Terms of Service
Effective date: November 15, 2023
Matter helps people use neuroscience to live longer, healthier, happier lives through our app, website, and community.
Terms
Throughout these Terms of Service, we’ll use certain capitalized words. Here’s what they mean.
Terms refers to — you’ve got it — these Terms of Service. We, Us, or Matter refer to Matter Neuroscience, Inc., dba Matter. Services refers to all the different ways you can interact with us: through our mobile app (the App) and through our website (the Website).
We refer to all the items you upload to the App, including images, videos, music, and text, as Content. The Memories you create in the App include your Content as well as your Memory Data. Your Memory Data includes the Emotion Ratings you input for each Memory and the Matter Score and Neurotransmitter Scores we algorithmically derive from your inputs. Your Data includes your Content and Memory Data, as well as the information that you give us and that we collect (as described in our Privacy Policy) as you use our Services.
These Terms govern your use of our Services, and by using our Services you agree to be bound both by these Terms and our Privacy Policy.
We may make changes to these Terms, for example if we change or enhance our Services or to better reflect changes in the law. If those changes materially affect your rights as a user of our Services, we’ll let you know either on the Website or through the App.
Using Matter’s Services
Matter is designed for adults, so you can only use our services if you’re at least 18 years old. When you use Matter’s Services, you may only do so in compliance with applicable law.
Using the Matter App does not require the creation of an account. You can read more about our data practices in our Privacy Policy.
When you download the App, and so long as you comply with these terms, Matter grants you a limited, nonexclusive, nontransferable, revocable license to use the App solely for accessing the Services for your personal, non-commercial use.
We may release products and versions of our Services that are still under development or while they’re being tested (Beta Services). Beta Services are made available to you so that we can collect user feedback, and when you use them you agree that we may contact you to collect such feedback.
Whether using the App, our Website, or Beta Services, we ask that you not take actions that will harm our services:
Don’t reverse engineer or decompile any of Matter’s Services.
Don’t mine, scrape, crawl, or spider any of the Services using any manual or automated software or device.
Don’t bypass any security measures we’ve put in place.
Don’t try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to Matter or another party.
Content and intellectual property
When you use the Matter App, you upload and input Content—things like photos, music, text, and videos. Your Content is encrypted before it’s sent to us and can only be decrypted on your device. This means we can never access or otherwise see or read your images, videos, text, or other Content. These Terms don’t give us any rights to your Content, except for the limited rights needed to provide the Services.
When you upload Content to Matter, you represent that you have the right to do so. Please don’t upload Content unless you have the right to do so.
Risks and responsibilities
Your Memories are only stored in places you control — your device and your iCloud account. You are responsible for backing them up and managing your devices and accounts.
Because we don’t store decrypted Content and Memory Data, we can’t do things like recover your account. If you lose access to all of your devices and your iCloud account, we cannot recover your Content. If you delete all the Content associated with Matter in your iCloud settings, we cannot recover it.
Protecting your App Content and Data
You can back up and restore your Content and Data in Settings in the Matter App.
Back up your Content and Data regularly. We recommend at least weekly, but backing up daily limits your loss to a single day. You are responsible for transferring and storing these backups in a secure and safe way. (E.g. do not email it, transfer it only to devices you trust, and store in a place others can’t access, ideally on an encrypted volume.)
You can also choose to use Apple’s Advanced Data Protection for iCloud.
Matter’s Services
Matter’s Services are protected by copyright, trademark, and other intellectual property rights. These Terms don’t grant you any right, title, or interest in the Services, or in Matter’s logos, trademarks, copyrights, trade dress or other intellectual property (Our Stuff). You agree that you won’t use, reproduce, download, copy, modify, distribute, transmit, publish, creative derivative works from, or attempt to commercialize Our Stuff, except related to your use of the Services as contemplated in these Terms.
Termination
You’re free to stop using Matter’s Services at any time. Matter reserves the right to suspend or terminate your use of our Services if we believe you’re in breach of these Terms or if your use of the Services would cause harm to Matter or to others.
Warranty disclaimer
We do our best to provide the best Services, but there are certain things we can’t guarantee. We provide our Services “as is” and “as available” and without warranty of any kind, express or implied. You use Matter’s Services at your own risk. TO THE FULLEST EXTENT PERMITTED BY LAW, MATTER DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM MATTER SHALL CREATE ANY WARRANTY.
Health disclaimer
*Please read this section carefully: Matter is not a substitute for medical advice or treatment.*
INFORMATION PROVIDED THROUGH THE SERVICES IS NOT PROVIDED AS, NOR SHOULD IT SUBSTITUTE FOR MEDICAL ADVICE. IF YOU ARE SEEKING MEDICAL ADVICE, YOU ARE URGED TO CONSULT WITH YOUR PHYSICIAN OR OTHER LICENSED HEALTHCARE PROFESSIONAL. IF YOU BELIEVE THAT YOU MAY HAVE A MEDICAL EMERGENCY, YOU SHOULD CONTACT YOUR PHYSICIAN IMMEDIATELY.
Nothing in the Services should be used in the diagnosis of any disease or health condition. For diagnosis of any disease or health condition, you should consult your physician or licensed healthcare professional.
Limitation of liability
WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR MATTER’S FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES.
IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, MATTER WON’T BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA, CONTENT, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT MATTER HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO $20 USD. THIS PROVISION DOES NOT APPLY TO EU CONSUMERS WHERE PROHIBITED BY APPLICABLE LAW.
Indemnification
If you do something that gets Matter sued, or breach these Terms, you agree to defend, indemnify, and hold Matter harmless from all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of Matter’s Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to this indemnification clause, in which case you agree that you’ll cooperate and help us in asserting any defenses.
Dispute resolution
If you have issues with Matter, we’d prefer to try and work things out before resorting to formal legal channels. You agree that you’ll make a good faith effort to resolve any dispute you have with us first by reaching out to us at support@matter.xyz. Our support team will respond to you personally so that we can try to resolve your issue.
If our attempts to resolve a dispute informally are unsuccessful, you and Matter agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, including threshold questions of arbitrability of the claim, by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in New York, NY, in the county where you reside, or in another location we agree to. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that Matter will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU 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.
To the extent any claim, dispute or controversy regarding Matter or our Services isn’t arbitrable under applicable laws or otherwise, you and Matter both agree that any claim or dispute regarding Matter or our Services will be brought in the state or federal courts of New York County, New York.
These Terms and Matter’s Services are governed by New York law without giving effect to its principles of conflicts of laws.
California residents
California Residents. If you are a California resident, in accordance with Cal. Civ. 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.
Miscellaneous
These Terms constitute the entire agreement between you and Matter with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. Our past, present, and future affiliates and agents can invoke our rights under this agreement in the event they become involved in a dispute with you. Otherwise, these Terms do not give rights to any third parties.
If we fail to enforce a provision of these Terms, this doesn’t constitute a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
You may not assign any of your rights under these Terms, and any attempt to do so will be void. Matter may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
Contact us
You can always reach out to us about Matter’s Services or with any questions about these Terms by email at happy@matter.xyz. Or write to us at Matter Neuroscience, 3200 Carbon Pl., Suite 101, Boulder, CO 80301-6135