Skip to content

TERMS & CONDITIONS

METROLINK.AI LTD. SERVICE TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE METROLINK.AI LTD. SERVICE.

By selecting the box “I agree”, or otherwise accessing and using the Services (as defined below) you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (the “Terms”), and are entering into a binding legal agreement with Metrolink.AI Ltd. (“Metrolink.AI”, “us”, “we” or “our”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

  1. Description of the Service. The provision of AI’s unified self-service data operations platform (“Platform“) and the support services set out at ‘Exhibit A‘ (together with the Platform, the “Service”) is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website www.metrolink.ai (the “Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Metrolink.AI in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
  2. Subscription to the Service. Subject to your compliance with these Terms, and payment of applicable fees, AI hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (defined below) for your internal purposes only. Your subscription to the Service is limited to the number of your end users designated in the Order Form (“End Users”). “Order Form” means Metrolink.AI’s then current order form that you entered into with Metrolink.AI while registering for the Service.
  3. Restrictions on Use. You must not, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at AI’s sole discretion) an unreasonable or disproportionately large load on the Metrolink.AI infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Metrolink.AI’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Metrolink.AI’s own without Metrolink.AI’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. You agree to remain liable to Metrolink.AI for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by you.
  4. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other yourself or a permitted End User to access and use your Account. You acknowledge and agree (i) not to exceed the aggregate number of authorized End Users designated in the Order Form unless you first notify us in writing and pay Metrolink.AI the required additional subscription fees; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with your Account, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Metrolink.AI in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by using the tools that we make available within the Service or by sending a cancellation request to us at [email protected] in which case we will use commercially reasonable efforts to respond within a reasonable time.
  5. Our Privacy Policy. You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by, is governed by the AI Privacy Policy at https://metrolink.ai/privacy-policy/ (“Privacy Policy”).
  6. Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage thereof, and Metrolink.AI’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Metrolink.AI (or its third party licensors). “Metrolink.AI”, the Metrolink.AI Logo, and other marks are Marks of Metrolink.AI or its affiliates.
  7. These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period (the “Initial Term”). Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
  8. Free Trial Period. We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude at the end of the trial period displayed on the Site, or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service, or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that AI: (a) does not make any commitments in connection with the Service during the Trial Period; and (b) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Period offer at any time.
  9. Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by cancelling your Account. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
  10. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time following said thirty (30) day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 6 (Title), 10 (Effect of Termination), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Disclosure), 16 (Confidentiality), 17 (Assignment), (18) Modifications, 19 (Governing Law and Disclosure) and (20) General shall survive termination of these Terms.
    • Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in the Order Form. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Order Form, be determined by AI’s then-current subscription fees.
    • All fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are set forth in the Order Form.
  11. Warranty Disclaimer. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. AI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. METROLINK.AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. METROLINK.AI DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND METROLINK.AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
  12. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AI SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOSS OF DATA, OR LOSS ARISING FROM OR IN RELATION TO DATA OR RELATED INCIDENTS) ARISING OUT OF OR RELATED TO THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF METROLINK.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF METROLINK.AI RELATED TO THESE TERMS FOR ANY REASON AND REGARDLESS OF THE LEGAL THEORY, BASIS OR DOCTRINE, OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE SIX (6) MONTHS PRIOR TO BRINGING THE CLAIM.
  13. You agree to defend, indemnify and hold harmless Metrolink.AI and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; and/or (ii) your breach of these Terms.
  14. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Metrolink.AI, its users or the public.
  15. All designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Services and/or Metrolink.AI‘s business activities and/or any proprietary or confidential information of Metrolink.AI disclosed pursuant to these Terms which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature shall be considered “Confidential Information”. You agree to use Metrolink.AI’s Confidential Information only in connection with the Service, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with Metrolink.AI‘s prior written consent. If the disclosure is required by law, or a government order or official authority request the information to be disclosed, you shall give written notice to the Metrolink.AI prior to such disclosure and provide Metrolink.AI with an opportunity to take legal steps to resist or narrow such request.
  16. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Metrolink.AI without restriction.
  17. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
  18. Governing Law and Disputes.
    • These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
    • The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, AI reserves the right to seek injunctive relief in any court of competent jurisdiction.
  19. These Terms, and the Order Form and Privacy Policy, represent the complete agreement concerning the Service between you and Metrolink.AI and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Metrolink.AI, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: November 1, 2021

SERVICE LEVEL AGREEMENT (“SLA”)

Metrolink.AI reserves the right to change the terms of this SLA by providing you with at least thirty (30) days prior written notice.

During the Term, Metrolink.AI will use commercially reasonable efforts to make the Platform available with a Monthly Uptime Percentage (defined below) of at least 99.9% during monthly billing cycle (the “Service Commitment“). 

The following definitions apply to this SLA:

  • Downtime” or “Downtime Incident” means the time in which Platform is unavailable to you as measured and determined solely by AI based on its servers. Downtime Incidents shall exclude: (i) planned downtime incidents announced in-advance by Metrolink.AI, including without limitation, for periodic upgrade and maintenance, cyberattacks on Metrolink.AI‘s collectors (hardware or virtual) within your network, (ii) network disruption between your network and the Platform outside of Metrolink.AI‘s control; (iii) Downtime Incidents that are caused by the SLA Exclusions specified below, and/or (iv) any time where Metrolink.AI is awaiting information from you or awaiting your confirmation that the Platform has been restored.
  • Downtime Period” means the number of minutes in a calendar month during which the Platform is unavailable to you due to Downtime Incident(s).
  • Monthly Uptime Percentage” means the monthly uptime expressed as a percentage, calculated based on the total number of minutes in a calendar month, minus the Downtime Period, divided by the total number of minutes in a calendar month.

1.1.1.1.          Other SLA Exclusions

The SLA does not apply to any: (a) features or services excluded from the Terms (as specified in the associated documentation); or (b) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond Metrolink.AI‘s reasonable control (e.g. any force majeure event (including but not limited to strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis)), failure of Internet access or any public telecommunications network, shortage of adequate power or transportation facilities or any other problems beyond Metrolink.AI‘s reasonable control etc.); (iii) results or outcomes attributable to repair, maintenance or modification of the Platform by persons other than Metrolink.AI‘s authorized third parties; (iv) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Platform; (v) resulted from use of the Platform other than in accordance with its manuals, specifications or documentation or in violation of the Terms; (vi) resulted from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Metrolink.AI‘s direct control); and/or (vii) resulted from the combination of the Platform with equipment or software not authorized or provided by Metrolink.AI or otherwise approved by Metrolink.AI in the Platform’s manuals, specifications or documentation.

 

 

Service Level Objectives

Metrolink.AI offers Service Level Objectives for the initial response to your support tickets based on the severity of the impact. The ticket priority is based on the business impact as described in the table below.

Severity

Description

Initial Response SLO

Action

Critical

(Severity 1)

The SaaS is down, all functionalities are not operational and the issue is directly disrupting customer network and/or business operations – and no reasonable workaround is available

1 hour*

Work continuously until the issue is fixed

High

(Severity 2)

A major service functionality is impacted by an issue that is persistent and affects many users —and no reasonable workaround is available.

8 business hours*

Work through the normal business day

Medium

(Severity 3)

The SaaS is operational, with a minor impact on functionality for some or all users, and an acceptable workaround or solution exists.

2 business days

Reasonable – as resources are available

Low

(Severity 4)

Minor issues not impacting service functionality.

4 business days

Reasonable – as resources are available

* In order for the service level objective to be achieved, the requestor is required to contact Metrolink.AI support via an email. complementary to submission via email at [email protected] or web access at www.metrolink.ai. Metrolink.AI may, at any time update the communication methods to be used in order to submit the issue to Metrolink.AI’s support team and requestor must provide Metrolink.AI with all information, documentation, assistance and access as Metrolink.AI might reasonably require, including, without limitation:

  • application knowledge,
  • listing of any output,
  • detailed steps required to enable AI to replicate the problem, and
  • exact wording of error messages.

Exclusions

The technical support described above will only be provided with respect to SaaS version which is under support, and Metrolink.AI shall not be required to correct any error that in Metrolink.AI‘s reasonable discretion resulting from:

  • any modifications of the SaaS that have not been approved by AI in writing;
  • your instructions, or installation or set up adjustments;
  • use of the SaaS other than as permitted in the software license agreement;
  • any fault in any equipment or programs used in conjunction with the SaaS, or other causes beyond the control of AI; and/or
  • your negligence or willful misconduct.

Your Responsibilities

2.          Metrolink.AI‘s obligations hereunder are subject to the following:

(a)    You agree to receive from Metrolink.AI communications via e-mail, telephone, and other formats;

(b)   Your technical support contact shall cooperate with Metrolink.AI at all time during the provision of technical support and maintenance services hereunder; and

You shall report to Metrolink.AI all problems with the SaaS and shall implement any corrective procedures provided by Metrolink.AI reasonably promptly after receipt.