1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Mataki Labs LLC, a Wyoming limited liability company (“Mataki,” “we,” “our,” or “us”), governing your access to and use of Mataki’s cloud-based software services, websites, APIs, and related documentation (collectively, the “Services”).
By creating an account, accessing the Services, or clicking “I agree” (or similar affirmation), you agree to be bound by these Terms, the Acceptable Use Policy, the Privacy Policy, the Cookie Policy, and the Data Processing Addendum, each of which is incorporated herein by reference.
If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not use the Services.
If you have executed a Master Services Agreement (MSA) with Mataki, the MSA governs your use of the Services and these Terms do not apply.
2. Accounts
2.1 Registration
To use the Services, you must create an account by providing accurate and complete information. You are responsible for maintaining the accuracy of your account information.
2.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials, including API keys, and for all activity that occurs under your account. You will immediately notify Mataki at security@mataki.dev of any unauthorized use of your account or any other breach of security.
2.3 Account Types
Individual Accounts. An account registered by a natural person for their own use.
Organization Accounts. An account representing a company or other entity, which may include multiple authorized users. The person who creates an Organization Account represents that they have authority to bind the organization to these Terms.
3. Services
3.1 Provision
Subject to these Terms, Mataki grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription period, solely for your internal business purposes in accordance with the Documentation.
3.2 Service Tiers
The Services are offered in multiple tiers (e.g., Starter, Scale, Enterprise), each with different features, usage limits, and pricing. The features and limits applicable to your tier are described on the applicable product pricing page at mataki.dev. Mataki reserves the right to modify tier features and limits upon thirty (30) days’ notice, provided that modifications to your current tier during your current subscription period will not materially diminish the functionality available to you.
3.3 Free Tier
Certain Services may be offered at a free tier (“Starter”). The free tier is provided as-is without service level commitments, guaranteed availability, or support obligations beyond community forums and documentation. Mataki reserves the right to modify, suspend, or discontinue the free tier at any time with thirty (30) days’ notice.
3.4 APIs
If the Services include API access, you may use the APIs solely to integrate the Services with your own applications in accordance with the Documentation, applicable rate limits, and the Acceptable Use Policy. API keys are confidential and must not be shared publicly or embedded in client-side code unless the Documentation expressly permits it.
3.5 Beta Services
Mataki may offer features or services designated as “beta,” “preview,” “early access,” or similar designations (“Beta Services”). Beta Services are provided for evaluation purposes only, may contain bugs or errors, and may be discontinued at any time without notice. Beta Services are provided “as-is” without warranties or service level commitments. Mataki may collect additional usage data from Beta Services to evaluate and improve them.
3.6 Modifications
Mataki may modify the Services from time to time. We will use commercially reasonable efforts to notify you of material changes in advance. If a modification materially diminishes the core functionality of a Service you are paying for during your current subscription period, you may terminate your subscription for that Service and receive a pro rata refund of prepaid fees for the unused portion.
3.7 Documentation
The Services include Documentation available at docs.mataki.dev. The Documentation describes the current features, functionality, and limitations of the Services and is updated from time to time.
4. Fees and Payment
4.1 Pricing
Fees for the Services are as published on the applicable pricing page at mataki.dev or as agreed in a separate order form. All Fees are denominated in United States Dollars (USD) unless otherwise specified.
4.2 Subscription Billing
Paid subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
4.3 Usage-Based Billing
Certain Services include usage-based components (e.g., API calls, events, storage, bandwidth). Usage-based fees are billed in arrears based on actual consumption during the preceding billing period. Current usage is visible in your account dashboard.
4.4 Payment Method
You authorize Mataki (or its payment processor) to charge your payment method for all applicable Fees. You are responsible for maintaining a valid payment method on file.
4.5 Taxes
Fees are exclusive of all taxes, levies, and duties. You are responsible for all taxes associated with your purchase, except for taxes based on Mataki’s net income.
4.6 Overdue Payments
If any payment is overdue, Mataki may: (a) charge interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less; (b) suspend access to the Services until payment is received; or (c) terminate your account upon thirty (30) days’ written notice if payment remains overdue.
4.7 Refunds
Prepaid fees are non-refundable except: (a) as expressly provided in these Terms (e.g., Section 3.6); (b) where required by applicable law; or (c) at Mataki’s sole discretion.
4.8 Fee Changes
Mataki may change its pricing at any time. Price changes take effect at the start of your next billing period. We will provide at least thirty (30) days’ notice of price changes. If you do not agree to the new pricing, you may cancel your subscription before the new pricing takes effect.
5. Customer Data
5.1 Ownership
You retain all right, title, and interest in and to all data, content, and information you submit to or process through the Services (“Customer Data”). These Terms do not grant Mataki any ownership rights in Customer Data.
5.2 License
You grant Mataki a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely as necessary to provide the Services and comply with our obligations under these Terms.
5.3 Data Processing
To the extent Mataki processes personal data on your behalf in connection with the Services, such processing is governed by the Data Processing Addendum, which is incorporated into these Terms.
5.4 Data Portability
You may export your Customer Data at any time using the export features available in the Services or via the API. Upon termination, Mataki will make your Customer Data available for export for thirty (30) days. After this period, Mataki may delete your Customer Data in accordance with its standard retention policies.
5.5 Usage Data
Mataki may collect, use, and disclose aggregated, anonymized data derived from your use of the Services (“Usage Data”) for legitimate business purposes, including improving the Services and generating industry benchmarks, provided that Usage Data does not identify you, your users, or any natural person.
6. Intellectual Property
6.1 Mataki IP
Mataki and its licensors own all right, title, and interest in and to the Services, the Documentation, and all related intellectual property, including all patents, copyrights, trademarks, trade secrets, and other proprietary rights. These Terms do not grant you any right, title, or interest in the Services except for the limited access rights expressly set forth herein.
6.2 Feedback
If you provide suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”), you grant Mataki a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback for the purpose of improving and developing the Services and Mataki’s related products. This license does not extend to Feedback that constitutes or discloses your proprietary business processes, technical architectures, or confidential information.
6.3 Open Source
Certain components of the Services may be provided under open source licenses. The applicable open source license governs your use of those components, and nothing in these Terms restricts your rights under, or grants you rights that supersede, any applicable open source license. Open source components are identified in the relevant repository or upon request.
7. Acceptable Use
Your use of the Services is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy may result in suspension or termination of your account.
8. Confidentiality
8.1 Definition
“Confidential Information” means all non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information includes the terms and pricing of any order, technical data, product roadmaps, and security reports.
8.2 Obligations
Each party will: (a) hold the other’s Confidential Information in confidence; (b) not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations; and (c) use it solely for purposes related to these Terms.
8.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the disclosing party’s Confidential Information.
9. Warranties and Disclaimers
9.1 Mutual Representations
Each party represents that it has the legal power and authority to enter into these Terms.
9.2 Mataki Warranty
Mataki warrants that the Services will perform materially in accordance with the Documentation during your subscription period. If the Services fail to conform to this warranty, Mataki will, at its option: (a) use commercially reasonable efforts to correct the non-conformity; or (b) if correction is not commercially practicable, terminate your subscription and refund prepaid fees for the unused portion. This is your sole remedy for breach of this warranty.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MATAKI MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. MATAKI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE FREE TIER AND BETA SERVICES ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS.
10.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100 USD).
10.3 Free Tier
IF YOU ARE USING THE SERVICES ON A FREE TIER, MATAKI’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100 USD).
10.4 Exceptions
The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party’s breach of Section 8 (Confidentiality); (b) your payment obligations; or (c) either party’s liability for fraud, gross negligence, or willful misconduct.
11. Indemnification
11.1 Mataki Indemnification
Mataki will defend, indemnify, and hold you harmless from third-party claims alleging that your authorized use of the Services infringes a third-party intellectual property right, and will pay resulting damages and costs (including reasonable attorneys’ fees).
11.2 Your Indemnification
You will defend, indemnify, and hold Mataki harmless from third-party claims arising from: (a) your Customer Data; (b) your breach of the Acceptable Use Policy; or (c) your violation of applicable law.
11.3 Exclusions
Mataki’s indemnification obligation does not apply to claims arising from: (a) your modification of the Services; (b) your combination of the Services with non-Mataki products; (c) Customer Data; or (d) your use of the Services in violation of these Terms.
12. Term and Termination
12.1 Term
These Terms are effective when you create an account and continue until your account is terminated.
12.2 Cancellation by You
You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will not receive a refund for the current period.
12.3 Termination by Mataki
Mataki may terminate your account: (a) immediately, if you breach the Acceptable Use Policy or these Terms and fail to cure the breach within fifteen (15) days of notice; (b) immediately, if required by law; or (c) upon thirty (30) days’ notice for any reason.
12.4 Effect of Termination
Upon termination: (a) your right to access the Services ceases immediately; (b) you must pay all accrued Fees; (c) Mataki will make Customer Data available for export for thirty (30) days per Section 5.4; and (d) Sections 4 (to the extent of accrued obligations), 5.1, 6, 8, 9.3, 10, 11, 12.4, 13, and 14 survive.
13. Dispute Resolution
13.1 Governing Law
These Terms are governed by the laws of the State of Wyoming, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Informal Resolution
Before initiating formal proceedings, you agree to contact us at legal@mataki.dev to attempt to resolve the dispute informally for at least thirty (30) days.
13.3 Arbitration
Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. Unless both parties agree otherwise, hearings will be conducted by video conference. The arbitrator’s award is final and binding.
13.4 Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
13.5 Injunctive Relief
Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
14. General
14.1 Entire Agreement
These Terms, together with the Acceptable Use Policy, Privacy Policy, Cookie Policy, and Data Processing Addendum, constitute the entire agreement between you and Mataki regarding the Services and supersede all prior agreements.
14.2 Amendments
Mataki may update these Terms from time to time. We will notify you of material changes at least thirty (30) days in advance by posting a notice on our website and, if you have an account, by email. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the updated Terms, you may cancel your subscription before the effective date.
14.3 Severability
If any provision of these Terms is unenforceable, the remaining provisions remain in effect.
14.4 Waiver
No failure or delay in exercising a right constitutes a waiver of that right.
14.5 Assignment
You may not assign these Terms without Mataki’s prior written consent. Mataki may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14.6 Force Majeure
Neither party is liable for delays or failures due to circumstances beyond its reasonable control.
14.7 Publicity
Neither party may use the other’s name, logo, or trademarks without prior written consent.
14.8 Export Compliance
You will comply with all applicable export control and sanctions laws.
14.9 Notices
Mataki will send notices to the email address associated with your account. You will send notices to legal@mataki.dev.
15. Contact
Questions about these Terms should be directed to:
Mataki Labs LLC Email: legal@mataki.dev