Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the MétisMesh website, content, and any services we make available online (“Site”), and set out general terms applicable to our consulting and development services. By accessing the Site or engaging us, you agree to these Terms.

Order of precedence. Paid engagements are governed by a separately executed Master Services Agreement (“MSA”) and Statement(s) of Work (“SOW”). If there is a conflict, the MSA and SOW control over these Terms with respect to those engagements.

1. Definitions

• “Services” — software and generative-AI consulting, advisory, design, implementation, integration, and related services we provide.
• “Deliverables” — work product we create for a client under a SOW.
• “Client Data” — data, documents, prompts, and materials a client provides to us or through the Services.
• “Outputs” — content generated by AI/GenAI systems as part of the Services.

2. The Services

We provide professional Services as described in each SOW. Estimates, roadmaps, and recommendations are provided in good faith and may evolve as work progresses. We may use subcontractors and third-party tools and platforms to deliver the Services.

3. Accounts and Portal Access

Some features (e.g., the client portal or protected content) require an account. You are responsible for maintaining the confidentiality of credentials and for activity under your account. Access is limited to authorized email addresses and may be revoked.

4. Client Responsibilities

You agree to: (a) provide accurate information and timely cooperation; (b) ensure you have all rights and permissions necessary for any Client Data you provide; (c) comply with applicable laws and with the acceptable-use policies of underlying model and infrastructure providers; and (d) maintain appropriate human oversight of, and validate, any Outputs before relying on them or deploying them to production.

5. Fees and Payment

Fees, rates, and payment terms are set out in the applicable SOW or order. Unless stated otherwise, invoices are due within [30] days of the invoice date. Late amounts may accrue interest as permitted by law. Fees are exclusive of taxes, which are your responsibility except for taxes on our net income.

6. Intellectual Property

• Background IP. Each party retains all rights in its pre-existing intellectual property, including our methodologies, frameworks, templates, tools, and know-how (“MétisMesh Background IP”).
• Deliverables. Subject to full payment and to the applicable SOW, we assign or license to the client the custom Deliverables created specifically for the client. We retain ownership of MétisMesh Background IP and grant the client a non-exclusive license to use it solely as embedded in the Deliverables.
• Client Data. The client retains all rights in Client Data and grants us a limited license to use it solely to provide the Services.
• Third-party and open-source components. Deliverables may include third-party or open-source components licensed under their own terms, which govern those components.
• Outputs. Rights in AI Outputs (and any limitations arising from model-provider terms or the legal status of AI-generated content) are allocated in the SOW; the client is responsible for confirming Outputs are suitable and lawful for its use.
• Feedback. If you give us feedback, you grant us a perpetual, royalty-free license to use it to improve our offerings.

7. Generative AI — Important Disclaimers

You acknowledge and agree that:

• AI Outputs are probabilistic and may be inaccurate, incomplete, biased, outdated, or “hallucinated,” and may vary between runs. They require human review and validation before reliance or production use.
• Outputs are not professional advice (including legal, medical, financial, or regulatory advice). You are responsible for decisions made and actions taken based on Outputs and for compliance with laws applicable to your use.
• We do not warrant that Outputs are accurate, fit for a particular purpose, or non-infringing of third-party rights.
• The Services depend on third-party models and platforms whose availability, behavior, pricing, and terms may change or be discontinued outside our control.
• You must not submit data you lack the right to use, and you must comply with the acceptable-use and usage policies of the underlying model providers.

8. Acceptable Use

You agree not to use the Site or Services to: violate law or third-party rights; infringe intellectual property; transmit malware; attempt to gain unauthorized access; reverse engineer or scrape except as permitted by law; use Outputs to develop a competing foundation model; or generate unlawful, harmful, deceptive, or infringing content.

9. Confidentiality

Each party may receive confidential information of the other. The recipient will protect it with reasonable care and use it only to perform under the applicable agreement. Engagement-specific confidentiality terms in the MSA control over this section.

10. Warranties and Disclaimers

We warrant that Services will be performed in a professional and workmanlike manner. Except as expressly stated, the Site, Services, Deliverables, and Outputs are provided “AS IS” and “AS AVAILABLE,” and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranties regarding accuracy or uninterrupted availability, to the maximum extent permitted by law.

11. Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill; and (b) each party’s aggregate liability arising out of or related to the Services will not exceed the fees paid for the Services giving rise to the claim in the [12] months preceding the event. These limits do not apply to a party’s liability for [confidentiality breach, indemnification obligations, or willful misconduct — CONFIRM CARVE-OUTS WITH COUNSEL].

12. Indemnification

Each party will defend and indemnify the other against third-party claims to the extent arising from its breach of these Terms or applicable law, subject to limits in the MSA. The client will indemnify us for claims arising from Client Data, the client’s use of Outputs, and the client’s failure to obtain required rights or consents.

13. Term and Termination

These Terms apply while you use the Site. Engagements terminate per the MSA/SOW. We may suspend or terminate access for breach, security risk, or as required by law. Provisions that by their nature should survive (IP, confidentiality, disclaimers, liability limits, indemnity) survive termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of [STATE], [USA], without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally; unresolved disputes will be subject to [binding arbitration / the exclusive jurisdiction of the courts located in [VENUE]] — [CONFIRM DISPUTE-RESOLUTION MECHANISM, ARBITRATION RULES, AND CLASS-ACTION WAIVER WITH COUNSEL].

15. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including model-provider or infrastructure outages, acts of God, and government actions.

16. General

These Terms (with the MSA/SOW for engagements) are the entire agreement on their subject matter. If a provision is unenforceable, the rest remains in effect. We may update these Terms by posting a revised version with a new “Last updated” date. You may not assign these Terms without our consent; we may assign in connection with a business transfer. Failure to enforce a provision is not a waiver.

17. Contact

Questions about these Terms: legal@metismesh.com — MétisMesh, [LEGAL ENTITY NAME], [ADDRESS], Reston, VA, [USA].