Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of HTJ2K MetaWave codec software and related services ("Services") provided by HTJ2K MetaWave Inc. ("Company," "we," "us," or "our"). By purchasing, downloading, or using our Services, you agree to be bound by these Terms.

2. License Grant

2.1 Proprietary Software

HTJ2K MetaWave is proprietary, closed-source software. We grant you a limited, non-exclusive, non-transferable, revocable license to use the software subject to these Terms and your subscription plan.

2.2 Permitted Uses

• Install and use the codec on devices owned or controlled by your organization
• Integrate the codec into your commercial products (subject to license tier)
• Create derivative works that incorporate our codec as a component

2.3 Prohibited Uses

• Reverse engineer, decompile, or disassemble the software
• Remove, alter, or obscure any copyright or trademark notices
• Rent, lease, lend, sell, or sublicense the software
• Use the software to create competing codec products
• Share license keys with unauthorized parties
• Exceed the usage limits of your subscription tier (images/month, revenue caps)

2.4 Apple Silicon Exclusive

The software is exclusively designed for Apple Silicon processors (M1/M2/M3/M4/M5 series). Use on other platforms is not supported and may violate license terms.

3. Subscription and Payment

3.1 Pricing

Current pricing is available at htmeta.dev/pricing. We reserve the right to modify prices with 30 days' notice.

3.2 Payment Terms

• Annual subscriptions are billed in advance
• Payment is due within 30 days of invoice date (net-30)
• Late payments incur 1.5% monthly interest
• Non-payment may result in license suspension

3.3 Refund Policy

• 14-Day Trial: No refund (free trial)
• Annual Licenses: Pro-rated refund within 30 days if unused
• Enterprise: Refund terms specified in contract

3.4 Auto-Renewal

Subscriptions automatically renew unless you notify us 30 days before expiration. Enterprise customers are subject to contract terms.

4. Trial Licenses

4.1 14-Day Trial Terms

• Available only to qualified medical imaging or VR/AR companies
• Output images contain watermarks
• Full feature access for evaluation purposes only
• Cannot be used in production environments
• Limited to one trial per organization

4.2 Watermark Removal

Removing watermarks from trial-generated content is strictly prohibited and constitutes license violation.

5. Revenue and Usage Caps

5.1 License Tiers

• Medical Starter: Up to $2M annual revenue using our codec
• Professional: Up to $10M annual revenue
• Enterprise: Unlimited revenue

5.2 Exceeding Limits

If your revenue exceeds your tier's cap, you must upgrade within 30 days. Failure to do so constitutes breach of contract and may result in immediate license termination.

6. Intellectual Property

6.1 Our IP

We retain all rights, title, and interest in:

• HTJ2K MetaWave software code, algorithms, and binaries
• Trademarks: "HTJ2K MetaWave" and logo
• Documentation, benchmarks, and marketing materials
• Patents (pending) on Metal optimization techniques

6.2 Your IP

You retain all rights to:

• Your source images and data
• Output images generated by our codec
• Your products that incorporate our codec

6.3 Feedback

If you provide feedback, suggestions, or bug reports, we may use them without compensation or attribution.

7. Warranty and Disclaimer

7.1 Limited Warranty

We warrant that the software will perform substantially as described in our documentation for 90 days from purchase. Our sole remedy is to fix bugs or refund your payment.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Medical Use Disclaimer

IMPORTANT: While we provide FDA 510(k) documentation support, you are solely responsible for obtaining FDA clearance/approval for your medical device. We make no warranties regarding regulatory compliance, diagnostic accuracy, or clinical outcomes.

8. Limitation of Liability

8.1 Damages Cap

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM.

8.2 Excluded Damages

WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING:

• Lost profits or revenue
• Data loss or corruption
• Business interruption
• Medical malpractice claims
• Regulatory fines or penalties

8.3 Medical Context

We are NOT liable for misdiagnosis, patient harm, or medical errors arising from use of images processed by our codec.

9. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your use of the software in violation of these Terms
• Your products incorporating our codec
• Medical malpractice or patient harm claims
• FDA regulatory actions against your device
• Infringement of third-party IP rights by your use

10. Data and Privacy

10.1 No Data Collection

Our codec does not collect, transmit, or store your images or patient data. All processing occurs locally on your device.

10.2 Telemetry (Optional)

You may opt-in to send anonymous performance metrics (FPS, resolution, chip type). No image data is transmitted.

10.3 Privacy Policy

Account and billing data is subject to our Privacy Policy.

11. Export Control

Our software is subject to U.S. export control laws. You agree to comply with:

• Export Administration Regulations (EAR)
• International Traffic in Arms Regulations (ITAR) if applicable
• Not export to embargoed countries (Cuba, Iran, North Korea, Syria, Russia)
• Not provide access to denied persons or entities

12. Termination

12.1 Termination by You

Cancel anytime by emailing support@htmeta.dev. No refund for remaining subscription period (except Enterprise contracts).

12.2 Termination by Us

We may terminate immediately if you:

• Violate these Terms (especially reverse engineering)
• Fail to pay invoices within 60 days
• Exceed revenue caps without upgrading
• Engage in fraudulent activity

12.3 Effect of Termination

Upon termination:

• Your license immediately expires
• You must cease all use and delete the software
• Output images generated before termination remain yours
• We may audit your compliance for 30 days

13. Updates and Support

13.1 Software Updates

Active subscribers receive:

• Quarterly feature updates
• Security patches (immediate)
• New Apple Silicon chip optimizations
• Bug fixes

13.2 Support

• Medical Starter: Email support, 48-hour response
• Professional: Priority support, 24-hour response, Slack channel
• Enterprise: 24/7 support, SLA guarantees

14. Governing Law

These Terms are governed by the laws of the State of California, USA, without regard to conflict of law principles. Exclusive jurisdiction: San Francisco County Superior Court or U.S. District Court, Northern District of California.

15. Dispute Resolution

15.1 Arbitration

Disputes shall be resolved by binding arbitration under JAMS rules (except Enterprise customers with negotiated terms).

15.2 Class Action Waiver

You waive the right to participate in class actions. Disputes must be brought individually.

16. Miscellaneous

16.1 Entire Agreement

These Terms, plus any signed Enterprise Agreement, constitute the entire agreement.

16.2 Amendments

We may update these Terms with 30 days' email notice. Continued use constitutes acceptance.

16.3 Severability

If any provision is invalid, the rest remains enforceable.

16.4 Force Majeure

We are not liable for delays due to circumstances beyond our control (natural disasters, pandemics, war, etc.).

17. Contact