Terms of Service
Contents
1. Definitions
In these Terms, the following capitalized words have the following meanings. "MeterCall," "we," "us," and "our" mean the MeterCall service, operated by Yoshi (pseudonymous), a pre-incorporation project with a corporate vehicle to be established in the Cayman Islands . "You," "your," and "User" mean any individual or entity that accesses or uses the Service. "Service" means the MeterCall website, APIs, dashboards, runners, catalog, documentation, and any other software or service we provide under the MeterCall brand. "Module" means any third-party or first-party unit of functionality published in the MeterCall catalog and callable through the Service. "PCP" means the utility-credit token used for settlement and discounts inside the Service. "Call" means a single metered invocation of a Module through the Service. "Creator" means a User who publishes Modules. "Consumer" means a User who invokes Modules. A User may be both.
2. Service description
MeterCall is an attestation, metering, and aggregation layer built on top of the Base network and traditional HTTPS infrastructure. We do not operate a rollup, sequencer, or settlement layer of our own. We aggregate upstream APIs, SaaS endpoints, and Creator-authored scripts behind a uniform billing and attestation interface, and we record usage receipts on-chain where economically sensible. We route traffic to upstream providers, meter the result, and apportion payment. We do not warrant or control the output of upstream providers or Creator Modules; we provide a routing, metering, and payment rail. Certain features of the Service rely on third-party infrastructure (Base RPC endpoints, fiat onramp partners, oracle feeds, audit firms) and may be unavailable if those third parties are unavailable. We describe the Service honestly: it is a toll road for API traffic plus a creator economy for Modules, not a bank, not a broker-dealer, not a custodian, not a money-transmitter in the jurisdictions we currently target .
3. Account types
3.1 Trial
A Trial account is available without payment, subject to rate limits described in Section 5. Trial accounts exist to let a User evaluate the Service. We may rate-limit, suspend, or terminate Trial accounts at any time for any reason, with or without notice. Trial accounts have no SLA.
3.2 Paid
A Paid account requires a valid payment method or sufficient PCP balance. Paid accounts receive higher rate limits, catalog publishing privileges, and access to the revenue-share program described in our Creator Documentation. Paid accounts receive best-effort uptime but no contractual SLA unless one is separately signed.
3.3 Enterprise
Enterprise accounts are available via direct sale and are governed by a separately signed Master Services Agreement. If a signed MSA conflicts with these Terms, the signed MSA controls for that Enterprise User only.
4. Acceptable use
Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference. Without limiting the AUP, you specifically agree that you will not:
- Use the Service to transmit, store, or distribute malware, rootkits, credential stealers, or exploit kits.
- Offer or sell unregistered securities, unregistered derivatives, or unregistered money-transmission services through the Service.
- Use the Service from, or on behalf of any person located in, any jurisdiction currently subject to comprehensive sanctions by the United States Office of Foreign Assets Control (OFAC), including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, or any jurisdiction added to that list after the effective date of these Terms.
- Violate the U.S. Export Administration Regulations, the EU Dual-Use Regulation, or any equivalent export-control regime.
- Infringe any intellectual property right of any third party. Notices should follow the procedure in our DMCA Policy, which is our safe-harbor designated-agent procedure.
- Use the Service to dox, harass, or stalk any person, or to operate a name service or agent market in a manner that exposes the home address, workplace, or non-public identity of any natural person without their consent.
- Circumvent rate limits, metering, or billing. Abuse of the free Trial tier to avoid metered billing is a material breach.
We cooperate with valid legal process. We reserve the right to suspend accounts and preserve data in response to subpoenas, court orders, and reasonable good-faith requests from law enforcement. We publish an annual transparency report once the Service exits pre-launch .
5. API rate limits
Rate limits apply to every account. Published limits may change with notice. As of the effective date, Trial accounts are capped at 1,000 Calls per rolling 24 hours and 10 Calls per second burst. Paid accounts begin at 100,000 Calls per rolling 24 hours and 50 Calls per second burst, with elastic expansion available on request. Enterprise accounts are negotiated. We may temporarily throttle any account that threatens the stability of shared infrastructure. We will make a good-faith effort to notify you before a sustained throttle, but no notice is owed in the event of an attack, outage, or emergency.
6. PCP utility disclaimer
PCP is positioned and intended to function as a utility credit inside the Service. It is used to pay for Calls, to receive volume discounts, to stake against Creator quality bonds, and for Creator revenue settlement. Per our positioning, PCP is not being offered or sold as an investment, is not a security, is not a commodity futures contract, and is not a payment instrument under applicable money-transmission law. This is our positioning, not a legal opinion. No legal opinion has been rendered by counsel as of the effective date of these Terms. We have not received, and do not rely on, a no-action letter from the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.K. Financial Conduct Authority, the European Securities and Markets Authority, or any equivalent regulator. Nothing on our website, in our documentation, or in our public communications constitutes investment advice. You should not acquire PCP if your local jurisdiction treats utility tokens as securities, and you bear all risk of that classification question in your own jurisdiction. Full counsel review of PCP classification is scheduled pending engagement with .
7. Fees and billing
Fees are published on our pricing page and in the Module catalog. Fees may be denominated in USD, USDC on Base, or PCP. We may change fees prospectively with at least 14 days' notice via email and an in-product banner. Usage-based fees accrue per Call and are settled on a rolling basis against your prepaid balance or your registered payment method. Disputed charges must be raised within 60 days of the invoice date or they are deemed accepted. Refunds are at our discretion and are ordinarily provided only for duplicate billing, proven service-side outages, or goodwill adjustments. Taxes are your responsibility except where we are obligated by law to collect them. If we are obligated to collect sales, value-added, or similar taxes, we will add them to your invoice. Creator revenue shares follow the 30 percent Creator / 70 percent MeterCall split described in our Creator Documentation, subject to change with notice.
8. Intellectual property
You retain ownership of the content, code, prompts, and data you submit to the Service. You grant us a worldwide, non-exclusive, royalty-free license to host, route, meter, and display your submissions solely to operate the Service, to detect abuse, and to compute billing. Creators grant us the additional right to list their Modules in the catalog and to make them callable by Consumers in exchange for the revenue share described above. We retain all rights in the Service itself, including the MeterCall name, logo, metering engine, attestation layer, catalog software, documentation, and the PCP utility-credit system. No rights are granted by implication. If you submit feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without attribution.
9. Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE OUTPUT OF ANY UPSTREAM PROVIDER, THIRD-PARTY MODULE, OR CREATOR-AUTHORED SCRIPT. WE DO NOT WARRANT THAT ANY PARTICULAR RESULT WILL BE ACHIEVED. WE HAVE NOT COMPLETED, AND DO NOT CLAIM, SOC 2, ISO 27001, HIPAA, OR PCI-DSS COMPLIANCE AS OF THE EFFECTIVE DATE (not yet certified; audits scheduled post-launch).
10. Liability cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS CAPPED AT THE GREATER OF (A) ONE THOUSAND U.S. DOLLARS ($1,000) OR (B) THE TOTAL FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR COST OF COVER, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN DAMAGES, AND THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THAT EXTENT.
11. Indemnity
You will defend, indemnify, and hold harmless MeterCall, its pseudonymous operators, contributors, service providers, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding arising out of or related to (a) your use of the Service in violation of these Terms or applicable law, (b) your content or Modules, (c) your infringement of any third-party intellectual-property right, (d) your misrepresentation, or (e) your taxes. We will promptly notify you of any claim to which this indemnity applies and will cooperate in the defense at your expense. We reserve the right to assume exclusive control of the defense and settlement of any matter otherwise subject to indemnification, in which case you will cooperate at your expense.
12. Termination
You may terminate your account at any time by closing it in the dashboard or by emailing support. We may suspend or terminate your account at any time for material breach, for legal or regulatory reasons, or for reasons of safety or abuse. On termination, your right to use the Service ends. Sections 6, 7 (for accrued amounts), 8, 9, 10, 11, 13, 14, 15, 17, and 18 survive termination.
13. Governing law
These Terms are governed by the laws of the Cayman Islands , without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties expressly exclude any choice-of-law rule that would displace this selection.
14. Arbitration
Any dispute, claim, or controversy arising out of or related to these Terms or the Service, except for claims for injunctive relief for intellectual-property infringement, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Miami, Florida, United States . The arbitration will be conducted in English. The arbitral tribunal will consist of a single arbitrator unless the amount in controversy exceeds USD 500,000, in which case three arbitrators will sit. The award is final and binding and may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except as the tribunal may otherwise award.
15. Class action waiver
YOU AND WE EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator has no authority to consolidate more than one person's claims or to preside over any form of representative or class proceeding. If this class-action waiver is held unenforceable as to a particular claim, that claim must proceed in court rather than in arbitration.
16. Changes to terms
We may modify these Terms on at least 30 days' prior notice delivered by email and by an in-product banner. Your continued use of the Service after the effective date of a change constitutes acceptance. If you do not accept a change, your remedy is to stop using the Service and to close your account before the change takes effect. Material changes to Sections 10, 13, 14, or 15 will be separately highlighted.
17. Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be reformed to the minimum extent necessary to make it enforceable and to preserve the parties' intent.
17a. Force majeure
Neither party is liable for a failure to perform caused by events beyond that party's reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor shortage, pandemic or epidemic, governmental action, network or power outage, denial-of-service attack, blockchain reorganization, reorganization or cessation of a material upstream provider, or the inability to obtain supplies on reasonable terms. The affected party will give prompt notice and resume performance as soon as reasonably practicable. Fees accrued before the force-majeure event remain due.
17b. Assignment
You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, on notice to you. Any attempted assignment in breach of this section is void.
17c. Entire agreement
These Terms, together with the Privacy Policy, the Acceptable Use Policy, the DMCA Policy, the Cookie Policy, any signed Master Services Agreement, and any published pricing page, constitute the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous understandings. Headings are for convenience only and do not affect interpretation. Any ambiguity is not to be construed against the drafter solely by reason of authorship.
17d. No waiver
Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later. A waiver is effective only if it is in writing and signed by an authorized representative.
17e. No agency, no third-party beneficiaries
Nothing in these Terms creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship between you and us. Except as expressly stated, these Terms do not confer any right or remedy on any third party.
17f. U.S. government users
If you are a U.S. federal, state, or local government entity using the Service, the Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation." Use, duplication, or disclosure by the U.S. government is subject to restrictions in these Terms.
17g. Export controls
You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that you are not on the U.S. Commerce Department Denied Parties List, the U.S. Treasury Department Specially Designated Nationals List, or any equivalent list maintained by any other jurisdiction that applies to you. You will not export, re-export, or transfer the Service, directly or indirectly, in violation of the U.S. Export Administration Regulations, the EU Dual-Use Regulation, or any equivalent export-control law.
18. Contact
General: hello@metercall.ai. Legal and regulatory: legal@metercall.ai. Privacy and data-protection: dpo@metercall.ai. DMCA agent: dmca@metercall.ai. Service of process in the Cayman Islands: . MeterCall is operated by Yoshi (pseudonymous).