These Terms of Use (“Terms”) are an agreement which governs your use of various websites operated by Meta Materials Inc. (“we”, “our”, “Company”), namely, https://metamaterial.com/, https://www.meta-air.com/, http://www.gluco-wise.com/, https://www.nanosecurity.ca/, https://optodot.com/ and https://mediwise.co.uk/index.html (“Sites”) accessing or using the Sites, you affirm that you have read, understood, and agree to these Terms. If you do not agree to these Terms or are unable to comply with them, please do not use the Sites.
Introduction
Your use of the Sites is subject to compliance with these Terms and to any other prior or contemporaneous agreement between Company and you. You also agree to comply with any additional rules, terms, policies, and conditions relating to the products, services, features, materials or Content (defined below) provided on, or made available through, the Sites.
From time to time, we may, in our sole discretion, suspend or discontinue the availability of the Sites or of any of their features, materials or Content. We may make improvements, changes, or amendments to the Content, information, services, products, and other materials on the Sites, or terminate offerings on the Sites at any time, subject to applicable laws.
We may update these Terms from time to time, so please review them each time you access or use the Sites. If we make material changes to the Terms, we will post the revised Terms on the Sites noting the new effective date. Your continued access to or use of the Sites after the effective date constitutes your acceptance of the new Terms.
Please review our Privacy Policy https://metamaterial.com/privacy-policy/ for information on how we use personal information and on our data collection, use and storage practices.
Limited License
Subject to your compliance with these Terms, Company grants you a limited, non-exclusive license to access and use the Sites for lawful and non-commercial purposes. This may include, for example: obtaining and requesting information about Company and its services, products and business activities, exploring career opportunities, making purchases, and conducting business or communicating with the Company.
Aside from the limited license described in these Terms, you may not copy, reproduce, distribute, modify, republish, upload, post, publicly display, broadcast, encode, translate, transmit or distribute in any way, such as to any other computer, server, device, website, social media platform, medium or commercial enterprise, all or any part of the Sites or Content, without Company’s express prior written consent.
Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Sites or the Content except as expressly permitted by these Terms. All rights not expressly granted in these Terms are reserved for Company.
User Conduct
You agree that you will comply with these Terms and that you will not engage in conduct or communications that: (a) are untruthful, obscene, fraudulent, indecent, defamatory, abusive, harassing, or threatening to others, or negatively impact another person’s ability to use the Sites or lawfully engage with the Company; (b) contain any viruses, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful components that may, or are intended to, damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Sites or any system, data, or personal information; (c) engage in, advocate or encourage any illegal activity; (d) infringe upon, dilute or violate the copyright, patent, trademark, trade secret, right of publicity, intellectual property, or proprietary rights of Company or of any third party; (e) violate the privacy of individuals, including, but not limited to, other users of the Sites; (f) engage in, assist, or encourage any conduct, activities, or communications that adversely affect the operation, access, or usability of the Sites for any other authorized user; (g) make unauthorized misrepresentations, representations or warranties about the Content or the Company; or (h) violate any applicable local, state, national or international laws or regulations.
You also agree that you will not: (i) attempt to gain unauthorized access to any portion or feature of the Sites, including our systems, networks, social media pages or servers, including without limitation, by hacking, impersonation, password “mining” or any other illegitimate means; (j) access, acquire, copy, monitor, circumvent, or create derivative works from any portion of our Sites, including our systems, networks, social media pages and groups, or servers, to obtain or attempt to obtain any Content (defined below), materials, documents, or information through any unlawful means; (k) sell, rent, license, or unlawfully distribute any Content, materials, documents, or information obtained on or through the Sites; and (l) copy, adapt, distribute, attempt to derive the source code of, modify, or create derivative works of the Sites, any updates, or any parts thereof, except as expressly permitted herein.
The Sites that may be accessed from, displayed on, or linked to or from your mobile device or PC may not be available in all languages or in all countries. We make no representations that the Sites and Content are appropriate or available for use in any particular location. To the extent you choose to access the Sites, you do so at your own initiative and are responsible for compliance with any applicable laws and regulations. We reserve the right to change, suspend, remove, or disable access to the Sites at any time without notice, in our sole discretion. In no event will we be liable for the removal or disabling of access to the Sites, whether temporary or permanent. We may also impose limits on the use of or access to the Sites or portions thereof, in our sole discretion and without notice or liability.
Information You Provide
You agree that all information, materials, or content you provide to us (“User-Supplied Content”) will be true, accurate, current, not misleading, and complete. You represent and warrant that you have the legal right to provide User-Supplied Content and that it does not violate any third party’s intellectual property, privacy, right of publicity, or other proprietary or ownership rights. Any User-Supplied Content, including comments, feedback, submissions, responses to questions, sweepstakes or contest entries, emails, documents, images, designs, photographs, suggestions, or the like will be deemed to be non-confidential, will not be returned, and shall be owned exclusively by Company. We shall have no obligation of any kind with respect to User-Supplied Content. By uploading, sending, posting or otherwise providing any User-Supplied Content, you grant Company an unrestricted, irrevocable, worldwide, non-exclusive license to use, modify, reproduce, display, perform, transmit, and distribute it, in Company’s sole discretion. You agree that Company may freely use User-Supplied Content, including without limitation, ideas, concepts, strategies, text, images, drawings, materials, strategies, know-how or other information that you provide us, for any purpose and in Company’s sole discretion, including for use in creating, using, and distributing products, services, or derivative works, worldwide and in perpetuity, without any compensation to you or any third party.
Company may collect and use technical data and related information, including but not limited to, information about the devices, system, application software, and device peripherals you use to access the Sites. We may also collect information about your activities on the Sites, such as the duration and frequency of usage sessions, browsing history information, your geographic location, whether you are a first-time or a returning user, links you clicked on while on the website, and your flow and navigation path through the Sites. We may use this information to improve our products and services or to offer additional products, services, Content, or technologies to you. More information on the collection and use of this information, as well as other information we may collect from you through the Sites can be found in our Privacy Policyhttps://metamaterial.com/privacy-policy/
Intellectual Property
The entire content of the Sites, including but not limited to text, graphics, data, user interfaces, visual interfaces, photographs, images, artwork, trademarks, logo designs, sounds, videos, music, artwork, and computer code, and the design, structure, selection, arrangement, coordination, expression, and “look and feel” of such content (collectively, “Content”) is owned, controlled or licensed by or to the Company. The Sites and Content, except for that in the public domain, is protected from unauthorized use, copying and dissemination by Canadian, U.S. and international laws and conventions, including those relating to copyright, trademark,
All trademarks, service marks, logos, designs, taglines, images, photographs, copyrightable works, trade dress and other trade identities displayed on the Sites and used in connection with their operation (individually or collectively, “Intellectual Property”) are owned, controlled or licensed by Company or are the property of their respective owners.
You agree not to use, copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, or distribute in any way (including mirroring or framing) to any other computer, server, website, medium or commercial enterprise, any part of the Sites or any content without our express prior written consent.
Third-Party Sites and Information
Our Sites may display links to third-party websites, information, documents, service offerings, and photographs of third-party products. We have no control over such websites, information, documents, services or products, nor does Company formally sponsor or endorse them. We encourage you to do your own independent research on third-party offerings that may appear on the Sites or be linked-to by the Sites. You agree that Company is not responsible or liable for any third-party Content, advertising, products, services, or materials available through third-party websites, providers or resources. You further agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any third-party Content, products, services, features or materials available through a third-party website, provider or resource. If a third-party links to any of the Sites, the third-party agrees pursuant to these Terms to remove and/or disable such link(s) should we so demand.
Digital Millennium Copyright Act (DMCA) Notice
Company respects the intellectual property rights of others and users of the Sites are expected to do the same. We will investigate reports of alleged infringement and will take appropriate action, in our sole discretion, to remove or disable access to material found likely to be infringing. If you believe any Content infringes your copyright, please provide the following information: (a) physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that has allegedly been infringed; (b) description of the copyrighted work that you believe has been infringed; (c) location on the Site(s) of the allegedly infringing material; (d) your address, telephone number and email address and any other pertinent information sufficient to allow us to contact you; (e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Notices of claimed copyright infringement should include “Notice of Infringement” in the subject line and be sent by email to [email protected] or directed by mail or courier to:
Meta Materials Inc.
Attn: Copyright Agent
1 Research Drive
Dartmouth, Nova Scotia
Canada B2Y 4M9
Electronic Communications, Transactions and Signatures
Visiting the Sites, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on or through the Sites, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by any means other than electronic means.
California Users and Residents
If any complaint relating to an online transaction or the Sites is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N- 112, Sacramento, California 95834 USA, or by telephone at 1-800-952-5210.
No Warranties
THE SITES AND CONTENT ARE FOR GENERAL INFORMATION ONLY AND PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND.
WE DO NOT WARRANT THAT YOUR USE OF THE SITES WILL BE UNINTERRUPTED OR WITHOUT PROBLEMS OR ERRORS, THAT DEFECTS IN OR ON THE SITES WILL BE APPARENT OR CORRECTED, OR THAT THE SITES OR THE SERVERS THAT MAKE THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THE SITES OR CONTENT AND OF ANY ACCESS TO OR USE OF THE SITES AND CONTENT.
WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SITES AND CONTENT, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, SECURITY, QUALITY, TIMELINESS, AVAILABILITY, COMPLETENESS, RELIABILITY, ACCURACY, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE ARE IN FACT AWARE OF ANY SUCH PURPOSE).
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF TITLE AND/OR NON-INFRINGEMENT WITH RESPECT TO THE SITES AND CONTENT.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS AFFILIATES OR SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SPONSORS, OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITES OR CONTENT DISPLAYED ON OR CONTAINED WITHIN THE SITES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THEM. NOTWITHSTANDING THESE LIMITATIONS, ANY LIABILITY UNDER THESE TERMS OF USE SHALL BE LIMITED TO THE COST INCURRED BY YOUR USE OF THE SITES, IF ANY, OR $500, WHICHEVER IS LESS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY IN WHOLE OR IN PART TO YOU.
Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred, and any claim is subject to the Limitation of Liability set forth above.
Indemnification
You WILL indemnify, DEFEND and hold Company and its affiliates, partners, employees, agents and subsidiaries, harmless from all liabilities, claims, DEMANDS, ACTIONS, SUITS, PROSECUTIONS, PROCEEDINGS, and expenses, including attorney’s fees, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITES, YOUR BREACH OF THESE TERMS, YOUR VIOLATION OF APPLICABLE LAW aND ANY CLAIM INVOLVING ALLEGED INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS BY YOU. IF WE ARE OBLIGATED TO RESPOND TO A THIRD-PARTY SUBPOENA OR OTHER COMPULSORY LEGAL ORDER OR PROCESS, YOU WILL ALSO REIMBURSE US FOR REASONABLE ATTORNEYS’ FEES AND FOR COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH.
Governing Law
These Terms and any dispute related to these Terms, the Sites, or the Content, will be governed by and construed according to the laws of the province of Nova Scotia, Canada, without regard to conflicts of laws principles.
Class Action Waiver
To the extent allowed by law, You and Company agree that any proceedings to resolve or litigate any dispute arising from these Terms and the Sites will be conducted solely on an individual basis and that neither You or Company will seek to have any dispute heard as a class action, a representative action, a collective action, or in any proceeding in which You or Company acts or proposes to act in a representative capacity.
Binding Arbitration
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS, THE SITES, OR THE CONTENT SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
General Provisions
Any failure by Company to insist upon strict enforcement of any provision of these Terms will not be construed as a waiver of any provision or right held by Company.
If any provision in these Terms is deemed invalid, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
You may not assign or transfer your rights or obligations under these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without Company’s consent, shall be null and of no effect. Company may assign or transfer its own rights and obligations under these Terms, at its sole discretion, without restriction. Subject to the foregoing, the rights and obligations of the parties under these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Effective Date: July 17, 2022