Last Updated: August 25, 2025
AGREEMENT TO TERMS
We are MATTER INNOVATION INC. ("Matter", "we", "us", "our"), a company registered in the United States at Suite 588, Bellevue Pacific Center, 188 106th Ave NE, Bellevue, WA 98004, USA.
We operate our website at [https://mail.matter.ai/] and an application under the name of "[MATTER Mail]" (or such other name as we may determine in our sole discretion) ("App"), as well as any other related products and services (collectively, "Services") that refer or link to these Terms.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MATTER’S [PRIVACY POLICY] (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND MATTER’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY MATTER AND BY YOU TO BE BOUND BY THESE TERMS.
Except for certain kinds of disputes described in Section 10 you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MATTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
We reserve the right to modify these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised set of Terms through the Services, as applicable. We encourage you to check these Terms periodically for changes to these Terms. The “Last Updated” date referenced above indicates when these Terms were last changed. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified Terms. We may require that you accept modified Terms in order to continue to use the Services. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Services as per the section "TERM AND TERMINATION". Except as expressly permitted in this Section (CHANGES TO TERMS), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
The Services are intended for users who are at least 13 years old or the minimum age required in your country/region to consent to use the Services. All users who are minors in the jurisdiction in which they reside must have the permission of, and be directly supervised by, their parents or guardians to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old or have your parent or guardian’s permission to use the Services; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
The Service is designed to improve the email experience by making it faster and more intelligent.
You may be required to register to use the Services. When you register for an account, you may be required to provide us with some information, including your email address and other required information. You agree that the information provided to us is accurate and up-to-date at all times. You agree to keep your account, login information, password confidential and will be responsible for all use of your account and password, including but not limited to the restriction of access to your computer and/or account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
If our Services access data from your Google account (such as Gmail messages), our use of information received from Google APIs will comply with the Google API Services User Data Policy, including the Limited Use requirements..
We will implement appropriate technical and organizational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to your email content processed by us on your behalf when providing the Services.
You agree to (a) notify us immediately at [[email protected]] if you become aware of any actual or potential security issue related to the Services, and (b) acknowledge that we are not responsible for any communication or content lost, altered, intercepted, or stored without authorization during transmission over networks we do not own or control. We are not liable for any loss or damage resulting from your failure to comply with this Section.
You are responsible for obtaining and maintaining all devices, operating systems, and ancillary services necessary to access and use the App and Services, including but not limited to a compatible Mac device, stable internet connection, and any applicable email account credentials. You must ensure such equipment is compatible with our software and meets any configuration requirements we may publish.
If you encounter technical issues or potential failures affecting the Services, please notify us at [[email protected]].
We may establish general practices and limits regarding use of the Services, such as maximum storage duration for processed data or the amount of storage allocated on your behalf. We are not responsible for the deletion or failure to store any content maintained or uploaded through the Services. We may terminate accounts that remain inactive for an extended period.
1.2 LIMITED RIGHT TO USE THE SERVICE
We hereby grant you, solely for your personal, non-commercial use, a revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, right and license to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the Services, including the App on such devices, strictly in accordance with these Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Services, or make any modification, adaptation, improvement, enhancement, translation, or derivative work of the Services; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App; or (10) interfere with or circumvent any feature of the Services, including any security or access control mechanism.
With respect to the content or other materials you transmit through the Services or share with other users or recipients (collectively, “User Content”), you may provide, upload, transmit, create, store, use, edit or share such User Content with or through the Services. This User Content includes, but is not limited to, your email messages, drafts, snippets, attachments, and any data, information, text, or instructions you provide for the use of our AI features (“Input”). You may also receive content generated by our AI features, such as suggested replies, email summaries, or drafted messages (“Output”). For clarity, when you elect to use any features or functionality of the Services that utilize artificial intelligence technology, "Input" refers to any User Content provided by you to be processed by our AI features, and "Output" refers to any content generated and returned to you, or automatically generated and transmitted on behalf of you, by our AI features based on the Input.
You retain any copyright and other proprietary rights that you may hold in the Input, subject to the licenses granted in these Terms. You may only post User Content provided that it is in accordance with these Terms and any other applicable laws.
Subject to these Terms, (a) we hereby assign you all right, title, and interest in and to your Output; provided however, that we will retain all intellectual property rights that we own or have an interest in, prior to, or separate from the generation of your Output, which includes the Services, App Content, or Marks (“Pre-Existing Matter IP”); and (b) to the extent any Output provided to you includes any embedded Pre-Existing Matter IP, then we grant you a license solely to the extent necessary for you to use Output in accordance with these Terms.
From the time of Posting Input, you grant us non-exclusive, irrevocable, royalty-free, perpetual, sub-licensable (with the right to sublicense through multiple tiers), transferrable, worldwide, license and right to host, store, use, distribute, revise, transfer, publicly display, publicly perform, reproduce, modify the User Content and create derivative works thereof, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, including for purposes of providing, maintaining, developing, improving the Services or the development, commercialization, offering of new products or services, without any notice, permission, payment, or additional compensation to you or any third party.
Matter disclaims any and all liability in connection with, and you are solely and strictly liable for, User Content and the consequences of Posting or publishing them in any way, including for ensuring that User Content does not violate any applicable laws and these Terms. Additionally, you understand and agree that we shall have no responsibility or liability whatsoever for User Content and related copyrightable materials such as literary works, phrases, entries, text, and any other materials, which may be provided to or in the Services. You are solely responsible for your Input and the consequences of providing Input via the Services. By providing Input via the Services, you represent and warrant that: (a) you own the Input and have all consents, permissions, licenses and rights necessary to authorize Matter and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Matter, the Services, and these Terms; (b) your Input, and the Posting or other use of your Input as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Matter to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (c) you are solely responsible for all uses of the Output and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate; (d) Input could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and (e) that you have the legal capacity necessary to provide and license the Input, and enter into these Terms in the relevant jurisdiction.
Additionally, you understand and agree that Output may not be always unique as same or similar Input provided by other users might receive same or similar Output. Furthermore, you must not use the Services' AI features: (a) to mislead any person into believing that Output was solely human generated; or (b) in violation of any third-party terms, guidelines, or policies (including those of underlying AI model providers) to which Matter links or refers in connection with the generation of Output.
If you do not want us to use your User Content to train our models, you can opt out by sending your request to us via [email protected]. Please note that in some cases this may limit the ability of our Services to better address your specific use case.
We will maintain certain User Content and other data that you transmit to the Services for the purpose of providing, maintaining, and improving the Services, including our AI features, as well as data relating to your use of the Services. You acknowledge that Matter may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted. You agree that Matter has no responsibility or liability for the deletion or failure to store any User Content or other data maintained or uploaded by the Service.
Although we store your data in accordance with these Terms and applicable laws and regulations, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services, including ensuring its accuracy, completeness, and legality. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
Transmit Prohibited Content, including emailing or otherwise sending content that:
Infringes on intellectual property or other proprietary rights of any party.
You do not have the right to transmit under any law or contractual/fiduciary relationships.
Contains software viruses or other computer code designed to interrupt, destroy, or limit the functionality of computer software, hardware, or telecommunications equipment.
Poses or creates a privacy or security risk to any person.
Constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," or "spam."
Is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful (racially, ethnically, or otherwise objectionable).
Is objectionable in our sole judgment, or restricts or inhibits any other person from using or enjoying the Service, or may expose Matter or its users to harm or liability.
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us, or engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.
Make any unauthorized use of the Services, including harvesting or collecting email addresses or other contact information of other users from the Service by electronic or other means for the purpose of sending unsolicited communications, or creating user accounts by automated means or under false pretenses.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Sell or otherwise transfer the access granted under these Terms or any App Content or any right or ability to view, access, or use any App Content;
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us.
Attempt to do any of the acts described in this Section 1.6 or assist or permit any person in engaging in any of the acts described in this Section 1.6.
The Services are made available free of charge or on a paid subscription basis for certain features ("Subscription"). Additional terms may apply to the Subscription you purchase or when you enable certain features. When additional terms apply, we will present these terms to you prior to purchase or when you enable such a feature.
A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide us with accurate and complete billing information and valid payment method information. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. By submitting such payment information, you automatically authorize us and our engaged Payment Processor to charge all fees incurred through your account to any such payment instruments, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Matter or the Payment Processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Should payment continue to fail, the Subscription will be, at our sole discretion, canceled or downgraded and you may lose access to certain paid features.
We, in our sole discretion and at any time, may modify the fees. We will give you reasonable prior notice of any change where applicable. Such fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You will be responsible for paying all Taxes associated with your Subscription, except for those Taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
We may contract with a third party to process any payments submitted for or through our Service (“Payment Processor”). By making any purchase for or through our Service, you agree to pay us through the Payment Processor, in accordance with the applicable payment terms and authorize us to share any of your information with the Payment Processor in order to process your payment. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. You agree to be bound by the Payment Processor's agreements, and we are not responsible for errors by the Payment Processor.
We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in your online account management page. If your Free Trial is cancelled, you acknowledge and agree that you may lose access to your User Content or data that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorize us and our Payment Processor to charge your credit card or other payment method for continued use of the paid Services under such Subscription. At any time and without notice and liability, we reserve the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel any Free Trial service. Your use of the Free Trial is at your own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MATTER PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR FREE TRIALS, AND OUR LIABILITY FOR FREE TRIALS WILL NOT EXCEED USD $50.00.
You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Additionally, the technology and software underlying the Service or distributed in connection therewith are the property of Matter, our affiliates and our partners (the "Software"). Any use of the Service, Service Content or Software other than as specifically authorized herein is strictly prohibited.
The Matter Innovation Inc. name and logos are trademarks and service marks of Matter (collectively the "Matter Trademarks"). Other product and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Matter. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Matter Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Matter Trademarks will inure to our exclusive benefit.
Under no circumstances will Matter be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Matter does not pre-screen content, but that Matter and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content, as defined in Section 1.4 ("USER CONTENT"), is transmitted through the Service. You represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By transmitting any User Content through the Service, you hereby grant Matter and its affiliated companies a license to perform the actions necessary to deliver User Content to the intended recipients.
You further acknowledge that Matter does not control User Content or other content transmitted using the Services or what recipients of, or others who are provided access to, User Content by you, whether directly or downstream (collectively, “Recipients”), may do with such User Content (including to whom such Recipients may forward or otherwise provide access to such User Content, with or without the knowledge of you or your end users), and you agree that Matter will have no liability, and hereby release Matter from any liability, arising from any act or omission of any Recipient with respect to User Content.
You also acknowledge and agree that User Content does not include any System Data. System Data is owned by Matter. "System Data" means aggregated and anonymous user and other data regarding the Services that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Services. System Data does not include the contents, subject, senders, or recipients of emails you send or receive through the Service.
You acknowledge and agree that Matter may preserve User Content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Matter, its users and the public.
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:
Matter Innovation Inc.
Attn: Legal Department (IP Notification)
Address: Suite 588, Bellevue Pacific Center, 188 106th Ave NE, Bellevue, WA 98004, USA
Email: [email protected]
If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
(a)an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b)a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c)a description of the material that you claim is infringing and where it is located on the Services;
(d)your address, telephone number, and email address;
(e)a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f)a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Matter with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track Notifications of Claimed Infringement, and you consent to Matter making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Matter’s policy is to: (a) remove or disable access to material that Matter believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Matter will terminate the accounts of users that are determined by Matter to be repeat infringers. Matter reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
If you receive a notification from Matter that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Matter with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Matter’s Designated Agent through one of the methods identified above, and include substantially the following information:
(a)your physical or electronic signature;
(b)identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c)a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d)your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Matter may be found, and that you will accept service of process from the person who provided notification or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
If you submit a Counter Notification to Matter in response to a Notification of Claimed Infringement, then Matter will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Matter will replace the removed Input or cease disabling access to it in 10 business days, and Matter will replace the removed Input and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Matter’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Matter’s system or network.
The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Matter relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Matter reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
From time to time, the Services may provide you with the access to, or use of, or enable integration with third-party services, add-ons, platforms, or products that we do not own or control (“Third-Party Services”). Third-Party Services may include third-party content, third-party integrated API service providers, or links (such as hyperlinks) to third-party websites, products, or services. By using one of these tools or if you direct Matter to transmit data to, or receive data from, Third-Party Services on your behalf (including by enabling the applicable integration in the settings of the Services), then you hereby authorize that Matter to access, collect, use, copy, store, host, disclose, transmit, transfer, publicly display, modify, create derivative works of, and otherwise process that data (including User Content) in connection with the applicable Third-Party Services, in a manner consistent with the functionality of the Services requested by you and the permissions granted to Matter by the relevant integration.
We do not have access to the information generated by your use of such Third-Party Services unless you have given your express consent to us. Matter does not control any such Third-Party Services and is not responsible for their availability or accuracy. Matter does not make any representations or warranties with respect to any content of Third-Party Services and all use thereof is provided on an “as is” and “as available” basis and your use thereof is at your own risk. Inclusion of any third-party content on the Services does not constitute or indicate Matter’s endorsement thereof and Matter shall not be liable or responsible for any third-party content transmitted through the Services. Matter does not control and has no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Services or their providers use User Content. All data received from Third-Party Services on behalf of you as described in this Section 4 will be deemed User Content under these Terms. You acknowledge and agree that Matter will not and cannot censor or edit any Third-Party Services and that you shall assume the sole responsibility for, and risk associated with your use of Third-Party Services, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. We are not responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the access to or use of any Third-Party Services.
The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
For information about how we collect and use information about users of the Services, please check out our privacy policy ("Privacy Policy") available at [https://mail.matter.ai/privacy-policy/]. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.
In handling any confidential information, we shall exercise the same degree of care that we exercise for our own proprietary information, but disclosure of information may be made to third parties as outlined in our Privacy Policy. Confidential information does not include information that (a) is or becomes generally known to the public, (b) was known by us prior to its disclosure by you, (c) is received from a third party without breach of any obligation owed to you, or (d) was independently developed by us.
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Services, and shall remain in full force and effect while you use the Services. You may terminate these Terms at any time for any reason by discontinuing the use of the Services.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON IF WE REASONABLY CONSIDER THAT SUCH PERSON IS IN BREACH OF THESE TERMS OF USE, OUR ADDITIONAL TERMS, OR OF ANY APPLICABLE LAW OR REGULATION, INCLUDING WITHOUT LIMITATION BREACHES OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay Matter any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 1.4, 1.5, 3, 5–11, and 13 will survive. You are solely responsible for retaining copies of any User Content since upon termination of your account, you may lose access rights to such User Content.
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice, including discontinuing or limiting certain features of the Services. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. You should retain copies of any User Content so that you have permanent copies in the event the Services are modified in such a way that you lose access to such User Content.
Matter does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Matter reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Matter chooses to monitor the content, then Matter still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Matter may block, filter, mute, remove or disable access to any Input uploaded to or transmitted through the Services without any liability to any user if we reasonably believe that such Input may be in violation of these Terms or any applicable laws and regulations.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
These Terms, the Services, and any dispute, controversy, or claim arising out of, in relation to, or in connection with these Terms or the Services, are governed by the Laws of the State of Washington, without regard to conflict of law principles or case law that would result in the application of the laws of another jurisdiction. You and Matter submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington, for resolution of any lawsuit or court proceeding permitted under these Terms.
Except as described in the “Exceptions” and “Opt Out” provisions below, you and Matter agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MATTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10 within 30 days after the date that you agree to these Terms by sending a letter to Matter Innovation Inc., Attention: Legal Department – Arbitration Opt-Out,
Suite 588, Bellevue Pacific Center, 188 106th Ave NE, Bellevue, WA 98004, USA that specifies: your full legal name, the email address associated with your account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Matter receives your Opt-Out Notice, this Section 10 will be void and any action arising out of these Terms will be resolved as set forth in Section 9. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Matter.
Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Matter’s address for Notice of Arbitration is: Matter Innovation Inc., Suite 588, Bellevue Pacific Center, 188 106th Ave NE, Bellevue, WA 98004, USA. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Matter may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Matter will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Matter has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
Any arbitration hearing will take place in the county and state of your residence address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence address. During the arbitration, the amount of any settlement offer made by you or Matter must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Except as provided in “No Class Actions” provision below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Matter before an arbitrator was selected, Matter will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions. YOU AND MATTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Matter agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Matter makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Matter’s address for Notice of Arbitration, in which case your account with Matter will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If the “No Class Actions” provision or the entirety of this Section 10 is found to be unenforceable, or if Matter receives an Opt-Out Notice from you, then the entirety of this Section 10 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 9 will govern any action arising out of or related to these Terms.
To the maximum extent permitted by applicable law, and notwithstanding anything otherwise expressly provided herein, we disclaim any and all liability related to the following:
(a)The Services may return Inaccurate information that does not accurately reflect real people, places, or facts. The Services do not provide any medical, health, safety, legal, financial, tax, accounting, or other professional advice, even if you prompt the Service to provide Generated Content falling within any of the foregoing (or any other regulated industries), and ALL GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. Matter does not and cannot guarantee that Generated Content does not infringe or misappropriate the intellectual property, privacy, or other rights of any third-party or is appropriate for any particular use or user. Prior to any use of any Generated Content, you will make your own determination as to the safety, efficacy, accuracy, lawfulness, and appropriateness of any Generated Content for any given use. You acknowledge and agree that artificial intelligence tools are novel and experimental, and that therefore there is significant uncertainty regarding the operation and output. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND MATTER WILL NOT BE LIABLE FOR ANY GENERATED CONTENT, OR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, OMISSIONS, FALSEHOODS, RESTRICTED, ILLEGAL OR OTHER TYPES OF CONTENT THAT MAY RESULT FROM YOUR OR ANY OTHER USER’S USE OF THE SERVICES.
(b) Any artificial intelligence utilized in delivering the Services may depend on third-party generative artificial intelligence models that are not under the control or influence of Matter and are subject to risks and uncertainties. Matter may have limited or no ability to change these technologies. You are solely responsible for the use or implementation of any Generated Content provided by or through the Services including republication of any Generated Content.
(c) Artificial intelligence is subject to many legal and regulatory uncertainties, and the Services could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of these technologies.
THE SERVICES AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER SERVICES USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING INPUT CONTENT.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES), BROUGHT BY A THIRD PARTY AND RESULTING FROM OR ARISING OUT OF (1) YOUR INPUTS; (2) UNAUTHORIZED OR MISUSE OF THE SERVICES; (3) BREACH OF THESE TERMS; (4) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY; (5) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS; OR (6) ANY OVERT HARMFUL ACT TOWARD ANY OTHER USER OF THE SERVICES WITH WHOM YOU CONNECTED VIA THE SERVICES. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES AND THESE TERMS IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO MATTER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
By using the Services, you consent to receiving certain electronic communications from us, including email, message, push notifications and newsletters or other promotional information.
You can turn off push notifications by visiting “settings” in your mobile device. You may also opt out of receiving any, or all, of marketing communications by following the instruction on unsubscribes. Please feel free to contact us via [email protected] if you have any questions or feedback.
These Terms, including the Privacy Policy, and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us regarding your use of the Services.
Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law.
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign any or all of our rights and obligations to others at any time.
If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision will be given effect to the greatest extent possible, and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services.
You agree that these Terms will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (collectively, the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Services are offered by Matter Innovation Inc., located at Suite 588, Bellevue Pacific Center, 188 106th Ave NE, Bellevue, WA 98004, USA. You may contact us by sending correspondence to that address or by emailing us at [email protected].
If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
We are under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies.
Please let us know what you think of the Services and these Terms. When you provide us with any feedback, comments, suggestions, or proposed modifications or improvements to the Services (collectively, “Feedback”), you irrevocably assign to us all of your right, title and interest in and to your Feedback. We will have no obligation to provide you with attribution for any Feedback you provide to us.
This Section 15 only applies to the extent you are using our macOS application downloaded from the Mac App Store. You acknowledge that these Terms are between you and Matter only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.