Terms of Service
Last Updated: April 07, 2023
These Terms of Service (“Terms”) apply to any use of the products and services provided by Matician Inc.
and its affiliates (collectively, “Matician,” “we,” or “us”), including our Matic
Membership subscription service, Matic robot and charging dock (collectively, the “Matic”), Matic
consumable parts, this website and its subdomains (collectively, the “Website”), and mobile applications
(the “Mobile App”), and the services and resources available or enabled via the Website or the Mobile App
(each, a “Service” and collectively, the “Services”). These Terms, along with all supplemental
terms that may be presented to you for your review and acceptance (collectively, the “Agreement”), govern
your access to and use of the Services. By clicking on the “I Accept” button, completing the registration
process, browsing the Website, placing an order for or reserving a Matic, downloading or using the Mobile App,
or otherwise accessing or using any of the Services, you represent that (i) you have read, understand, and agree
to be bound by the Agreement, (ii) you are of legal age to form a binding contract with Matician, and (iii) you
have the authority to enter into the Agreement. If you do not agree to be bound by the Agreement, you may not
access or use any of the Services.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL MEMBERSHIP TERM”), THE AGREEMENT WILL BE
AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL MEMBERSHIP TERM AT MATICIAN’S
THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.2
PLEASE BE AWARE THAT SECTION 11 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US
WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS,
REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE
ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN
INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND
(2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
For information about how we collect, use, disclose, and otherwise process information about you, please refer to
our customer support team know at firstname.lastname@example.org. Please note that any customer support provided over the
phone may be recorded for training and quality purposes.
Please note that this Agreement is subject to change by Matician in its sole discretion at any time. When changes
are made, Matician will make a copy of the updated Agreement available at the Website and update the “Last
Updated” date at the top of these Terms. If we make any material changes to the Agreement, we will provide
notice of such material changes on the Website and attempt to notify you by sending an email to the email
address provided in your account registration. Any changes to this Agreement will be effective immediately for
new users of the Services and will be effective for existing users of the Services upon the earlier of (i)
thirty (30) days after the “Last Updated” date at the top of these Terms, or (ii) your consent to and acceptance
of the updated Agreement if Matician provides a mechanism for your immediate acceptance in a specified manner
(such as a click-through acceptance), which Matician may require before further use of the Services is
permitted. If you do not agree to the updated Agreement, you must stop using all Services upon the effective
date of the updated Agreement. Otherwise, your continued use of any of the Services after the effective date of
the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Website
to view the then-current Agreement. You agree that Matician’s continued provision of the Services is adequate
consideration for the changes in the updated Agreement.
- Registering For and Using Your Matic Account
- Account. To access many of our Services, you must register for an account through the Website
or Mobile App (an “Account”). In registering an Account, you agree to (i) provide true,
accurate, current and complete information about yourself as prompted by the registration form (your
“Registration Data”); and (ii) maintain and promptly update your Registration Data to keep it
true, accurate, current and complete. You represent that you are (a) at least eighteen (18) years
old; (b) of legal age to form a binding contract; and (c) not a person barred from using the
Services under the laws of the United States, your place of residence or any other applicable
jurisdiction. You are responsible for all activities that occur under your Account. You agree that
you shall monitor your Account to restrict use by any other persons, including minors, and you will
accept full responsibility for any such unauthorized use. You may not share your Account login or
password with anyone, and you agree to notify Matician immediately of any unauthorized use of your
password or any other breach of security. If you provide any information that is untrue, inaccurate,
not current or incomplete, or if Matician has reasonable grounds to suspect that any information you
provide is untrue, inaccurate, not current or incomplete, Matician has the right to suspend or
terminate your Account and refuse any and all current or future use of the Services (or any portion
thereof). You agree not to create an Account using a false identity or information, or on behalf of
someone other than yourself. You agree not to create an Account or use the Services if you have been
previously removed by Matician, or if you have been previously banned from any of the Services.
- Location of Services. The Services are only available in the United States and you agree not
to use the Services elsewhere. We may add or subtract locations from time to time. The availability
of Services may vary among locations. You agree that the address in your Account is the exclusive
address where you will use the Matic. Before using the Matic at another address, you must update the
address connected to your Account.
- Modifying, Suspending or Terminating Services. We reserve the right to at any time, with
or without prior notice, in our sole discretion and for any reason, modify, suspend, terminate,
or stop providing all or portions of our Services and/or to require the immediate return of the
Matic. Unless otherwise specified by us at the time of cancellation or termination, all
licenses granted to you hereunder shall terminate automatically and your right to use the Services
shall cease (i) if you delete your Account and you do not have an active Matic Membership,
immediately upon such deletion, (ii) if you cancel the Matic Membership, at the end of your final
billing period, or (iii) if we terminate the Matic Membership or Account, immediately upon such
termination. We are not responsible for any loss or harm related to your inability to access or use
- Reserving a Matic
- Deposit and Membership Activation. You may be required to place a deposit to reserve the
Matic, which will be specified through the Services at the time of reservation (the
“Deposit”). We will notify you through the contact information you have provided once a Matic
becomes available. In order to activate the Matic Membership (as defined in Section 3.1), you must
confirm your membership package type, shipping details, and payment information and make your first
membership fee payment (less the amount of your Deposit), including any applicable taxes within the
time period specified when we let you know the Matic is available. We will confirm once the Matic
Membership is active and subsequently process the Matic for shipment and delivery. If any portion of
your Deposit remains after you have made your first membership fee payment (as defined below), the
outstanding portion of your Deposit will automatically be applied toward your subsequent membership
fees at the time you are billed, up to the amount owed for that billing period, until your Deposit
has been used in full. Please note that we cannot guarantee when or if a Matic Membership will
become available to you.
- Deposit Refunds. Your Deposit is fully refundable, and you can cancel the Matic reservation
and request refund of your Deposit, by contacting us at email@example.com at any time before the Matic Membership
becomes active. If you do not complete the membership activation process (as described in Section
2.1 above) within the time period specified when we notify you that the Matic is available for
shipment (or if no such time period is provided, within fourteen (14) days of receiving such
notice), you will be returned to the Matic waiting list. If you have not activated the Matic
Membership within three (3) years after placing your Deposit, we may try to automatically refund
your Deposit to the payment method you used to make your Deposit.
- Limitations. Please note that we will fulfill reservations in an order at our sole
discretion and may not fulfill your reservation at all. We reserve the right, at any time
and for any reason, with or without notice, to refuse to allow you to join our reservation program,
to cancel your reservation, or to suspend or terminate your Account. If you cancel the Matic
reservation, terminate your Account, or if we terminate or suspend your Account for any reason prior
to activation of the Matic Membership, we will refund any Deposit you made to the payment method you
used to make the deposit. Any such refund will only be for the amount we received from you and will
not include any interest, taxes, or other amounts.
- Matic Membership
- Matic Membership Benefits. A Matic Membership subscription includes the following, each in
accordance with the membership package you select through the Services: (i) receipt and use of the
Matic, (ii) HEPA bag replacements, (iii) brush roll replacements, (iv) mop roll replacements, (v)
access to our support team and coverage for certain covered repairs (as described in Section 4
below), (vi) use of the Mobile App, and (vii) additional gifts, offers, credits, and other benefits
we may provide at our discretion ((i)–(vii) collectively, the “Matic Membership”). We may
update or change details of the Matic Membership subscription at our sole discretion upon notice to
- Automatic Membership Renewal. Once activated, the Matic Membership will continue indefinitely
until terminated in accordance with Section 3.4 below. After your Initial Membership Term, and again
after any subsequent membership period, the Matic Membership will automatically renew on the first
day following the end of such period (each a “Renewal Commencement Date”) and continue for an
additional equivalent period, at Matician’s then-current price for your membership package. You
agree that the Matic Membership will be subject to this automatic renewal feature unless you cancel
the Matic Membership prior to the Renewal Commencement Date in accordance with the cancellation
procedures set forth in Section 3.4 below.
- Matic Membership Fees. Your Matic Membership includes enrollment in an ongoing and
recurring payment plan. By activating the Matic Membership, you authorize Matician to charge
your Payment Provider at the time of activation, and again at the beginning of any subsequent
membership period, unless and until you cancel by following the instructions in Section 3.4 below.
You will make your first membership fee payment at the time you activate the Matic Membership, but
your first billing period will begin on the earliest of (i) the date the Matic is delivered to your
designated address, (ii) the date the Matic is paired to your Account, or (iii) thirty (30) days
after the Matic is shipped (the “Billing Period Start Date”). The amount of your membership
payment and your selected membership package will be displayed via our Services at the time you
activate the Matic Membership, along with any other fees or charges immediately due. Your Matic
Membership will be a monthly membership plan and you will be billed annually on the same day as your
Billing Period Start Date, or if no such date exists, on the last day of the month. Please note that
you may cancel your Matic Membership at any time by following the instructions described in Section
3.4 below. You agree to pay, and authorize us to automatically charge, the membership fees and
any taxes we determine are applicable to your designated Payment Provider at the start of every
new billing period, until the Matic Membership is canceled or terminated in accordance with
these Terms. Upon renewal of the Matic Membership, if Matician does not receive payment from
your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b)
you agree that Matician may suspend the benefits of your Matic Membership and continue to attempt to
charge your Payment Provider until payment is received or until you return the Matic to Matician in
accordance with the instructions provided in Section 3.4 below (upon receipt of payment, the
benefits of your Matic Membership will be reactivated).
We reserve the right to change membership fees at any time in our sole discretion upon notice
to you. If the amount of your membership fees is going to change (other than a change in taxes),
we will notify you of the new amount to be charged and the date of the charge in advance. If you
do not want to pay the new membership fees, you must begin the cancellation process at least
twenty-four (24) hours before the Renewal Commencement Date and complete the cancellation
process described in Section 3.4 below within the Return Window (as defined in Section 3.4
below).If the Matic is not returned within the Return Window, you will be charged the new
amount each billing period until you return the Matic.
- Cancellation. You may request that your Matic Membership be canceled at any time using the
“Account” section of our Website or by contacting our support team at firstname.lastname@example.org. However, please note that cancellation
of the Matic Membership is only effective once every Matic sent to you has been returned or
picked up by our shipping partner to be returned. If you begin the cancellation process, you
will have 30 days from the day you began the process (the “Return Window”) to
return any Matic(s) in your possession, and we will postpone charging the applicable membership fee
due during the Return Window. If you return the Matic(s) in the Return Window, we will waive such
applicable membership fee. If, through no fault of ours or our shipping partners’, at the end of the
Return Window the Matic(s) has not been returned, the Matic Membership will remain active, you will
be charged the applicable membership fee payment postponed during the Return Window, and you will
continue to be charged membership fee payments at the current rate on your existing payment schedule
until the Matic(s) has been returned. If the Matic is lost, stolen, or otherwise cannot be
returned, you agree you will (i) contact our support team immediately at email@example.com, and (ii) pay the full
replacement cost of the applicable Matic. You must notify us of your intent to cancel the
Matic Membership at least twenty-four (24) hours before the end of your current billing period to
begin the Return Window; otherwise, you will be charged as scheduled. For clarity, if you fail to
return the Matic(s) within the Return Window and complete the membership cancellation process as
described above, you will not be eligible to receive an additional Return Window grace period.
Once your cancellation has been processed in accordance with the foregoing instructions, we will
issue you a refund of any fees you have paid for Services not yet rendered as of the
cancellation effective date, prorated on a monthly basis,
less any outstanding charges (including but not limited to damage
to the Matic beyond normal wear and tear). Such refund will be issued to the payment method
you used to pay the applicable refundable fees.
- Payment Method. You agree to pay all fees or charges to your Account in accordance with the
fees, charges and billing terms in effect at the time a fee or charge is due and payable in
accordance with the Services. You must provide Matician with a valid credit card (Visa, MasterCard,
or any other issuer accepted by us) or a Google Pay or Apple Pay account (each, a “Payment
Provider”) as a condition to being placed on the waiting list for a Matic or subscribing to
a Matic Membership. Your agreement with the applicable Payment Provider governs your use of your
designated payment method, and you must refer to that agreement, not this Agreement, to determine
your rights and liabilities. By providing Matician with a Payment Provider and associated payment
information, you agree that Matician is authorized to immediately invoice your Account for all fees
and charges as they become due and payable and that no additional notice or consent is required. You
agree to immediately notify Matician of any change in your billing address or Payment Provider to be
used for payment hereunder.
- Taxes. The payments required hereunder do not include any Sales Tax that may be due in
connection with the Services. If Matician determines it has a legal obligation to collect a Sales
Tax from you in connection with the Agreement, Matician may collect such Sales Tax in addition to
the payments required under Sections 2.1 and 3.3. If any services or products, or payments for any
services or products, under the Agreement are subject to any Sales Tax in any jurisdiction and you
have not remitted the applicable Sales Tax to Matician, you will be responsible for the payment of
such Sales Tax and any related penalties or interest to the relevant tax authority, and you will
indemnify Matician for any liability or expense Matician may incur in connection with such Sales
Taxes. Upon Matician’s request, you will provide us with official receipts issued by the appropriate
taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of
this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales
proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction
does not otherwise impose a sales or use tax. Additionally, you agree to make all payments of fees
to Matician free and clear of, and without reduction for, any withholding taxes. Any such taxes
imposed on payments of fees to Matician will be your sole responsibility, and you will provide
Matician with official receipts issued by the appropriate taxing authority, or such other evidence
as we may reasonably request, to establish that such taxes have been paid.
- Billing Errors. In the event of a billing error, we reserve the right to correct the error
and revise your payment accordingly, which may include charging the correct price.
- No Refunds. Except as otherwise expressly described by this Agreement, all fees for the
Services are non-refundable.
- Late Payments. If we do not receive a payment you owe us under these Terms by the date such
payment comes due (including but not limited to any failure by a Payment Provider to honor any
charge), which may be after the Matic Membership or Account is terminated, we will attempt to notify
you and will make additional attempts to charge your designated Payment Provider. Late or missed
payments will not change your billing period or other scheduled payments.
- Promotional Credits. We may choose, at our sole discretion, to offer promotions or credits
for the Services in various ways, including but not limited to, coupons, credits, and promotional
campaigns (“Promotional Credits”). To qualify for and receive any Promotional Credits, you
must meet the requirements indicated in the applicable Promotional Credits offer. Unless otherwise
indicated in the terms of the credit offer, Promotional Credits can only be used to offset your
subsequent Matic Membership fee payments. To the extent that you have been awarded Promotional
Credits, unless the offer states a different expiration date, credits will expire and no longer be
redeemable twelve (12) months from the date the applicable Promotional Credit was issued. All offers
are subject to availability. We may, in our sole discretion, modify or cancel a Promotional Credit
offer at any time.
Under no circumstances can Promotional Credits offset the amount due for the Matic Membership
fees, or other amounts owed, by more than the amount then owed. If Promotional Credits are applied
to a payment that later qualifies for a refund, the maximum refund you may receive is the amount you
actually paid. Under no circumstances will a refund be made for the cash value or cash equivalent of
previously applied Promotional Credits. Promotional Credits are issued for promotional purposes
only; they have no cash value and may not be exchanged for cash or cash equivalents.
Promotional Credits can only be used by you, are non-transferable, and may not be auctioned, traded,
copied, bartered, modified, or sold. We may alter the terms and conditions applicable to any
Promotional Credits at any time and for any reason.
- Delivery. You must follow instructions we provide to receive the Matic. You bear all risk of
loss for the Matic once it has been delivered to the address you’ve provided Matician. You agree to
promptly inspect the Matic once it has been delivered and to notify us immediately at firstname.lastname@example.org if you find any damage. If you fail to
notify us of any damage upon receipt, you agree the Matic was damage-free when delivered.
- Safety. Prior to using the Matic for the first time, you must complete our onboarding
procedures and review any safety warnings and instructions we provide, including the warnings and
instructions identified in our safety card. You agree to always follow these warnings and
instructions while using a Matic.
- Setup and Use. You are responsible for the setup and use of the Matic in accordance with the
instructions we provide, including those described in the user manual. You may only use the Matic
with accessories provided by us (for example, HEPA bags) and in accordance with our instructions,
including any instructions provided by our support team. You are responsible for obtaining a
reliable wireless internet connection at the place in which the Matic is located, and you
acknowledge the Services may be subject to malfunctions and delays inherent in the use of the
internet. You agree that you will not give or lend the Matic to anyone else. You agree to protect
the Matic against damage, tampering, theft, and misuse, and agree to notify our support team at email@example.com immediately if the Matic is lost, damaged,
or stolen. If the Matic is stolen, you agree to file available insurance claims, cooperate with us
on any insurance claims we make, and remit to us any proceeds you receive from an insurance claim on
- Consumable Accessories. As long as the Matic Membership is active, we will provide unlimited
refills on consumables needed to operate and maintain the Matic, including HEPA bags, brush rolls,
and mop rolls to the mailing address you’ve last associated with your Account. You agree to replace
such consumable accessories in accordance with the schedule and instructions set forth in the user
- Limited Warranty; Maintenance or Replacement. Matician warrants that the Matic will
materially conform to the documentation provided to you, including the user manual, and that the
Matic will function as described therein when operated in accordance with the applicable user
instructions (the “Membership Warranty”). Notwithstanding the foregoing, you acknowledge that
the Matic may incorporate neural network (“NN”) and artificial intelligence (“AI”)
components, and that such components may not always behave as expected or produce the desired
outcomes. Matician does not warrant the infallibility of the NN and AI components and shall not be
held responsible for any deviations from expected behavior arising from these components. You agree
to notify Matician promptly upon discovery of any error, malfunction, or damage to the Matic at firstname.lastname@example.org. Subject to your compliance with all
instructions provided by us, including any instructions provided by our support team, Matician will
maintain, repair, or replace (each, at our sole discretion) any Matic which does not materially
conform to the Membership Warranty. Without limiting the foregoing, you are responsible for any
repair or replacement costs for any damage not covered by the Membership Warranty, including but
not limited to damage caused by or resulting from (i) any failure to follow all user
instructions provided by Matician, (ii) any neglect or failure to maintain the machine in
accordance with the documentation provided by Matician; (iii) negligence or intentional
misconduct by you or any third party while the Matic is in your possession. We retain sole
discretion in determining whether maintenance or replacement of a Matic is needed and whether
maintenance or replacement is covered by the Membership Warranty.
- Return. You must return the Matic and all accessories (unless we instruct otherwise) to us in
order to cancel the Matic Membership, if the Matic Membership is terminated for any reason, as
needed for maintenance or replacement, to receive an upgraded Matic or different model, for recall
advisories, or for other reasons as we may indicate. You agree to return the Matic in accordance
with the instructions we provide. If we send you a box to return the Matic but you do not complete
the return within the applicable Return Window, additional charges may apply if you need an
additional box to complete a return. If we instruct you to return a Matic, you must do so by the
date we specify. Your Matic Membership will not be canceled until all Matic(s) sent to you have
been returned or you have paid the applicable replacement fee.
- Exclusive Matician Ownership. You acknowledge that the Matic and all accessories are the
exclusive property of Matician. Any Matic and accessories we provide are rentals subject to
your having an active Matic Membership, and we retain ownership of the Matic and all accessories at
all times. Nothing (including payment of charges for unreturned, lost, stolen, or damaged
Matic(s)) will result in a sale of, or transfer of title to, any Matic. You agree not to
remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying any Services, or to make any modifications to the Matic which are
not authorized by us in writing.
- Matic Model; Upgrades. Your Matic may be a refurbished model with cosmetic imperfections. We
reserve the right to replace your Matic with a different Matic for any reason at any time upon
notice to you, and you agree to follow any steps we provide related to effecting such an exchange.
We may, from time to time, make upgraded versions of the Matic available, or choose to offer
additional Matic(s), accessories, or other services. If we indicate that an upgrade requires
payment of additional fees, and you elect to receive the upgrade, you are responsible for such
fees, including, if applicable, any recurring fees, in the amount indicated at the time you
elect to purchase the upgrade, including applicable taxes.
- Intellectual Property
- Ownership. The Services, including the text, graphics, images, photographs, videos,
illustrations, and other content contained therein, are owned by us or our licensors and are
protected under both United States and foreign laws. All rights in and to the Services, including,
but not limited to, any intellectual property rights in the firmware or software embedded in the
Matic, the Website, and our Mobile App or otherwise used to provide the Services, are reserved by us
or our licensors.
- Limited License; Updates. Subject to these Terms, you may use the Services for your own
personal use, and we grant you a non-exclusive, non-transferable, revocable limited license to
install copies of our Mobile App on mobile devices you own or control for use in connection with the
Matic Membership and Account. Software copies and updates to our Mobile App, and software and
firmware copies and updates to the Matic, are licensed and not sold to you personally in object code
form only (without making any modification thereto) on a non-exclusive, non-transferable, limited,
and revocable basis. You shall not take any action nor allow anyone else to take any action that
will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code
from the binary code of any portion of the Services. We may, from time to time, provide updates to
the Services. You authorize us to automatically install these updates without providing any
additional notice or receiving any additional consent from you. If you do not want those updates,
your sole and exclusive remedy is to stop using the Services. If we ask for your cooperation to
install any update, you must follow our instructions to promptly install such update. Any use of the
Services other than as specifically authorized by us, without our prior written permission, is
strictly prohibited and will immediately terminate the license granted herein.
- Feedback. You may voluntarily submit or otherwise communicate to us any questions, comments,
suggestions, ideas, or other feedback about us or our Services. You understand that we may use such
feedback for any purpose, commercial or otherwise, without restriction or acknowledgment or
compensation to you. You understand that we may treat feedback as nonconfidential.
- Trademarks. Matician’s name and all related stylizations, graphics, logos, service marks and
trade names used on or in connection with any Services are the trademarks of Matician and may not be
used without permission in connection with your, or any third-party, products or services.
Third-party trademarks, service marks and trade names that may appear on or in the Services are the
property of their respective owners.
- Service Restrictions
You will not, nor will you permit anyone else to: (i) use a Matic or any other portion of the Services
other than for their intended purpose; for any malicious, illegal, or unauthorized purpose; or in a
negligent, grossly negligent, or reckless manner; (ii) violate any applicable law, contract, intellectual
property right, or other third-party right, or commit a tort in connection with your use of the Services;
(iii) place the Matic (a) outside of your dwelling, (b) in an uncovered area, or (c) anywhere it is
reasonably likely to be damaged; (iv) license, sell, resell, rent, lease, transfer, assign, trade, barter,
distribute, host, or otherwise commercially exploit the Services, including a Matic, in any way; (v) copy,
reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as
expressly permitted by us or our licensors; (vi) make or allow others to make any aftermarket alterations or
modifications to the Matic, or otherwise tamper with the Matic; (vii) provide the Matic to anyone other than
us or our authorized agents for alteration, adjustment, or maintenance of any kind; (viii) intentionally
damage a Matic; (ix) modify our Services, remove any proprietary rights notices or markings, or otherwise
make any derivative works based upon our Services; or (x) engage in, encourage, or promote any activity that
violates this Agreement.
You agree to indemnify and hold Matician, its parents, subsidiaries, affiliates, officers, employees,
agents, partners, suppliers, and licensors (each, a “Matician Party” and collectively, the
“Matician Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable
attorneys’ fees) relating to or arising out of any and all of the following: (i) your use of any Services in
violation of the Agreement; (ii) your violation of any rights of another individual or entity; or (iii) your
violation of any applicable laws, rules or regulations. Matician reserves the right, at its own cost, to
assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which
event you agree to fully cooperate with Matician in asserting any available defenses. This provision does
not require you to indemnify any of the Matician Parties for any unconscionable commercial practice by such
party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression
or omission of any material fact in connection with any Services provided hereunder. You agree that the
provisions in this section will survive any termination of your Account, the Agreement and/or your access to
- Disclaimer of Warranties
- YOU AGREE THAT THE MATIC IS STILL IN DEVELOPMENT AND IS BEING PROVIDED TO YOU BEFORE IT IS AVAILABLE
FOR GENERAL COMMERCIAL RELEASE. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 5.5 HEREIN, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT
YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL
FAULTS. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 5.5 HEREIN, MATICIAN EXPRESSLY DISCLAIMS ALL
WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
- MATICIAN MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR
REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
(3) ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MATICIAN OR THROUGH THE SERVICES
WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- From time to time, Matician may offer new “beta” features or tools with which its users may
experiment. Such features or tools are offered solely for experimental purposes and without any
warranty of any kind, and may be modified or discontinued at Matician’s sole discretion. The
provisions of this section apply with full force to such features or tools.
- Limitation of Liability
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED
BY LAW, IN NO EVENT SHALL THE MATICIAN PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA,
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF
PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH
CASE WHETHER OR NOT MATICIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR
IN CONNECTION WITH THE AGREEMENT ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY
SHALL NOT APPLY TO LIABILITY OF A MATICIAN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A
MATICIAN PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR FOR (ii) ANY INJURY CAUSED BY A MATICIAN
PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, THE MATICIAN PARTIES WILL NOT BE
LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO MATICIAN BY YOU DURING THE THREE (3)-MONTH
PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR THE REMEDY OR
PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL
NOT APPLY TO LIABILITY OF A MATICIAN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A MATICIAN
PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR FOR (ii) ANY INJURY CAUSED BY A MATICIAN PARTY’S FRAUD
OR FRAUDULENT MISREPRESENTATION.
- Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY
NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN MATICIAN AND YOU.
- ARBITRATION AGREEMENT. Please read this Section 11 (sometimes referred to herein as this “Arbitration
Agreement”) carefully. It is part of your agreement with Matician and affects your rights. It contains
procedures for MANDATORY BINDING ARBITRATION.
- Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement,
you and Matician agree that any dispute, claim, disagreements arising out of or relating in any way
to your access to or use of the Website, any communications you receive from Matician, or the
Agreement and prior versions of the Agreement, including claims and disputes that arose between us
before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding
arbitration, rather than in court, except that: (1) you and Matician may assert claims or seek
relief in small claims court if such claims qualify and remain in small claims court; and (2) you or
Matician may seek equitable relief in court for infringement or other misuse of intellectual
property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and
patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that
arose or involve facts occurring before the existence of this or any prior versions of the Agreement
as well as claims that may arise after the termination of this Agreement.
- Informal Dispute Resolution. There might be instances when a Dispute arises between you and
Matician. If that occurs, Matician is committed to working with you to reach a reasonable
resolution. You and Matician agree that good faith informal efforts to resolve Disputes can result
in a prompt, low-cost and mutually beneficial outcome. You and Matician therefore agree that before
either party commences arbitration against the other (or initiates an action in small claims court
if a party so elects), we will personally meet and confer telephonically or via videoconference, in
a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement
(“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel
may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to
initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within
forty-five (45) days after the other party receives such Notice, unless an extension is mutually
agreed upon by the parties. Notice to Matician that you intend to initiate an Informal Dispute
Resolution Conference should be sent by email to email@example.com or regular mail to our offices
located at 339 Bernardo Avenue, Suite 100, Mountain View, CA 94043. The Notice must include: (1)
your name, telephone number, mailing address, and email address (if you have one); (2) the name,
telephone number, mailing address and email address of your counsel, if any; and (3) a description
of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate
conference must be held each time either party initiates a Dispute, even if the same law firm or
group of law firms represents multiple users in similar cases, unless all parties agree; multiple
individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution
Conference unless all parties agree. In the time between a party receiving the Notice and the
Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the
parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging
in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be
fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines
shall be tolled while the parties engage in the Informal Dispute Resolution Conference process
required by this section.
- Waiver of Jury Trial. YOU AND MATICIAN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS
TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Matician are instead
electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except
as specified in Section 11.1 (Applicability of Arbitration Agreement). There is no judge or jury in
arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class and Other Non-Individualized Relief. YOU AND MATICIAN AGREE THAT, EXCEPT AS
SPECIFIED IN SECTION 11.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS
AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO
HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE,
REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN
ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief
only in favor of the individual party seeking relief and only to the extent necessary to provide
relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor
shall it, affect the terms and conditions under Section 11.9. Notwithstanding anything to the
contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject
to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable
as to a particular claim or request for relief (such as a request for public injunctive relief), you
and Matician agree that that particular claim or request for relief (and only that particular claim
or request for relief) shall be severed from the arbitration and may be litigated in the state or
federal courts located in San Francisco, California. All other Disputes shall be arbitrated or
litigated in small claims court. This subsection does not prevent you or Matician from participating
in a class-wide settlement of claims.
- Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and
notwithstanding any other provision herein with respect to the applicable substantive law, the
Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of
this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution
Conference described above does not resolve satisfactorily within sixty (60) days after receipt of
your Notice, you and Matician agree that either party shall have the right to finally resolve the
Dispute through binding arbitration. The arbitration will be administered by the American
Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the
“AAA Rules”) then in effect, except as modified by this section of this Arbitration
Agreement. The AAA Rules are currently available at
A party who wishes to initiate arbitration must provide the other party with a request for
arbitration (the “Request”). The Request must include: (1) the name, telephone number,
mailing address, e-mail address of the party seeking arbitration and the account username (if
applicable) as well as the email address associated with any applicable account; (2) a statement of
the legal claims being asserted and the factual bases of those claims; (3) a description of the
remedy sought and an accurate, good-faith calculation of the amount in controversy in United States
Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as
described above; and (5) evidence that the requesting party has paid any necessary filing fees in
connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include
counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign
the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge,
information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the
Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay,
or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal
contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or
reversing existing law or for establishing new law; and (3) the factual and damages contentions have
evidentiary support or, if specifically so identified, will likely have evidentiary support after a
reasonable opportunity for further investigation or discovery.
Unless you and Matician otherwise agree, or the Batch Arbitration process discussed in Section
11.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the
AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the
parties, consistent with the expedited nature of the arbitration. If the AAA is not available to
arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA
fees and costs will be solely as set forth in the applicable AAA Rules.
You and Matician agree that all materials and documents exchanged during the arbitration
proceedings shall be kept confidential and shall not be shared with anyone except the parties’
attorneys, accountants, or business advisors, and then subject to the condition that they agree to
keep all materials and documents exchanged during the arbitration proceedings confidential.
- Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to
practice law in the state of California and will be selected by the parties from the AAA’s roster of
consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within
thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in
accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 11.9 is
triggered, the AAA will appoint the arbitrator for each batch.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any
Dispute, including, without limitation, disputes arising out of or related to the interpretation or
application of the Arbitration Agreement, including the enforceability, revocability, scope, or
validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the
following: (1) all Disputes arising out of or relating to Section 11.4, including any claim that all
or part of Section 11.4 is unenforceable, illegal, void or voidable, or that Section 11.4 has been
breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except
as expressly contemplated in Section 11.9, all Disputes about the payment of arbitration fees shall
be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes
about whether either party has satisfied any condition precedent to arbitration shall be decided
only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which
version of the Arbitration Agreement applies shall be decided only by a court of competent
jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any
other matters or joined with any other cases or parties, except as expressly provided in Section
11.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any
Dispute. The arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the calculation of any
damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the
arbitration award may be entered in any court having jurisdiction.
- Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in
arbitration unless the arbitrator finds that either the substance of the Dispute or the relief
sought in the Request was frivolous or was brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Matician need to invoke the
authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an
order compelling arbitration in such action shall have the right to collect from the other party its
reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an
order compelling arbitration. The prevailing party in any court action relating to whether either
party has satisfied any condition precedent to arbitration, including the Informal Dispute
Resolution Conference, is entitled to recover their reasonable costs, necessary disbursements, and
reasonable attorneys’ fees and costs.
- Batch Arbitration. To increase the efficiency of administration and resolution of
arbitrations, you and Matician agree that in the event that there are one hundred (100) or more
individual Requests of a substantially similar nature filed against Matician by or with the
assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day
period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in
batches of one hundred (100) Requests per batch (plus, to the extent there are less than one hundred
(100) Requests left over after the batching described above, a final batch consisting of the
remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution
of each batch as a single consolidated arbitration with one set of filing and administrative fees
due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by
the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or
relate to the same event or factual scenario and raise the same or similar legal issues and seek the
same or similar relief. To the extent the parties disagree on the application of the Batch
Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole
standing arbitrator to determine the applicability of the Batch Arbitration process
(“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the
Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such
procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees
shall be paid by Matician.
You and Matician agree to cooperate in good faith with the AAA to implement the Batch
Arbitration process including the payment of single filing and administrative fees for batches of
Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1)
the appointment of a discovery special master to assist the arbitrator in the resolution of
discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class,
collective and/or mass arbitration or action of any kind, or arbitration involving joint or
consolidated claims under any circumstances, except as expressly set forth in this provision.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration
Agreement by sending written notice of your decision to opt out to: 339 Bernardo Avenue, Suite 100,
Mountain View, CA 94043 within thirty (30) days after first becoming subject to this Arbitration
Agreement. Your notice must include your name and address, the email address provided to Matician
(if applicable), and an unequivocal statement that you want to opt out of this Arbitration
Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will
continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other
arbitration agreements that you may currently have, or may enter in the future, with us.
- Invalidity, Expiration. Except as provided in Section 11.4, if any part or parts of this
Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific
part or parts shall be of no force and effect and shall be severed and the remainder of the
Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute
that you have with Matician as detailed in this Arbitration Agreement must be initiated via
arbitration within the applicable statute of limitation for that claim or controversy, or it will be
forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to
such arbitration in the same manner as those statutes of limitation would apply in the applicable
court of competent jurisdiction.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that
if Matician makes any future material change to this Arbitration Agreement, we will notify you.
Unless you reject the change within thirty (30) days of such change become effective by writing to
Matician at 339 Bernardo Avenue, Suite 100, Mountain View, CA 94043, your continued use of the
Website, including the acceptance of products and services offered on the Website following the
posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.
Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the
Arbitration Agreement if you have previously agreed to a version of this Agreement and did not
validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement,
and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any
way to your access to or use of the Website, any communications you receive, any products sold or
distributed through the Website or this Agreement, the provisions of this Arbitration Agreement as
of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement)
remain in full force and effect. Matician will continue to honor any valid opt outs of the
Arbitration Agreement that you made to a prior version of this Agreement.
- Accessing and Downloading the Mobile App from iTunes. The following applies to any App Store Sourced
Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Agreement is concluded between you and Matician only, and not
Apple, and (ii) Matician, not Apple, is solely responsible for the App Store Sourced Application and
content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support
services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable
warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced
Application to you and to the maximum extent permitted by applicable law, Apple will have no other
warranty obligation whatsoever with respect to the App Store Sourced Application. As between
Matician and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable
to any failure to conform to any warranty will be the sole responsibility of Matician.
- You and Matician acknowledge that, as between Matician and Apple, Apple is not responsible for
addressing any claims you have or any claims of any third party relating to the App Store Sourced
Application or your possession and use of the App Store Sourced Application, including, but not
limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application
fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection or similar legislation.
- You and Matician acknowledge that, in the event of any third-party claim that the App Store Sourced
Application or your possession and use of that App Store Sourced Application infringes that third
party’s intellectual property rights, as between Matician and Apple, Matician, not Apple, will be
solely responsible for the investigation, defense, settlement and discharge of any such intellectual
property infringement claim to the extent required by the Agreement.
- You and Matician acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party
beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and
that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right
(and will be deemed to have accepted the right) to enforce the Agreement as related to your license
of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Agreement, you must comply with all applicable third-party
terms of agreement when using the App Store Sourced Application.
- General Provisions
- Governing Law. Any dispute, claim or request for relief relating in any way to your use of
the services will be governed and interpreted by and under the laws of the state of California,
consistent with the Federal Arbitration Act, without giving effect to any principles that provide
for the application of the law of any other jurisdiction. The United Nations Convention on Contracts
for the International Sale of Goods is expressly excluded from this Agreement.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate
litigation in a court, both you and Matician agree that all claims and disputes arising out of or
relating to the Agreement will be litigated exclusively in the state or federal courts located in
San Francisco, California.
- Electronic Communications. The communications between you and Matician may take place via
electronic means, whether you visit the Services or send Matician emails, or whether Matician posts
notices on the Services or communicates with you via email. For contractual purposes, you (i)
consent to receive communications from Matician in an electronic form; and (ii) agree that all terms
and conditions, agreements, notices, disclosures, and other communications that Matician provides to
you electronically satisfy any legal requirement that such communications would satisfy if it were
to be in writing. The foregoing does not affect your statutory rights, including but not limited to
the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned,
subcontracted, delegated or otherwise transferred by you without Matician’s prior written consent,
and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing
will be null and void.
- Force Majeure. Matician shall not be liable for any delay or failure to perform resulting
from causes outside its reasonable control, including, but not limited to, acts of God, pandemics,
war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents,
strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect
to the Services, please contact us at: firstname.lastname@example.org. We will do our best to address your
concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us
know for further investigation.
- Choice of Language. It is the express wish of the parties that the Agreement and all related
documents have been drawn up in English.
- Notice. Where Matician requires that you provide an email address, you are responsible for
providing Matician with your most current email address. In the event that the last email address
you provided to Matician is not valid, or for any reason is not capable of delivering to you any
notices required/permitted by the Agreement, Matician’s dispatch of the email containing such notice
will nonetheless constitute effective notice. You may give notice to Matician at the following
address: 339 Bernardo Avenue, Suite 100, Mountain View CA 94043. Such notice shall be deemed given
when received by Matician by letter delivered by nationally recognized overnight delivery service or
first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will
not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of the Agreement is held invalid or unenforceable, that portion
shall be construed in a manner to reflect, as nearly as possible, the original intention of the
parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer any Services except as
authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any
other applicable laws. In particular, but without limitation, the Services may not be exported or
re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied
Person’s List or Entity List. By using the Services, you 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. You also will not use the Services for any
purpose prohibited by U.S. law, including the development, design, manufacture or production of
missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services
or technology provided by Matician are subject to the export control laws and regulations of the
United States. You shall comply with these laws and regulations and shall not, without prior U.S.
government authorization, export, re-export, or transfer Matician products, services or technology,
either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report
complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N
112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior discussions between
the parties with respect to such subject matter.