These Terms of Service (these "Terms") are a legally binding agreement between Metis Solutions LLC, a limited liability company with its principal place of business in Utah, together with its permitted successors and assigns ("Metis," "we," "us," or "our"), and the person or entity that accesses or uses the Services ("Customer," "you," or "your").
These Terms govern access to and use of Metis's websites, hosted software platform, applications, portals, dashboards, reports, search tools, APIs, integrations, documentation, support, professional services, and related products and services that reference these Terms (collectively, the "Services").
By creating an account, clicking an acceptance button, executing or accepting an Order Form, accessing the Services, or otherwise using the Services, you agree to these Terms. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you may not access or use the Services.
The Services are offered only for lawful business and professional purposes. They are not offered to injured workers, claimants, patients, or other persons for personal, family, or household use.
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent of the voting interests or the power to direct the entity's management.
"Authorized Purpose" means a lawful commercial purpose expressly permitted by these Terms, the applicable Order Form, the Documentation, and applicable law. Unless Metis expressly agrees otherwise in a signed addendum, an Authorized Purpose is limited to researching and evaluating a business entity in connection with commercial workers' compensation insurance underwriting or related business-risk review.
"Authorized User" means an employee, contractor, producer, agent, underwriter, risk professional, consultant, or other individual whom Customer authorizes to use the Services on Customer's behalf and within Customer's purchased scope.
"Business Subject" means a corporation, limited liability company, partnership, nonprofit organization, governmental entity, or other legal entity that is the subject of a Search. A sole proprietorship or an individual doing business under an assumed name is not treated solely as a Business Subject when the research would identify, evaluate, or report on a natural person.
"Customer Data" means information, search inputs, instructions, files, records, configurations, and other content submitted to the Services by or for Customer. Customer Data does not include Source Data, Reports, Usage Data, Metis Technology, or information that has been lawfully aggregated or de-identified so that it cannot reasonably identify Customer or a natural person.
"Documentation" means Metis's then-current product descriptions, user guides, technical materials, usage instructions, and support documentation made available for the Services.
"Enterprise Customer" means a Customer purchasing the Services through a negotiated Order Form, master services agreement, or enterprise subscription.
"Individual-Associated Data" means information that identifies, describes, evaluates, or could reasonably be linked to a natural person, including an owner, officer, director, employee, applicant, sole proprietor, personal guarantor, claimant, or other individual associated with a Business Subject.
"Metis Technology" means the Services, Documentation, software, interfaces, APIs, workflows, search orchestration, matching logic, models, algorithms, taxonomies, designs, processes, methods, databases, templates, report structures, visualizations, and other technology or intellectual property owned, licensed, or developed by or for Metis, including improvements and derivative works.
"Order Form" means an ordering document, online checkout page, subscription confirmation, statement of work, or similar document that identifies Services, fees, subscription periods, Authorized Users, usage limits, or additional terms.
"Personal Data" means information defined as personal data, personal information, personally identifiable information, or a similar term under applicable privacy or data-protection law.
"Professional Services" means implementation, onboarding, configuration, migration, consulting, training, customization, or similar services identified in an Order Form or statement of work.
"Report" means a search result, dashboard, summary, alert, source link, record match, data element, compilation, visualization, export, or other output generated or presented through the Services.
"Search" means a query, automated research workflow, data lookup, source check, monitoring request, or other request submitted through the Services concerning a Business Subject.
"Self-Service Customer" means a business or professional customer that purchases or accesses the Services through an online checkout or account-creation process rather than a separately negotiated enterprise agreement.
"Source Data" means information obtained or derived from governmental databases, public records, publicly accessible websites, licensed commercial databases, third-party providers, customer-authorized integrations, and other external sources.
"Usage Data" means technical, operational, security, diagnostic, telemetry, and statistical information concerning the provision, performance, configuration, and use of the Services.
An Authorized User must be at least eighteen years old, legally capable of entering into binding obligations, and using the Services in a professional capacity for an Authorized Purpose.
If you accept these Terms for an employer, agency, brokerage, carrier, administrator, consulting firm, or other organization, you represent and warrant that you have authority to bind that organization. The organization is the Customer and is responsible for all Authorized Users and activity under its account.
The Services are not intended for personal, family, or household purposes. Customer may not use the Services for personal curiosity, personal investigations, domestic disputes, locating individuals, or any purpose unrelated to Customer's legitimate business operations.
Customer represents that neither Customer nor any Authorized User is prohibited from using the Services under applicable law, is acting on behalf of a sanctioned or restricted party, or will access the Services from a comprehensively sanctioned jurisdiction in violation of United States law.
When applicable, the agreement between Metis and Customer consists of:
If documents conflict, the following order applies to the subject matter of the conflict:
A negotiated term overrides another document only to the extent of the specific conflict.
Terms contained in Customer purchase orders, procurement portals, vendor onboarding systems, acceptance forms, or similar documents do not modify the agreement unless expressly accepted in a writing signed by an authorized Metis representative.
Customer must provide accurate, current, and complete account, billing, and contact information and keep that information updated.
Customer may designate account administrators. Administrators may invite or remove Authorized Users; configure permissions; connect integrations; view, export, or delete Customer Data; submit Searches; access Reports; and make other account-level decisions. Customer is responsible for selecting administrators and for their actions.
Customer must:
Customer is responsible for all activity occurring through its account and for each Authorized User's compliance with the agreement. Customer may not permit access by a competitor of Metis for competitive analysis without Metis's written consent.
If an Authorized User accesses the Services through an organization-controlled email domain, enterprise workspace, or single sign-on connection, the Customer may administer the account, manage access, view account activity, control Customer Data, and request reassignment of administrative control. Metis may act on authenticated instructions from the Customer's authorized administrator.
Subject to Customer's payment obligations and compliance with the agreement, Metis grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription period to access and use the Services for Customer's internal business operations and Authorized Purposes.
Customer's subscription may be limited by Authorized Users, Searches, Reports, Business Subjects, jurisdictions, data sources, storage, API calls, transaction volume, or other usage metrics. Customer may not circumvent or exceed purchased limits. Metis may charge overage fees, restrict excess use, or require an upgraded subscription as stated in the Order Form.
Customer Affiliates may use the Services only if authorized by an Order Form. Customer remains responsible for each participating Affiliate and its Authorized Users unless that Affiliate enters into a separate agreement with Metis.
Customer may not resell, sublicense, rent, time-share, provide service-bureau access to, or otherwise make the Services or Reports available for the benefit of an unrelated third party unless an Order Form expressly permits that business model.
Metis provides commercial underwriting intelligence, business-verification, research-automation, public-record aggregation, source-linking, and decision-support technology. The Services are intended to help insurance professionals research Business Subjects that apply for workers' compensation insurance or related commercial services.
Depending on the subscription, configuration, jurisdiction, source availability, and information supplied for a Search, the Services may locate, organize, or present:
This list is illustrative, not a promise that any category will be available for every Search.
Metis automates access to and organization of information. Unless expressly agreed in a signed Order Form, Metis does not provide private-investigator services, field investigations, surveillance, interviews, site inspections, applicant verification calls, legal opinions, or independent factual certification.
Metis may publish target or typical processing times, including rapid report-generation estimates. Any stated time is an estimate unless expressly guaranteed in a Service Level Agreement. Search completion may be affected by third-party availability, governmental database performance, website changes, authentication requirements, rate limits, incomplete inputs, network conditions, maintenance, or other circumstances outside Metis's reasonable control.
Reports may contain or be based on Source Data from governmental databases, public records, publicly accessible websites, licensed commercial databases, integrations, and other third-party sources. Metis does not create or control most Source Data.
Customer acknowledges that Source Data may be incomplete, inaccurate, outdated, unavailable, duplicated, misclassified, incorrectly indexed, removed, or associated with the wrong business or person. A source may update on a schedule unknown to Metis, and different sources may conflict.
The fact that information is publicly accessible does not mean it may lawfully be collected, used, disclosed, retained, or relied upon for every purpose. Customer is responsible for determining whether its intended use of Source Data is lawful and consistent with applicable insurance, privacy, consumer-reporting, intellectual-property, contract, and anti-discrimination requirements.
Certain Source Data may be subject to provider licenses, attribution requirements, retention limits, geographic restrictions, or use restrictions. Customer must comply with source-specific terms communicated through the Services, Documentation, Order Form, or an additional addendum.
Metis may add, replace, suspend, or remove a source or data category when a provider changes its service, a license ends, continued access presents legal or security risk, a source becomes unreliable, or continued support becomes commercially unreasonable.
Except as expressly permitted by the Services and the applicable Order Form, Customer may not resell, publish, redistribute, bulk export, create an independent database from, or provide systematic access to Source Data or Reports.
Unless expressly designated as independently verified by Metis, a Report is a source-derived research lead or organized presentation of information requiring Customer review. A Report is not a certified factual finding.
Labels such as "match," "potential match," "verified," "active," "inactive," "compliant," "noncompliant," "alert," "flag," "risk," or similar terms must be interpreted according to the Documentation. Such labels do not constitute legal conclusions, underwriting decisions, regulatory determinations, or guarantees.
Metis may use business names, assumed names, addresses, registration numbers, websites, telephone numbers, industry classifications, ownership details, and other identifiers to associate a record with a Business Subject. No matching process is infallible. Customer must review available identifiers before concluding that a result concerns the correct Business Subject.
Customer may not treat a name-only or otherwise insufficient match concerning a natural person as verified information. When Individual-Associated Data appears incidentally, Customer must use additional reliable identifiers and appropriate legal review before taking any action based on that information.
The absence of a result does not establish that no relevant information exists, that a Business Subject is compliant, or that no risk is present.
Before relying on material information, Customer must review the original source where reasonably available, assess the source date and context, resolve conflicting information, and obtain additional documentation from the applicant or another authoritative source when appropriate.
Customer must promptly notify Metis through the contact or support method available at https://metisinsured.com if Customer reasonably believes a Report is inaccurate, outdated, incomplete, incorrectly matched, or legally restricted. Metis may investigate, contact the source provider, add a warning, correct Metis-generated information, suppress a result, request documentation, or take another reasonable remedial action. Metis cannot guarantee that an independent source will correct or remove information under that source's control.
Metis is a technology provider. Unless expressly agreed in a separate signed agreement, Metis is not an insurer, insurance carrier, insurance producer, broker, agent, underwriter, managing general agent, claims administrator, third-party administrator, adjusting firm, private-investigation agency, law firm, actuarial firm, accounting firm, or other licensed professional advisor.
Metis does not bind coverage, accept or reject an applicant, quote or establish premiums, classify a risk, determine eligibility, set policy terms, issue or cancel a policy, determine renewal, or exercise underwriting authority on behalf of Customer.
The Services do not provide legal, insurance, underwriting, actuarial, tax, accounting, regulatory, or other professional advice. Reports may assist qualified personnel but do not replace Customer's professional judgment, internal procedures, carrier guidelines, or advice from licensed professionals.
Metis does not guarantee that the Services will identify every relevant issue, prevent fraud, reduce loss, improve profitability, shorten underwriting time by a particular amount, satisfy a carrier or regulator, or produce a particular insurance outcome.
Customer is solely responsible for all underwriting, pricing, eligibility, coverage, classification, risk-selection, fraud, compliance, and business decisions made using the Services.
Customer must ensure that qualified personnel independently review Reports before taking material action. Customer will not represent that Metis made, approved, required, or recommended Customer's decision.
Customer will not use a Report as the sole basis for denying, restricting, repricing, canceling, nonrenewing, or otherwise taking materially unfavorable action concerning insurance or another significant business transaction. Before taking such action, Customer must independently verify material information, assess relevance and reliability, consider information supplied by the applicant, and satisfy applicable notice, explanation, review, appeal, and recordkeeping requirements.
Customer is responsible for maintaining underwriting guidelines, quality-control procedures, escalation criteria, source-review practices, anti-discrimination controls, and appropriate documentation of decisions.
Metis's standard Services are designed, marketed, and authorized for business-entity research and commercial decision support. They are not designed or authorized to furnish a "consumer report" or "investigative consumer report" about a natural person under the Fair Credit Reporting Act ("FCRA") or analogous state law.
Unless Metis expressly authorizes a use in a separately signed FCRA or regulated-data addendum, Customer may not use the Services or a Report, in whole or in part, to determine or influence a natural person's eligibility for:
Customer may not use Individual-Associated Data concerning an owner, officer, employee, sole proprietor, guarantor, or other natural person to make a commercial insurance decision where that use would constitute or contribute to a regulated consumer report, unless Metis has expressly authorized the use and the parties have implemented all required compliance procedures.
A Search concerning a sole proprietorship, an individual doing business under an assumed name, or a business whose records cannot reasonably be separated from an individual requires heightened review. Customer may not conduct or use such a Search unless the applicable Service expressly supports it and Customer has a lawful basis and all required notices, authorizations, and permissible purposes.
For every Search, Customer represents, warrants, and certifies that:
Nothing in these Terms determines whether Metis, Customer, a Report, or a particular use is subject to the FCRA or another law. Legal status depends on the facts, data, purposes, and applicable law. Metis may suspend or prohibit a feature or use if Metis reasonably believes it could create unapproved regulatory obligations.
Online and social-media information may be self-reported, fabricated, satirical, impersonated, outdated, incomplete, taken out of context, or unrelated to the Business Subject.
Customer must not assume that:
Customer may not use the Services to access or evaluate private social-media content, bypass access controls, impersonate another person, or infer protected characteristics. Customer must not base decisions on protected characteristics or unlawful proxies for protected characteristics.
Customer must independently authenticate and evaluate online content before using it for a material decision and must consider context, date, authorship, and relevance.
As between the parties, Customer retains all right, title, and interest in Customer Data.
Customer grants Metis and its subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, display, modify, process, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the Services; perform Customer's instructions; prevent fraud and abuse; comply with law; and exercise Metis's rights under the agreement.
Customer is responsible for the accuracy, legality, quality, and appropriateness of Customer Data and for obtaining all rights, notices, consents, and lawful bases necessary for Metis to process it.
Customer must provide sufficiently accurate and complete identifiers for each Search. Customer is responsible for errors caused by misspellings, incomplete identifiers, incorrect entities, or ambiguous inputs.
Customer will submit only the minimum Customer Data reasonably necessary for an Authorized Purpose and will not use free-text fields to store unnecessary sensitive information.
Metis may access, preserve, or disclose Customer Data when reasonably necessary to comply with applicable law, lawful process, binding orders, or governmental requests. Where legally permitted, Metis will attempt to notify Customer before disclosure so Customer may seek protective relief.
Metis's Privacy Policy describes how Metis processes Personal Data in its capacity as an independent business or controller, including website, account, billing, security, and business-contact information.
Where Metis processes Personal Data on Customer's behalf as a processor or service provider, Metis's Data Processing Agreement applies and controls over conflicting provisions concerning that processing.
Customer's instructions consist of the agreement, Customer's configurations and use of the Services, and other lawful written instructions agreed to by Metis. Metis is not required to follow an instruction that Metis reasonably believes violates law, creates material security risk, or materially expands the Services without an amendment and corresponding fees.
International data-transfer mechanisms, if applicable, will be addressed in the Data Processing Agreement.
Unless Metis has expressly approved the category and the parties have executed any required addendum, Customer may not submit to the Services:
Complete payment-card information may be submitted only through Metis's authorized payment processor or designated payment functionality, not through general Service fields.
Metis may require a Data Processing Agreement, Security Addendum, Business Associate Agreement, source-specific license, or other written addendum before enabling a feature that processes restricted or regulated data.
Metis may collect and use Usage Data to provide and administer the Services; monitor availability and performance; allocate resources; prevent fraud and abuse; detect security threats; provide support; understand feature adoption; develop and improve products; and comply with law.
Metis may create and use aggregated or de-identified information for lawful business purposes, including analytics and benchmarking, provided the information does not reasonably identify Customer or a natural person and Metis does not attempt to re-identify it.
Metis will not publicly identify Customer as the source of aggregated or benchmark information without Customer's permission.
The Services may use automated workflows, search orchestration, classification, entity-resolution logic, machine learning, or artificial-intelligence-assisted features to locate, summarize, organize, or prioritize information.
Automated outputs may be incomplete, inaccurate, inconsistent, outdated, or inappropriate for a particular matter. Customer must independently review and validate outputs before relying on them.
Customer may not use an automated output as the sole basis for a decision producing legal or similarly significant effects on a natural person. Customer must implement appropriate human oversight, testing, documentation, escalation, and review procedures.
Metis will not use Customer Data to train a general-purpose model for the benefit of unrelated customers unless the applicable Order Form, Data Processing Agreement, or product notice expressly permits that use or the data has been lawfully de-identified. This restriction does not prevent Metis from using Usage Data, feedback, or de-identified information to improve the Services.
Certain features may rely on third-party technology. Metis may identify applicable third-party terms where required. Metis does not grant rights to third-party technology beyond those necessary to use the applicable feature.
Customer and Authorized Users must not:
Metis may investigate suspected violations and cooperate with law enforcement or regulators where legally required.
The Services may interoperate with identity providers, customer systems, insurance platforms, governmental databases, payment processors, communication services, storage providers, and other third-party services.
When Customer enables an integration, Customer authorizes Metis to exchange Customer Data with the applicable third party as necessary to provide the integration.
Third-party services are governed by their own terms and privacy practices. Metis does not control and is not responsible for third-party availability, security, accuracy, performance, changes, or processing after data is transmitted to the third party.
Customer may use a Metis API only as documented and within purchased limits. Customer must secure API credentials, comply with rate limits, and may not expose an API to unauthorized third parties.
Metis may modify, suspend, or discontinue an integration if a third-party provider changes or withdraws its service, if continued support creates legal or security risk, or if continued operation becomes commercially unreasonable.
Professional Services will be described in an Order Form or statement of work. Unless expressly stated otherwise, Professional Services are performed remotely during normal business hours.
Customer will provide timely access, decisions, information, personnel, and technical resources reasonably required for Professional Services. Metis is not responsible for delays caused by Customer or third parties.
Unless an Order Form states otherwise, Customer may use Professional Services deliverables solely with the Services for Customer's internal business operations. Metis retains ownership of pre-existing materials, tools, methods, templates, know-how, and generalized skills.
Customer will pay all fees stated in the applicable Order Form or checkout page. Except where required by law or expressly provided in the agreement, fees are non-cancelable and non-refundable.
Customer authorizes Metis and its payment processor to charge the payment method provided for subscription fees, usage charges, taxes, renewals, and other amounts due.
Unless an Order Form states otherwise, invoiced amounts are due within thirty days after the invoice date.
Customer must maintain complete and accurate billing, tax, and payment information. Customer authorizes Metis to receive updated payment credentials from payment networks or processors where permitted.
Customer must notify Metis in writing of a good-faith billing dispute within thirty days after the applicable invoice or charge and must timely pay all undisputed amounts.
Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by law. Customer is responsible for reasonable collection costs incurred to collect overdue amounts.
Fees exclude sales, use, value-added, withholding, excise, and similar taxes. Customer is responsible for taxes associated with its purchases, excluding taxes based on Metis's net income. If Customer must withhold tax, Customer will provide appropriate documentation and, unless prohibited by law, increase its payment so Metis receives the amount it would have received absent the withholding.
Customer may not withhold, offset, or deduct amounts owed except where required by law or expressly agreed in writing.
Metis may offer trials, proofs of concept, pilots, promotional pricing, credits, or evaluation access subject to additional terms. Unless expressly stated otherwise, trial access may be modified or terminated at any time; trial data may be deleted after the trial; no production use is permitted; promotional pricing applies only for the stated period; and credits have no cash value.
Features designated alpha, beta, preview, early access, evaluation, experimental, or pre-release ("Beta Services") may be incomplete, inaccurate, unstable, or changed without notice. Beta Services may not be suitable for production use and may not be covered by service levels, warranties, support commitments, or indemnification.
Metis will not convert a trial into a paid automatically renewing subscription unless Customer receives required disclosures and provides legally sufficient consent.
The initial subscription period is stated in the applicable Order Form or checkout page.
Unless an Order Form states otherwise, a paid subscription automatically renews for successive periods equal to the expiring subscription period unless either party timely provides notice of non-renewal.
Unless an Order Form states otherwise, an Enterprise Customer must provide written notice of non-renewal at least thirty days before the end of the then-current subscription period.
A Self-Service Customer may cancel automatic renewal through the online account interface or another electronic cancellation method identified by Metis. Cancellation prevents future renewal but does not terminate access before the end of the paid subscription period unless expressly stated.
Metis will provide renewal, trial-conversion, and price-change notices where required by applicable law. Customer is responsible for maintaining a valid email address and reviewing account and billing notices.
Metis may change subscription pricing effective at the next renewal by providing advance notice. Pricing for a committed Enterprise subscription changes only as permitted by the applicable Order Form.
Except as expressly provided in Metis's Refund Policy, an Order Form, or applicable law, prepaid fees are non-refundable and unused subscription time does not create a credit.
Metis's then-current Cancellation, Refund, and Renewal Policies are incorporated into these Terms. If a policy conflicts with an Order Form, the Order Form controls.
Metis may improve, modify, replace, or discontinue features. Metis will not materially reduce the core functionality of a paid Service during a committed subscription period without providing a substantially equivalent replacement, reasonable advance notice, or an appropriate termination remedy. This commitment does not apply to changes required for security, legal compliance, third-party dependencies, source licensing, prevention of harm, or Beta Services.
Metis may perform scheduled or emergency maintenance. Where reasonably practicable, Metis will provide advance notice of scheduled maintenance expected to materially affect availability.
Support scope, channels, and availability depend on Customer's subscription. Metis may require reasonable information and cooperation before investigating a support request.
Uptime commitments, support response times, and service credits apply only when stated in an applicable Service Level Agreement or Order Form. Service credits are Customer's exclusive remedy for a failure to meet a service level unless the applicable Service Level Agreement states otherwise.
Metis may suspend access to some or all Services when reasonably necessary to:
Where practicable and legally permitted, Metis will provide notice and an opportunity to cure before suspension and will use reasonable efforts to limit a suspension to the affected account, user, feature, data source, or activity.
Customer remains responsible for fees during a suspension caused by Customer's breach, nonpayment, misuse, or violation of source terms.
Either party may terminate an applicable Order Form or subscription if the other party materially breaches the agreement and fails to cure within thirty days after written notice. A payment breach must be cured within ten days after written notice.
Either party may terminate if the other party ceases business operations without a successor, makes a general assignment for the benefit of creditors, or becomes subject to an insolvency, receivership, or bankruptcy proceeding not dismissed within sixty days.
Metis may terminate immediately if Customer's use is unlawful or fraudulent; poses a material security threat; creates substantial risk of harm or liability; infringes Metis's rights; repeatedly violates acceptable-use restrictions; or subjects Metis to an unanticipated legal or regulatory obligation that Metis cannot reasonably accommodate.
Upon termination or expiration:
During the subscription period, Customer may export Customer Data and Reports using available functionality, subject to source-license and technical restrictions. Unless an Order Form or Data Processing Agreement states otherwise, Metis may make Customer Data available for export for thirty days after termination or expiration.
After the export period, Metis may delete Customer Data in accordance with its retention practices. Metis may retain information where required by law; to establish, exercise, or defend legal rights; in secure backups until overwritten through ordinary cycles; or in aggregated or de-identified form.
Accrued payment obligations, ownership, confidentiality, data restrictions, disclaimers, indemnification, limitations of liability, dispute resolution, and provisions that by their nature should survive remain effective after termination.
"Confidential Information" means non-public information disclosed by or on behalf of a party that is marked confidential or reasonably should be understood as confidential given its nature and the circumstances of disclosure.
Metis Confidential Information includes non-public aspects of the Services, product plans, pricing, source arrangements, security materials, audit reports, penetration-test results, matching logic, models, software, and technical information. Customer Confidential Information includes Customer Data and non-public business, applicant, operational, and technical information.
The receiving party will use Confidential Information only to perform or exercise rights under the agreement; protect it using at least reasonable care and no less care than it uses for similar information; disclose it only to personnel, Affiliates, contractors, advisors, and subprocessors who need to know it and are bound by confidentiality obligations; and remain responsible for persons to whom it discloses the information.
Confidential Information does not include information the receiving party can demonstrate is public without breach; was lawfully known without confidentiality restriction; was lawfully received from a third party without confidentiality obligation; or was independently developed without use of the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information when legally required. Where permitted, it will provide advance notice and reasonable assistance, at the disclosing party's expense, in seeking protective treatment.
Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The affected party may seek injunctive or equitable relief in addition to other remedies.
Metis will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, use, alteration, and disclosure.
Customer is responsible for account and endpoint security, user permissions, credential management, secure integrations, Customer-controlled systems and networks, lawful data submission, security of exported Reports, and prompt response to security notices.
Metis may provide security questionnaires, policies, certifications, reports, or audit materials subject to confidentiality restrictions and availability based on Customer's subscription.
Security-incident obligations concerning Personal Data will be governed by the Data Processing Agreement, applicable Security Addendum, and applicable law.
No transmission, storage, or security control is completely secure. Metis does not warrant that unauthorized parties will never defeat security measures, but this does not limit Metis's express contractual security obligations.
Metis and its licensors retain all right, title, and interest in Metis Technology, Source Data licensed to Metis, Reports as to their selection, arrangement, structure, and presentation, and all related intellectual-property rights. No rights are granted except those expressly stated in the agreement.
Customer retains ownership of Customer Data, Customer trademarks, and other materials supplied by Customer. Customer grants Metis a limited license to use those materials solely as necessary to provide the Services.
Subject to the agreement and source-specific restrictions, Metis grants Customer a limited, non-exclusive, non-transferable right during and after the subscription period to use lawfully exported Reports for Customer's internal records and Authorized Purposes. Customer may share a Report with its carrier, reinsurer, auditor, regulator, legal advisor, or applicant only where lawful, reasonably necessary, and consistent with source restrictions and confidentiality obligations.
Each party reserves all rights not expressly granted.
Customer may provide suggestions, enhancement requests, ideas, or other feedback. Customer grants Metis a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate feedback without restriction or obligation, provided Metis does not publicly identify Customer as the source without permission.
Metis will not publicly use Customer's name or logo as a customer reference without Customer's written permission, except where an Order Form expressly permits such use.
Each party represents that it has validly entered into the agreement and has the legal power to do so.
For a paid subscription, Metis warrants that the hosted Services will perform materially in accordance with the applicable Documentation under normal authorized use.
Customer's exclusive remedy for breach of this warranty is for Metis to use commercially reasonable efforts to correct the nonconformity. If Metis cannot correct a material nonconformity within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid unused fees for the terminated portion.
The performance warranty does not apply to issues caused by Customer or third-party systems; unauthorized use or modifications; failure to follow Documentation; inaccurate Search inputs; Source Data; Beta Services; third-party services; Internet or telecommunications failures outside Metis's reasonable control; or Customer's breach of the agreement.
No oral or written information provided by Metis creates a warranty not expressly stated in the agreement.
Customer will defend, indemnify, and hold harmless Metis, its Affiliates, and their respective directors, officers, employees, contractors, and agents from third-party claims, damages, losses, judgments, penalties, costs, and reasonable attorneys' fees arising from:
Customer has no obligation to the extent a claim results directly from Metis's breach of the agreement, gross negligence, willful misconduct, or violation of law.
For a paid Enterprise Customer, Metis will defend Customer from a third-party claim alleging that Customer's authorized use of the unmodified hosted Services infringes a United States patent, copyright, or trademark, and will indemnify Customer against damages and reasonable attorneys' fees finally awarded or approved in a settlement authorized by Metis.
Metis has no obligation for claims arising from Customer Data; Customer specifications or instructions; modifications not made by Metis; combination with items not supplied or approved by Metis; use after notice to stop; use outside the agreement or Documentation; Source Data; Beta Services; third-party services; or continued use after Metis provides a non-infringing replacement.
If a claim appears likely, Metis may obtain the right for Customer to continue using the affected Service; modify or replace it with materially equivalent functionality; or terminate the affected Service and refund prepaid unused fees for the terminated portion. This Section states Metis's entire liability and Customer's exclusive remedy for intellectual-property infringement claims.
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced.
The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent.
The liability cap does not limit Customer's payment obligations; Customer's infringement or misappropriation of Metis's intellectual-property rights; either party's fraud or willful misconduct; Customer's prohibited use of the Services; or liabilities that cannot legally be limited.
Any separate or enhanced liability cap for confidentiality, security, privacy, indemnification, or regulated data must be expressly stated in an Order Form or addendum.
The fees reflect the allocation of risk in the agreement. The limitations apply regardless of the legal theory and even if a limited remedy fails of its essential purpose.
Each party will comply with laws applicable to its performance under the agreement.
Customer is solely responsible for laws and professional requirements applicable to Customer's industry, licensing, underwriting, applicant communications, insurance operations, privacy practices, consumer-report use, anti-discrimination obligations, record retention, automated decision-making, accessibility, and use of the Services.
Metis does not represent that the Services satisfy every requirement applicable to Customer unless a signed agreement expressly states otherwise.
Customer will reasonably cooperate with Metis in responding to lawful regulatory inquiries concerning Customer's use of the Services. Metis may require Customer to provide certifications, policies, or information reasonably necessary to verify compliance with Authorized Purposes and source restrictions.
Government or public-sector use may require a separate addendum. No statute, procurement term, sovereign-immunity provision, public-records requirement, or government-specific obligation applies to Metis unless accepted in writing by an authorized Metis representative.
The Services and Documentation are commercial products and commercial computer software developed exclusively at private expense. Government users receive only the rights granted under the agreement and applicable procurement regulations.
A public-sector Customer will notify Metis, where legally permitted, before disclosing Metis Confidential Information in response to a public-records request and will reasonably cooperate in protecting exempt information.
Customer will comply with applicable export-control, import, and economic-sanctions laws. Customer may not export, re-export, transfer, access, or use the Services in an embargoed jurisdiction, for a prohibited end use, by or for a restricted party, or in violation of United States law.
Neither party will offer, promise, authorize, or provide anything of value in violation of applicable anti-bribery or anti-corruption laws in connection with the agreement.
Before filing a formal claim, each party will provide written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for at least thirty days. This requirement does not prevent emergency injunctive relief or a filing necessary to preserve a limitation period.
The agreement is governed by the laws of the State of Utah, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Unless a negotiated agreement states otherwise, disputes involving an Enterprise Customer will be brought exclusively in the state or federal courts located in Salt Lake County, Utah. Each party consents to personal jurisdiction and venue in those courts.
Except for claims eligible for small-claims court or claims seeking injunctive relief for unauthorized use of intellectual property, Confidential Information, or data, disputes involving a Self-Service Customer will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.
Arbitration may occur by video conference, written submissions, or in Salt Lake County, Utah, as determined under the applicable rules.
A Self-Service Customer may opt out of the arbitration and class-waiver provisions by sending written notice to Metis Solutions LLC at 1106 S Redwood Rd, Unit 13, Salt Lake City, UT 84104, United States within thirty days after first accepting these Terms. The notice must include Customer's legal name, account email, and a clear statement that Customer is opting out of arbitration.
Either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, security, or data without waiving other dispute-resolution requirements.
Customer consents to receiving legal, transactional, security, billing, and service-related communications electronically. Metis may provide notice through the Services, Customer's account, email to Customer's registered address, or another reasonable electronic method.
Formal notices concerning breach, indemnification, termination for cause, or legal claims must be in writing and sent:
To Metis Solutions LLC:
1106 S Redwood Rd, Unit 13, Salt Lake City, UT 84104, United States
Online copy (optional): submit through the contact method available at https://metisinsured.com
To Customer:
The billing, legal, or administrative contact identified in Customer's account or Order Form.
Customer must keep account and notice information current. Metis is not responsible for notices missed because Customer supplied inaccurate or outdated information.
Metis may update these Terms to reflect changes to the Services, legal or regulatory developments, security requirements, new functionality, business practices, or clarifications.
Metis will provide reasonable advance notice of a material change that adversely affects an existing paid Customer. Unless a change must take effect earlier for legal or security reasons, materially adverse changes apply to an existing paid Customer at its next renewal.
Changes apply to new Customers when posted. Continued use after the effective date constitutes acceptance where legally permitted. Metis will obtain affirmative consent where required by law.
Neither party may assign the agreement without the other party's prior written consent, which will not be unreasonably withheld.
Either party may assign the agreement without consent to an Affiliate or in connection with a merger, conversion, reorganization, financing, sale of substantially all assets, or change of control, provided the assignee agrees to be bound by the agreement.
Metis may assign or transfer the agreement from Metis Solutions LLC to a successor corporation or other entity formed through a conversion, reorganization, or restructuring without Customer consent. Any prohibited assignment is void.
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, power failure, Internet or telecommunications failure, cloud-provider disruption, data-source outage, third-party service failure, or cyberattack not caused by the affected party's breach of its security obligations.
The affected party will use reasonable efforts to mitigate the impact. This Section does not excuse Customer's obligation to pay amounts already due.
The parties are independent contractors. The agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship.
The agreement benefits only the parties and their permitted successors and assigns, except indemnified parties expressly identified in the agreement.
A waiver must be in writing and signed by the waiving party. A failure or delay in exercising a right is not a waiver.
If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. If the class-action waiver is unenforceable as to a particular claim, that claim will proceed in court rather than class arbitration.
Headings are for convenience only. "Including" means "including without limitation." References to writing include legally valid electronic communications. The agreement will not be construed against a party merely because that party drafted it.
The agreement constitutes the entire agreement concerning the Services and supersedes prior or contemporaneous proposals, statements, communications, and agreements concerning its subject matter.
Order Forms and amendments may be executed in counterparts and by electronic signature. Electronic acceptance, including click-through acceptance, has the same effect as a handwritten signature.
The English-language version controls unless applicable law requires otherwise.
Metis may retain electronic records of Customer acceptance, including the account identifier, accepting user, timestamp, Internet Protocol address, user agent, acceptance method, and version of each incorporated document. Customer agrees that these records may be used to establish assent, authority, notice, and the terms in effect at the time of acceptance.
Questions concerning these Terms may be submitted through the contact or support method available at https://metisinsured.com or mailed to:
Metis Solutions LLC
Attn: Legal
1106 S Redwood Rd, Unit 13, Salt Lake City, UT 84104, United States
Website: https://metisinsured.com