Terms of Service

1. Acceptance of Terms

By accessing or using MatterCode software, services, websites, dashboards, or related offerings, you agree to these Terms of Service. If you do not agree, do not use the service.

2. Services

MatterCode provides industrial AI software, configuration, deployment, support, analytics, and related professional services. Services may include on-premise deployment, monitoring workflows, alerts, compliance tools, reporting, integrations, and model updates, depending on the applicable order form, statement of work, or commercial agreement.

3. Commercial Terms

• CapEx Fees: One-time charges may apply for setup, configuration, deployment, onboarding, integration, and related professional services.
• OpEx Fees: Recurring service fees may be billed monthly or quarterly, as stated in the applicable commercial agreement.
• No Automatic Deduction: MatterCode does not automatically debit subscription payments unless separately agreed in writing.
• Non-Payment / Cancellation: Customers may stop using the service by discontinuing payments, subject to any active contract term, notice requirement, unpaid invoices, or other agreed commercial obligations.
• Taxes: Fees are exclusive of applicable taxes, duties, and government charges unless stated otherwise.

4. Hardware and Third-Party Procurement

MatterCode does not manufacture, resell, or provide hardware unless expressly stated in a written agreement. Customers are responsible for purchasing required hardware, devices, networking, compute, storage, cameras, sensors, and related infrastructure directly from third-party vendors. MatterCode may recommend vendors or configurations for convenience, but all procurement, payment, delivery, warranty, and support obligations for such hardware remain between the customer and the applicable vendor.

5. Customer Responsibilities

• Provide accurate account, billing, and operational information.
• Maintain site readiness, infrastructure, connectivity, access permissions, and security controls required for deployment and operation.
• Use the service in compliance with applicable laws, regulations, contracts, and workplace policies.
• Ensure authorized personnel review alerts, outputs, and recommendations before taking operational action where human oversight is appropriate.
• Maintain backup procedures and business continuity plans appropriate for critical operations.

6. Acceptable Use

You may not use the service to:

• Violate law, regulation, or third-party rights.
• Interfere with platform security, integrity, or availability.
• Upload malicious code, attempt unauthorized access, or reverse engineer the service, except as prohibited by law.
• Use the service in a way that is fraudulent, unsafe, or misleading.

7. Data Ownership and Usage

As between the parties, the customer retains ownership of customer data provided to or generated through the customer's use of the service. MatterCode retains ownership of its software, models, documentation, workflows, aggregated service know-how, and other intellectual property.

MatterCode may use de-identified, aggregated, or operational metadata to maintain, secure, improve, and support the service, unless otherwise agreed in writing.

8. Privacy and Security

MatterCode will handle personal data and customer data in accordance with the Privacy Policy and applicable law. Where the deployment is on-premise, data is generally intended to remain within customer-controlled environments unless otherwise configured or agreed.

9. Confidentiality

Each party may receive confidential information from the other. The receiving party will use confidential information only as needed to perform under the parties' relationship and will protect it using reasonable care. Confidential information does not include information that is publicly available without breach, already known without duty of confidentiality, independently developed, or rightfully received from a third party.

10. Intellectual Property

MatterCode and its licensors retain all rights, title, and interest in and to the software, service, documentation, models, interfaces, trademarks, and related technology. Except for limited rights expressly granted, no license or other rights are transferred to the customer.

11. Service Levels and Support

Any support response times, uptime targets, maintenance commitments, model tuning obligations, or other service levels apply only if expressly stated in an order form, statement of work, SLA, or other written agreement. Unless otherwise stated, the service is provided on a commercially reasonable efforts basis.

12. Third-Party Services

The service may interoperate with third-party hardware, cloud services, messaging systems, identity providers, analytics tools, or other external systems. MatterCode is not responsible for third-party products or services, including their uptime, security, performance, pricing, or changes.

13. Warranties Disclaimer

Except as expressly stated in a written agreement, the service is provided "as is" and "as available." To the maximum extent permitted by law, MatterCode disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

14. Limitation of Liability

To the maximum extent permitted by law, MatterCode will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

To the maximum extent permitted by law, MatterCode's total aggregate liability arising out of or relating to the service will not exceed the amount paid by the customer to MatterCode for the service during the twelve months preceding the event giving rise to the claim.

15. Safety and Operational Decisions

MatterCode provides monitoring, analysis, alerts, and decision-support capabilities. The customer remains solely responsible for operational, compliance, safety, environmental, maintenance, employment, and emergency response decisions, including whether and how to act on system outputs.

16. Indemnification

The customer agrees to indemnify and hold harmless MatterCode and its officers, directors, employees, and affiliates from claims, losses, damages, liabilities, and expenses arising from the customer's misuse of the service, violation of law, breach of these terms, or infringement arising from customer data or customer-provided materials.

17. Termination

MatterCode may suspend or terminate access for non-payment, security risk, unlawful use, breach of these terms, or where continued service is not commercially feasible. Upon termination, rights to use the service end, but payment obligations, ownership provisions, disclaimers, confidentiality, and liability limitations survive to the extent applicable.

18. Governing Law and Jurisdiction

These terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising from or relating to these terms or the service shall be brought exclusively in the state or federal courts located in Delaware, and the parties consent to that jurisdiction and venue.

19. Changes to Terms

MatterCode may update these terms from time to time. Continued use of the service after an update becomes effective constitutes acceptance of the revised terms.

20. Contact

For questions regarding these Terms of Service, please contact MatterCode through the contact details provided on the website or in your commercial agreement.