Terms of Service

1. Introduction

Welcome to METAMATION. Please read these Terms of Service ("Terms," "Terms of Service") carefully before using the https://www.metamation.net website (the "Service") operated by METAMATION SOLUTIONS.

METAMATION SOLUTIONS is a registered DBA ("doing business as") of De Gracia Enterprises LLC, a Florida limited liability company. All references to "METAMATION," "METAMATION SOLUTIONS," "we," "us," or "our" in these Terms refer to De Gracia Enterprises LLC d/b/a METAMATION SOLUTIONS.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service. These Terms apply to all visitors, users, and others who access or use the Service provided by METAMATION.

2. Services Provided

METAMATION provides custom digital solutions—including but not limited to workflow automation, integrations, custom software, and process optimization—along with development, hosting, and ongoing support as outlined in each Statement of Work ("SOW"), invoice, or order form ("Agreement") executed by the Client.

Service Details

The scope, features, and deliverables of any Service are as described in your applicable SOW or current service plan.

Modifications

We reserve the right to update, change, or discontinue any Service or feature, or adjust pricing or plan details, with at least 30 days' written notice (email or website notice suffices). Continued use after such notice will constitute acceptance.

3. Payment Terms

Pricing

Fees are as specified in your SOW, invoice, or subscription plan. METAMATION may adjust recurring support/hosting fees with 30 days' written notice.

Billing

Invoices are due upon receipt, or as otherwise specified in your SOW. Payment obligations are non-cancellable; all paid amounts are non-refundable except as expressly stated in these Terms.

Late/Failed Payments

If any fees are overdue by more than 14 days, METAMATION may suspend or terminate services and deactivate any digital solutions (including workflow automations or integrations) until all outstanding amounts are paid in full, and may charge interest at 1.5% per month (18% APR).

Taxes

All fees are exclusive of taxes; Client bears responsibility for any applicable taxes.

4. Scope and Limitations

Services are limited exclusively to those itemized in the SOW. Any additional work, integrations, or change requests require a written amendment and may incur additional costs.

METAMATION may refuse, suspend, or terminate any Service at its discretion for breach or misuse by Client.

Client understands that any recommendations, scripts, digital solutions, workflow automations, or integrations are not intended as legal, financial, or professional advice and should not be relied on as such.

5. Client Responsibilities

Client agrees to:

• Provide accurate, complete information and timely access to relevant systems and third-party services.
• Respond to requests for feedback, approvals, or data promptly.
• Maintain third-party accounts in good standing and ensure compliance with all applicable laws (including but not limited to HIPAA, PCI-DSS, GDPR, and CCPA).
• Test and review any digital solution, workflow automation, or integration prior to full deployment and assume all operational risk.

6. Intellectual Property & Data Rights

Provider IP

All standard operating procedures (SOPs), training materials, proprietary methods, code, tools, frameworks, and trade secrets remain the sole property of METAMATION, except where specifically transferred in writing.

Client Data

Client retains ownership of all data provided by Client. METAMATION may use anonymized or aggregated data solely to improve or enhance its services.

Deliverables License

Upon full payment, Client receives a non-exclusive, non-transferable license to use deliverables for Client's internal business operations only. Transfer, resale, or sublicense is prohibited without METAMATION's written permission.

7. Satisfaction Guarantee & Refunds

Guarantee

If SOW deliverables are not met due to METAMATION's gross negligence or willful misconduct, METAMATION will use reasonable efforts to cure the deficiency or, at its discretion, may issue a refund.

Refunds

Refund requests are considered only if (a) the deliverables were not provided per SOW due to METAMATION's fault AND (b) the request is made within 14 days of project start. No refunds will be processed if the digital solution (including any workflow automation or integration) has been in active use beyond 30 days or for monthly/recurring services.

Refund Process

Submit written requests to Contact us with a detailed explanation. Refund approval is at METAMATION's sole discretion.

8. Confidentiality

Both parties will maintain in strict confidence any non-public, proprietary, or confidential business, technical, or customer information received from the other. This includes but is not limited to business processes, client data, and proprietary methods. These obligations survive termination.

9. Disclaimers

THE SERVICES AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.

METAMATION EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

METAMATION DOES NOT GUARANTEE ANY BUSINESS RESULTS, REVENUE, SALES, LEADS, OR OPERATIONAL IMPROVEMENTS. NO INFORMATION OR ADVICE PROVIDED BY METAMATION, OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10. Limitation of Liability & Risk Allocation

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

METAMATION AND ITS AFFILIATES, SUBCONTRACTORS, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL) ARISING FROM OR RELATED TO THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF SUCH DAMAGES.

METAMATION'S ENTIRE LIABILITY FOR ANY CLAIMS (IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE ACTUAL FEES PAID BY CLIENT FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

CLIENT ACCEPTS AND ASSUMES ALL RISKS ASSOCIATED WITH THE USE, IMPLEMENTATION, OR FAILURE OF ANY DIGITAL SOLUTION, WORKFLOW AUTOMATION, INTEGRATION, SOFTWARE, OR SERVICE PROVIDED, INCLUDING DATA LOSS, ERRORS, COMPLIANCE VIOLATIONS, OR OPERATIONAL FAILURES.

METAMATION IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY CLIENT ACTIONS, CLIENT SYSTEMS, OR FAILURE OF THIRD-PARTY SYSTEMS/SERVICES. CLIENT MUST MAINTAIN BACKUPS AND DATA SECURITY.

CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS METAMATION FROM ANY CLAIM, LOSS, LIABILITY, OR EXPENSE (INCLUDING ATTORNEYS' FEES) ARISING FROM CLIENT'S USE OR MISUSE OF THE SERVICES, INCLUDING ANY CLAIM BY THIRD PARTIES.

11. Termination

Either party may terminate any monthly service or support agreement—with or without cause—by providing 30 days' written notice. For one-time builds, either party may terminate for cause if the other fails to cure a material breach within 14 days' written notice.

METAMATION may suspend or terminate any Service immediately for non-payment, breach, or misuse.

Upon any termination, all unpaid fees become due and Client's right to use ongoing services is revoked. METAMATION is not obligated to retain or handover data after termination unless required by law.

Provisions relating to IP, confidentiality, indemnification, warranty disclaimers, and limitation of liability survive termination.

12. Governing Law & Venue

These Terms are governed by and construed in accordance with the laws of the State of Florida. Any action related to these Terms will be brought exclusively in the state or federal courts located in Florida. The prevailing party in any dispute is entitled to recover its legal fees and costs.

13. Changes to Terms

METAMATION reserves the right to update these Terms at any time. You will be notified by email or website posting. Changes take effect 30 days after notification unless a longer period is required by law. Your continued use of the Service after such changes constitutes acceptance.

14. Force Majeure

Neither party is liable for delays or failures in performance due to events beyond their reasonable control, including, but not limited to, acts of God, natural disasters, cyberattacks, or governmental actions.

15. Dispute Resolution

Parties agree to attempt to resolve any dispute arising under these Terms in good faith. If unresolved after 30 days, dispute shall be submitted to mediation or binding arbitration in Florida prior to litigation. The prevailing party is entitled to attorneys' fees and costs.

16. Entire Agreement & Precedence

These Terms, along with any signed SOW or invoice, are the complete agreement between you and METAMATION superseding all other agreements and oral discussions. In the event of a conflict, the SOW's project-specific terms control, but these Terms control all support, legal, and risk matters.

17. Severability & Waiver

If any provision is found unenforceable, the rest remain in effect. A waiver of any provision isn't a waiver of any other or future right.

18. Assignment

Client may not assign this Agreement or rights without written consent from METAMATION. METAMATION may assign rights or delegate obligations at its discretion.

19. Data Usage & Privacy

Data handling is governed by our Privacy Policy. METAMATION may utilize subcontractors or cloud tools as needed and will maintain appropriate confidentiality and security. Client is responsible for ensuring that content and use complies with all applicable data/privacy laws.

20. Subcontractors

METAMATION may delegate any obligation to qualified subcontractors but remains responsible for their performance.

21. Electronic Acceptance

All SOWs, amendments, and communications sent electronically have the same legal effect as originals. By clicking "I agree," submitting payment, or continuing use after notice of updated Terms, you consent to these Terms.

22. Notices

Official notices under these Terms must be sent to:
Email: Contact us

23. Contact Us

For any questions or concerns related to this ToS, please contact us at:

METAMATION SOLUTIONS (De Gracia Enterprises LLC)

Email: Contact us