Metal Technologies Inc.
Terms of Service
Effective Date: January 17, 2023
These Terms of Service (this “Agreement”) govern the use of the Services (as defined below), and is entered into between Metal Technologies Inc. (“Metal”) and Customer (as defined in the Order).
By accepting this Agreement, either by clicking a box indicating your acceptance, agreeing to an Order or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the organization, company, or other legal entity for which you act (“Customer”); and (2) represent that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
The parties agree as follows:
A. “Applicable Law” means all international, federal, state, provincial, and local laws, rules, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, or either party’s performance under this Agreement.
B. “Authorized Users” means employees and contractors of Customer for whom Customer has paid all applicable fees for access to and use of the Metal Platform.
C. “Metal API” means Metal’s proprietary toolkit, including any application programming interface that Metal makes available, together with associated source code, tools, and other materials, that allows building, deploying, managing and training generative AI projects, available through the Site or through other channels as determined by Metal (e.g. Metal’s developer hub).
D. “Metal Platform” means Metal’s proprietary software-as-a-service AI application that allows more efficient collection and parsing of data.
E. “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Metal’s Confidential Information includes the Documentation, and non-public information regarding features, functionality, and performance of the Metal Platform. Customer’s Confidential Information includes the Customer Data.
F. “Customer Data” means all non-public data and content uploaded by Customer or an Authorized User to the Metal Platform or made available to Metal by or on behalf of Customer in the course of providing the Services. “Customer Data” does not include Usage Data.
G. “Documentation” means user documentation, in all forms, relating to the Metal Platform made available by Metal (e.g., user manuals and online help files).
H. “Intellectual Property Rights” means all intellectual property and proprietary rights throughout the world, including patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights.
I. “Order” means an ordering document or online order specifying the Services, including, where applicable, the subscription plan, to be provided under this Agreement that is entered into between Customer and Metal (including any addenda and supplements thereto).
J. “Order Term” means the Order term length specified in the applicable Order.
K. “Service Limitations” means any limitations on Customer’s use of the Metal Platform specified in an Order, including number of Authorized Users and Customer Property Users.
L. “Services” means Metal’s provision of the Metal Platform, Support Services, and any other services described in the applicable Order.
M. “Usage Data” means data relating to use of the Metal Platform or any Authorized User’s use of any of the foregoing, that is aggregated and/or deidentified in such a way that it is not associated with Customer or any Authorized User.
A. Access to the Metal Platform. Subject to Customer’s payment of all fees and compliance with this Agreement, Metal grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Order Term to use the Metal Platform by and through its Authorized Users in support of Customer’s business operations and in accordance with any Service Limitations and Documentation. Metal may modify or update the Metal Platform from time to time to keep the Metal Platform current and relevant for its customer base generally.
B. Registration. To use the Services, Customer must create and register an account with Metal. Customer represents and warrants that all information provided to Metal in connection with such registration is true, accurate, and complete. Except as prohibited by law, Metal may refuse registration or its initial provision of Services for any reason or no reason.
C. Orders. Each Order is subject to, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order, this Agreement will control unless the Order expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Order.
D. API License. Subject to Customer’s payment of all fees and compliance with this Agreement, Metal grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Order Term to (1) send calls to and receive calls from the Metal API in solely in connection with Customer’s authorized use of the Services functionality set forth in an Order, (2) internally reproduce and modify the Metal API to enable Customer to develop an integration between Customer’s internal systems and the Metal Platform, in each case, solely as described in the Documentation.
E. Support Services. Subject to Customer’s payment of all Fees and compliance with this Agreement, Metal will provide support relating to usage of the Services via email and the support functions within the Metal Platform, or as otherwise described in the applicable Order (the “Support Services”).
F. Subcontractors. Metal may use subcontractors (including with respect to the processing of information) or other third parties to perform its obligations under this Agreement, but Metal will remain responsible for all such obligations.
3. Use Restrictions and Responsibilities.
A. Use Restrictions. Except as may be expressly permitted in this Agreement, Customer will not, and will not authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use Metal Platform or Documentation; (2) use the Metal Platform, or Documentation to provide services to third parties (e.g., as a service bureau); (3) use the Metal Platform in violation of the Service Limitations or this Agreement; (4) circumvent or disable any security or other technological features or measures of the Metal Platform; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Metal Platform; (6) modify, translate, or create derivative works based on the Metal Platform, or Documentation; (7) remove any proprietary notices or labels from the Metal Platform or Documentation; (8) use the Metal Platform in a manner that violates or attempts to circumvent Applicable Law; (9) use the Metal Platform to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Metal Platform; or (10) access the Metal Platform to develop a competing product or service.
B. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any other person or entity to whom Customer or an Authorized User may, directly or indirectly, provide access to or permit to use, deploy, or otherwise benefit from the Metal Platform (“Downstream Entities”); in each case, as if such action or inaction were an action or inaction of Customer. As part of the registration process, Customer will identify an administrative username and password for Customer’s Metal Platform account. Customer represents and warrants that all registration information Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of Customer’s username and password, and is responsible for all activities that occur on or through Customer’s account and all Authorized Users’ accounts, whether authorized by Customer or not.
C. Third-Party Software. Certain components of software included as part of the Services, such as through integrations made available by Metal, are licensed from third parties and are subject to terms and conditions provided by such third parties, including open-source or private models, algorithms, and systems ("Third-Party Software"). Each component of Third-Party Software is licensed under the terms of the license that accompanies such Third-Party Software, which may include open-source licenses. Nothing in this Agreement limits Company’s rights under, or grants Company rights that supersede rights available in, the terms and conditions of any applicable license for the Third-Party Software. Third-Party Software may be subject to separate license agreements or restrictions on use ("Third-Party Restrictions"), and Company agrees to comply with all such Third-Party Restrictions. THIRD-PARTY SOFTWARE IS PROVIDED BY THIRD PARTIES, NOT METAL. METAL DOES NOT WARRANT, SUPPORT, OR ACCEPT RESPONSIBILITY OF ANY KIND FOR THIRD-PARTY SOFTWARE.
D. Optional Third-Party Services. Metal and third parties may make available integrations between the Services and third-party products or services, including plugins and related services ("Third-Party Services") that Company may elect to use. Any use of such Third-Party Services is solely between Company and the applicable Third-Party Service provider. Because the Third-Party Services rely on the Third-Party Service provider's continued operation, Metal does not warrant or provide support for Third-Party Services. Metal is not responsible for any violations of Applicable Law by Third-Party Service providers, or for any liability arising from Company’s use thereof. Metal does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services or related features are discontinued, Company will not be entitled to any refund, credit, or other compensation. Depending on Company’s location, certain Third-Party Services may not be available.
4. Intellectual Property and Data.
B. Customer Data. Customer owns the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Metal by this Agreement. Metal does not have any rights to the Customer Data except for the limited express rights granted in this Agreement. Customer hereby grants Metal a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid, sublicensable (to Metal’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data, in whole or in part, in any media or distribution methods now known or later developed, solely during the Term and as necessary for Metal to provide the Services to Customer and in accordance with the settings on Customer’s account and the features of the Services Customer elects to utilize.
C. Metal IP. Metal and its licensors own the Metal Platform, Documentation, and Usage Data, including all Intellectual Property Rights therein (the “Metal IP”). No ownership rights in the Metal IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Metal IP except for the limited express rights granted in this Agreement.
D. Feedback. If Customer gives Metal feedback, comments, or suggestions concerning the Services (collectively, “Feedback”), Customer hereby assigns to Metal all right, title, and interest in and to the Feedback, and Metal is free to use the Feedback without payment, attribution, or restriction.
E. Usage Data. Metal may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Metal Platform and related systems and technologies (including information provided by third-party analytical tools). Metal may use Usage Data for any purpose, including to improve the Services and develop new products, services, features, and functionality.
5. Confidentiality. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under Applicable Law), or any Confidential Information that is required to be disclosed by Applicable Law.
6. Fees and Payment.
A. Fees and Payment.
B. Payment Processing. Metal may require payment by credit card, debit card, or other payment instruments which are processed and billed by Metal’s third-party payment processors (“Payment Processor”). Customer hereby authorizes Metal’s Payment Processors to bill Customer’s payment instrument on file with Metal (or provided by or on behalf of Customer to Metal or a Payment Processor in connection with any invoice or charge) in accordance with each Order. Such billing may include advance payment on a periodic basis and ad hoc charges for usage Fees and other one-time payments. Metal will provide Customer with, or otherwise make available to Customer, a receipt for each such charge. If Metal’s Payment Processor is Stripe Inc. (“Stripe”), the processing of credit card charges or credits through Stripe, as applicable, relating to use of the Service is subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (https://stripe.com/legal) (collectively, the “Stripe Services Agreement”). Customer hereby agrees to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time as set forth therein. Customer agrees to provide Metal and its Payment Processors with current, accurate, and complete information about Customer and Customer’s payment methods.
C. Taxes. Other than federal and state net income taxes imposed on Metal, Customer will bear all taxes, duties, and other governmental charges relating to the Services.
7. Term and Termination.
A. Term. The term of this Agreement will commence on the effective date of the first Order between the parties and will continue until terminated in accordance with this Agreement (the “Term”). If a term is not specified in an Order, the term of such Order will be 1 month. Upon expiration of an Order, the Order will automatically renew for a term equivalent to the initial term of such Order, unless either party notifies the other in writing of its desire to terminate the applicable Order at least 2 business days before the expiration of the then-current term.
B. Termination for Breach or Insolvency. Either party may terminate this Agreement or an Order, effective upon written notice to the other party, if the other party materially breaches this Agreement or an Order and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Metal may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches Section 3.A or any of the terms of this Agreement relating to Metal’s Intellectual Property Rights or Metal’s Confidential Information. Metal may terminate this Agreement, effective immediately upon written notice, if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
C. Effect of Termination. Expiration or termination of this Agreement will automatically terminate all active Orders, but termination of a single Order will not result in termination of this Agreement or any other Orders. Upon the expiration or termination of this Agreement or an Order all rights and licenses granted by Metal to Customer under this Agreement or the applicable Order will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
D. Post-Termination Obligations. Upon any expiration or termination of this Agreement, Metal will make all Customer Data then held by Metal available to Customer for electronic retrieval for a period of 30 days. After such period, Metal will delete any stored Customer Data. Upon expiration or termination of this Agreement for any reason: (1) Metal will not refund Customer any Fees paid in advance of such expiration or termination; and (2) within ten days after such expiration or termination, Customer will pay Metal all remaining usage Fees owed under any terminated Order. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 4 (Intellectual Property and Data), 5 (Confidentiality), 6 (Fees and Payment), 7.C (Effect of Termination), 7.D (Post-Termination Obligations), 8.D (Combinations), 8.E (Disclaimer), 9 (Indemnification), 10 (Limitations of Liability), 11(Arbitration), and 12 (Miscellaneous).
8. Warranties and Disclaimer.
A. Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution and delivery of this Agreement by the executing party do not violate Applicable Law or the terms of any other agreement to which it is a party or by which it is otherwise bound.
B. Metal Warranty. Metal represents and warrants to Customer that: (1) Metal will perform the Services in a good and workmanlike manner; and (2) Metal has the necessary rights to authorize Customer to use the Metal Platform in accordance with this Agreement.
C. Customer Warranty. Customer represents and warrants to Metal that it: (1) has the rights and consents necessary and appropriate to authorize and permit Metal to use all data and information provided or made available to it by or on behalf of Customer (including all Input) in accordance with this Agreement, and such use by Metal of Input will not infringe or violate any third-party (including any Authorized User) right, including any Intellectual Property Right or privacy right; (2) will use the Metal Platform in compliance with the Documentation and Applicable Law; (3) will provide and maintain accurate, current and complete information required to enable Authorized Users to register for and use the Metal Platform; and (4) unless Company has received sufficient prior written authorization, Input does not contain any confidential information of any third party.
D. Combinations. Metal will have no obligation for any infringement of Intellectual Property Rights relating to Customer’s use of the Metal Platform to the extent arising out of: (1) use of Metal Platform in combination with other products or services not recommended or provided by Metal; (2) designs, requirements, or specifications required by or provided by Customer; (3) use of the Metal Platform in breach of this Agreement or outside the scope of the license granted to Customer; (4) Customer’s failure to use Metal Platform in accordance with the Documentation; or (5) any modification of the Metal Platform not made or authorized in writing by Metal.
E. Disclaimer. Except for the limited warranties described in this Section 8 (Warranties and Disclaimer), Metal makes no other express or implied warranties with respect to the Metal Platform, Documentation, Services, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 8, the Metal Platform, Documentation, and Services are provided “as is.” Metal does not warrant that the Metal Platform, Documentation, or Services will satisfy Customer’s requirements, are without defect or error, or that the operation of the Metal Platform will be uninterrupted. Metal makes no warranties of any kind with respect to any Third Party Software. Some jurisdictions do not allow the exclusion or limitation of warranties, so that limitation or exclusion may not apply to Customer.
F. Metal may make features of the Metal Platform classified as “alpha” or “beta” available to Customer (“Beta Features”). Metal makes no representations that any Beta Features will be made generally available and Metal may discontinue or modify any Beta Feature without notice. Beta Features are provided “AS IS,” and Customer’s use of a Beta Feature is at Customer’s sole risk.
A. Defense. At Metal’s option and request, Customer will defend Metal and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, the “Metal Indemnified Parties”) from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on Customer’s breach of Section 3 (Use Restrictions and Responsibilities) or Section 8 (Warranties and Disclaimer) (a “Customer Indemnifiable Claim”). If Metal requests Customer to defend it from any Customer Indemnifiable Claim, Metal will: (1) give Customer prompt written notice of the Customer Indemnifiable Claim; (2) grant Customer full and complete control over the defense and settlement of the Customer Indemnifiable Claim; (3) provide assistance in connection with the defense and settlement of the Customer Indemnifiable Claim as Customer may reasonably request; and (4) comply with any settlement or court order made in connection with the Customer Indemnifiable Claim. Notwithstanding the previous sentence, Customer will not enter into any settlement that involves an admission of guilt or liability of Metal without Metal’s prior written consent. Metal may participate in the defense of a Customer Indemnifiable Claim at its own expense and with counsel of its own choosing.
B. Indemnification. Customer will indemnify the Metal Indemnified Parties from and pay: (1) all damages, costs, fines, judgements, expenses, and attorneys’ fees reasonably incurred by Metal Indemnified Parties in any Customer Indemnifiable Claim); and (2) all amounts that Customer agrees to pay to any third party to settle any Customer Indemnifiable Claim.
C. IP Infringement. If the Metal Platform is held to infringe (or if Metal reasonably believes will be held to infringe) any third-party Intellectual Property Rights, Metal may, at its option and expense: (1) modify the Metal Platform to make it non-infringing; or (2) obtain a license that permits Customer to continue using the Metal Platform. If Metal does not believe either option is reasonably practicable, Metal may terminate this Agreement. This Section 9 states Metal’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Metal Platform.
10. Limitations of Liability.
A. Exclusion of Damages. Metal will not be liable to Customer for any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, including lost profits or loss of business, even if Metal is apprised of the likelihood of such damages occurring.
B. Damages Cap. Metal’s total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed the total amount paid by Customer to Metal under this Agreement during the 12 months immediately proceeding the claim, less any liabilities previously incurred by Metal.
C. Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 10 (Limitations of Liability) will apply to Customer solely to the extent permitted by Applicable Law.
11. Arbitration. Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in New York, New York. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by Applicable Law and to the extent not already in the public domain. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.
A. Publicity. Metal may publicly list Customer as a customer of Metal and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communications with existing or potential Metal customers, resellers, or investors.
B. Governing Law. This Agreement is governed by New York law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 11, all claims arising under this Agreement will be litigated exclusively in the federal or state courts in New York, New York. The parties submit to the jurisdiction in those courts.
C. Injunctive Relief. If either party breaches Sections 3.A (Use Restrictions), 4 (Intellectual Property and Data) or 5 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available to it at law or in equity, seek injunctive or other equitable relief in response to any such breach.
D. Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.
E. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
F. Assignment. Customer may not assign this Agreement or delegate its performance without Metal’s prior written consent, and any attempt to do so is void. Metal may assign this Agreement or delegate its performance without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
G. Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
H. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
J. Amendment. This Agreement may only be amended in a writing signed by both parties and stating that it is amending this Agreement.
K. Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.
L. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
M. Notices. All notices under this Agreement must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 12.M. All notices to Metal will be sent to:
Metal Technologies Inc.
134 N 4th St, Brooklyn
N. Force Majeure. Metal will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Metal’s reasonable control (a “Force Majeure Event”), so long as Metal uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Metal to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement
O. Interpretation. If Metal provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in this Agreement is for convenience only, and in no way defines or explains any section or provision. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”
P. Counterparts. This Agreement may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.
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