Terms of Service

These Terms of Service (the “Terms”) are entered into between Attayn Group LLC, a New York limited liability company, doing business as Metaphasic (“Metaphasic”, “we”, “us”), and the individual or entity agreeing to them (“you” or “Customer”).

By creating an account, accessing the Service, or sending a request to our API, you agree to these Terms. If you are agreeing on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation.

If you do not agree to these Terms, do not use the Service.

• Service — the Metaphasic traffic verification platform, including our API, dashboard, integrations, and documentation.
• Request — a single call to the Service asking for a Verdict on a click, visit, lead, or other event.
• Verdict — our assessment of whether a given Request reflects genuine human activity, together with the supporting signals we return.
• Customer Data — data you submit to the Service, or that is collected through your integration of the Service, including data relating to visitors to your properties.
• Evidence — the signals, classifications, and timestamps returned alongside a Verdict.

The Service evaluates Requests in real time and returns a Verdict with supporting Evidence. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Term.

We may modify, improve, or discontinue features of the Service. Where a change materially reduces core functionality you rely on, we will give reasonable advance notice.

We do not guarantee uninterrupted availability. Scheduled maintenance, third-party network conditions, and factors outside our reasonable control may affect availability.

You are responsible for the accuracy of your account information, for all activity under your account, and for safeguarding your API credentials. Notify us promptly at hello@metaphasic.io if you believe your credentials have been compromised.

You must be at least 18 years old and legally capable of entering into a contract. The Service is offered for business use and is not intended for personal or household purposes.

Self-serve access is charged at $0.10 per thousand requests scored (CPM). Enterprise arrangements are governed by a separate order form or agreement, which controls over these Terms to the extent of any conflict.

• Usage is metered by Request. Our records of Request volume are the basis for billing, absent manifest error.
• Fees are billed in arrears on a recurring cycle and are payable in United States dollars.
• Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on our net income.
• Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service after reasonable notice.
• Except where required by law, fees are non-refundable. We may change pricing on 30 days’ notice, effective at your next billing cycle.

You will not, and will not permit anyone else to:

• use the Service to violate any law, or in connection with traffic you know or reasonably should know was obtained unlawfully;
• reverse engineer, decompile, or attempt to derive the methods, models, or signal logic underlying the Service, or use the Service to build a competing product;
• resell, sublicense, or provide the Service to third parties except as expressly permitted in writing;
• submit Requests through automated means designed to probe, benchmark, or map our classification behaviour;
• interfere with the integrity or performance of the Service, or attempt to gain unauthorised access to it;
• use Evidence to harass, defame, or unlawfully discriminate against any individual.

We may suspend access immediately where we reasonably believe continued use presents a security risk, a legal risk, or a risk to the integrity of the Service.

As between you and us, you retain all rights in Customer Data. You grant us a worldwide, non-exclusive licence to process Customer Data solely to provide, secure, support, and improve the Service.

You represent and warrant that:

• you have all rights, consents, and lawful bases necessary for the collection and processing of Customer Data through the Service;
• you provide any notices required by applicable privacy law to individuals whose data is processed through your integration;
• your use of Verdicts and Evidence complies with applicable law, including laws governing automated decision-making where relevant.

Where we process personal data on your behalf, we act as a processor (or service provider) and you act as the controller (or business). Our Privacy Policy describes this in more detail. A data processing addendum is available on request and, where executed, governs that processing.

We may generate and use aggregated, de-identified data derived from use of the Service — including threat and abuse patterns — to operate and improve it. Such data will not identify you, your customers, or any individual.

A Verdict is our assessment based on the signals available at the time of the Request. It is informational. You are solely responsible for the decisions you make on the basis of a Verdict — including whether to block traffic, withhold payment, terminate a partner, or reject a lead — and for the consequences of those decisions.

We do not represent that the Service identifies every instance of invalid or fraudulent activity, or that every Verdict will be correct. Fraud techniques change continuously and adversarially. No verification system, ours included, is infallible.

Evidence is provided to help you understand and substantiate a Verdict. We make no representation that Evidence will be admissible, sufficient, or persuasive in any dispute, arbitration, audit, or legal proceeding.

The Service, and all software, models, documentation, trade marks, and other materials we provide, are owned by us or our licensors and are protected by intellectual property law. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use such information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by similar obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where legally compelled, having given reasonable notice where lawful.

Our non-public technical information — including the composition, weighting, and behaviour of the signals underlying Verdicts, and the identity and configuration of our technology suppliers — is our confidential information.

These Terms begin when you first accept them and continue until terminated. You may terminate at any time by closing your account and ceasing use. We may terminate for convenience on 30 days’ notice, or immediately for material breach that remains uncured 10 days after notice.

On termination, your right to access the Service ends and any accrued fees become due. Sections 7 through 18 survive termination.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply to the fullest extent permitted, and nothing in these Terms limits rights that cannot lawfully be limited.

These limits do not apply to your payment obligations, to either party’s indemnification obligations, or to liability that cannot be limited under applicable law — including, in some jurisdictions, liability for death or personal injury caused by negligence, or for fraud.

The parties agree these limitations are a reasonable allocation of risk and form an essential basis of the bargain between them.

You will defend and indemnify us against third-party claims, and resulting losses and reasonable legal fees, arising from your Customer Data, your use of the Service in breach of these Terms or applicable law, or decisions you take on the basis of a Verdict.

We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes that party’s intellectual property rights, and resulting losses and reasonable legal fees.

The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement imposing an obligation on the indemnified party may be made without its consent.

15.1 Informal resolution first

Before starting an arbitration, you agree to try to resolve the dispute informally by sending a written description of it to legal@metaphasic.io. We will do the same. If the dispute is not resolved within 60 days of that notice, either party may begin arbitration. This step is a condition precedent to filing.

15.2 Agreement to arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including its formation, interpretation, breach, termination, validity, or enforceability — will be resolved by binding individual arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, rather than in court.

The arbitration will be seated in Rockland County, New York, before a single arbitrator. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this arbitration agreement, except as stated in section 15.4. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class action and jury trial waiver

If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction, and all other claims will proceed in arbitration.

15.4 Exceptions

Notwithstanding the above, either party may:

• bring an individual claim in small claims court, if it qualifies; and
• seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or confidential information.

15.5 Your right to opt out

15.6 Costs and severability

Payment of filing, administration, and arbitrator fees is governed by the JAMS rules, including any provisions allocating consumer or small-claimant costs. Each party otherwise bears its own legal fees unless the arbitrator awards them under applicable law.

Except as stated in section 15.3, if any part of this section 15 is found unenforceable, that part is severed and the remainder continues in force. This section survives termination of these Terms.

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles, and by the Federal Arbitration Act with respect to section 15. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Where a dispute is not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Rockland County, New York. Nothing here deprives a consumer of the protection of mandatory laws of their country of residence.

We may update these Terms. If a change is material, we will give at least 30 days’ notice by email or in the Service before it takes effect. Continued use after the effective date constitutes acceptance.

A change to section 15 will not apply to any dispute for which notice was given before the change took effect.

• Entire agreement. These Terms, plus any order form and data processing addendum, are the entire agreement between the parties on this subject.
• Assignment. You may not assign these Terms without our written consent, except to a successor of substantially all of your business. We may assign on notice.
• Severability. If a provision is unenforceable, it is modified to the minimum extent necessary, and the remainder stays in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Independent contractors. No partnership, joint venture, agency, or employment relationship is created.
• Notices. We may give notice by email to your account address or in the Service. You may reach us at legal@metaphasic.io.