Last Updated: April 17, 2025

1. Introduction

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 our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Please read these Terms carefully before using our Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization.

2. Account Registration and Access

2.1 Account Creation

To access certain features of the Services, 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 activities that occur under your account.

2.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

2.3 Authorized Users

If you are an organization with multiple users accessing the Services, you are responsible for ensuring that all users comply with these Terms. You may permit authorized users to access and use the Services, provided that you ensure each authorized user complies with these Terms.

3. License and Service Usage

3.1 License Grant

Subject to your compliance with these Terms and any applicable subscription or order forms, 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.

3.2 Usage Restrictions

You agree not to, and will not permit others to:

• • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Services

• • Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services

• • Access the Services in order to build a similar or competitive product or service

• • Copy, reproduce, distribute, republish, download, display, post, or transmit the Services in any form or by any means

• • Remove or alter any proprietary notices or labels on the Services

• • Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material

• • Use the Services to transmit malware, viruses, or other harmful computer code

• • Interfere with or disrupt the integrity or performance of the Services

• • Attempt to gain unauthorized access to the Services or related systems or networks

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) 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.

4. Microsoft 365 Integration

4.1 Authorization

Our Services are designed to integrate with Microsoft 365. By using our 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.

4.2 Microsoft Terms

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 our Services.

4.3 API Usage

You acknowledge that our Services utilize Microsoft APIs and that continued functionality depends on Microsoft’s maintenance of these 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 their APIs or services.

5. Your Data

5.1 Your Data Definition

“Your Data” means any data, content, or information submitted by you or your authorized users to the Services, including any data from your Microsoft 365 environment that we access with your permission.

5.2 Ownership of Your Data

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.

5.3 Protection of Your Data

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, our Privacy Policy, or as expressly authorized by you.

5.4 Data Backup

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 that you consider critical.

6. Fees and Payment

6.1 Fees

You agree to pay all fees specified in the applicable order forms or subscription plans. Except as otherwise specified herein or in an order form:

• • Fees are based on Services purchased and not on actual usage

• • Payment obligations are non-cancelable, and fees paid are non-refundable

• • Quantities purchased cannot be decreased during the relevant subscription term

6.2 Payment Terms

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 notifying us of any changes to such information.

6.3 Taxes

Unless otherwise stated, our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases under these Terms.

6.4 Subscription Renewal

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 the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

6.5 Suspension of Service

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.

7. Intellectual Property Rights

7.1 Ownership of Services

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 forth herein.

7.2 Feedback

If you provide us with any 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 such Feedback in connection with our products and services.

7.3 Usage Data

We may collect and analyze data relating to your use of the Services that is used in an aggregated and anonymized manner (“Usage Data”). We own all Usage Data and may use it for any lawful business purpose, including to improve our Services and develop new products and services.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; our Confidential Information includes the Services and the terms of these Terms.

8.2 Protection of Confidential Information

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:

• • Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms

• • Limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein

8.3 Exclusions

Confidential Information excludes information that:

• • Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party

• • Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party

• • Is received from a third party without breach of any obligation owed to the Disclosing Party

• • Was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information

8.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party 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.

9. Representations and Warranties

9.1 Mutual Representations and Warranties

Each party represents and warrants that:

• • It has the legal power and authority to enter into these Terms

• • These Terms constitute a valid and binding obligation of such party

• • It will comply with all applicable laws and regulations in performing its obligations under these Terms

9.2 Our Warranties

We warrant that:

• • We will provide the Services in a professional manner consistent with general industry standards

• • The Services will perform materially in accordance with the applicable documentation

• • We will not knowingly introduce malicious code into the Services

9.3 Disclaimer of Warranties

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 BUT NOT LIMITED TO 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.

10. Limitation of Liability

10.1 Limitation of Liability

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.

10.2 Exclusion of Consequential Damages

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.

10.3 Exceptions

The limitations in this Section will not apply to liability arising from:

• • Either party’s indemnification obligations

• • Your breach of the license restrictions or usage limitations

• • Your payment obligations

• • Either party’s breach of its confidentiality obligations

• • Your infringement of our intellectual property rights

11. Indemnification

11.1 Indemnification by Us

We will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services in accordance with these Terms infringes or misappropriates such third party’s intellectual property rights (an “Infringement Claim”), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of an Infringement Claim or for amounts paid by you under a court-approved settlement of an Infringement Claim, provided that you:

• • Promptly give us written notice of the Infringement Claim

• • Give us sole control of the defense and settlement of the Infringement Claim

• • Provide us with all reasonable assistance, at our expense

11.2 Indemnification by You

You will defend us against any claim, demand, suit, or proceeding made or 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 such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and you will indemnify us from any damages, attorney fees, and costs finally awarded against us as a result of a Claim Against Us or for amounts paid by us under a court-approved settlement of a Claim Against Us, provided that we:

• • Promptly give you written notice of the Claim Against Us

• • Give you sole control of the defense and settlement of the Claim Against Us

• • Provide you with all reasonable assistance, at your expense

12. Term and Termination

12.1 Term

These Terms will commence on the date you first accept them or access the Services, whichever is earlier, and will continue until all subscriptions hereunder have expired or have been terminated.

12.2 Subscription Term

The term of each subscription shall be as specified in the applicable order form. Except as 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 the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

12.3 Termination for Cause

Either party may terminate these Terms and any subscription for cause:

• • Upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period

• • Immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors

12.4 Effect of Termination

Upon termination or expiration of these Terms:

• • All rights and licenses granted to you under these Terms will immediately terminate

• • You will promptly return or destroy all Confidential Information in your possession or control

• • We may delete or disable your access to the Services and Your Data

• • Any amounts owed to us under these Terms will become immediately due and payable

12.5 Survival

The sections titled “Intellectual Property Rights,” “Confidentiality,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Effect of Termination,” “Survival,” and “General Provisions” will survive any termination or expiration of these Terms.

13. General Provisions

13.1 Governing Law

These Terms will be 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 will not apply.

13.2 Dispute Resolution

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 such courts in any such suit, action, or proceeding.

13.3 Notices

All notices under these Terms will be in writing and will be deemed to have been duly given:

• • When received, if personally delivered

• • When receipt is electronically confirmed, if transmitted by email

• • The day after it is sent, if sent for next day delivery by recognized overnight delivery service

• • Upon 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.

13.4 Entire Agreement

These Terms, together with any order forms and other documents incorporated herein by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof.

13.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be 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.

13.6 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.7 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

13.8 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.9 Severability

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 of these Terms will remain in effect.

13.10 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms which might be due in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of any nature beyond its reasonable control, including, without limitation, 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.

13.11 Export Compliance

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.

13.12 U.S. Government End Users

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/or documentation subject to the terms of these Terms.

13.13 Updates 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 any such update will constitute your acceptance of the updated Terms.

14. Contact Information

If you have any questions about these Terms, please contact us at:

Metawise Consulting LLC
Email: legal@365tune.com
Address: 5900 Balcones Drive #8939, Austin, Texas. 78731