Metis Labs, Inc. Terms of Service

Effective Date: September 1st, 2026
Last Updated: September 2nd, 2026

These Platform Terms of Service (these “Terms”) are entered into between Metis Labs, Inc. (“Metis,” “Company,” “we,” “us,” or “our”) and the person or entity accessing or using the Metis Platform (“Customer,” “you,” or “your”).

Metis Labs, Inc. is located at 467 Central Park West, Suite 3B, New York, NY 10025, United States.

These Terms govern access to and use of the Metis software platform, related applications, deployment tooling, integrations, Model Context Protocol (“MCP”) components, artificial intelligence orchestration functionality, workflow and automation functionality, documentation, and related services made available by Metis (collectively, the “Platform”).

By accessing or using the Platform, executing an order form referencing these Terms, or permitting Authorized Users to access or use the Platform, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, fund, investment adviser, financial institution, or other legal entity, you represent and warrant that you have authority to bind that entity.

If you do not agree with these Terms, you may not access or use the Platform.

The Platform is intended for business and professional use by persons eighteen (18) years of age or older and is not intended for consumer use.

1. THE METIS PLATFORM

1.1 Platform Description

Metis provides enterprise artificial intelligence infrastructure designed to enable customers to connect artificial intelligence models, data sources, applications, tools, agents, and automated workflows within customer-controlled technology environments.

The Platform may enable Authorized Users to interact with connected systems using natural language, execute workflows, invoke software tools or APIs, use artificial intelligence models, create or utilize MCP servers and other integrations, schedule recurring tasks, generate analyses or other outputs, and perform actions within connected systems according to permissions configured by Customer.

Metis is an enabling technology platform. Metis does not independently determine Customer’s business objectives, investment strategies, compliance requirements, data-access policies, user permissions, or appropriate uses of information accessible through Customer systems.

1.2 Customer-Controlled Deployment Model

Unless otherwise expressly agreed in writing, the Platform is deployed within cloud infrastructure owned or controlled by Customer (the “Customer Environment”). Customer retains administrative and security control over its cloud environment, network configuration, identity systems, connected systems, data sources, and user permissions.

The Platform is designed to operate within network boundaries established in the Customer Environment, which may include virtual private clouds, subnets, security groups, network segmentation, firewall rules, private endpoints, and other cloud security controls configured for the applicable deployment.

Metis software may process Customer Data within the Customer Environment as necessary to provide the functionality requested by Customer and its Authorized Users. Metis Labs does not, however, receive, host, store, or persist Customer production data within Metis-controlled infrastructure unless Customer expressly authorizes otherwise in writing.

The Platform is designed so that Customer production data is not transmitted to Metis-controlled infrastructure through telemetry or other Platform communications. Customer Data may be transmitted to Customer-authorized Third-Party Services where Customer configures or enables the Platform to interact with such services, subject to these Terms.

Nothing in these Terms transfers to Metis ownership or administrative control of the Customer Environment or the Customer Data maintained within it.

1.3 Shared Responsibility

Customer acknowledges that secure and effective operation of the Platform depends on responsibilities performed by both Metis and Customer.

Metis is generally responsible for developing and maintaining Metis-controlled software, providing Platform deployment tooling, maintaining security controls over Metis-controlled systems and development processes, addressing vulnerabilities within Metis-controlled software, and providing Platform updates and support as applicable.

Customer is responsible for its cloud environment and configuration, identity provider, user accounts, role and permission assignments, network configuration, connected systems, authentication credentials and tokens, artificial intelligence model selections, third-party services, data classifications, backup and recovery arrangements for Customer-controlled information, and compliance with Customer’s legal, regulatory, contractual, fiduciary, supervisory, and internal policy obligations.

Customer is responsible for evaluating whether its configuration and use of the Platform are appropriate for Customer’s systems, data, users, business processes, and risk tolerance.

2. AUTHORIZED USERS AND ACCESS

2.1 Authorized Users

Customer may permit its employees, contractors, consultants, affiliates, or other individuals authorized by Customer to access the Platform (“Authorized Users”), subject to any limitations contained in an applicable Order Form, Statement of Work, Master Services Agreement, or other written agreement.

Customer is responsible for all use of the Platform by its Authorized Users and for ensuring that Authorized Users comply with these Terms.

2.2 Identity and Authentication

Access to the Platform requires authentication through an identity provider or other authentication mechanism configured for the applicable Customer deployment.

Authentication to the Platform does not independently authenticate an Authorized User to, or grant the Authorized User access to, any Connected System. Connected Systems retain their own authentication, authorization, permissioning, and security controls.

Customer is responsible for configuring and administering its identity provider, user accounts, authentication requirements, and access policies applicable to the Platform.

Customer must promptly disable or revoke access for individuals who are no longer authorized to use the Platform.

2.3 Act-as-User Authorization

The Platform operates using an “act-as-user” authorization model for Connected Systems where supported. An Authorized User must have independently authorized access to a Connected System before the Platform can interact with that Connected System on the user’s behalf.

The Platform’s access to a Connected System remains subject to the authentication, authorization, permissions, entitlements, and other access controls applicable to the Authorized User within that Connected System. Metis does not, solely by connecting the Platform to a Connected System, grant an Authorized User permissions or entitlements that the user does not otherwise possess.

When the Platform interacts with a Connected System on behalf of an Authorized User, the Platform may perform actions using that user’s authorized identity or delegated authorization. Accordingly, such activity may be recorded by the Connected System as activity performed by or on behalf of that Authorized User.

Unless expressly configured and agreed otherwise for a particular integration, Metis does not use a shared Metis service account to provide Authorized Users with access to Connected Systems.

Customer is responsible for determining which Authorized Users may connect systems to the Platform, the permissions and entitlements granted to those users, and whether those permissions are appropriate for the activities Customer authorizes the Platform to perform.

3. CONNECTED SYSTEMS AND INTEGRATIONS

3.1 Customer-Selected Connections

Customer determines which applications, APIs, databases, file stores, data sources, artificial intelligence models, agents, MCP servers, and other systems are connected to the Platform.

Metis does not independently authorize access to Customer systems.

3.2 Integration Credentials

Customer is responsible for obtaining and maintaining all credentials, API keys (unless otherwise stated), OAuth authorizations, licenses, subscriptions, permissions, and other rights required to connect to or use a third-party system.

Customer must not provide Metis or the Platform with credentials or permissions that Customer is not authorized to use.

3.3 MCP Servers and Connectors

The Platform may include Metis-developed, Customer-developed, automatically generated, or third-party MCP servers, APIs, connectors, plugins, agents, or similar integration components.

Integrations may permit the Platform to read, write and delete information, create, modify or delete records, submit information, initiate processes, call APIs, generate files, transmit communications, or otherwise interact with connected systems.

Customer is responsible for evaluating and approving integrations before use in production workflows and for determining the permissions granted to each integration.

3.4 Customer-Generated Integrations

Where the Platform enables Customer or an Authorized User to generate, configure, modify, or deploy an MCP server, connector, agent, automation, or other integration, Customer is responsible for reviewing the generated configuration and determining whether it is appropriate for Customer’s environment before relying upon it.

Automatically generated software or configuration may contain errors, incompatibilities, security issues, or unintended functionality.

Customer should apply testing, approval, segregation-of-duties, and change-management procedures appropriate to the potential impact of the integration.

4. THIRD-PARTY SERVICES

4.1 Third-Party Services Generally

The Platform is designed to interoperate with third-party applications, systems, data providers, model providers, cloud services, agents, APIs, and other products and services (“Third-Party Services”).

Third-Party Services are not controlled by Metis and remain subject to the applicable third party’s terms, licenses, privacy practices, security practices, availability, usage restrictions, and other requirements.

Metis does not warrant or guarantee any Third-Party Service.

4.2 Third-Party Changes

A Third-Party Service provider may modify or discontinue its API, data structure, authentication requirements, functionality, commercial terms, technical requirements, or access policies at any time.

Such changes may impair or prevent continued operation of an integration.

Metis will not be liable for failures, interruptions, incompatibilities, additional costs, data restrictions, or loss of functionality resulting from a Third-Party Service or changes made by its provider.

4.3 Third-Party Licenses and Data Entitlements

Technical ability to access data through the Platform does not grant Customer any ownership, license, redistribution right, or other legal entitlement to that data.

Customer is solely responsible for maintaining all contractual and licensing rights necessary to access, analyze, copy, combine, transmit, display, export, or otherwise use information obtained from market-data vendors, research providers, financial-information providers, software vendors, or other third parties.

Customer must not use the Platform to bypass technological restrictions, usage limits, contractual entitlements, licensing restrictions, or access controls imposed by a third-party provider.

4.4 Third-Party Costs

Customer is responsible for fees charged by Third-Party Services used in connection with the Platform, including cloud infrastructure charges, model inference charges, API charges, market-data fees, software subscriptions, storage costs, networking charges, and similar expenses unless expressly stated otherwise in a written agreement with Metis.

5. ARTIFICIAL INTELLIGENCE MODELS

5.1 Model Selection

The Platform may support artificial intelligence models made available by Metis, Customer, or third parties, including models accessed through cloud-hosted model services, private model deployments, public APIs, or Customer-hosted infrastructure.

Customer determines which available models are authorized for Customer’s usage, subject to configuration and functionality made available by Metis.

5.2 Customer-Configured Model Services

The Platform is designed to support artificial intelligence models accessed through model services configured within Customer-controlled cloud infrastructure, including Amazon Bedrock and, where supported by Metis, comparable services such as Microsoft Azure AI Foundry and Google Vertex AI.

For deployments using Amazon Bedrock, model inference is performed through Bedrock within Customer’s authorized AWS environment and associated network and security boundaries. The Platform may communicate only with model services and endpoints authorized by Customer’s configuration and applicable network controls. Metis does not independently route Customer Data, prompts, or model inputs from the Customer Environment to Metis-controlled infrastructure for model inference.

Customer may elect to enable a model or Third-Party Service that operates outside of Customer’s cloud or network boundary. Where Customer affirmatively enables such a service, information necessary to perform the requested operation may be transmitted to that provider in accordance with Customer’s configuration and the applicable provider’s terms, security practices, and data-handling policies.

Customer is responsible for determining whether any such externally hosted service is appropriate for the information being processed and for reviewing applicable retention, privacy, security, model-training, and contractual terms before enabling the service.

Metis is not responsible for the independent data handling, retention, security, availability, model-training practices, or contractual obligations of an externally hosted Third-Party Service selected and enabled by Customer.

5.3 Customer Evaluation of Models

Artificial intelligence models differ in accuracy, security, privacy characteristics, context limitations, cost, performance, geographic availability, and contractual terms.

Customer is responsible for determining whether a particular model is appropriate for the information and workflow involved.

6. AI OUTPUTS

6.1 Nature of AI-Generated Output

The Platform may generate text, analysis, calculations, code, summaries, classifications, visualizations, suggested actions, workflow steps, or other material through artificial intelligence (“Output”).

Artificial intelligence and automated systems are probabilistic technologies.

Output may be inaccurate, incomplete, misleading, outdated, internally inconsistent, inappropriate for Customer’s intended purpose, or based on incomplete or erroneous source information.

6.2 No Guarantee of Accuracy

Metis does not warrant that Output will be accurate, complete, error-free, current, unique, or suitable for any particular purpose.

Customer must independently evaluate Output to the degree appropriate to its intended use and potential consequences.

6.3 Source Data

The reliability of Output may depend upon the completeness, quality, accuracy, availability, and timeliness of information accessible to the Platform.

Metis is not responsible for errors caused by inaccurate Customer Data, third-party data, unavailable systems, stale information, incorrect permissions, incomplete context, or erroneous instructions.

6.4 Human Review

Customer is responsible for determining when human review, approval, verification, reconciliation, testing, or other supervisory procedures should occur before Output is relied upon or an action is executed.

Metis does not determine Customer’s appropriate review threshold.

7. AUTOMATION AND ACTIONS

7.1 Automated Actions

The Platform may permit Authorized Users to create workflows, agents, tasks, scheduled processes, or other automations that perform actions without contemporaneous human input.

Depending on Customer configuration, such actions may include retrieving information, modifying records, generating documents, transmitting communications, calling APIs, initiating workflows, interacting with financial or operational systems, or performing other authorized activities.

7.2 Customer Authorization

By enabling an automated action or scheduled workflow, Customer authorizes the Platform to perform that action in accordance with the configuration established by Customer or its Authorized Users.

Customer is responsible for determining whether a workflow requires human approval, transaction limits, segregation of duties, supervisory review, validation, or other safeguards.

7.3 Consequences of Automated Actions

Customer acknowledges that an erroneous prompt, workflow, integration, model response, permission, data source, or configuration may cause unintended actions.

Customer is responsible for reviewing the potential impact of automations before deployment and implementing safeguards appropriate to that impact.

7.4 No Independent Agency

The Platform does not independently act as Customer’s agent, fiduciary, representative, investment adviser, broker, compliance officer, or discretionary decision maker.

Automated actions are performed pursuant to instructions, permissions, configurations, and systems established or authorized by Customer.

8. FINANCIAL SERVICES AND PROFESSIONAL USE

8.1 Technology Platform Only

Metis provides technology infrastructure and software.

Metis is not a registered investment adviser, broker-dealer, commodity trading adviser, accounting firm, law firm, tax adviser, fiduciary, investment manager, or other professional adviser by virtue of providing the Platform.

8.2 No Investment Advice

Output produced through the Platform does not constitute investment advice, a recommendation to purchase, sell, hold, or transact in any security, commodity, derivative, digital asset, or other financial instrument, or a representation regarding the suitability of any investment strategy.

Customer is solely responsible for all investment, trading, risk-management, portfolio-management, and allocation decisions.

8.3 Regulatory and Supervisory Responsibilities

Customer is solely responsible for determining and satisfying laws, regulations, fiduciary duties, supervisory procedures, books-and-records requirements, internal policies, investment restrictions, trading controls, and other obligations applicable to Customer’s business and its use of the Platform.

The availability of audit logs, access controls, workflow controls, or other compliance-related functionality does not constitute a representation by Metis that Customer’s use of the Platform satisfies any specific legal or regulatory requirement.

8.4 Material Nonpublic Information

The Platform may be technically capable of interacting with information that Customer considers confidential, restricted, or material nonpublic information (“MNPI”).

Customer is responsible for identifying information subject to trading restrictions or information barriers and for implementing policies, permissions, surveillance, access controls, and other procedures governing its use.

Metis does not independently determine whether information constitutes MNPI or whether an Authorized User is legally permitted to possess or act upon it.

Customer may not use the Platform to engage in insider trading, market manipulation, unlawful disclosure of MNPI, or any other violation of applicable securities laws.

9. CUSTOMER DATA

9.1 Definition

“Customer Data” means information, records, files, documents, prompts, instructions, datasets, content, or other material owned or controlled by Customer and accessed, referenced, submitted, generated, or made available through Customer’s use of the Platform.

9.2 Customer Ownership

As between Customer and Metis, Customer retains all right, title, and interest in Customer Data.

Metis does not acquire ownership of Customer Data solely because the Platform accesses, analyzes, references, transforms, or otherwise interacts with Customer Data.

Metis software processes Customer Data within the Customer Environment as necessary to perform Customer-requested operations. Metis Labs does not receive, host, store, or persist Customer production data within Metis-controlled infrastructure except where expressly authorized by Customer.

9.3 Customer-Controlled Storage

Customer Data used in Customer production deployments is intended to remain within systems and infrastructure controlled or authorized by Customer, except where Customer configures the Platform to transmit information to a Third-Party Service or retention-based model.

Metis does not centrally host or maintain Customer production datasets within Metis-controlled infrastructure as part of its standard deployment model.

9.4 Limited Rights Necessary to Provide the Platform

To the extent necessary for Metis software to operate within Customer’s environment, Customer grants Metis and the Platform a limited, non-exclusive right to access, process, transform, and otherwise interact with Customer Data solely as necessary to provide functionality requested or configured by Customer.

This provision does not grant Metis any independent right to commercialize, sell, disclose, or use Customer Data for unrelated purposes.

9.5 Customer Responsibility for Customer Data

Customer represents and warrants that it has all rights and permissions necessary to make Customer Data available to the Platform and to authorize the uses contemplated by Customer’s configuration.

Customer is responsible for determining whether Customer Data may lawfully be accessed, transmitted, analyzed, combined, stored, or used through the Platform.

10. TRAINING AND CUSTOMER INFORMATION

10.1 No General-Purpose Training on Customer Production Data

Metis does not use Customer production data accessed within Customer-controlled deployments to train a general-purpose artificial intelligence model owned by Metis unless Customer separately and affirmatively agrees in writing.

10.2 Third-Party Models

Section 10.1 does not control the independent practices of a Third-Party Service selected or configured by Customer.

Customer is responsible for evaluating the data-use and model-training terms applicable to third-party models it elects to use.

10.3 Business and Support Information

Metis may separately process ordinary business information necessary to operate its business, such as Customer contact information, billing records, contract records, support communications, security questionnaires, and information voluntarily provided to Metis personnel.

Such information is governed by applicable law, Metis policies, and any separately executed contractual terms.

11. CUSTOMER WORKFLOWS, MEMORY, AND KNOWLEDGE STRUCTURES

11.1 Customer Business Knowledge

Customer does not transfer ownership of its business processes, proprietary methodologies, investment processes, research methodologies, internal terminology, organizational knowledge, or other confidential business information merely because such information is expressed through prompts, workflows, automations, memory, knowledge graphs, configurations, or similar Platform functionality.

11.2 Customer-Created Materials

As between Customer and Metis, Customer retains its rights in prompts, instructions, workflow designs, customer-specific configurations, documents, and other materials originally created by Customer.

11.3 Metis Technology

Metis retains all right, title, and interest in the Platform and the underlying technologies used to provide memory, reasoning, orchestration, routing, knowledge-graph functionality, agent execution, MCP functionality, automation, and other Platform capabilities.

Customer ownership of Customer-specific information does not transfer ownership of Metis algorithms, source code, schemas, frameworks, methods, generic templates, libraries, software components, or other Metis technology.

11.4 Customer-Specific Knowledge Representations

To the extent the Platform creates Customer-specific structured representations, relationships, indexes, workflow configurations, or similar artifacts derived exclusively from Customer Data, Customer may use those Customer-specific artifacts as part of its authorized use of the Platform.

Metis does not obtain ownership of Customer’s underlying proprietary information merely because Metis technology is used to structure or represent that information.

12. INTELLECTUAL PROPERTY

12.1 Metis Ownership

Metis and its licensors retain all right, title, and interest in and to the Platform, including source code, object code, interfaces, architecture, software components, documentation, designs, methodologies, algorithms, models created by Metis, MCP frameworks, generic connectors, templates, workflows, features, trademarks, logos, and all improvements and derivative works of the foregoing.

Except for rights expressly granted under these Terms, no license or ownership interest in Metis intellectual property is transferred to Customer.

12.2 License to Customer

Subject to these Terms and payment of applicable fees, Metis grants Customer a limited, non-exclusive, non-transferable except as permitted herein, non-sublicensable license during the applicable subscription or contractual term to access and use the Platform for Customer’s internal business purposes.

Customer may permit Authorized Users to exercise this license on Customer’s behalf.

12.3 Generated Connectors and Code

Ownership and usage rights for custom software expressly developed under a Statement of Work will be determined by that Statement of Work.

Unless otherwise agreed in writing, Metis retains ownership of generic MCP servers, integration frameworks, libraries, reusable software components, templates, development methods, and improvements to the Platform, even where developed or improved while supporting a particular Customer.

Customer retains ownership of Customer confidential information and Customer-specific credentials, mappings, configuration values, and proprietary business logic supplied by Customer.

12.4 Output

To the extent permitted by applicable law and subject to the rights of third parties, Customer may use Output generated through Customer’s authorized use of the Platform for its internal business purposes.

Metis does not warrant that Output is protectable by intellectual-property law or that substantially similar output will not be generated for another person.

12.5 Feedback

If Customer voluntarily provides suggestions, recommendations, enhancement requests, or other feedback concerning the Platform (“Feedback”), Customer grants Metis a perpetual, irrevocable, worldwide, royalty-free right to use Feedback to develop, improve, operate, and commercialize Metis products and services.

Feedback does not include Customer Data, Customer confidential information, or Customer-specific business processes merely because they are discussed in connection with a support request.

12.6 Trademarks

The Metis name, logos, product names, and associated marks are owned by Metis and may not be used without prior authorization except as permitted by applicable law.

13. CONFIDENTIALITY

13.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Customer Confidential Information includes Customer Data, nonpublic business information, proprietary investment or operational processes, credentials, internal configurations, and nonpublic technical information.

Metis Confidential Information includes nonpublic source code, product architecture, security information, pricing, product roadmaps, documentation, and other proprietary information.

13.2 Protection

Each party will use reasonable care to protect the other party’s Confidential Information and will use such information only as necessary to perform or receive services under these Terms.

Neither party will disclose the other party’s Confidential Information to a third party except to personnel, professional advisers, service providers, or contractors with a need to know and who are subject to appropriate confidentiality obligations.

13.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (a) was lawfully known without confidentiality restriction before disclosure; (b) becomes publicly available through no breach of these Terms; (c) is received lawfully from another person without confidentiality restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.

13.4 Required Disclosure

A receiving party may disclose Confidential Information where required by law, subpoena, court order, or regulatory requirement, provided that, to the extent legally permitted, it gives the disclosing party reasonable notice and cooperates with lawful efforts to limit the disclosure.

14. SECURITY

14.1 Metis Security Program

Metis maintains administrative, technical, and organizational safeguards designed to protect Metis-controlled systems and the development and delivery of the Platform.

Metis maintains security policies and practices addressing areas such as access control, secure software development, vulnerability management, change management, incident response, endpoint security, risk management, and vendor management.

14.2 Customer Environment Security

Customer is responsible for security controls within Customer-controlled cloud infrastructure and connected systems, including network configuration, identity and access management, firewall rules, data classifications, backups, retention settings, cloud security configuration, and third-party integration permissions.

14.3 Security Does Not Eliminate Risk

No software, network, cloud environment, or security program can eliminate all security risks.

Metis does not warrant that the Platform will be immune from all vulnerabilities, attacks, unauthorized access, malicious code, configuration errors, or other security events.

14.4 Security Incidents

Metis will address confirmed security incidents affecting systems under Metis’ control in accordance with Metis’ incident-response procedures, SLA, and applicable contractual or legal requirements.

Customer is responsible for detecting, responding to, and notifying Metis regarding incidents arising within Customer-controlled infrastructure where Customer is responsible for monitoring that environment.

Customer must promptly notify Metis of any actual or suspected compromise of credentials, integrations, accounts, or systems that could materially affect the security of the Platform.

15. AVAILABILITY, CUSTOMER INFRASTRUCTURE, AND BACKUPS

15.1 Customer Infrastructure

Because the Platform operates within Customer-controlled infrastructure, availability may depend upon systems outside Metis’ control.

Such systems may include Customer cloud resources, networking, identity services, storage systems, Third-Party Services, artificial intelligence model providers, APIs, data providers, and other dependencies.

Metis is not responsible for downtime caused by systems or configurations outside Metis’ reasonable control.

15.2 Service Levels

Any guaranteed uptime percentage, response time, service credit, recovery objective, or other service-level commitment applies only if expressly stated in an applicable written Service Level Agreement, Master Services Agreement, Order Form, or other agreement executed by Metis.

Marketing statements, product descriptions, security documentation, or general availability metrics do not independently create a contractual service-level commitment.

15.3 Backups

Customer is responsible for maintaining backups and recovery capabilities for Customer Data and Customer-controlled systems unless Metis expressly agrees otherwise in writing.

Because Metis does not maintain Customer production data within Metis-controlled infrastructure under the standard deployment model, Metis may not have the technical ability to restore Customer Data lost from Customer’s environment unless contained in a backup configured by the customer.

16. CUSTOMER RESPONSIBILITIES

Customer is responsible for:

(a) administering its cloud and technology environment;

(b) authorizing and managing its Authorized Users;

(d) determining which systems and data sources may be connected;

(e) selecting appropriate artificial intelligence models;

(f) obtaining required third-party licenses and data entitlements;

(g) maintaining appropriate security controls;

(h) reviewing Output to the degree appropriate for its intended use;

(i) testing workflows and integrations before production deployment;

(j) determining when human approval or supervisory controls are required;

(k) complying with applicable laws, regulations, contractual requirements, fiduciary obligations, and internal policies;

(l) maintaining backups and business-continuity arrangements for Customer-controlled information and systems;

(m) ensuring that Customer Data can lawfully be used as configured; and

(n) promptly notifying Metis of known security issues that could materially affect the Platform.

17. PROHIBITED USE

Customer and Authorized Users may not:

(a) use the Platform for unlawful purposes;

(b) access another person’s or entity’s systems or data without authorization;

(c) intentionally circumvent access controls, authentication mechanisms, permissions, network restrictions, or security features;

(d) use credentials, tokens, APIs, data, or systems beyond the rights granted by their owner;

(e) use the Platform to circumvent third-party licensing restrictions or data entitlements;

(f) use the Platform to conduct insider trading, market manipulation, fraud, money laundering, unlawful surveillance, or other illegal conduct;

(g) knowingly introduce malicious software, destructive code, ransomware, spyware, or similar material;

(h) intentionally attempt to cause unauthorized disclosure of confidential information from the Platform or connected systems;

(i) conduct penetration testing, vulnerability scanning, denial-of-service testing, or similar security testing against Metis-controlled systems without prior written authorization;

(j) reverse engineer, decompile, disassemble, or attempt to derive the source code of proprietary portions of the Platform except where such restriction is prohibited by applicable law;

(k) remove proprietary notices from Metis software or documentation;

(l) sell, sublicense, rent, or commercially redistribute the Platform except as expressly authorized in writing;

(m) use the Platform or Metis Confidential Information to build a substantially competing product through unauthorized copying of proprietary Metis technology;

(n) intentionally manipulate artificial intelligence functionality or integrations for the purpose of obtaining data the applicable Authorized User is not entitled to access;

(o) knowingly use the Platform in a manner that materially interferes with its operation or the operation of systems used by other parties; or

(p) encourage or assist another person in doing any of the foregoing.

Metis may suspend access where Metis reasonably believes continued access presents an immediate security risk, violates applicable law, materially violates these Terms, or threatens the integrity of Metis-controlled systems.

Where reasonably practicable, Metis will attempt to limit a suspension to the affected user, integration, or functionality.

18. REGULATED AND HIGH-RISK USES

Customer may use the Platform in regulated industries only to the extent Customer has determined such use is lawful and appropriate.

Unless separately agreed in writing, Metis does not represent that the Platform, standing alone, satisfies all requirements applicable to Customer under any particular regulatory regime.

Customer may not rely solely on the Platform to make legally required determinations concerning medical treatment, eligibility for public benefits, employment, housing, consumer credit, criminal justice, or other legally regulated high-impact decisions where applicable law requires human review or other procedures not provided by the Platform.

The Platform may support financial-services workflows, but Customer remains solely responsible for determining the controls, supervision, recordkeeping, approvals, and regulatory requirements applicable to those workflows.

19. PRIVACY

Metis’ processing of personal information collected through Metis-controlled websites, sales activities, account administration, support interactions, and similar business activities is described in Metis’ Privacy Notice, available at https://metis.nyc/privacy-notice/.

The Privacy Notice does not alter the allocation of responsibility for Customer-controlled production data described in these Terms.

Where required and separately agreed, the parties may enter into a Data Processing Addendum or other privacy agreement. In the event of a conflict regarding processing of personal information, the applicable Data Processing Addendum will control solely with respect to the subject matter it governs.

20. FEES, ORDERS, AND SUBSCRIPTIONS

20.1 Orders

Fees, subscription terms, deployment scope, usage limitations, Authorized User limits, implementation services, and other commercial terms may be specified in an Order Form, Statement of Work, Master Services Agreement, proposal, or similar written agreement (“Order”).

20.2 Payment

Customer will pay all fees in accordance with the applicable Order.

Except as expressly stated otherwise, fees are non-cancelable and non-refundable.

Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on Metis’ net income.

20.3 Renewal

Where an Order provides for automatic renewal, the subscription will renew for the period specified in the Order unless either party provides timely notice of non-renewal in accordance with the Order.

20.4 Third-Party Consumption

Unless expressly included in an Order, fees charged by cloud providers, artificial intelligence model providers, data vendors, APIs, and other Third-Party Services are Customer’s responsibility.

21. BETA, PREVIEW, AND EXPERIMENTAL FEATURES

Metis may make features available that are identified as alpha, beta, preview, experimental, early access, evaluation, prototype, or similar designation (“Preview Features”).

Preview Features may be incomplete, contain defects, change materially, have limited support, or be discontinued.

Customer should not rely on Preview Features for critical production functions unless Metis expressly agrees otherwise in writing.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PREVIEW FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR SERVICE-LEVEL COMMITMENT.

22. PLATFORM CHANGES AND UPDATES

Metis may modify, update, improve, replace, or discontinue Platform functionality from time to time.

Metis may make changes necessary to improve security, address vulnerabilities, comply with law, maintain compatibility with Third-Party Services, improve performance, or develop the Platform.

Metis will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Platform subscription during its committed term, except where a change is reasonably necessary for security, legal compliance, third-party dependency changes, or circumstances outside Metis’ control.

Metis is not required to maintain obsolete integrations, models, features, or versions indefinitely.

23. CUSTOMER SUPPORT AND CUSTOMER ENVIRONMENT ACCESS

23.1 Customer Support Requests

Customer may request technical support through support channels designated by Metis through the platform, including email or other ticketing methods made available by Metis.

Customer should provide information reasonably necessary for Metis to understand, reproduce, diagnose, and resolve the reported issue.

23.2 Access for Troubleshooting and Support

Because the Platform operates within Customer-controlled infrastructure, resolution of certain support requests may require authorized Metis personnel to access Customer’s deployment, configuration, logs, application components, cloud resources, or other portions of Customer’s environment.

By requesting support and granting such access, Customer authorizes Metis personnel to access the applicable Customer environment solely to the extent reasonably necessary to investigate, diagnose, reproduce, remediate, or otherwise respond to the applicable support request.

Metis will not access a Customer production environment for support purposes unless such access is authorized by Customer or otherwise expressly permitted under a written agreement between Customer and Metis.

23.3 Customer-Controlled Access

Customer remains responsible for granting, configuring, restricting, monitoring, and revoking any access provided to Metis personnel within Customer’s environment.

Where reasonably practicable, access provided to Metis for support should be limited in scope and duration to the permissions necessary to address the applicable issue.

Customer may require Metis personnel to use Customer-designated authentication methods, VPNs, IP restrictions, privileged-access processes, approval workflows, or other access controls as reasonably necessary to protect Customer’s environment.

23.4 Metis Use of Support Access

Metis will use access granted for support only for legitimate support, maintenance, troubleshooting, security, implementation, or other activities authorized by Customer.

Metis personnel will not intentionally access Customer Data unrelated to the applicable support activity except where incidental access is technically unavoidable or necessary to diagnose the issue.

Metis will not use Customer Data observed during support activities for unrelated commercial purposes or to train general-purpose artificial intelligence models.

23.5 Diagnostic Information

Metis may request logs, screenshots, configuration information, error messages, system metadata, or other diagnostic information reasonably necessary to investigate a support request.

Customer should avoid transmitting Customer Data or other sensitive information directly to Metis through email or support channels unless such information is reasonably necessary to address the issue and Customer is authorized to disclose it.

Where practical, troubleshooting should occur within Customer’s environment rather than by transferring Customer production data to Metis-controlled systems.

23.6 Actions Taken During Support

Metis may recommend or, where expressly authorized by Customer, perform configuration changes, software updates, restarts, deployment changes, integration adjustments, or other troubleshooting actions necessary to resolve a support issue.

Metis will not knowingly make a material change to Customer’s production environment without Customer authorization, except where immediate action is reasonably necessary to address an imminent security threat and such authority has been expressly established by agreement.

Customer is responsible for determining whether its internal change-management, approval, backup, testing, or supervisory requirements apply before authorizing a support-related change.

23.7 Support Security and Confidentiality

Information accessed by Metis during support activities remains subject to the confidentiality and security obligations contained in these Terms and any applicable agreement between the parties.

Metis will restrict support access to personnel with a legitimate business need and will apply its applicable access-control and security procedures to such personnel.

23.8 Termination of Support Access

Access granted to Metis for troubleshooting or support should be revoked or disabled by the Customer when it is no longer reasonably necessary for the applicable support activity, subject to any standing support-access arrangement expressly approved by Customer.

24. TERM AND TERMINATION

24.1 Term

These Terms remain effective for so long as Customer accesses or uses the Platform.

Where Customer has entered into an Order, the subscription term will be governed by the Order.

24.2 Termination for Breach

Either party may terminate an applicable agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice, unless the breach is not reasonably capable of cure.

24.3 Immediate Suspension or Termination

Metis may immediately suspend or terminate access where reasonably necessary to address an actual or imminent security threat, unlawful use, material misuse of Metis intellectual property, nonpayment after applicable notice, or use that materially threatens Metis-controlled systems or other parties.

24.4 Effect of Termination

Upon termination or expiration, Customer’s license to use the Platform ends and Customer must discontinue use of Metis software except to the extent otherwise agreed in writing.

Because Customer Data is generally maintained within Customer-controlled systems, Metis may not possess Customer production data to return or delete.

Customer is responsible for preserving any Customer Data, Output, logs, configurations, or other materials that Customer wishes to retain before disabling or removing the Platform.

24.5 Survival

Sections relating to ownership, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and other provisions that by their nature should survive will survive termination.

25. WARRANTIES

25.1 Mutual Authority

Each party represents that it has the legal authority to enter into these Terms.

25.2 Customer Warranties

Customer represents and warrants that:

(a) Customer has authority to authorize its use of the Platform;

(b) Customer has the rights necessary to use Customer Data, connected systems, integrations, and Third-Party Services as configured;

(d) Customer will not knowingly use the Platform in violation of third-party contractual rights.

26. WARRANTY DISCLAIMER

EXCEPT FOR WARRANTIES EXPRESSLY STATED IN A WRITTEN AGREEMENT SIGNED BY METIS, THE PLATFORM, SOFTWARE, DOCUMENTATION, OUTPUT, INTEGRATIONS, PREVIEW FEATURES, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, METIS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.

METIS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPATIBLE WITH EVERY CUSTOMER SYSTEM OR THIRD-PARTY SERVICE.

METIS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF AI-GENERATED OUTPUT.

METIS DOES NOT WARRANT THAT AN ARTIFICIAL INTELLIGENCE MODEL, AGENT, CONNECTOR, MCP SERVER, WORKFLOW, OR AUTOMATION WILL PRODUCE A PARTICULAR RESULT.

METIS IS NOT RESPONSIBLE FOR FAILURES CAUSED BY CUSTOMER CONFIGURATIONS, CUSTOMER DATA, CUSTOMER INFRASTRUCTURE, CUSTOMER PERMISSIONS, THIRD-PARTY SERVICES, MODEL PROVIDERS, DATA PROVIDERS, INTERNET OR NETWORK FAILURES, OR OTHER MATTERS OUTSIDE METIS’ REASONABLE CONTROL.

27. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER METIS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

METIS WILL NOT BE LIABLE FOR LOSSES ARISING FROM:

(a) CUSTOMER’S INVESTMENT OR TRADING DECISIONS;

(b) RELIANCE ON AI-GENERATED OUTPUT;

(d) CUSTOMER’S FAILURE TO IMPLEMENT APPROPRIATE HUMAN REVIEW OR SUPERVISORY CONTROLS;

(e) CUSTOMER INFRASTRUCTURE OR SECURITY CONFIGURATION;

(f) CUSTOMER-SELECTED ARTIFICIAL INTELLIGENCE MODELS;

(g) THIRD-PARTY SERVICES OR DATA;

(h) LOSS OF THIRD-PARTY ACCESS OR DATA ENTITLEMENTS;

(i) ACTIONS PERFORMED USING PERMISSIONS ASSIGNED BY CUSTOMER;

(j) CUSTOMER’S FAILURE TO MAINTAIN BACKUPS; OR

(k) CUSTOMER’S VIOLATION OF LAW, REGULATION, FIDUCIARY DUTY, DATA LICENSE, OR THIRD-PARTY CONTRACT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, METIS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, THESE TERMS, OR ANY APPLICABLE ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE TO METIS BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER HAS NOT PAID METIS FOR USE OF THE PLATFORM, METIS’ AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

28. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Metis, its affiliates, and their respective officers, directors, employees, and agents from third-party claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, costs, and reasonable legal fees arising out of or relating to:

(a) Customer Data or Customer’s instructions regarding Customer Data;

(b) Customer’s or an Authorized User’s violation of these Terms;

(d) Customer’s violation of third-party intellectual-property, privacy, confidentiality, contractual, or data-license rights;

(e) Customer’s configuration or use of Third-Party Services;

(f) an automated workflow or action configured or authorized by Customer;

(g) Customer’s failure to obtain required licenses, permissions, or data entitlements;

(h) Customer’s unlawful investment, trading, or financial activity; or

(i) use of the Platform by an Authorized User acting within permissions assigned by Customer where the claim arises from Customer’s underlying business activity rather than a defect in Metis-controlled software.

Metis will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense.

Customer may control the defense of the claim, provided that Customer may not enter into a settlement that admits wrongdoing by Metis, imposes non-monetary obligations on Metis, or fails to fully release Metis without Metis’ prior written consent.

29. FORCE MAJEURE

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, internet or telecommunications failures, utility failures, government actions, cloud-provider outages, widespread cybersecurity events, third-party service failures, or similar events.

This section does not excuse Customer’s obligation to pay amounts already due.

30. GOVERNING LAW

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of New York, without regard to conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods will not apply.

31. DISPUTE RESOLUTION

31.1 Informal Resolution

Before commencing arbitration or litigation, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal discussions.

A party initiating a dispute must provide written notice describing the dispute.

If the dispute is not resolved within thirty (30) days after receipt of that notice, either party may pursue the remedies described below.

31.2 Binding Arbitration

Except for claims expressly excluded below, any dispute arising out of or relating to these Terms or the Platform will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

The arbitration will be conducted by one arbitrator.

Unless the parties agree otherwise, the arbitration will take place in New York County, New York, and may be conducted remotely where permitted by the arbitrator.

Judgment on the arbitration award may be entered in any court having jurisdiction.

31.3 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, systems, credentials, or security interests.

Either party may also bring an action to compel arbitration, enforce an arbitration award, or pursue a claim that applicable law prohibits from being arbitrated.

31.4 Individual Proceedings

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

31.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

31.6 Limitation Period

To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim.

32. NOTICES AND ELECTRONIC COMMUNICATIONS

Customer consents to receive notices and communications electronically.

Metis may provide notices through email, the Platform, Customer’s designated administrative contact, or another reasonable electronic method.

Customer is responsible for maintaining accurate administrative contact information.

Electronic communications and electronic signatures satisfy any legal requirement that a communication or agreement be in writing to the extent permitted by applicable law.

Formal legal notices to Metis may be sent to:

Metis Labs, Inc.

467 Central Park West, Suite 3B

New York, NY 10025

United States

Email: [email protected]

33. ORDER OF PRECEDENCE

If Customer and Metis execute a separate Master Services Agreement, Order Form, Statement of Work, Data Processing Addendum, Security Addendum, Service Level Agreement, or other written agreement that expressly governs the Platform, that agreement will control over these Terms to the extent of a direct conflict regarding the subject matter it governs.

A Data Processing Addendum controls only with respect to data-protection matters within its scope.

A Service Level Agreement controls only with respect to service levels within its scope.

These Terms govern matters not addressed by the applicable written agreement.

34. CHANGES TO THESE TERMS

Metis may update these Terms to reflect changes in the Platform, applicable law, security requirements, business operations, or commercial practices.

Metis will update the “Last Updated” date when revised Terms are published.

Where Customer is operating under a committed paid Order, a material change to these Terms that materially reduces Customer’s contractual rights will generally take effect upon renewal of that Order unless the change is required sooner by applicable law, security requirements, Third-Party Service changes, or mutual agreement.

For use not governed by a committed Order, continued use of the Platform after revised Terms become effective constitutes acceptance of the revised Terms.

35. ASSIGNMENT

Customer may not assign these Terms or an applicable Order without Metis’ prior written consent, except in connection with a merger, reorganization, or sale of substantially all of Customer’s assets where the assignee agrees to be bound by the applicable agreement.

Metis may assign these Terms in connection with a merger, reorganization, financing, sale of assets, change of control, or transfer of the Platform or relevant business operations.

36. INDEPENDENT PARTIES

The parties are independent contractors.

These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, agency relationship, investment advisory relationship, or other similar relationship between Metis and Customer.

Neither party has authority to bind to the other except as expressly agreed in writing.

37. NO THIRD-PARTY BENEFICIARIES

Except where expressly stated otherwise, these Terms do not create rights in any person or entity other than Customer and Metis.

38. WAIVER

A party’s failure to enforce a provision of these Terms will not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and applies only to the specific circumstances for which it is given.

39. SEVERABILITY

If any provision of these Terms is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

40. INTERPRETATION

Headings are for convenience only and do not affect interpretation.

The words “including” and “includes” mean “including without limitation.”

These Terms will not be interpreted against either party solely because that party drafted or proposed a provision.

41. ENTIRE AGREEMENT

These Terms, together with any applicable Order, Master Services Agreement, Statement of Work, Data Processing Addendum, Security Addendum, Service Level Agreement, and documents expressly incorporated by reference, constitute the entire agreement between the parties regarding their subject matter and supersede prior discussions or representations concerning that subject matter.

Marketing materials, demonstrations, presentations, website statements, product roadmaps, and other communications do not create contractual warranties or commitments unless expressly incorporated into a written agreement executed by Metis.

42. CORRECTIONS

Information made available through the Platform, Metis website, documentation, or related materials may occasionally contain typographical errors, inaccuracies, or omissions, including with respect to descriptions, functionality, availability, or other information. Metis reserves the right to correct such errors, inaccuracies, or omissions and to update the applicable information without prior notice.

Nothing in this Section permits Metis to unilaterally modify the express terms of an executed Order, Master Services Agreement, Statement of Work, or other written agreement between Metis and Customer.

43. NO RELIANCE ON FUTURE FUNCTIONALITY

Customer’s purchase of or subscription to the Platform is not contingent upon the delivery of any future functionality, feature, integration, model support, product capability, or other development, unless expressly stated as a binding commitment in an executed Order or Statement of Work.

Any statements regarding planned, proposed, anticipated, or potential functionality, product roadmaps, integrations, releases, or development timelines are informational only and may be changed or discontinued by Metis at any time without creating a contractual obligation.

Nothing in this Section limits an express commitment contained in an executed agreement between Metis and Customer.

44. CONTACT

Questions regarding these Terms or use of the Platform may be directed to: