These Terms of Service (“Terms”) govern your access to and use of the products, services, and websites (collectively, the “Services”) provided by Metawise Consulting LLC (“Metawise”, “we”, “our”, or “us”) through our 365TUNE platform. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.
Please read these Terms carefully before using the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” and “your” will refer to that organization.
To access certain features you must register for an account. When registering, you agree to provide accurate, current, and complete information about yourself and your organization. You are responsible for safeguarding your account credentials and for all activity under your account.
You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your account. You must notify us immediately on becoming aware of any breach of security or unauthorized use of your account.
If you are an organization with multiple users, you are responsible for ensuring that all users comply with these Terms. You may permit authorized users to access and use the Services provided you ensure each of them complies.
Subject to your compliance with these Terms and any applicable subscription or order form, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the applicable subscription term for your internal business purposes.
You agree not to, and will not permit others to:
We reserve the right to modify, suspend, or discontinue the Services, or any part of them, at any time, with or without notice to you. We will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.
From time to time we may make Services available to you at no charge, including trials, evaluations, proofs of concept, pilots, beta programmes, and free or discounted beta subscriptions (collectively, “Free Services”).
Free Services are provided “AS IS” and “AS AVAILABLE”, without warranty, representation, or condition of any kind, and without any service level, support, or availability commitment. The warranties set out in “Our Warranties” do not apply to Free Services.
We may modify, suspend, limit, or discontinue Free Services, or terminate your access to them, at any time and for any reason, with or without notice.
You are responsible for exporting any data you wish to retain before Free Services end. On expiry or termination of Free Services, we may delete data associated with them in accordance with the Data Processing Agreement.
To the maximum extent permitted by applicable law, we will have no liability arising out of or related to Free Services, whether in contract, tort, or otherwise. Where such exclusion is not permitted, our total aggregate liability arising out of or related to Free Services will not exceed one hundred United States dollars (US$100).
Our obligations under the Data Processing Agreement, including those relating to permitted use of your data, personnel confidentiality, security measures, and deletion, apply in full to Free Services whether or not fees are paid.
The Services are designed to integrate with Microsoft 365. By using the Services with your Microsoft 365 environment, you authorize us to access and interact with your Microsoft 365 tenant and related data as necessary to provide the Services.
Your use of Microsoft 365 is governed by your agreement with Microsoft. We are not responsible for any changes, restrictions, or discontinuation of Microsoft 365 services or APIs that may affect the Services. It is your sole responsibility to review your Microsoft agreements and ensure compliance with all applicable terms while using the 365TUNE platform. If you determine that your use would be non-compliant, you must not use the platform or its services.
You acknowledge that the Services use Microsoft APIs and that continued functionality depends on Microsoft maintaining those APIs. We will make reasonable efforts to adapt to changes in Microsoft’s APIs, but we cannot guarantee uninterrupted service if Microsoft makes significant changes to them.
“Your Data” means any data, content, or information submitted by you or your authorized users to the Services, including data from your Microsoft 365 environment that we access with your permission.
You retain all right, title, and interest in and to Your Data. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Your Data as necessary to provide the Services to you and as otherwise permitted by our Privacy Policy and the Data Processing Agreement.
We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Your Data. We will not access, use, or disclose Your Data except as provided in these Terms, the Data Processing Agreement, our Privacy Policy, or as expressly authorized by you.
While we implement reasonable data backup procedures, you acknowledge that you are responsible for maintaining backups of Your Data. We recommend that you maintain your own backup of all data you consider critical.
You agree to pay all fees specified in the applicable order forms or subscription plans. Except as otherwise specified in these Terms or an order form:
All fees must be paid in advance or as otherwise specified in the applicable order form. You are responsible for providing complete and accurate billing and contact information and for notifying us of any changes.
Unless otherwise stated, our fees do not include taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (“Taxes”). You are responsible for paying all Taxes associated with your purchases under these Terms.
Unless otherwise specified in an order form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year, whichever is shorter, unless either party gives notice of non-renewal at least 30 days before the end of the relevant term.
If any amount owed by you is 30 or more days overdue, we may, without limiting our other rights and remedies, suspend your access to the Services until such amounts are paid in full.
Except for the limited license granted to you, we retain all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set out in these Terms.
If you provide us with suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”), you grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, and distribute that Feedback in connection with our products and services.
We may collect and analyze data relating to your use of the Services in an aggregated and irreversibly anonymized form (“Usage Data”). Usage Data does not identify, and cannot reasonably be used to identify, you, your personnel, your end users, or your Microsoft 365 tenant. We own all Usage Data and may use it for lawful business purposes, including to secure, support, and improve the Services, to develop new products and services, and for benchmarking and threat intelligence.
We will not attempt to re-identify Usage Data, will not disclose Usage Data in a manner that identifies you as its source, and will require any recipient of Usage Data to observe the same restrictions.
We do not use Your Data, or Usage Data derived from it, to train, fine-tune, or otherwise develop any generative artificial intelligence or large language model. Where the Data Processing Agreement imposes stricter limits on the use of data derived from personal data, those limits control.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but not less than reasonable care, to:
Confidential Information excludes information that:
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided it gives the Disclosing Party prior notice of the compelled disclosure to the extent legally permitted, and reasonable assistance at the Disclosing Party’s cost if the Disclosing Party wishes to contest the disclosure.
Each party represents and warrants that:
We warrant that:
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT THE CONTENT PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE.
Findings, scores, control results, benchmark assessments, dashboards, reports, and recommendations generated by the Services (“Output”) are derived from data made available by Microsoft and other third-party interfaces at the time of collection, and are provided for your internal informational use.
We do not warrant that Output is complete, accurate, error-free, or current. We do not certify, attest to, audit, or determine your compliance with any law, regulation, standard, framework, benchmark, or contractual obligation. Output is not legal, regulatory, audit, or professional security advice, and is not a substitute for independent assessment by a qualified professional.
You are solely responsible for your own compliance and for any decision, representation, certification, or disclosure you make in reliance on Output, including to your own customers, auditors, insurers, or regulators.
The Services depend on third-party services, including the Microsoft Graph API. We are not responsible for the unavailability of, changes to, deprecation of, or inaccuracy in data supplied by those services, or for any consequence arising from them.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER LOSSES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitation set out in “Limitation of Liability” will not apply to liability arising from:
For the avoidance of doubt, either party’s liability for breach of its confidentiality obligations, and our liability for the processing of personal data under the Data Processing Agreement, is subject to the limitation set out in “Limitation of Liability” and is aggregate with all other claims under it.
All limitations in these Terms are aggregate across these Terms, the Data Processing Agreement, and any non-disclosure agreement between the parties, and do not stack. Liability under any one of those documents counts against, and is not additional to, the limitations in the others.
We will defend you against any claim, demand, suit, or proceeding brought against you by a third party alleging that use of the Services in accordance with these Terms infringes or misappropriates that third party’s intellectual property rights (an “Infringement Claim”), and will indemnify you from damages, attorney fees, and costs finally awarded against you as a result, or paid by you under a court-approved settlement, provided that you:
You will defend us against any claim, demand, suit, or proceeding brought against us by a third party alleging that Your Data, or your use of the Services in breach of these Terms, infringes or misappropriates that third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify us from damages, attorney fees, and costs finally awarded against us as a result, or paid by us under a court-approved settlement, provided that we:
These Terms commence on the date you first accept them or access the Services, whichever is earlier, and continue until all subscriptions have expired or been terminated.
The term of each subscription is as specified in the applicable order form. Except as otherwise specified in an order form, subscriptions automatically renew for additional periods equal to the expiring subscription term or one year, whichever is shorter, unless either party gives notice of non-renewal at least 30 days before the end of the relevant term.
Either party may terminate these Terms and any subscription for cause:
The sections titled “Intellectual Property Rights”, “Confidentiality”, “Disclaimer of Warranties”, “Platform Output and No Assurance of Compliance”, “Limitation of Liability”, “Indemnification”, “Effect of Termination”, “Survival”, and “General Provisions” survive any termination or expiration of these Terms.
These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any legal suit, action, or proceeding arising out of or related to these Terms or the Services will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the city of Austin, and each party irrevocably submits to the exclusive jurisdiction of those courts.
All notices under these Terms will be in writing and deemed duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after sending, if sent for next day delivery by a recognized overnight delivery service; or on receipt, if sent by certified or registered mail, return receipt requested. Notices to us should be sent to Metawise Consulting LLC, attention: Legal Department, with a copy to legal@365tune.com.
Where we process personal data on your behalf in providing the Services, that processing is governed by our Data Processing Agreement, which is incorporated into these Terms by reference. In the event of a conflict, the order of precedence is: the Standard Contractual Clauses where they apply, then the Data Processing Agreement, then these Terms.
Confidentiality obligations in any non-disclosure agreement between the parties apply in addition to, and not in place of, these Terms and the Data Processing Agreement.
These Terms, together with the Data Processing Agreement, any order forms, and other documents incorporated herein by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning that subject matter.
You may not assign or transfer these Terms or any rights or obligations under them, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of the foregoing is void. We may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
There are no third-party beneficiaries to these Terms.
No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. No waiver is effective unless made in writing and signed by an authorized representative of the party granting it.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.
Neither party will be liable for any failure or delay in performance due in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause beyond its reasonable control, including fire, flood, epidemic, pandemic, earthquake, storm, natural disaster, act of God, accident, compliance with any law, regulation, or order, act of war, act of public enemy, act of terrorism, riot, rebellion, insurrection, sabotage, embargo, strike, labor disturbance, power failure, equipment failure, interruption of transportation, third-party non-performance, or any similar cause.
The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not use or export the Services in violation of any U.S. export law or regulation.
The Services are commercial computer software as defined in Federal Acquisition Regulation (FAR) 2.101. If acquired by or on behalf of any agency of the U.S. Government, the Government acquires this software and documentation subject to these Terms.
We may update or modify these Terms from time to time by posting a revised version on our website or by otherwise notifying you. Your continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms.
If you have questions about these Terms, please contact us.
Metawise Consulting LLC
Email: legal@365tune.com
5900 Balcones Drive #8939, Austin, Texas 78731
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