Site "). To use Metasphere Technologies portal or services provided through the websites, the mobile and touch versions, and other electronic services made available to businesses and participating merchants, or portions or services
legal disclosures that you should read carefully. Metasphere Technologies (a company registered in UAE at Ubora Office Tower, Dubai) and/or its affiliates and subsidiaries (“Metasphere,” “we,” “us,” “our”) and partners (“End User”
- 1. Metasphere operates the Site. By using the Site, any service provided through the Site, or installing mobile or touch versions that allow access to content or services provided through the Site, you agree to be bound by these
3. Permitted Uses
The Site provides information for prospective and current merchant partners about how Metasphere’s promotion and marketing services can help your business effectively advertise its goods and services to new and existing customers through Metasphere’s
platform. As a condition of your use of the Site, you agree that:
- 1. you are an individual person at least 18 years of age;
2. you possess the authority to create a binding legal obligation;
4. you understand and agree that you are responsible for the use of your account by anyone you allow to access it;
5. you have the right to provide any and all information you submit to the Site, and all such information is accurate, true, current and complete; and
6. you understand that Metasphere may carry out credit and other checks on you and/or your business.
4. Availability of the Site
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation,
routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. Metasphere retains the right at our sole discretion
to deny service, or access to the Site to anyone or an account, at any time and for any reason.
5. Ownership of the Site
- 1. The content and information on the Site (“Content”) as well as the infrastructure used to provide the Content, is proprietary to us and other partners. You agree not to modify, copy, distribute, transmit, display, perform, reproduce,
publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Site.
- 2. Non-Solicitation - Our database of users, known as (“User”, “Influencer” or “Creator”), and their data is proprietary to us and other partners. During the Term and for one (1) year thereafter, Contractor shall not encourage
or solicit any Influencer of Metasphere to leave or terminate its relationship with Metasphere for any reason. Furthermore, the merchant will not approach the Influencer directly or indirectly for the purposes of independent
contracting or any agreement offering any form direct exposure.
6. Transmission of information
Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with Metasphere and the Site
while it is being transmitted. In addition, Metasphere is not responsible for any data lost during transmission.
7. Your conduct on our sites
- 1. The Site and other websites operated by Metasphere that is available to End Users is private property (collectively, the “Metasphere Sites”). All interactions on the Metasphere Sites must be lawful and must comply with these
seek other remedies.
- 1. submitting any purposely inaccurate information, committing fraud or falsifying information;
2. attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorised to access;
3. attempting to scan, or test the security or configuration of the Metasphere Sites or to breach security or authentication measures without proper authorisation;
4. tampering or interfering with the proper functioning of any part, page or area of the Metasphere Sites and any and all functions and services provided by Metasphere;
5. attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Metasphere Sites;
6. using the Metasphere Sites or any of their contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with Metasphere, without Metasphere prior written consent;
7. reselling or repurposing your access to the Metasphere Sites;
8. using the Metasphere Sites or any of its resources to solicit Metasphere customers, merchants or other business partners of Metasphere to become users or partners of other online or offline services directly or indirectly competitive or potentially
competitive with Metasphere, including, without limitation, aggregating current or previously offered campaigns;
9. using any Metasphere merchant information that is not your information from the Metasphere Sites for any commercial purpose, including, but not limited to, marketing;
10. offering vouchers or otherwise using any Metasphere account to offer vouchers for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by agreement between you and Metasphere;
11. accessing, monitoring or copying any content or information from any Metasphere Sites using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
12. violating the restrictions in any robot exclusion headers on any Metasphere Sites or bypassing or circumventing other measures employed to prevent or limit access to the Metasphere Sites;
13. taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting the
14. aggregating any live or post-feature content or other information from the Metasphere Sites (whether using links or other technical means or physical records associated with transactions made through the Metasphere Sites) with material from other
sites or on a secondary site without our express written permission;
15. seep-linking to any portion of the Metasphere Sites (including, without limitation, the purchase path for any voucher) without our express written permission;
16. acting illegally or maliciously against the business interests or reputation of Metasphere, our other merchants or our services; or
17. hyperlinking to the Metasphere Sites from any other website without our initial and ongoing consent.
or the Site including, but not limited to, requirements for access or use.
9. Copyright and trademarks
- 1. Everything located on or in the Metasphere Sites is the exclusive property of Metasphere. Any copying, distributing, transmitting, posting, linking, deep linking or otherwise modifying of the Site or any portions or areas of
the Metasphere Site without the express written permission of Metasphere is prohibited. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject
you to civil and/or criminal penalties.
- 2. The Metasphere Sites contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Metasphere
Sites are protected by copyright. Metasphere owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate
in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication
or commercial exploitation of downloaded material without the express permission of Metasphere or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make
independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted
3. You will not upload, post or otherwise make available on the Metasphere Sites any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
Metasphere does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will
be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission.
4. By submitting material to any public area of the Metasphere Sites, you warrant that the owner of such material has expressly granted Metasphere the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt,
publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that
may exist in such material. You also permit any other End User to access, view, store or reproduce the material for such End User’s personal use. You also grant Metasphere the right to edit, copy, publish and distribute any
material that you make available on the Metasphere Sites.
10. Copyright policy and procedures
1. Metasphere reserves the right to terminate its agreement with you or any other End User who infringes third-party copyrights.
2. If you believe that any material has been posted via the Metasphere Sites by an End User in a way that constitutes copyright infringement, you shall provide Metasphere with the following information:
1. an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work;
2. an identification of the copyrighted work and the location on the Metasphere Sites of the allegedly infringing work;
3. a written statement that you have a good faith belief that the disputed use is not authorised by the owner, its agent, or the law;
4. your name and contact information, including telephone number and e-mail address; and
5. a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.
3. Please contact the below email address for notice of claims of copyright infringement: firstname.lastname@example.org
4. Unsolicited ideas
- 1. We do not accept or consider, directly or through any Metasphere employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements,
names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“unsolicited
materials”). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
2. Metasphere has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
3. Metasphere will own, may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.
11. Disclaimer or warranty
- 1. You expressly agree that use of the Site is at your sole risk. Neither Metasphere, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates nor any of their respective employees, agents, merchants,
third-party content providers or licensors, or any of their officers, directors, employees or agents, warrant that use of the Site will be uninterrupted or error free; nor do they make any warranty as to
- 2. the results that may be obtained from use of the Site; or
3. the accuracy, completeness, reliability or content of any information (including, but not limited to, product descriptions), service, products or vouchers provided through the Site.
4. The Site and all content, statements (as defined below) and other information contained on the Site, and products and services accessible or available through the site are made accessible or available on an “as is” and “as available” basis.
5. Metasphere hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the operation of the Site or the content, statements or other information contained on the Site, or the products or services accessible
or available through the Site, including, but not limited to those of title noninfringement, merchantability, and fitness for a particular purpose.
12. Limitation of liability
1. In no event shall Metasphere, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates nor any of their respective employees agents, merchants, partners, third-party content providers or licensors, or any of their officers,
directors, employees or agents, be liable for:
1. loss of revenue;
2. loss of actual or anticipated profits;
3. loss of contracts;
4. loss of the use of money;
5. loss of anticipated savings;
6. loss of business;
7. loss of opportunity;
8. loss of goodwill;
9. loss of reputation;
10. loss of, damage to, or corruption of data; and
11. indirect or consequential losses, whether those losses are foreseeable, known, foreseen or otherwise, arising out of or related to your use of the Site, the content, statements and other information contained therein, the products or services accessible
13. Communications and Marketing
1. Metasphere may allow you to use the Site to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms or other communication facilities that may be offered on or through the Metasphere Sites from time to time (collectively
rules established by Metasphere, as well as to satisfy any applicable law, regulation or authorised government request. Without limiting the foregoing, Metasphere shall have the right, but not the obligation, to remove
or postings of any kind made by you or any other End User to the Communities (collectively, “Statements”), are those of the respective author(s) or distributor(s) and not of Metasphere.
2. You agree that we may use your contact information to provide you with the information you requested. You also consent to us using and sharing your contact information to make, and allow others on our behalf to make, unsolicited marketing calls and
send you postal and electronic communications (e.g., emails) with information about Metasphere’s and our business partner’s products, promotions and/or services that we think may be of interest to you. We may also use your
contact information to confirm your identity, solicit your views on our services, develop new offers and promotions, and for market research. We always reserve the right to disclose contact information and personal data
in order to:
- 1. comply with applicable laws;
2. respond to governmental enquiries (or enquiries from a legal, governmental or quasi-governmental or local authority agency or Internet protection agency of any type);
3. comply with a valid legal process or procedure; or
4. protect our rights or property, this Website, and/or other users of this Website.
14. Public nature of your statements
You understand and agree that all Statements are public and not private. Any other person (whether or not a user of Metasphere’s services) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our
actions resulting from your participation in any part of the Communities, including any objectionable content. Any and all Statements you post to our Metasphere Sites are not confidential.
15. License grant
By posting Statements or other information on or through the Communities, you grant Metasphere a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements
alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your
license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
You agree to defend, indemnify and hold harmless Metasphere, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including
for your interactions with your customers and other users of the Metasphere Sites. To the extent permitted under applicable laws, you hereby release Metasphere from any and all claims or liability related to any product or
service you make or offer to End Users, your Statements, any action or inaction by you, including your failure to comply with applicable law and/or failure to abide by the terms of a Metasphere, and any conduct or speech, whether
online or offline, of any other user or merchant.
17. Governing law
This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with UAE law and both parties hereby submit to the exclusive jurisdiction of the UAE courts.
18. Additional Disclosures
similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms of
- 2. You are contracting with Metasphere Analytic Technologies.
and each shall have the right to assert and enforce such provisions directly or on its own behalf.
events, to the extent such event is beyond Metasphere’s reasonable control.
19. Term; Termination
- 1. Term. The term of this Agreement shall commence on the starting date of this agreement and shall continue in full force for 1 year with unlimited renewal of the contract unless terminated by any of the parties, the rights,
duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising in media whose closing dates
follow then such period.
2. Early Termination. AN early termination and the applicability of this clause will be only after 1 month from commencement of this agreement. Notwithstanding any other provision of the Agreement, the Agreement shall be terminated on the occurrence of
the following events:
1. Either Party fails to comply with any provision of this Agreement;
2. Either Party has made an untrue or incorrect representation;
3. Any of the Parties enter into bankruptcy or liquidation proceedings or calls in the official receiver for the purpose of closing down the company; or
4. The Agreement is cancelled by the Client for any reason whatsoever, with cause by providing 30 (thirty) days prior written notice.
3. Effect of Termination. Upon termination of this Agreement for any reason: each party will return, or at the disclosing party’s request destroy, all Confidential Information and other materials of the other party in its possession. Termination of this
Agreement by any party will not act as a waiver of any breach of this Agreement and will not act as a release of liability under this Agreement.
Such termination shall
be without prejudice to any rights and/or entitlements that may have accrued or accruing due prior to the termination.
- 1. The Agreement shall be governed by and construed in accordance with the laws of Emirate of Dubai and Federal laws of United Arab Emirates.
- 2. Any dispute or difference arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be firstly settled amicably within 7 (seven) days from the
date of the dispute being notified in writing by either party to the other party, unless settled amicably, the dispute shall be finally resolved by the exclusive jurisdiction of the local Dubai Courts.
- 3. Negotiations prior to taking legal steps, both the parties agree and accept that all wilful settlement negotiations will be done by ether parties to mitigate any differences in business deals and understandings.
- 4. Press Release; Logo Use. Neither party will make any public announcement or press release regarding this Agreement or the other party’s performance under this Agreement without the prior written approval of the other