1.1 The Service
shall mean the professional services provided by METAV.RS to you, including (but not limited to) acces to the METAV.RS Platform, the Asset Manager, the METAV.RS Hub, the Metashop and other apps developed by METAV.RS.
1.2 End User
shall mean any third party to which you distribute NFTs or user that interact with your experiences.
shall mean the right to use through the Platform the Service granted by METAV.RS to you.
1.4 Digital Asset
shall mean any 2D or 3D content, including (but not limited to) image, video, audio or 3D files.
1.5 METAV.RS Platform
shall mean the platform accessible on https://platform.metav.rs through which you can access the Service.
1.6 METAV.RS Hub
shall mean public pages where the End User can live experiences, buy or get NFTs for Free.
1.7 METAV.RS Payment Solutions
shall mean Payment Solutions developed by METAV.RS or any of its partners to let End Users buy NFTs.
2. Account Terms
2.1 To use the Services, you must register for an account with METAV.RS (“Account”). To register, you must provide your company name, business address, phone number, valid business email address, and any other required information. METAV.RS has the right to reject or cancel your Account at any time.
2.2 To open an Account, you must be at least 18 years old or the legal age of majority in your jurisdiction.
2.3 You confirm that the Services are being used for business purposes, not for personal or domestic use.
2.4 You acknowledge that METAV.RS will use the email address provided at registration or updated later as the primary means of communication. You must check this email frequently and it must be able to send and receive messages. All communications from METAV.RS will be sent to this email address.
2.5 You are responsible for keeping your password secure. METAV.RS will not be liable for any damage caused by your failure to do so.
2.6 Technical support for the Services depends on your Pricing Plan.
2.7 Without permission from METAV.RS, you agree not to reproduce, duplicate, copy, sell, or exploit any portion of the Services.
2.8 You agree not to bypass or circumvent any technical limitations of the Services or use any tool to enable features or functionalities that are disabled in the Services or reverse engineer the Services.
2.9 You agree not to access the Services or collect any information from the Services through automated means such as robots, spiders, or scrapers.
2.10 You understand that your Materials, which include Your Trademarks, copyright content, products or services you sell or expose through the Services, and any 3D models, photos, images, videos, graphics, written content, audio files, code, information or other data provided or made available by you or your affiliates to the METAV.RS platform or its affiliates, may be transferred unencrypted, transmitted over various networks and changed to conform to technical requirements.
3. Account Activation
3.1 Account Owner
The person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) and will be authorized to use any corresponding account provided by METAV.RS. The name of the Account Owner should be clearly visible on the Platform’s website.
If signing up on behalf of an employer, the employer will be the Account Owner and the email address used must be employer-issued.
Each Account can only be associated with one Account Owner but multiple Staff Accounts.
3.2 Staff Accounts
Depending on the pricing plan, users can create one or more staff accounts (“Staff Accounts”) to allow other people access to the Account. The Account Owner can set permissions and determine the level of access for Staff Accounts.
The Account Owner is responsible for ensuring compliance with the Terms & Conditions by employees, agents, and subcontractors and is responsible for any breaches.
The Account Owner and users under Staff Accounts are each referred to as a “METAV.RS User”.
3.3 METAV.RS End User Accounts
Upon creating a METAV.RS End User Account, the End User can link their account to their own crypto wallet. All METAV.RS End User Accounts are managed by METAV.RS and can be used on multiple websites.
All data linked to METAV.RS End User Accounts remain the property of METAV.RS but can be used by the Account Owner for communication purposes.
3.4 Domain Names
Depending on the location and pricing plan, you can link external domains or sub-domains to your METAV.RS Hub.
4. METAV.RS Rights
4.1 METAV.RS has no obligation to make any feature or functionality available in any jurisdiction. METAV.RS reserve the right to modify the Services or any part of them at any time without notice.
4.2 METAV.RS do not pre-screen Digital Assets and may refuse or remove any Digital Assets from the Services at their discretion if they deem that the Digital Assets or services offered through the Services violate the AUP or these Terms & Conditions.
4.3 Any verbal or written abuse of METAV.RS employees, members, or officers will result in the immediate termination of the Account.
4.4 METAV.RS has the right to provide Services to competitors and makes no promise of exclusivity.
4.5 In the event of a dispute about Account ownership, METAV.RS has the right to request documentation to determine or confirm ownership, such as a business license, government-issued photo ID, or credit card information.
4.6 METAV.RS has the right to determine rightful Account ownership and may transfer the account to the rightful owner. In case of disputes, METAV.RS has the right to temporarily suspend or disable the account until the issue is resolved.
5. Your Responsabilities
5.1 As a user, you are responsible for the creation and operation of your METAV.RS Hub, your Digital Assets that you may distribute through the Services and for all aspects of the transactions between you and your End User(s).
5.2 You are solely responsible for the Digital Assets or services that you may distribute through the Services, including compliance with any applicable laws or regulations.
5.3 You may not use the METAV.RS Services for any illegal or unauthorized purpose and must comply with all laws, regulations and rules in your jurisdiction, your End Users jurisdiction and those of France, including obtaining and complying with any licenses or permits that may be necessary to operate.
5.4 You are required to use METAV.RS Payment Solutions, which includes METAV.RS’s checkout experience allowing End Users to create their own METAV.RS End User Account, mint their NFTs, and enter payment and personal information details.
6.1 “Confidential Information” refers to any and all information associated with a party’s business that is not publicly known, including but not limited to specific business information, technical processes and formulas, software, End User lists, prospective End User lists, names, addresses and other information regarding End Users and prospective End Users, product designs, sales, costs, price lists, and other unpublished financial information, business plans, marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. METAV.RS’s Confidential Information includes all information that users receive relating to METAV.RS and the Services that is not publicly known, including information related to METAV.RS’s security program and practices.
6.2 Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms & Conditions and to protect the Confidential Information from unauthorized use, duplication or disclosure. Each party will take all reasonable steps to prevent the unauthorized use, duplication or disclosure of the Confidential Information, except when use, duplication or disclosure is necessary for the performance of its obligations under these Terms & Conditions, required by law or court order. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, (B) was already known by the receiving party or in its possession at the time of disclosure, or (C) was independently developed by the receiving party without using or referencing the other party’s Confidential Information and without breaching any provision of these Terms & Conditions.
7. Limitation of Liability and Indemnification
7.1 You understand and agree that to the extent permitted by applicable laws, METAV.RS and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or related to the use of or inability to use the Service or these Terms & Conditions, however arising, including negligence.
7.2 You agree to indemnify and hold METAV.RS and its parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms & Conditions or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your End User, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws, or your breach of the Terms & Conditions.
7.3 You will be responsible for any breach of the Terms & Conditions by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
7.4 Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
8. Intellectual Property and Your Digital Assets
8.1 Your Digital Assets
8.1.1 We do not claim ownership of the Digital Assets you provide to METAV.RS, however, you give us a license to use them. This includes the right to host, distribute, modify, run, copy, store, perform, communicate, broadcast, reproduce, make available, display, translate, and create derivative works of any materials you provide in connection with our services. We may use this license to operate, provide, and promote our services and to fulfill our obligations and exercise our rights under the Terms & Conditions. You assure that you have the necessary rights to give us this license and you give up any moral rights you may have in the Digital Assets in favor of METAV.RS.
8.1.2 If you owned the Digital Assets before uploading them to METAV.RS, they will still be yours after uploading them to your METAV.RS Account, as long as you have granted rights and licenses to METAV.RS as outlined in the Terms & Conditions or elsewhere. You can delete your account and remove your METAV.RS Hub at any time, but this will not terminate rights or licenses that have been granted to the Digital Assets and that METAV.RS needs to exercise any rights or fulfill any obligations that arose during the Term.
8.1.3 You permit METAV.RS to review and delete any or all of the Digital Assets submitted to our services, but METAV.RS is not obliged to do so.
8.1.4 You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your METAV.RS Hub (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms & Conditions. This license will survive any termination of the Terms & Conditions solely to the extent that METAV.RS requires the license to exercise any rights or perform any obligations that arose during the Term.
8.2 METAV.RS Intellectual Property
8.2.1 You agree that you may not use any trademarks, logos, or service marks of METAV.RS, whether registered or unregistered, including but not limited to the word mark METAV.RS unless you are authorized to do so by METAV.RS in writing. You agree not to use or adopt any marks that may be considered confusing with the METAV.RS Trademarks. You agree that any variations or misspellings of the METAV.RS Trademarks would be considered confusing with the METAV.RS Trademarks.
8.2.2 You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include METAV.RS or METAV.RS Trademarks or that use or include any terms that may be confusing with the METAV.RS Trademarks.
8.2.3 You acknowledge and agree that the Terms & Conditions do not give you any right to implement METAV.RS patents.
9. Third Party Services
9.1 Custodial Wallets
Upon sign-up, depending on the location and pricing plan, you may need a corporate crypto wallet (“Custodial Wallet”) to access the Service.
9.2 METAV.RS Payment Solutions
Upon sign-up, depending on the location and pricing plan, METAV.RS may create payment gateways and implement payment solutions with third party companies, including crypto and fiat payment solutions. Fixed prices and Commissions on sales may apply depending on third party services.
10. Product update, feedback and reviews
10.1 METAV.RS encourages any ideas and/or suggestions for improvements or additions to the Services. However, by submitting any ideas or suggestions to METAV.RS (whether through direct submission or posting on any METAV.RS-hosted forum or page), you acknowledge that your ideas or suggestions will not be considered confidential, and that METAV.RS is free to use them without any expectation of compensation or further permission from you. Additionally, any reviews you submit of Third Party Services or Third Party Providers must be true to the best of your knowledge and cannot be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise harmful or offensive to third parties. METAV.RS may at its discretion remove or edit any feedback, however it doesn’t have an obligation to inspect any posted feedback.
10.2 Communicating information about the upcoming solutions and product roadmap does not engage METAV.RS in delivering new features on specific dates.
11. Intellectual Property Notice and Takedown Procedure
METAV.RS values the protection of intellectual property and requests that you do the same. As part of our policy, we will take action in response to any claims of copyright infringement. If anyone believes that one of our merchants is violating their intellectual property rights, they can notify METAV.RS by email at firstname.lastname@example.org. Upon receipt of this notification, we may remove or disable access to the Digital Assets that are alleged to be infringing on copyrights. If a user objects to the complaint, they can submit a counter notification using our form. If a court order is not obtained by the original complainant within 14 business days after receipt of a counter notification, the material will be restored.
12. Privacy and Data Protection
12.2 Additionally, if as a data processor or service provider under relevant data privacy or protection laws, such as the EU General Data Protection Regulation or the California Consumer Privacy Act, we are responsible for processing personal information of your End Users, the collection and use of this personal information is also governed by our Data Processing Addendum.
13. Term and Termination
13.1 The agreement outlined in these Terms & Conditions will take effect on the date you sign an Agreement, Contract or Order Form with METAV.RS and will remain in effect during an active license or until terminated by METAV.RS or by you, as outlined below (the “Term”).
13.2 Without limiting any other remedies, we may suspend or terminate your Account or the Terms & Conditions at any time, without notice, and for any reason, if we suspect that you have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms & Conditions will not affect any rights or obligations that existed prior to the date of termination.
13.3 Upon termination of the Services by either party for any reason:
13.3.1 METAV.RS will stop providing you with the Services and you will no longer have access to your Account.
13.3.2 Unless otherwise stated in the Terms & Conditions, you will not be entitled to any refunds of any fees.
13.3.3 Any unpaid balances owed to METAV.RS for your use of the Services through the effective date of termination will become due and payable in full.
13.3.4 Your METAV.RS Hub will be taken offline.
13.3.5 If there are any unpaid fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right, at our discretion, to update or change any portion of the Terms & Conditions at any time. We will give you reasonable notice before making changes to the Terms & Conditions that could negatively affect your use of the Services or your rights under the Terms & Conditions by sending an email to your primary email address, providing notice through the METAV.RS platform, or by similar means, unless it is done: i) for legal, regulatory, fraud and abuse prevention, or security reasons; or ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. The changes will take effect immediately upon posting of such updated terms at this location, unless we indicate otherwise in our notice. By continuing to access or use the Services after we provide notice or post the updated terms, you accept the changes and agree to be bound by the amended Terms & Conditions. If you do not agree with the amended terms, you must stop using the Services.
15. General Conditions
15.1 The Terms & Conditions, including any documents referenced within it, make up the entire agreement between you and METAV.RS, and govern your use of the Services and your account.
15.2 METAV.RS’ failure to enforce any right or provision of the Terms & Conditions will not be considered a waiver of such right or provision. If any provision of the Terms & Conditions is deemed illegal by a court of competent jurisdiction, that provision will be modified to the greatest extent allowed by law and the remaining provisions of the Terms & Conditions will remain in full effect.
15.3 Unless otherwise stated in the Terms & Conditions, no person or entity who is not a party to the Terms & Conditions will be able to enforce any terms, regardless of whether they have been identified by name, as a member of a class, or as answering a specific description, with exception of METAV.RS and its affiliates and anyone using METAV.RS Services as permitted by these Terms & Conditions.
15.4 The laws of France will govern the interpretation of the Terms & Conditions and any disputes arising from it without regard to principles of conflict of laws.
15.5 The Terms & Conditions may be available in languages other than English. In the event of any inconsistencies or conflicts between the English version and other language versions of the Terms & Conditions, the most recent English version of the Terms & Conditions at METAV.RS/terms will prevail.