Terms & Conditions
Last updated: April 2025
1. Agreement and accounts
These Terms & Conditions ("Terms") are a binding agreement between Metquay Inc., a Delaware corporation based in Bellevue, Washington ("Metquay"), and the organization that accepts them ("Customer" or "you"). They govern use of metquay.ai, the metquay.ai calibration management platform, its customer portal, APIs, mobile and offline apps, and related services (the "Services").
If you accept on behalf of an organization, you confirm you have authority to bind it. If Customer has signed an order form, master subscription agreement or DPA with Metquay, that signed document controls where it conflicts with these Terms.
Key definitions
Customer Content: data, files and records that Customer or its Users submit to the Services, including asset, calibration, uncertainty, procedure and certificate data.
Order Form: a quote, order or online checkout that Metquay accepts, listing the plan, seats, add-ons, term and fees.
User: an employee or contractor Customer authorizes to use the Services. Customer's own clients who view records through the customer portal are "Portal Users".
Accounts. Customer must provide accurate information, keep credentials confidential, and make sure each User has their own login; seats may not be shared. Customer is responsible for all activity under its accounts and must tell us promptly at consulting@metquay.com of any unauthorized access. The Services are for business use by people 18 or older.
2. Subscriptions, fees and payment
Subscriptions. Services are sold as subscriptions for the seats, modules and add-ons on the Order Form. Unless the Order Form says otherwise, subscriptions renew automatically for successive terms equal to the initial term unless either party gives written notice of non-renewal at least [30] days before the term ends.
Fees. Customer pays the fees on the Order Form. Seats added mid-term are prorated to the end of the term. Fees are non-cancellable and non-refundable except as these Terms expressly provide.
Price changes. Metquay may change renewal pricing with at least 60 days' written notice before renewal. Prices locked in an Order Form apply for the stated period.
Payment. Invoices are due within 30 days of the invoice date, in U.S. dollars unless stated otherwise. Card and online payments are charged in advance. Overdue amounts may bear interest at 1.5% per month or the maximum lawful rate, if lower.
Suspension for non-payment. If an undisputed invoice is more than 30 days overdue, Metquay may suspend the Services after giving 10 days' written notice. Customer Content is not deleted during suspension.
Taxes. Fees exclude taxes. Customer pays all sales, use, VAT, GST and withholding taxes other than taxes on Metquay's income.
Professional services. Implementation, data migration, worksheet conversion, training and custom development are billed as stated in the Order Form or statement of work.
Trials and free features. Trials and beta features are provided "as is" for evaluation, may be changed or ended at any time, and carry no service-level commitment. Data in a trial account may be deleted 30 days after the trial ends unless Customer subscribes.
3. Customer Content, acceptable use and AI features
Ownership of Customer Content. Customer owns its Customer Content. Customer grants Metquay a limited licence to host, process, transmit and display it only to provide, secure and support the Services, and as described in our Privacy Policy and any DPA. Metquay may use aggregated, de-identified usage data that does not identify Customer or any person to operate and improve the Services.
Data export. Customer may export its Customer Content at any time during the term and for 30 days after it ends, in standard formats (such as CSV, Excel, PDF or JSON).
Acceptable use. Customer and its Users must not:
break any law, or upload content that infringes others' rights or contains malware;
try to access accounts or data that are not theirs, or probe, scan or test the Services' security without written permission;
reverse-engineer, copy, resell, sublicence or build a competing product from the Services;
interfere with the Services' performance, including by excessive automated requests beyond documented API limits;
upload export-controlled technical data (such as ITAR-controlled data) unless Customer is on a plan and hosting region approved in writing for it.
AI-assisted features. Some features use artificial intelligence to suggest worksheets, procedures, uncertainty calculations, data extraction or other output ("AI Output"). AI Output may be inaccurate or incomplete. Customer is responsible for reviewing and validating AI Output before relying on it, including before issuing any calibration certificate. As between the parties, Customer owns AI Output generated from its Customer Content. Metquay does not use Customer Content to train general-purpose AI models.
Customer's compliance responsibility. metquay.ai provides tools that support ISO/IEC 17025, FDA 21 CFR Part 11, GAMP 5 and similar requirements, such as audit trails, electronic signatures and access controls. Customer remains solely responsible for its own accreditation, validation of the Services in its environment, measurement results, uncertainty statements, traceability and the certificates it issues.
4. Intellectual property, confidentiality and service levels
Metquay's IP. Metquay and its licensors own the Services, software, worksheet engine, templates, documentation and all improvements to them. Customer receives a non-exclusive, non-transferable right to use the Services during the term for its internal business purposes. Feedback Customer gives may be used by Metquay freely, without obligation.
Confidentiality. Each party will protect the other's non-public business, technical and pricing information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need to know and are bound by similar duties. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party. Disclosure required by law is allowed with prompt notice where lawful.
Availability. Metquay targets 99.5% monthly availability for the production platform, excluding scheduled maintenance announced at least 48 hours ahead and events outside its reasonable control. Service credits, if any, are set out in the Order Form or Service Level Agreement and are Customer's sole remedy for unavailability.
Support. Standard support is available by email and the help portal during business hours, Pacific Time, Monday–Friday. Premium support packages are available as listed in the Order Form.
Changes to the Services. Metquay may update the Services over time. It will not materially reduce the core functionality of a paid subscription during the current term.
5. Warranties, liability and indemnity
Limited warranty. Metquay warrants that the paid Services will perform materially as described in its documentation and that it will not materially reduce their security during the term. If they do not, Customer's remedy is for Metquay to fix the problem or, if it cannot within a reasonable time, for Customer to terminate the affected subscription and receive a refund of prepaid fees for the remaining term.
Disclaimer. EXCEPT AS STATED ABOVE, THE SERVICES AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". METQUAY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT CALCULATIONS, CERTIFICATES OR AI OUTPUT WILL BE ACCURATE.
Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to Customer's payment obligations, a party's indemnity obligations, or liability for gross negligence, wilful misconduct or breach of confidentiality.
Indemnity by Metquay. Metquay will defend Customer against third-party claims that the Services infringe a U.S. patent, copyright or trademark or misappropriate a trade secret, and pay resulting damages finally awarded or agreed in settlement. This does not cover claims caused by Customer Content, combinations with items Metquay did not supply, or modifications Metquay did not make. If a claim arises, Metquay may modify the Services, obtain a licence, or end the subscription and refund unused prepaid fees.
Indemnity by Customer. Customer will defend Metquay against third-party claims arising from Customer Content, from Customer's breach of the acceptable-use rules, or from certificates and measurement results Customer issues to its own clients.
Procedure. The indemnified party must give prompt notice, let the indemnifying party control the defence and settlement, and give reasonable help at the indemnifying party's cost.
6. Term, termination and general terms
Term and termination. These Terms apply while Customer has an active subscription or uses the Services. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. Metquay may suspend access immediately where needed to stop a security threat or serious acceptable-use breach, and will restore it once resolved.
Effect of termination. Access ends, unpaid fees become due, and Customer may export its data for 30 days, after which Metquay deletes it as described in the Privacy Policy. If Customer terminates for Metquay's breach, Metquay refunds prepaid fees for the remaining term. Sections on fees owed, Customer Content, IP, confidentiality, disclaimers, liability, indemnity and general terms survive.
Governing law and disputes. These Terms are governed by the laws of the State of Washington, USA, without regard to conflict-of-laws rules. The parties submit to the binding arbitration under AAA/ICC rules for all customers. The UN Convention on Contracts for the International Sale of Goods does not apply.
General.
Export and sanctions: each party will comply with U.S. and other applicable export-control and sanctions laws.
Government users: the Services are commercial computer software provided with the rights in these Terms.
Assignment: neither party may assign these Terms without consent, except to a successor in a merger, acquisition or sale of substantially all its assets.
Force majeure: neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
Publicity: Metquay may name Customer as a customer and show its logo unless Customer opts out in writing.
Notices: legal notices must be in writing to the addresses on the Order Form, or to Metquay at consulting@metquay.com
Changes to these Terms: Metquay may update these Terms with at least 30 days' notice; changes apply from the next renewal unless Customer agrees earlier.
Entire agreement: these Terms, the Order Form, the Privacy Policy and any DPA are the whole agreement. If a provision is unenforceable, the rest stays in effect. A failure to enforce is not a waiver.
7. Contact
Metquay Inc. 2018 156th Ave NE Suite 237, Bellevue, WA 98007 | consulting@metquay.com