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Terms of Service

Effective date: July 12, 2026

These Terms of Service are the agreement under which Metuka, Inc. provides its AI assistant to licensed mortgage professionals, and they work together with our Privacy Policy, SMS and Messaging Terms, Consent to Electronic Communications, and Licensing and Disclosures.

1. Acceptance of these Terms

These Terms of Service (these “Terms”) are a binding agreement between Metuka, Inc. (“Metuka”, “we”, “us”, or “our”) and the company or licensed professional that registers for, accesses, or uses the Metuka service (the “Customer”, “you”, or “your”). These Terms govern your use of our websites, applications, dashboards, AI assistant, messaging features, and related services (together, the “Service”).

You accept these Terms by clicking or checking a box indicating acceptance, by signing or electronically executing an order form or similar document that references them, by registering for an account, or by accessing the Service with account credentials. Recipient-facing surfaces of the Service, such as messages and chat, are governed by the SMS and Messaging Terms and the Consent to Electronic Communications, not by acceptance of these Terms. If you accept on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “Customer” means that entity. If you do not have that authority, or if you do not agree to these Terms, do not use the Service.

The Service is offered solely for business use by licensed mortgage brokers, mortgage bankers, loan officers, and their authorized personnel. You represent that you are acquiring and using the Service solely for business purposes and not for personal, family, or household purposes. Borrowers and other consumers are not parties to these Terms and acquire no rights under them.

Please note: Section 17 contains a binding individual arbitration provision and a class action and jury trial waiver. It affects how disputes between you and Metuka are resolved. You may opt out within 30 days as described in Section 17.

2. The Service, and What Metuka Is Not

What the Service does

Metuka is software. The Service provides an AI assistant, Metuka, that performs the administrative labor of a loan officer and loan processor at your direction: it ingests loan status information and documents (such as paystubs, W-2s, bank statements, and tax returns), reads and helps verify paperwork, tracks underwriting conditions, drafts and sends borrower and real estate agent communications by email and text message (including Loan Status Updates and the Arizona AAR LSU form), answers questions around the clock via chat, and helps coordinate the parties to a loan through closing.

Licensed acts are reserved to licensed humans

The Service is designed so that licensed mortgage activities are performed only by licensed human professionals. Pricing and locking rates, approving or denying an applicant, and issuing legal disclosures are hard stops in the product: the Service prepares work for a licensed person and waits. Underwriting decisions are made by the wholesale lender, not by Metuka and not by the Service. The Service is also designed to run every outbound borrower-facing or agent-facing message through an automated compliance check before sending. These features are designed controls that support your compliance program; they are not a substitute for your own review and supervision, and Section 4 describes your responsibilities.

Metuka is not a mortgage company

Metuka, Inc. is a technology provider. It is not a lender, mortgage broker, mortgage banker, or loan officer. It is not licensed under the SAFE Act and performs no licensed mortgage activities. Every licensed act on your loans is performed solely by your own licensed personnel, who are the responsible parties of record for those acts. Metuka’s own site-level disclosures appear on our Licensing and Disclosures page, which identifies the supervising loan officer for those disclosures (NMLS #1184022). Nothing on our websites or in the Service is a commitment to lend, a loan approval, or an offer to extend credit. All loans are subject to credit approval, underwriting, and program guidelines applied by licensed parties. You can verify licensing through NMLS Consumer Access. Equal Housing Opportunity.

Metuka is an AI, and says so

Metuka is openly disclosed as an AI assistant. It identifies itself as an AI and never pretends to be a human. You must not configure or use the Service in a way that misrepresents the assistant as a human being.

3. Accounts and Security

You must provide accurate, complete registration information and keep it current, including your legal name, business entity, contact details, and NMLS identifiers. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, including activity by the users you authorize. You must notify us promptly at support@metuka.ai if you suspect unauthorized access to or use of your account.

We maintain administrative, technical, and physical safeguards for the Service, including encryption of data in transit and at rest, field level encryption for Social Security numbers and account numbers, access controls, practices designed to keep personally identifiable information out of logs, and hosting on enterprise cloud infrastructure (AWS). No system is perfectly secure, and we do not promise that security measures will never be circumvented.

4. Customer Responsibilities and Warranties

You represent, warrant, and covenant that, at all times:

  • Licensure. You hold, and will maintain in good standing, every license, registration, and approval required for your mortgage activities (including NMLS registration for you and your loan originators), and you will use the Service only in jurisdictions where you are authorized to conduct those activities.
  • Supervision of AI output. You will supervise the Service the way you would supervise a human assistant. You will review AI-generated output before relying on it, and a licensed human will review and perform every licensed act, credit decision, disclosure, and commitment to a consumer. You are responsible for the content of every communication sent through the Service at your direction.
  • Consents and contact permissions. You will obtain, document, and maintain every consent required to contact your clients and other recipients through the Service, including prior express written consent for any marketing text messages, appropriate consent for informational messages, and consent to electronic delivery of records where required (see our Consent to Electronic Communications). You will honor revocations, will not upload or import contacts you do not have the right to contact, and will keep records sufficient to prove consent.
  • Monitoring and AI processing. You will provide all notices and obtain all consents required by law for the recording, monitoring, retention, and AI-assisted processing of communications with your clients and contacts through the Service, including under state wiretap and communications privacy laws.
  • Accurate and lawful data. You will provide accurate data, and you have all rights and permissions needed to provide Customer Data (defined in Section 9) to Metuka for processing as described in these Terms and the Privacy Policy, including the nonpublic personal information of your clients.
  • Compliance with law. You will comply with all laws applicable to your use of the Service and to your mortgage business, including the Equal Credit Opportunity Act, the Fair Housing Act, RESPA, TILA, the TCPA, CAN-SPAM, the Gramm-Leach-Bliley Act, the SAFE Act, state licensing and advertising rules, and prohibitions on unfair, deceptive, or abusive acts or practices. You will not use the Service to make credit decisions, to generate or support discriminatory treatment of any applicant, or to evade adverse action, fair lending, or record retention obligations.
  • Sender responsibility. As between you and Metuka, you are the sender of the communications the Service prepares and transmits to your clients and business partners at your direction, and you are responsible for those campaigns and messages.

5. AI Output, No Advice, No Fiduciary Relationship

The Service uses artificial intelligence. AI-generated output may be inaccurate, incomplete, outdated, or unsuitable for your purpose, even when it appears confident and polished. You must independently verify output before relying on it, and in particular before any licensed act, credit decision, disclosure, or statement to a consumer about rates, costs, terms, approval, or timing.

Assumption of responsibility for AI output. The Service does the work of an assistant; you remain the professional in charge. As between you and Metuka, you assume full responsibility and liability for the consequences of using, relying on, or transmitting AI-generated output, including output that proves to be inaccurate, incomplete, or otherwise mistaken, and for all resulting outcomes for your clients, business partners, and loan files. This allocation applies whether or not you performed the review that Section 4 requires, does not excuse those review obligations, and does not apply to the extent a loss is caused by Metuka’s gross negligence, fraud, or willful misconduct, in each case subject to Section 15.

Output from the Service is not legal, financial, tax, compliance, or other professional advice, and the Service’s automated compliance checks are engineering controls, not legal opinions. Metuka is not your attorney, accountant, compliance advisor, or agent, and no fiduciary, advisory, or professional-client relationship is created by these Terms or by your use of the Service. You are responsible for your own compliance program.

Metuka makes no promise about business results. Nothing in the Service assures loan volume, approval rates, closing outcomes, or any other result.

The Service is not designed or offered to make, or to be a substantial factor in making, credit or other consequential decisions, and you must not use it that way. As between the parties, you are the deployer of the Service in your business and are responsible for deployer obligations under applicable AI laws; we will provide documentation about the Service reasonably necessary for you to meet those obligations.

6. Communications and Messaging

The Service transmits email and text messages. Text messages may be delivered over SMS, RCS, and iMessage through third party carriers, device platform providers, and communications infrastructure providers. Delivery depends on those third parties and on recipient devices, networks, and settings. We do not warrant that any message will be delivered, delivered on time, or displayed as composed, and we are not responsible for carrier delivery failures.

The Service includes messaging compliance features that we operate on your behalf: features designed to capture consent, honor STOP and HELP keywords across every channel, enforce quiet hours that hold messages outside 8 a.m. to 9 p.m. in the recipient’s local time, and promptly honor revocations expressed in any reasonable manner. These features support, but do not replace, your obligations under Section 4. You remain the sender responsible for your messaging programs, your recipient lists, and the consents behind them, and Section 16 allocates responsibility for recipient claims. During the term and for the export window described in Section 13, we will maintain records of consents, opt-outs, and message logs captured through the Service and will make them available to you for compliance and dispute purposes.

Messaging through the Service is also governed by our SMS and Messaging Terms and, for electronic delivery of records, our Consent to Electronic Communications, each of which is incorporated into these Terms for those subjects. Those documents are written for message recipients; as between you and Metuka, these Terms control any conflict, and the incorporated documents govern only the recipient-facing subjects they address. We may send you service, security, and account messages at the contact information on your account.

7. Acceptable Use

You will not, and will not permit anyone to:

  • use the Service for any unlawful, deceptive, or discriminatory purpose, or in any way that violates fair lending, telemarketing, privacy, or advertising law;
  • circumvent, disable, or interfere with the compliance gate, human approval steps, consent records, opt-out suppression, quiet hours, or any other safety or compliance control in the Service;
  • send messages to recipients without the consent required by law, or continue messaging a recipient who has opted out;
  • present the AI assistant as a human, or remove or obscure its disclosure as an AI;
  • reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, models, prompts, or non-public methods, except to the extent a law prohibits that restriction;
  • scrape, crawl, or harvest data from the Service, or access it with automated means outside the interfaces we provide;
  • probe, scan, or test the vulnerability of the Service without our written permission, or introduce malicious code;
  • resell, sublicense, or provide the Service to third parties as a service bureau, or use it to build a competing product; or
  • use the Service on behalf of any business other than the Customer identified on the account without our written agreement.

We may investigate suspected violations and may suspend or limit the Service as described in Section 13 to address them.

8. Fees and Payment

You will pay the fees stated in your order form or, if there is no order form, the fees posted for your plan when you subscribe. Unless your order form says otherwise, fees are billed in advance for each billing period, are payable in U.S. dollars, and are non-refundable except as expressly stated in these Terms. We may charge the payment method on file for recurring fees.

Fees are exclusive of taxes. You are responsible for all sales, use, and similar taxes on your purchase, excluding taxes on our income. If you are required to withhold any tax, you will gross up your payment so that we receive the full fee.

We may change fees with at least 30 days’ notice. Fee changes take effect at the start of your next billing period or renewal term after the notice period, whichever is later. If you do not agree to a fee change, you may cancel before it takes effect. Amounts more than 30 days overdue may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may suspend the Service for non-payment after notice.

9. Intellectual Property and Customer Data

Our property

Metuka and its licensors own the Service, including all software, interfaces, designs, workflows, documentation, and trademarks, and all related intellectual property rights. We grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term, for your internal business purposes, in accordance with these Terms. No other rights are granted, and we reserve all rights not expressly granted.

Your data

“Customer Data” means the data, documents, contacts, and content that you or your clients submit to the Service, including loan files and the nonpublic personal information of your clients. As between you and Metuka, you own Customer Data. You grant Metuka a limited, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service for you, to comply with law, and as described in our Privacy Policy consistent with these purpose limitations. Output the Service generates for you from Customer Data is yours to use in your business.

No training on consumer data

Metuka does not train or fine tune foundation models, and Metuka does not use consumers’ nonpublic personal information to train AI models. We may use de-identified and aggregated usage data that does not identify you or any consumer to operate, secure, and improve the Service, subject to the de-identification commitments in Section 11.

Feedback

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. Feedback never includes Customer Data.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Data, product roadmaps, security information, and pricing. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, advisors, and contractors who need it and are bound by obligations at least as protective.

Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser’s information, or is rightfully received from a third party without duty of confidentiality. A party may disclose Confidential Information when legally compelled, after giving notice to the other party where lawful and reasonably practicable. These obligations continue for three years after termination and, for Customer Data that is nonpublic personal information and for trade secrets, for as long as the information is held or remains a trade secret.

11. Privacy and Consumer Data

Our Privacy Policy describes how we collect, use, and protect personal information, and it is incorporated into these Terms.

Borrowers, real estate agents, and other consumers whose information moves through the Service are your clients and contacts, not Metuka’s. You are a financial institution under the Gramm-Leach-Bliley Act, and Metuka processes your clients’ nonpublic personal information as your service provider: solely to provide the Service to you, under the safeguards described in Section 3 and the Privacy Policy, and never for sale. We maintain a written information security program with administrative, technical, and physical safeguards appropriate to the nonpublic personal information we process, designed to satisfy a service provider’s obligations under the GLBA Safeguards Rule, and we use and disclose nonpublic personal information only as permitted under GLBA’s reuse and redisclosure limitations. We will notify you of any security incident affecting your clients’ nonpublic personal information in our possession without undue delay, and in any event no later than 72 hours after we confirm the incident, and on termination we will make Customer Data available for export as described in Section 13. You remain responsible for your own privacy notices and GLBA obligations to your clients.

Service provider commitments

Where state privacy laws such as the California Consumer Privacy Act apply to personal information we process for you, we act as your service provider or processor, and we will:

  • not sell or share personal information we process for you, and not retain, use, or disclose it for any purpose other than the business purposes described in these Terms and the Privacy Policy;
  • not combine personal information we process for you with personal information we process for other customers, except as permitted by law for security purposes or to produce de-identified analytics;
  • notify you if we determine that we can no longer meet our obligations under applicable privacy law;
  • reasonably cooperate with consumer rights requests that you route to us for personal information we process for you; and
  • maintain de-identified data without attempting to re-identify it, and contractually require the same of anyone we share it with.

12. Third Party Services

The Service depends on third party providers, including cloud infrastructure and AI model hosting providers, telecommunications carriers, device platform providers, and communications infrastructure providers, and it may exchange information with wholesale lenders and other systems at your direction. Third party services are governed by their own terms, and we are not responsible for their acts, omissions, or availability. If a third party provider changes or discontinues a capability we rely on, we may modify or discontinue the affected feature and will use reasonable efforts to provide a substantially similar alternative where practicable.

13. Term, Suspension, and Termination

These Terms apply from the date you accept them and continue while you use the Service or have an active subscription. Subscription terms and renewals are as stated in your order form or plan; month-to-month plans renew until cancelled effective at the end of the current billing period. Where applicable law requires notice before an automatic renewal of a committed term, we will send that notice to the account email within the statutory window, and renewal is subject to those laws.

Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice. We may suspend or limit the Service immediately, with notice to you, if we reasonably believe that your use presents a security risk, a legal or regulatory compliance risk (including messaging without required consent), harm to the Service or to recipients of your messages, or if your account is more than 30 days past due after notice. We will limit any suspension to what is reasonably necessary and will restore the Service promptly once the issue is resolved.

On termination or expiration, your right to use the Service ends and unpaid fees for the remainder of any committed term become due, except that if you terminate these Terms for Metuka’s uncured material breach, you will not owe fees for the unused remainder of the committed term and we will refund prepaid fees for the period after the termination date. For 30 days after termination, we will make Customer Data available to you for export in a commonly used format on request. After that window we will delete or de-identify Customer Data in our possession, except as we are required or permitted to retain it by law or by our data retention obligations, as described in the Privacy Policy. Sections 5, 8 (as to accrued amounts), 9 (as to ownership, the license needed for post-termination export and retention, and feedback), 10, 11, the post-termination provisions of this Section 13, and Sections 14, 15, 16, 17, 18, and 20 survive termination.

14. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL AI-GENERATED OUTPUT, IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, METUKA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. METUKA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT ANY MESSAGE WILL BE DELIVERED, OR THAT USE OF THE SERVICE WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATION OF CUSTOMER. NOTHING IN THIS SECTION NEGATES THE DESCRIPTIONS OF THE MESSAGING COMPLIANCE FEATURES IN SECTION 6, THE SECURITY AND PRIVACY COMMITMENTS IN SECTIONS 3, 9, AND 11, OR ANY OTHER EXPRESS COMMITMENT STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED TO METUKA FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY (THE “GENERAL CAP”).

FOR CLAIMS ARISING FROM METUKA’S BREACH OF SECTION 10 (CONFIDENTIALITY) OR SECTION 11 (PRIVACY AND CONSUMER DATA), OR FROM A SECURITY INCIDENT CAUSED BY METUKA, METUKA’S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THREE TIMES THE GENERAL CAP, AND THAT ENHANCED CAP APPLIES TO THOSE CLAIMS IN PLACE OF THE GENERAL CAP.

THE EXCLUSIONS AND CAPS ABOVE DO NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16; (B) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; (C) CUSTOMER’S PAYMENT OBLIGATIONS; OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT METUKA’S PRICING DEPENDS ON IT.

16. Indemnification

By Customer

You will defend, indemnify, and hold harmless Metuka and its officers, directors, employees, and agents from and against any third party claim, action, or proceeding, and all resulting damages, penalties, settlements, and reasonable attorneys’ fees, arising out of or relating to: (a) your messaging programs, contact lists, and recipients, and any failure to obtain, document, or honor a consent or revocation, including claims under the TCPA, state telemarketing laws, and state wiretap and communications privacy laws based on messages sent through the Service or on the recording, monitoring, or AI-assisted processing of communications with your clients and contacts, except to the extent a claim is caused solely by Metuka’s willful failure to operate the opt-out suppression features described in Section 6; (b) your loan decisions, licensed acts, credit determinations, disclosures, and other mortgage activities; (c) Customer Data, including claims that it was collected or provided unlawfully; (d) your violation of law or breach of these Terms; and (e) your use of, reliance on, or transmission of AI-generated output, including output that contains errors or inaccuracies, except to the extent a claim is caused by Metuka’s breach of these Terms, gross negligence, fraud, or willful misconduct.

By Metuka

Metuka will defend, indemnify, and hold you harmless from and against any third party claim that the Service, as provided by Metuka and used in accordance with these Terms, infringes that third party’s United States patent, copyright, or trademark, or misappropriates its trade secret, and will pay resulting damages, settlements, and reasonable attorneys’ fees. This obligation does not apply to claims arising from Customer Data, from combination of the Service with items not provided by Metuka, from modifications not made by Metuka, or from use in violation of these Terms. If the Service is, or in our view is likely to become, the subject of such a claim, we may procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected Service and refund prepaid, unused fees. This section states Metuka’s entire liability, and your exclusive remedy, for infringement claims.

Procedure

The indemnified party must give the indemnifying party prompt written notice of the claim, control of the defense and settlement (provided any settlement fully releases the indemnified party and requires no admission or payment by it), and reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense, and may assume the defense at the indemnifying party’s expense if the indemnifying party fails to diligently defend the claim or is financially incapable of defending it. No settlement that affects the indemnified party’s platform, products, or ongoing obligations may be entered without the indemnified party’s consent.

17. Dispute Resolution and Arbitration

Informal resolution first

Before filing any claim, the party with the dispute must send the other a written notice describing it (to Metuka at legal@metuka.ai; to Customer at the account email), and the parties will try in good faith to resolve it within 30 days. Any applicable statute of limitations is tolled while this informal resolution process is pending.

Binding individual arbitration

Except as stated below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs this section. The seat of arbitration is Maricopa County, Arizona; hearings may be conducted by videoconference where the rules allow. The arbitrator may award the same individual relief a court could, and judgment on the award may be entered in any court with jurisdiction. The arbitrator decides issues of arbitrability, including the scope and enforceability of this arbitration provision, except that a court decides the enforceability of the class action waiver. If the AAA is unavailable or declines to administer a dispute, the parties will select another administrator, and if they cannot agree, a court will appoint one under the Federal Arbitration Act.

Class action and jury trial waiver

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING. CLAIMS MAY BE BROUGHT ONLY IN THE PARTIES’ INDIVIDUAL CAPACITIES, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING.

Exceptions

Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, without first arbitrating.

Opt-out

You may opt out of this arbitration provision by emailing legal@metuka.ai within 30 days of first accepting these Terms, stating your legal name, account email, and that you opt out of arbitration. If you opt out, the class action waiver and the jury trial waiver in this Section still apply to the extent permitted by the law of the forum, and opting out does not affect any other part of these Terms.

Mass arbitration

If 25 or more arbitration demands with material similarities are filed against either party by the same or coordinated counsel, the demands will be administered under the AAA’s Mass Arbitration Supplementary Rules as written. Applicable statutes of limitation are tolled for each demand from the date it is filed until it is resolved. If demands remain unresolved after ten bellwether arbitrations have been decided and the parties have completed one mediation of the remaining demands, either party may elect by written notice that each remaining demand proceed in the courts identified in Section 18 or in individual arbitration, at the option of the party asserting that demand.

Severability of this section

If any part of this Section 17 other than the class action waiver is found unenforceable, the rest remains in effect. If the class action waiver is found unenforceable as to a particular claim, that claim, and only that claim, must proceed in court under Section 18, and the remainder of the parties’ claims stay in arbitration.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Arizona, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs Section 17. For any claim not subject to arbitration, the state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

19. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give you at least 30 days’ notice by email or through the Service before the change takes effect, and we will update the effective date above. If you object to a change, you may terminate your subscription before the change takes effect; your continued use of the Service after the effective date constitutes acceptance. Changes do not apply retroactively to a dispute that arose before the change took effect.

20. General

  • Assignment. You may not assign these Terms without our prior written consent, which we will not unreasonably withhold. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you. Any other attempted assignment is void.
  • Entire agreement. These Terms, together with your order form and the policies they incorporate (including the Privacy Policy, the SMS and Messaging Terms, and the Consent to Electronic Communications), are the entire agreement between the parties about the Service and supersede all prior agreements on that subject. If an order form conflicts with these Terms, the order form controls for that conflict.
  • Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force, subject to the class action waiver backstop in Section 17.
  • No waiver. A party’s failure to enforce a provision is not a waiver of its right to enforce it later. Waivers must be in writing.
  • Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, utility or network failures, and failures of third party carriers or infrastructure providers.
  • Notices. Legal notices to Metuka must be sent to legal@metuka.ai. We may give you notice by email to the address on your account or through the Service, and notice to you is effective upon delivery, or one business day after sending if delivery is not confirmed.
  • Export compliance. You will comply with applicable U.S. export control and sanctions laws, and you represent that you are not located in an embargoed country or on any restricted party list.
  • No third party beneficiaries. These Terms create no rights in any third party, including borrowers, real estate agents, and other clients or contacts of Customer.
  • Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

21. Contact

Questions about these Terms: legal@metuka.ai. Support: support@metuka.ai. Privacy and rights requests: privacy@metuka.ai or through your account dashboard. Metuka, Inc. Equal Housing Opportunity.