Terms of Service

Last Modified: August 31, 2017

MATRIX LABS ("MATRIX LABS", "WE" OR "US")

TERMS OF SERVICE

THESE TERMS AND CONDITIONS (THE "TERMS") ARE A LEGAL CONTRACT BETWEEN YOU AND MATRIX LABS. THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: WWW.MATRIXLABS.AI AS WELL AS ALL ASSOCIATED SITES LINKED TO WWW.MATRIXLABS.AI BY MATRIX LABS, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE "SITE"). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO "SITE" INCLUDE THE CONTENT, SERVICES AVAILABLE THROUGH THIS SITE (THE "SERVICES") AND ANY SOFTWARE THAT MATRIX LABS PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE SITE FROM A MOBILE DEVICE (A "MOBILE APPLICATION") OR AN API, ENABLING YOU TO OBTAIN CERTAIN FUNCTIONALITY THROUGH YOUR DEVICE. BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.

Changes.

MATRIX LABS may make changes to the content and Services offered on the Site at any time. MATRIX LABS can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and by emailing notice of any such modifications to registered users of the Site who have provided a working e-mail address. By using this Site after MATRIX LABS has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

General Use.

By using this Site, you represent, acknowledge and agree that you are at least 18 years of age. If you are not at least 18 years old, you may not use the Site at any time or in any manner or submit any information to MATRIX LABS or the Site.

MATRIX LABS provides content through the Site and through the Services that is copyrighted and/or trademarked work of MATRIX LABS or MATRIX LABS’s third-party licensors and suppliers or other users of the Site (collectively, the "Materials"). Materials may include logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, MATRIX LABS hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your individual use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

Mobile Applications.

MATRIX LABS makes available Mobile Applications to access the Services via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. MATRIX LABS does not warrant that the Mobile Application will be compatible with your mobile device. MATRIX LABS hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your individual use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that MATRIX LABS may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and MATRIX LABS and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that MATRIX LABS provides to you designed for use on an Apple iOS-powered mobile device (an "iOS App"):

  • You acknowledge that these Terms are between you and MATRIX LABS only, and not with Apple, Inc. ("Apple").
  • Your use of MATRIX LABS’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • MATRIX LABS, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
  • You agree that MATRIX LABS, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
  • You agree that MATRIX LABS, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
  • You represent and warrant that (i) 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 (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of MATRIX LABS’s iOS App. 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 they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that MATRIX LABS provides to you designed for use on an Android-powered mobile device (an "Android App"):

  • You acknowledge that these Terms are between you and MATRIX LABS only, and not with Google, Inc. ("Google").
  • Your use of MATRIX LABS’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App. MATRIX LABS, and not Google, are solely responsible for MATRIX LABS’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to MATRIX LABS’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to MATRIX LABS’s Android App.

Geo-Location Terms.

The Services, the Mobile Application, and the API may include and make use of certain functionality and services provided by third-parties that allow MATRIX LABS to include maps, geocoding, places and other Content from Google, Inc. ("Google") as part of the Services (the "Geo-Location Services"). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth (http://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

Password Restricted Areas of this Site.

If you desire to register for an account with MATRIX LABS, you must submit the following information through the account registration page on the Site: First name, Last name, email, company name. Once you have submitted your account registration information, MATRIX LABS administrator shall have the right to approve or reject the requested registration, in MATRIX LABS administrator’s sole discretion. If your account is approved by MATRIX LABS administrator, you will be sent an e-mail that contains a password that will allow you to log-on to the Site using that password for the first time you log into your account on the Site to complete the account registration process.

You are responsible for maintaining the confidentiality of your password, and you are responsible for all activities that occur using your password. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify MATRIX LABS if your password on this Site is lost, stolen, if you are aware of any unauthorized use of your password on this Site or if you know of any other breach of security in relation to this Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting MATRIX LABS using the contact information at the end of these Terms requesting that we make the change.

If you register for a "beta account" or other pre-release version of the Site and/or the Services and Materials on the Site ("Beta Release"), you acknowledge and agree that the Beta Release may contain, in MATRIX LABS’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or Services that may be offered through the Site. You acknowledge and agree that any "beta account" will automatically convert to a commercial release version account upon the launch date of the Site and its Services to the public ("Public Launch Date"). If you do not desire to continue using the Site or its Services after the Public Launch Date, you may contact MATRIX LABS to delete your account in accordance with the terms and conditions governing deletion of personal information set forth in MATRIX LABS’sPrivacy Policy. While MATRIX LABS generally intends to distribute commercial release versions of the Site and the Services and Materials on the Site, MATRIX LABS reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by MATRIX LABS to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. MATRIX LABS SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

Hardware or Equipment. 

All purchases or leases of any hardware or equipment ("Equipment") from MATRIX LABS are subject to the Equipment Agreement ("Equipment Agreement") entered into by and between you and MATRIX LABS.

Subscriptions to Services.

If applicable, you agree to pay all fees or charges to your account based on the fees, charges, and billing terms described in your Equipment Agreement. If you do not pay on time or if MATRIX LABS cannot charge your credit card, PayPal or other payment method for any reason, MATRIX LABS reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms in addition to any and all remedies MATRIX LABS may have under the Equipment Agreement. You are expressly agreeing that MATRIX LABS is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your subscription order, and thereafter at regular intervals for the remainder of the subscription term and any renewal terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that MATRIX LABS may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Electronic Communications.

By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from MATRIX LABS. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with MATRIX LABS. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy.

Please review the MATRIX LABS Privacy Policy (the "Privacy Policy") which explains how we use information that you submit to MATRIX LABS.

The use of Geo-Location Services is subject to the terms of the then current Google privacy policy (http://www.google.com/privacy.html).

You agree to indemnify and hold MATRIX LABS and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) MATRIX LABS or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Proprietary Rights.

MATRIX LABS is a trademark of MATRIX LABS, LLC in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of MATRIX LABS, Copyright © 2015 MATRIX LABS, LLC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

The Mobile Application software that is provided to you through the Site and Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Intellectual Property Infringement.

MATRIX LABS respects the intellectual property rights of others, and we ask you to do the same. MATRIX LABS may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide MATRIX LABS’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit MATRIX LABS to locate the material.
  • Information reasonably sufficient to permit MATRIX LABS to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

MATRIX LABS’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

MATRIX LABS Compliance Department
1680 Michigan Ave #900
Miami Beach, FL 33139
Toll Free: (855) 236-6245
compliance@matrix.one

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to MATRIX LABS’s designated agent that includes all of the following information:

  1. Your physical or electronic signature;
  2. 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;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which MATRIX LABS may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

MATRIX LABS reserves the right, in its sole discretion, to terminate the account or access of any user of our SITE and/or Services who is the subject of repeated DMCA or other infringement notifications.

Disclaimer of Warranties.

Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by MATRIX LABS, and they may include inaccuracies or typographical or other errors. MATRIX LABS does not warrant the accuracy of timeliness of the Materials contained on this Site. MATRIX LABS has no liability for any errors or omissions in the Materials, whether provided by MATRIX LABS, our licensors or suppliers or other users.

MATRIX LABS, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE OR THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MATRIX LABS DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Limitation of Liability.

MATRIX LABS SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, USING OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL MATRIX LABS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF MATRIX LABS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

IF YOU HAVE PURCHASED A SUBSCRIPTION TO SERVICES, NEITHER MATRIX LABS NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID BY YOU TO MATRIX LABS UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

Local Laws; Export Control.

MATRIX LABS controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site or the Services outside the United States of America, you are responsible for following applicable local laws.

Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to MATRIX LABS, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and MATRIX LABS is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that MATRIX LABS is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

General.

MATRIX LABS prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by MATRIX LABS, may result in immediate termination of your access to this Site without prior notice to you. The Federal Arbitration Act, Florida state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Any disputes relating to these Terms or this Site will be heard in the courts located in Miami – Dade County in the State of Florida. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. MATRIX LABS’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and MATRIX LABS and supersede all prior or contemporaneous negotiations, discussions or agreements between you and MATRIX LABS about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by MATRIX LABS. If you have a question or complaint regarding the Site or Service, please contact Customer Service at info@matrixlabs.ai. You may also contact us by writing MATRIX LABS, 1680 Michigan Avenue, Suite 900, Miami Beach, Florida 33139. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Contact Us.

If you have any questions about these Terms or otherwise need to contact MATRIX LABS for any reason, you can reach us at

info@matrixlabs.ai
1680 Michigan Ave #900
Miami Beach, FL 33139
Toll Free: (855) 236-6245