdiction of residence.

By proceeding to use our Services, you are taking an active role in confirming your understanding and acceptance of the entire Agreement. If at any point you disagree with any part of this Agreement, you have the power to immediately cease using the Services and refrain from creating or maintaining an Account.

Disclaimer: The information provided by MetaCato, Inc. (“MetaCato“) through its Services is for general informational purposes only. While we strive to ensure accuracy and reliability, we make no representations or warranties of any kind regarding the completeness or suitability of the content.

No Professional Advice: The Services do not constitute professional advice. You should consult qualified professionals before making decisions based on the information provided.

Limitations of Liability: To the fullest extent permitted by applicable law, MetaCato shall not be liable for any direct, indirect, incidental, or consequential damages arising from your use of the Services. Your use of the Services is at your own risk.

Third-Party Links: Our Services may contain links to third-party websites. We have no control over their content and do not endorse or assume any responsibility for them.

Indemnification: You agree to indemnify and hold harmless MetaCato, its affiliates, and their respective officers and employees from any claims or losses arising from your use of the Services or violation of these Terms.

Compliance with Laws: You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including local, state, and federal laws.

1. YOUR USE OF THE SERVICES

 

1.1 Age Restrictions and Legal Responsibility

1.1.1 You affirm that you are at least 18 years of age and possess the legal capacity to enter into and fulfill the obligations of this Agreement.

1.1.2 By accessing or using the Services, you agree to comply with all applicable U.S. laws and regulations governing the validity and enforceability of contracts.

1.1.3 If you are accessing or using the Services on behalf of a company or another legal entity, you represent and warrant that such entity is duly formed, validly existing, and in good standing under the relevant laws and regulations of its jurisdiction, with full legal authority to enter into this Agreement.

1.1.4 Furthermore, you acknowledge that you are legally and financially responsible for all actions carried out under your account, including any actions or omissions of individuals you authorize or permit to access or use the Services, whether or not such access was authorized by you.

1.1.5 You also agree to ensure that all users of your account adhere to the terms and conditions set forth in this Agreement.

1.2 Modifications to This Agreement

1.2.1 In accordance with applicable laws, we reserve the right to modify, amend, or update this Agreement at any time and at our sole discretion. Any changes to the terms, conditions, or policies governing your use of the Services will be communicated to you through appropriate channels, including but not limited to email notifications or alerts on our platform.

1.2.2 For material changes, we will provide you with release notes of the modifications. Your continued access to or use of the Services will constitute your acceptance of the revised terms. We firstly recommend you to regularly review this Agreement to stay informed of any updates.

1.2.3 If you do not agree with the modified terms, you must immediately discontinue your use of the Services. Should you choose to cease using the Services, you may notify us, and we will terminate your account according to the termination provisions of this Agreement.

1.2.4 Failure to stop using the Services after the changes take effect will be considered as your acceptance of the new terms, and non-compliance may result in the suspension or termination of your account, in line with the terms outlined herein.

1.3 Your Account

To access certain features or Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account details, including your password, confidential.

You are solely responsible for any activity conducted under your account, including any unauthorized access or use. If you become aware of or suspect any unauthorized use of your account, you must notify us immediately.

We reserve the right, in compliance with applicable U.S. laws, to refuse or terminate any account, suspend access to the Services, or take appropriate legal action if any account activity is found to violate this Agreement or relevant laws. We may also impose additional security measures at our discretion to protect your account and the Services.

2. Limited License & Restrictions

 

2.1 Intellectual Property Rights

All rights, titles, and interests in the Services, including your account, the content, information, text, graphics, and any other materials provided through the Services, are owned by us and our licensors. These rights are protected under U.S. intellectual property laws, including copyright, trademark, and trade secret laws, as well as international treaties. You acknowledge that the Services and their content are licensed, not sold, to you, and that no ownership rights are transferred to you.

You must respect others’ intellectual property rights of others. This means you cannot upload, share, or distribute any content that infringes upon or violates the copyright, trademark, patent, trade secret, or other proprietary rights of any third party. Violation of intellectual property laws can lead to immediate termination of your account and potential legal action.

2.2 License Grant

Subject to your strict compliance with this Agreement and applicable U.S. laws, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your personal and lawful use. This license does not grant you ownership of any intellectual property rights, content, or features within the Services, and you agree not to use the Services for any commercial or unlawful purposes unless expressly permitted.

2.3 Limitations on Use of Services and Content

The limited license granted to you under this Agreement is subject to the following restrictions. You are expressly prohibited from the following actions unless explicitly allowed by applicable law:

2.3.1 No Unauthorized Distribution or Exploitation

You may not sell, lease, loan, distribute, or otherwise exploit the Services (including the Content) or your Account for commercial purposes. This includes using any part of the Services or Content in a manner that generates direct or indirect revenue unless specifically authorized by us.

2.3.2 No Copying or Modification

Except as allowed under specific legal exceptions (e.g., “private copy” exceptions under copyright law), you may not copy, reproduce, modify, create derivative works from, or publicly display the Services or Content. You are further prohibited from reverse engineering, decompiling, disassembling, or attempting to derive the source code of the Services or any related software.

2.3.3 Prohibition on Generative AI Use

The license does not authorize the use of the Services or Content to develop, train, enhance, or provide source material for Generative AI Tools. This includes any tools or programs that use artificial intelligence or machine learning algorithms to create or generate content such as software code, written text, images, music, human voice emulation, or other creative works based on prompts or inputs. Use of the Services for such purposes is strictly prohibited.

2.3.4 No Circumvention

You are prohibited from circumventing, bypassing, or disabling any security measures or technological protection mechanisms implemented in the Services or Content.

2.3.5 No Unauthorized Data Collection

You may not collect or harvest any personally identifiable information from the Services or engage in any data mining, robots, or similar data gathering and extraction activities.

2.3.6 Restrictions

You are expressly prohibited from engaging in the following activities with regard to the Services or its content:

Selling, copying, modifying, distributing, displaying, performing, disassembling, decompiling, reverse engineering, or exploiting the Services, except as permitted by U.S. laws and/or with our written consent.

Using the Services or any content therein to develop, train, or improve Generative AI tools, artificial intelligence, machine learning algorithms, or other similar tools without express written permission.

Any unauthorized or illegal use of the Services or content, including actions that infringe on intellectual property rights or violate data privacy laws.

Any attempt to circumvent or violate these restrictions may result in the termination of your access and appropriate legal action in accordance with applicable laws.

2.3.7 Legal Effect

This limited license is subject to any rights you may have under the applicable laws of your jurisdiction. This license does not limit any statutory rights that cannot be waived under applicable law. If any provision of this license is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

3. Data Protection, Privacy, and Consumer Protection Compliance

In addition to the restrictions outlined above, you agree to the following:

3.1 Privacy and Data Protection Compliance

If your use of the Services involves the collection, storage, or processing of personal data, you must comply with all applicable federal, state, and local privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the Health Insurance Portability and Accountability Act (HIPAA), and any other relevant U.S. privacy regulations. Any breach of these privacy obligations will result in the immediate termination of your license to use the Services.

3.2 General Data Protection Regulation (GDPR)

If you are located in the European Union or offer services to EU residents, you must comply with the GDPR, which governs the collection and processing of personal data for users in the EU. Any violation of GDPR terms related to the use of the Services will also result in immediate termination of your license.

3.3 Consumer Protection Laws

Your use of the Services must also adhere to U.S. consumer protection laws, including the Federal Trade Commission (FTC) Act, which prohibits deceptive practices. You must not engage in any misleading or fraudulent conduct while using the Services.

4. SUBSCRIPTIONS AND BILLING

4.1 Subscriptions

Certain Services are offered on a subscription basis, which includes automatic renewals unless otherwise specified. By subscribing, you agree that the subscription will automatically renew at the end of each billing cycle, and charges will be applied to your chosen payment method unless you cancel the subscription.

We reserve the right to modify the terms, pricing, or conditions of any subscription service. If any changes are made, we will provide you with at least 30 days’ notice before the changes take effect. In some cases, additional terms and conditions may apply to specific subscription services.

4.2 Purchases and Billing

Upon purchasing a subscription, the charges for the subscription will be billed to your designated payment method on the renewal date, as outlined in the subscription terms. You will gain access to the subscription benefits once the payment is processed. Some Services may be offered for free, but in such cases, the terms governing free subscriptions may also be subject to changes with prior notice.

4.3 Automatic Renewal, Cancellation, and Changes to Subscriptions

All subscriptions renew automatically at the end of the current billing period unless canceled by you. You have the right to cancel your subscription at any time, which will prevent any further charges from being applied. Upon cancellation, the subscription will remain active until the end of the current billing period, after which it will terminate, and you will no longer have access to the subscription benefits.

We are not responsible for any failure to cancel a subscription prior to the renewal date, and you are solely responsible for managing your subscription and ensuring timely cancellation if you choose to do so.

4.4 Changes to Subscriptions

We may modify or discontinue subscription benefits, alter the pricing or terms of any subscription service, or retire certain subscriptions entirely, with a minimum of 30 days of prior notice to you. During this notice period, you will have the opportunity to review the changes and decide whether to continue with the subscription. Your continued use of the Services following the effective date of any changes will be considered as your willful acceptance of the new terms.

If you do not agree with the changes, you may cancel your subscription before the changes take effect to avoid any future charges or altered subscription terms

5. USER-GENERATED CONTENT

5.1 User-Generated Content (UGC) and User Rules

User-Generated Content (UGC) encompasses all content created, uploaded, or submitted by users of the Services. While you retain ownership of your UGC, by submitting such content, you grant us a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, modify, distribute, and display your UGC as necessary for operating, maintaining, and promoting the Services. This license allows us to utilize your UGC in various forms of media and formats, including for marketing and advertising purposes.

5.2 Rights to UGC

Your UGC remains your intellectual property. We will handle and use your UGC in accordance with our Privacy Policy (subject to applicable laws), which outlines how we collect, use, and protect your personal information and content.

5.3 Content Moderation and Removal

We reserve the right to review, remove, or restrict access to any UGC that we believe violates this Agreement, infringes on the intellectual property rights of others, or breaches any applicable laws and regulations. If we act against your UGC, we will make reasonable efforts to notify you of such action and provide you with the opportunity to address or appeal the removal or restriction.

6. User Rules

6.1 Lawful Use

You agree to use the Services in full compliance with all applicable federal, state, and local laws, regulations, and ordinances. This obligation includes adhering to any specific legal requirements that apply to your jurisdiction concerning the use of content and Services. You are responsible for understanding and following the relevant laws governing your activities and interactions on the Services.

6.2 Respect Intellectual Property

You agree not to upload, distribute, or make available any content that infringes upon or violates the intellectual property rights of others. This includes, but is not limited to, respecting copyrights, trademarks, patents, and trade secrets. Unauthorized use of intellectual property is strictly prohibited, and you must ensure that any content you share does not breach the rights of any third parties.

6.3 Consequences of Intellectual Property Rights Violations

If you breach the commitment to avoid uploading, distributing, or making available content that infringes intellectual property rights, such as copyrights, trademarks, patents, or trade secrets, you may face several consequences.

These include legal action with potential lawsuits for damages and legal costs, as well as suspension or termination of your account. Financial penalties, including fines and compensation for unauthorized use, may apply. You hereby agree that you acknowledge this clause and shall be fully liable for your violation of this clause.

7. Code of Conduct

While using the Services, you agree to adhere to the following conduct guidelines in compliance with all applicable U.S. laws:

7.1 Interference 

You must not interfere with or disrupt other users’ ability to access and use the Services. This includes refraining from actions that could impair the functionality, performance, or availability of the Services for other users.

7.2 Content

You are prohibited from uploading, sharing, or distributing any content that is harmful, misleading, offensive, or inappropriate. This includes content that could negatively affect other users or compromise the integrity and security of the Services.

7.3 Behavior

Engaging in spamming, harassment, hate speech, or any form of discriminatory or abusive behavior is strictly prohibited. Conduct that fosters a hostile, threatening, or abusive environment is not allowed and will not be tolerated.

7.4 Illegal Content

You must not distribute or make available any content that is illegal, including but not limited to material that depicts violence, pornography, or other forms of prohibited content. You are required to comply with all relevant legal standards and regulations.

8. No Exploits

Do not use unauthorized means to gain unfair advantages or bypass restrictions.

We reserve the right to monitor the use of the Services and enforce compliance with these rules. This includes the authority to suspend or terminate accounts that are found to be in violation of our terms or policies.

9. Content Reporting, Takedown Requests, and DMCA Compliance

9.1 Reporting Harmful or Illegal Content

If you encounter any content that you believe violates our terms of service or applicable laws, you should report it using our designated reporting tools or by contacting our customer support team.

9.2 Notice of Copyright or Trademark Infringement

In accordance with the Digital Millennium Copyright Act (DMCA), we address claims of copyright or trademark infringement. To file a notice of infringement, you must provide the following information:

9.2.1 Your contact details.

9.2.2 A description of the copyrighted work or trademark you believe has been infringed.

9.2.3 The location of the infringing material on our platform.

9.2.4 A statement affirming your good faith belief that the use of the material is unauthorized.

9.2.5 A statement made under penalty of perjury affirming the accuracy of the notice.

9.2.6 The signature of the copyright owner or an authorized representative.

 

9.3 Repeat Infringer Policy

We may act against users who are found to be repeat infringers. This action can include the suspension or termination of their accounts.

10. Updates and Features for Services

We may periodically provide updates or modifications to the Services. These updates will be governed by this Agreement unless otherwise specified. We are not obligated to provide notice of these updates.

11. Warranty Disclaimer

To the fullest extent permitted by applicable U.S. law, the Services provided by MetaCato are offered on an “AS IS” and “AS AVAILABLE” basis, without any representations, warranties, or guarantees, whether express or implied. MetaCato does not warrant or make any claims regarding the accuracy, quality, reliability, or availability of its software, content, or Services, including any third-party services or integrations. MetaCato and its affiliates expressly disclaim all implied warranties, including but not limited to: Non-Infringement, Merchantability, Fitness for a Particular Purpose and Satisfactory Quality:

You acknowledge that any reliance on the Services is at your sole risk, and MetaCato assumes no liability for issues related to the use or performance of the Services, except as expressly set forth in this Agreement.

11.1 Limitation of Liability

To the maximum extent permitted by U.S. law, MetaCato shall not be held liable for any direct, indirect, special, incidental, consequential, or punitive damages arising from or related to your use of the Services or this Agreement. This limitation of liability covers, but is not limited to:

11.1.1 Loss of Data: Any data lost, damaged, or unrecoverable due to your use of the Services.

11.1.2 Loss of Profits: Any financial losses or lost opportunities stemming from the use or inability to your use the Services.

11.1.3 Loss of Use: Inability to access or utilize the Services for any reason, including technical failures or maintenance.

11.1.4 Loss of Goodwill: Damage to your reputation or business relations as a result of your use of the Services.

 

In no event shall MetaCato‘s total liability exceed the amount you paid, if any, for access to the Services during the twelve (12) months preceding the claim. Some jurisdictions do not allow limitations on certain types of liabilities, so certain provisions of this section may not apply to you.

12. Opt-Out Option:

You have the right to opt out of the arbitration agreement by providing MetaCato with written notice within thirty (30) days of accepting this Agreement. To exercise this, opt-out right, you must send a written request, including your name, account information, and a clear statement that you wish to opt out of arbitration, to MetaCato‘s designated contact address. Your decision to opt out of arbitration will not affect your ability to use the Services, but it will subject you to the resolution of disputes through traditional court processes, as set forth in the Governing Law section below.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA. To the extent that services are provided and delivered, or where the end customer resides, the laws of the respective jurisdiction where the services are rendered or where the end customer is located shall also apply, including relevant conflict of laws principles.

 

13.2 Arbitration

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through arbitration. The arbitration shall be conducted in the State of Texas, USA, in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration body.

The arbitration process shall be conducted before a single arbitrator, whose decision shall be final and binding on both parties. Each party shall bear its own costs and expenses associated with the arbitration, except as may be determined by the arbitrator.

13.3 Judicial Remedies

If the dispute is not resolved through arbitration or if either party fails to comply with the arbitration decision, the parties may then seek resolution through the courts of Texas, USA. The parties agree that such courts shall have exclusive jurisdiction over any legal action arising out of or related to this Agreement.

Each party hereby consents to the personal jurisdiction of the courts located in Texas and agrees to submit to the venue of such courts for the purposes of resolving any disputes not resolved through arbitration.