Terms of Use

These Terms of Use (“Terms”) govern access and use of the Service.  Please read the following Terms carefully before using, accepting and/or registering for the Service.  By accessing the Service and/or registering as a User (as defined below), you accept these Terms, and acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity, have read, understood and agreed to comply to the following terms and conditions.

Please also take a moment to read our Privacy Policy, which forms part of these Terms.

If you have any questions or concerns, feel free to email us at contact@metroretro.io.  If you do not accept these Terms, do not access or use the Service.

Metro Retro is a trading name of Deqo Software Limited, a company incorporated in England with registered number 11594409 whose registered office is at 35 Mill Crescent, Tonbridge, England, TN9 1PE.

1. Definitions

1.1  In these Terms, the following terms have the following meanings:

“Account” has the meaning set out in Clause 2.1;

“Board(s)”means a virtual space for collaboration accessible via a unique URL provided by Metro Retro.

“Content” means the Boards and any image, text, vote, comment or other data record added to a Board by a User,:

“Owner(s”)means for each Board the User that created that Board;

“Service” means the right to use the software provided by Metro Retro to create Boards, publish and distribute text and image Content on Boards and the provision of the Boards.

“Subscriber” means a User who has paid for a valid Subscription;

“Subscription Period” means the period of a valid Subscription’

“Subscription” has the meaning set out in Clause 4.1’

“Terms” means these Terms and Conditions;

“User(s)”means individuals that have registered an Account and/or who create or are authorised to use a Board under these Terms;

“Website” means the Metro Retro website.

1.2  These Terms include the Data Protection Policy, which is hereby incorporated by reference.

2. Registration

2.1  In order to use the Service, Users must register an account and voluntarily supply some personal data; their name and email address(an “Account”).  This data will only be used in accordance with Metro Retro’s Privacy Policy and may be amended by the User by logging into their Account.  The User is responsible for maintaining security of their login credentials, including through any third party logins.  The User authorises Metro Retro to use the email address provided by that User for contact and for any contract notifications.

2.2  If a User creates an Account using an email address belonging to their employer or other entity, the User represent and warrant that they have authority to create an account on behalf of such entity and further agrees that Metro Retro may share your email address with and control of your account may be taken over by such entity (the “Corporate Customer”).  Upon any such takeover, the administrator controlling the email account may be able to (i) access, disclose, restrict or remove information from that account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Corporate Customer.

3. Use of the Service

3.1  Metro Retro grants the User a licence to create, to publish and distribute text and image content on Boards, for its own business purposes, including for the provision of seminars, workshops or the provision of your services to third parties, subject always to the restrictions on Content and obligations under these Terms.

3.2  Users may collaborate with other Users by joining Boards simultaneously.   Boards created within Metro Retro are directly linked to the Owner of that Board).  The Owner can invite other Users can be invited to collaborate by sharing the unique URL of the Board and, if applicable, the Board password.  

3.3  The Owner is responsible for all Content additions, updates and deletions made to their Board, including edits by all other Users that have been invited by them or their invitees. By inviting other Users, the Owner grants those Users a full licence to access, view and edit all content within that Board, as well as to invite further Users.  

3.4  The Owners agrees not to post or allow to be posted or to remain displayed any content might infringe any applicable laws, regulations or third party rights, or that is obscene, indecent, pornographic, seditious, offensive, sexist, homophobic, defamatory, threatening, liable to incite racial or religious hatred, menacing, blasphemous, or in breach of any third party intellectual property rights on a Board.  Users may not publish or cause to be published via the Service, any material which is harmful, deliberately inaccurate, libellous or otherwise inappropriate, or which is otherwise deceptive or purports to represent the identity of another person, body or legal entity The above also applies to any Metro Retro curated content used or removed to any other sites or software by Users without Metro Retro’s prior written consent.  

3.5  Users may not and may not allow any other Users or any third party to:

(i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, transfer or distribute any portion of the Service;

(ii) disable or interfere with our security-related features;

(iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of the Service or the software used to provide it;

(iv) copy, modify, improve, change or create any derivative work of the Service; or 

(v) remove or alter Metro Retro’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights joined to or provided as part of our Services.

3.6  Users are responsible for obtaining all consents for the use of Personal Data (as such term is described in the Data Protection Policy) from the owners’ of that Personal Data.  

3.7  Metro Retro reserves the rights to use, process, access, display, copy and store any Content submitted to the Service by Users for the purposes of providing and improving our services only and always in alignment with our Privacy Policy

3.8  The Owner is responsible for all Users authorised by them to use a Board and agrees to indemnify Metro Retro for any costs or losses including without limitation any fines it may occur because of a breach of any Users on of the terms of this Clause 3.

4. Subscriptions and Payment

4.1  The User’s rights and obligations will be based on the type of subscription chosen (i.e., free or paid Subscription).  Details about the different types of Subscriptions and the limits and available features associated with the Services along with instructions on how to purchase one are available on request by emailing contact@metroretro.io. Please note that Subscription Fees are subject to change from time to time.  Metro Retro will not change a Subscription Fee during the term of a Subscription, only on renewal of such Subscription.  

4.2  The functionality of free Services is limited. Usage over these limits or access to certain features will not be possible without purchasing a Subscription. A User can change the type of Subscription by emailing contact@metroretro.io and following the instructions, if any, provided to you in response to your change request;

4.3  By buying a Subscription (such purchase, a “Transaction”) a User authorises Metro Retro (or its third party payment processor) to charge for that Transaction and represents and warrants that they have the legal right to use the proposed payment method. The User may be asked to supply additional information including, without limitation, credit-card numbers, expiration dates and billing addresses.

4.4  Metro Retro’s order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

4.5  If the User purchases a recurring Subscription, the User agreements that Metro Retro may charge for renewals of the Subscription at the then-applicable rate unless The User cancels the Subscription as set out below.  The User also agrees that Metro Retro (or its third party payment processor) may automatically charge you in accordance with term of your Subscription (e.g., each month, quarter or year), on the calendar day corresponding to the commencement of your Subscription, using the Payment Information you have provided, or on the next business day.

4.6  You may cancel a Subscription at the end of the then-Subscription Period.  You will not be entitled to any refund in respect of any pre-paid amounts.  

4.7  At the end of the Subscription Period, you will lose access to any paid Services. Any Content loaded to a Board during the Subscription Period will remain available to you for a period of 7 calendar days.  During this period we will make the data available to you as an export.  

4.8  Fees are quoted Net of VAT, and if applicable VAT may be added by our third party payment provider.

4.9  Metro Retro may, at its discretion, offer a free trial Subscription for a limited period of time (“Free Trial“).  A User may be required to enter billing information in order to sign up for the Free Trial, but will not be charged by Metro Retro until the Free Trial has expired.  Thirty days after the Free Trial period, unless the User has cancelled their Subscription, the User will be automatically charged the applicable Subscription Fee

5. Termination

5.1  Metro Retro reserves the right to terminate the access of any User who has not paid a Subscription Fee to any and all parts of the Service at any time, without cause or notice.  If you are a Subscriber, we may only terminate your Subscription during a Subscription Period if you commit a material breach of these Terms, by giving you written notice.  

5.2  If you wish to terminate your account with Metro Retro, then please follow the instructions contained within our Privacy Policy.  Please note no Subscription fees paid will be returned.

6. Support

6.1  Metro Retro does not warrant either an error free or continuous service. In using Metro Retro you accept these terms, and the impact of such potential limitations to the Service e.g. loss of data on an active Board.  All warranties applied at law which can be disclaimed are hereby disclaimed.

6.2  If there is any loss or corruption of any data associated with the Services, Metro Retro will use commercially reasonable efforts to restore the lost or corrupted data from the latest backup of such data maintained by Metro Retro. Except for the foregoing, Metro Retro will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of any such data.

6.3  Metro Retro will provide levels of support to Subscribers in accordance with the terms of their Subscription.  

7. Intellectual Property Rights

7.1  The Service and software, including all content contained or displayed on our Website, are property of Deqo Software Ltd and may be protected by applicable copyright or other intellectual property laws treaties. We reserve all rights in relation to all such intellectual property rights, the Metro Retro trademark, Website content and software provided in connection with the Service.

7.2  We will not use any Content provided by you save as strictly necessary to operate the Service and store and make such Content available to you.  As between us, you will remain the owner of all your Content. However we will not be obliged to return any Content to you on termination of these Terms, or destruction of a Note.

7.3  The Website may contain links to third party websites that are not owned or controlled by Metro Retro. We accept no liability for any third-party website, in reference to their content, privacy policy, or practices.

8. Liability

8.1  To the extent its liability can be limited at law, Metro Retro’s total aggregate liability howsoever arising under or in connection with our Services shall not exceed an amount equal to the Fees for all Services paid to the Supplier in the 12-month period immediately preceding the first incident giving rise to any claim under these Terms.

8.2  Notwithstanding the foregoing, under no circumstances but only to the extent permissible at law, including but not limited to breach of contract, tort, or negligence, will Metro Retro, its licensors, or service providers be liable for any direct, indirect, special, incidental, punitive, exemplary, or consequential damages (including lost profits) that arise out of or are related to your use of the Service. These exclusions and limitations of liability will apply to the fullest extent permitted by law and will survive cancellation or termination of your Subscription.

9. Feedback and Error Reporting

9.1  The User may provide Metro Retro with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to the Website and Service(“Feedback”) via email. The User acknowledges and agrees that: (i) they shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Metro Retro may have development ideas similar to the Feedback; (iii) the Feedback does not contain confidential information or proprietary information from the User or any third party; and(iv) Metro Retro is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

10. Changes

10.1  Metro Retro reserves the right to vary these Terms from time to time. Updated Terms will be displayed on the Site and by continuing to use and access the Services following such changes, you agree to be bound by any variation made by us. It is the User’s responsibility to check these Terms from time to time to verify such variations.

11. General

11.1  These terms are governed by English law, and you agree to the exclusive jurisdiction of the English courts.

11.2  A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

11.3  Metro Retro is not liable to you for failure to comply with these Terms because of circumstances beyond its reasonable control, [including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident].

11.4  No one other than a party to these Terms has any right to enforce any of these Terms.