These Terms of Service (“Terms”) apply to your (“you” or “your”) use of Matterbase’s visual curation platform, mobile apps and desktop applications (the “Service”). By accessing and using the Service, you agree that these terms will become a legally binding agreement between you and Matterbase Group Limited identified in these Terms (“Matterbase”). These Terms are effective on the date they are published on our Service.
Matterbase is a visual curation platform that empowers people to source material and design moodboards virtually. When you use the Service, you’ll have access to a variety of materials provided by Matterbase and their brand partners to use in your designs (“Licensed Content”). You also have the option to upload your own content (“User Content”), such as images and files, which you have full control and responsibility over. You can use Licensed Content, your User Content, and tools available in Matterbase to create your Designs.
The Service is made available on Matterbase.com, mobile apps, desktop applications, and in other forms provided or made available by Matterbase.
Your use of the Service is subject to the following:
You agree not to upload content, create designs, or use Matterbase, directly or indirectly, in any manner that: Promotes or creates a risk of physical or mental harm, emotional distress, death, disability, or disfigurement to yourself, any person, or animal; Promotes or creates a risk of harm, loss, or damage to any property;Seeks to harm or exploit children;Is harassing, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, libelous, or threatening; Discriminates, incites, or promotes discrimination against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis;Is sexually explicit or pornographic in nature or contains links to such material; Involves the sale or promotion of illegal activities, products, or services;Is fraudulent or promotes fraudulent activity; Violates the rights of any individual or third party, including their intellectual property and data privacy rights; Contains any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties;Contains any information or disinformation that is false, deceptive, or misleading or otherwise promotes, endorses, encourages, or facilitates the spread of false information; Violates any applicable law or promotes activities that are illegal in nature; Threatens or undermines democratic processes or institutions. By using the Service you acknowledge and agree to Matterbase’s Privacy Policy.
Matterbase reserves the right to remove User Content that violates the Content Use Agreement, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment.
You may use the Service only if you can form a binding contract with Matterbase and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.
If you sign up for the Service on behalf of an organization using an email address provided by your employer or another organization, (i) you represent and warrant that you are an authorized representative of that entity with authority to bind that entity to these Terms; (ii) your use of the Service will bind that entity to these Terms; and (iii) These terms may vary depending on where you live, but in any case, you must be at least 13 years old to use Matterbase.
Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).
Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Matterbase reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. You may not allow any other party to access or use the Service with your unique username, password, and / or other security code. Matterbase cannot and will not be liable for any loss or damage arising from your failure to comply with the above. In consideration for our granting you access to and use of the Service, you agree that Matterbase and our third-party providers and partners may place advertising on the Service or in connection with the display of User Content or information from the Services whether submitted by you or others. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of X, its users and the public. We do not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.
Matterbase does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.
You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.
Matterbase’s Privacy Policy describes how Matterbase collects, uses, transfers, discloses and stores your personal data.
You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Matterbase, you own all right, title and interest in and to your User Content. You grant Matterbase a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant Matterbase a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design available. When you upload content to Matterbase, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your designs.
Your Designs may include a combination of User Content and Licensed Content. While you retain ownership of your User Content, any use of Designs containing Licensed Content are subject to the applicable terms of the Content Use Agreement .We never own your designs, but there may be certain restrictions depending on the types of Matterbase provided content you’ve included in your designs.
You may publish or share Designs with others within the Service, via a Third Party Service, or via a link. Matterbase maintains no responsibility in relation to such sharing of Designs and Matterbase’s enablement of such activity or the Service’s performance of actions to publicly share Designs at your instruction shall not be considered a violation of any of Matterbase’s obligations under these Terms.There are a number of ways to share your designs with the world. You’re responsible for who you share them with and how you do it.
Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Matterbase and its licensors. You assign to Matterbase any suggestions, ideas, enhancement requests, or other feedback you provide to Matterbase relating to the Service or Matterbase products. Matterbase owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.
We get great ideas about how to improve Matterbase from our users. If you share feedback or ideas with us, you’re letting us use that information to improve Matterbase, and we own any of those improvements we make.
The Services are Available "AS-IS"
Your access to and use of the Services or any User Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Matterbase refers to its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, Matterbase disclaim all warranties and conditions, whether express Matterbase make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any User Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service or any User Content; (iii) the deletion of, or the failure to store or to transmit, any User Content and other communications maintained by the Service; and (iv) whether the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Matterbase or through the Service, will create any warranty or representation not expressly made herein.
All materials, branded products and virtual samples are digital representations of their original form. Due to differences in monitors and technical factors, paint colors represented are approximations and not exact matches. This digital representation of color should only be considered a guide. Please refer to actual swatches for true color.
You may elect to use the Service in conjunction with third-party websites, platforms or apps. Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Matterbase makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services. Within Matterbase, you can use apps created by third parties. Those apps might have their own set of terms that apply to you and because the apps were created by third parties, we can’t be responsible for them.
You agree, to the extent permitted by law, to defend, indemnify and hold harmless Matterbase and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content. If Matterbase suffers harm due to your content or your violation of these Terms, or if someone tries to hold Matterbase responsible for your content or your violations, you’ll be responsible for any costs incurred by Matterbase and defending Matterbase.
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 EURO or (ii) the subscription fees paid by you to Matterbase during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’Matterbase is not responsible for, and assumes no liability for, the contents of User Content. These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Matterbase’s free offering, when your account is deleted or terminated.
If Matterbase, in its reasonable discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, Matterbase’s Acceptable Use Policy, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Matterbase may take one or more of the following actions: (i) delete the prohibited User Content or Designs; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Designs to appropriate government authorities.If you break the rules, we have the right to remove you and everything in your account from the Service.
In the event of termination of your subscription for cause due to default by Matterbase, Matterbase shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your Designs, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of Your Subscription. User Content included in any shared Design will continue to available within that Design even after the expiration of Your Subscription. Unless your account was terminated due to a Violation, you can download or export your User Content and Designs using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Matterbase Service unless you receive Matterbase’s written permission.
Sections titled “Term and Termination,” “Intellectual Property,” “Limitation of Liability,” “Indemnification,”and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Matterbase agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.
These Terms will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without regard to its conflict of laws provisions.
The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Matterbase from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
If you have a dispute arising out of these Terms, contact us and we’ll attempt to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and Matterbase each agree to resolve any claim, dispute, or controversy (excluding any Matterbase claims for injunctive or other equitable relief) arising out of or in connection with these Terms (collectively, “Claims”), by binding arbitration in accordance with the HKIAC Arbitration Rules as at present in force and as may be amended by the rest of this Clause:The appointing authority shall be Hong Kong International Arbitration Centre (hereinafter referred to as "HKIAC"); or alternatively, an appointing authority may be appointed by Matterbase at its sole and absolute discretion in any country which Matterbase considers as fit and appropriate. Any User(s) who are in dispute Matterbase acknowledge(s) and agree(s) that the choice of appointing authority nominated by Matterbase shall be final and conclusive. The place of arbitration shall be in Hong Kong at HKIAC; or alternatively, at any such arbitral body in any country as Matterbase considers fit and appropriate at its sole and absolute discretion. Any User(s) who are in dispute with Matterbase acknowledge(s) and agree(s) that the choice of the arbitral body and the place of arbitration nominated by Matterbase shall be final and conclusive. There shall be only one arbitrator. The language to be used in the arbitral proceedings shall be English. In the event of any breach of the Terms by any one party, the other party shall be entitled to remedies in law and equity as determined by arbitration.
You may not assign these Terms or any of your rights under these Terms without Matterbase’s consent except to any successor by way of a merger, acquisition, or change of control. Matterbase may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
If there is any conflict among (i) these Terms, (ii) specific terms of use appearing on the Services. (iii) Privacy Policy; and (iv)Content Use Agreement, and/or any specific terms and conditions of use in respect of any special events hosted by Matterbase, the latest shall prevail over other documents and then the following descending order of procedure shall apply:- (i) Privacy Policy; (ii) specific terms of use appearing on the Services; and (iii) the Terms of use, subject always to the express contrary provisions (if any) contained in the aforesaid documents.
The provisions of the Terms shall be enforceable independently of each other and the validity of each provision shall not be affected if any of the others is invalid. In the event any provision of the Terms is determined to be illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions of the Terms shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as part of the Terms and Conditions one or more provisions as similar in terms as may be legal, valid and enforceable under the applicable law.
Matterbase express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Matterbase’s ability to enforce any provision thereafter.
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on Matterbase.com. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
Matterbase may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Matterbase discontinues the Service you are using during your subscription, Matterbase will migrate or make available to you a substantially similar service provided by Matterbase (if available) and if it’s unable to do so, Matterbase will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.
These Terms and the terms and policies referenced herein constitute the entire agreement between you and Matterbase with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Matterbase, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.