Terms and Conditions for MATTERS
Last updated date: 18 July, 2020
PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM AND/OR THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM AND/OR THE SERVICES.
MATTERS reserves the right to, at its sole discretion, modify these Terms at any time without prior notice and consent. If MATTERS modifies these Terms, it will post the modification via the Platform or otherwise provide you with notice of the modification. By continuing to access and/or use the Platform and/or the Services after MATTERS has posted a modification via the Platform and/or has provided you with notice of the modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform and the Services.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, the following definitions and rules of interpretation apply unless otherwise defined:
(a) Account means an account provided by MATTERS to its registered Users for the use of the Platform and the Services;
(b) Affiliates means, in relation to MATTERS, for the time being, (i) any subsidiary of MATTERS; (ii) any subsidiary undertaking of MATTERS; (iii) any holding company of MATTERS; (iv) any parent undertaking of MATTERS; and (v) any group undertaking of MATTERS;
(c) Community Rules means the community rules of MATTERS setting out the rules and expectations of behaviors and actions of Users on the Platform, as modified from time to time;
(d) Contents means text, graphics, images, audio, video, information and other materials;
(e) Content Standards means the standards for any Contents posted by any User to the Platform as set out in clause 5.5 of these Terms;
(f) Intellectual Property Rightsincludes, in relation to the Platform, all copyright and other intellectual property rights, howsoever arising and in whatever media, whether registered or not registered, including but not limited to patents, design rights, trademarks, service marks, applications or rights to apply for any of the foregoing, database rights, Know-How, trade or business name, rights in confidential information, goodwill, and other similar rights existing in any part of the world;
(g) Know-How means all know-how, experience, data, technical and commercial information relating to the Platform and/or the Services, including but not limited to mode of operation;
(h) MATTERS means MATTERS, INC., a private limited company incorporated under the laws of the State of Delaware;
(i) MATTERS Vaultmeans the publicly accessible distributed database which MATTERS uses to record and share all Contents;
(j) Online Courses means such online courses organized, arranged or otherwise made available by MATTERS to the Users on the Platform;
(k) Passcode means, any and all such (i) passcodes set by a registered User in relation to his/her Account and Third Party Coins ID respectively; and (ii) the Stored Value Wallet PIN set by a registered User for his/her Stored Value Wallet;
(l) Platform means the platform made available by MATTERS in the form of a website, mobile application or otherwise for the provision of the Services;
(n) Private Key is as defined under clause 3.3 (ii) of these Terms;
(o) post means, in respect of any Contents, post, submit, publish, display or transmit to other Users or other persons such Third Party Coins and/or Contents (including comments made to any such Contents) on or through the Platform, and posted shall be construed accordingly;
(p) Servicesis as defined under clause 2.1 of these Terms;
(q) Stored Value refers to the money loaded onto the Stored Value Wallet;
(r) Stored Value Wallet means the digital virtual wallet provided by MATTERS to its registered Users for the use of the Platform and the Services (where applicable);
(s) Stored Value Wallet PIN means the PIN set by a registered User for the usage of his/her Stored Value Wallet;
(t) Tax means all forms of taxation, withholdings, duties, imposts, levies, social security contributions and rates imposed, assessed or enforced by any local, municipal, governmental, state, federal or other body or authority in any applicable jurisdictions, in all cases being in the nature of taxation, and any related interest, penalty, surcharge or fine;
(v) Third Party Contents is as defined under clause 8.6 of these Terms;
(w) Third Party Coins means any such cryptocurrencies (which are at all times operated, maintained or otherwise provided by (a) third party(ies)) which a User may store, send and/or receive on the Platform
(x) Third Party Coins ID means any such account (which are all times operated, maintained or otherwise provided by third part(ies)) linked to the respective Third Party Coins;
(y) User means any user of the Platform, and Users shall be construed accordingly; and
(z) User Contents means any Contents posted by any User to the Platform.
1.2 A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
1.3 Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing persons and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
2. THE SERVICES
Scope of the Services
2.1 MATTERS provides the Users with access to the Platform which provides its registered Users with access to their Accounts, their Stored Value Wallets and their Third Party Coins ID and enables them to amongst others, (i) post User Contents by way of submission of transaction data to the MATTERS Vault; (ii) access User Contents; (iii) provide Online Courses; and (iv) attend Online Courses (the Services). These Terms govern the access to and the use of the Platform and the Services. Failure to use the Platform and/or the Services in accordance with these Terms may subject you to civil and criminal liabilities.
Discontinuation, suspension or termination of the Services
2.2 MATTERS reserves the right, in its sole discretion and without notice, to the extent legally permissible, to temporarily or permanently modify, suspend, or terminate the Platform and/or the Services (or any part thereof). MATTERS shall not be liable to you or any third party for any such temporary or permanent modification, suspension or termination. You are solely responsible for storing, outside of the Platform, backup information relating to your Account, your Stored Value Wallet, your Third Party Coins ID and the relevant User Contents. If you do not maintain a backup information of such outside of the Platform, you may not be able to access your Third Party Coins ID and/or any User Contents associated with or maintained in your Account and your Third Party Coins ID if MATTERS modifies, suspends or terminates the Platform and the Services.
2.3 The Platform and/or the Services are not targeted toward, nor intended for use by, anyone under the age of 18. You must be at least 18 years of age to access or use the Platform and/or the Services.
2.4 MATTERS makes no claim that the Platform or any of its Contents is accessible or appropriate outside of your jurisdiction. Access to the Platform may not be legal by certain persons or in certain countries. You hereby acknowledge that you shall take responsibility and take steps to comply with any and all local laws in your and any applicable jurisdictions.
3. ACCOUNT REGISTRATION AND SECURITY
3.1 To post on the Platform you will be required to agree to these Terms and the Community Rules and provide certain registration details or other information for the creation of your Account. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete.
3.2 Save and except as provided in clause 3.9(c) and 4.8 of these Terms, MATTERS does not currently charge fees for provision of the Services. However, MATTERS reserves the right to do so in future, and in such case any applicable fees will be displayed prior to you using any Service to which a fee applies.
3.3 Upon your registration of your Account, MATTERS will automatically generate:
(i) a Stored Value Wallet that is linked and accessible via your Account. You may load, make payment with and/or cash-out Stored Value in your Stored Value Wallet in accordance with these Terms; and
(ii) a third party service provider cryptocurrency wallet that is linked and accessible via your Account (which shall be linked to a private key (the Private Key) and public key pair that are provided by the relevant third party service provider solely to you and completely owned by you).
3.4 You understand and agree that your use of the Stored Value Wallet, the third party service provider cryptocurrency wallet, the Third Party Coins ID and the Third Party Coins will be subject to such terms and conditions and/or applicable fees as imposed by the relevant third party service providers from time to time.
3.5 You are responsible for maintaining all aspects of security of your Account, your Third Party Coins ID, your Passcode and your Private Key. You must keep your Passcode and your Private Key secure. You accept and acknowledge that your Stored Value Wallet, User Contents and Third Party Coins you have associated with your Account and your Third Party Coins ID will become permanently inaccessible if you do not have your Passcode and/or your Private Key. You acknowledge that your Account, your Passcode, and your Third Party Coins ID are personal to you and agree not to provide any other person with access to the Platform using your User name, Passcode, Private Key or other security information. You must treat such information as strictly confidential, and you must not disclose it to any other person or entity.
3.6 You agree to notify MATTERS immediately of any unauthorized access to or use of your Account, your Third Party Coins ID or any other breach of security. You hereby accept and acknowledge that you take responsibility for all activities that occur under your Account, your Third Party Coins ID (including the Third Party Coins linked to your Account and your Third Party Coins ID) and Private Key and accept all risks of any authorized or unauthorized access to your Account, your Third Party Coins ID (including the Third Party Coins linked to your Account and your Third Party Coins ID) and Private Key, to the maximum extent permitted by applicable laws.
3.7 You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the Platform, the Services, your Account and your Third Party Coins ID, which could result in the theft or loss of your property. By using the Platform and/or the Services, you acknowledge and accept such inherent risks.
Safekeeping of Private Keys
3.8 As and where applicable, MATTERS has no access and does not receive or store your Private Keys and therefore assume no responsibility for the safekeeping and/or management of any and all such Private Keys.
Stored Value Wallet
3.9 With regards to the top-up and cash-out of Stored Value in your Stored Value Wallet, you understand and agree that:
(a) MATTERS may impose limitations and shall notify you from time to time the minimum and maximum permitted amount for top-up, payment and/or cash-out of Stored Value in your Stored Value Wallet over any given period of time in compliant with MATTERS’ internal policies and/or any applicable laws. For the avoidance of doubt, you may cash-out the Stored Value in your Stored Value Wallet at any time;
(b) MATTERS will, in its sole discretion, designate and procure third party service provider(s) to manage the top-up and cash-out of Stored Value in your Stored Value Wallet in accordance with your instructions from time to time. You are advised to read the terms and conditions of these third party service providers carefully to understand the requirements, fees and charges they may impose per top-up and cash-out transaction of your Stored Value (or part thereof as applicable). You agree (i) to authorize our designated third party service provider(s) to effect any such top-up and cash-out transactions of your Stored Value in accordance with these Terms; and (ii) that such top-up and cash-out transactions of Stored Value is effected by third party service provider(s) beyond the control and responsibilities of MATTERS;
(c) MATTERS shall have a right to charge you an administrative fee equivalent to fifteen per cent (15%) of the relevant cash-out amount of Stored Value in your Stored Value Wallet. The applicable administration fees are determined by MATTERS at its sole discretion from time to time. You agree that MATTERS shall have the right to deduct the applicable administration fees from your Stored Value when applicable before the relevant cash-out transaction by the third party service provider(s); and
(d) you agree that MATTERS shall be entitled to assume that any instruction to deal with Stored Value in your Stored Value Wallet which is received by MATTERS from your Account through the Platform is an instruction given by you and can accordingly be acted on by MATTERS. You further agree where MATTERS and/or our designated third party payment system provider(s) has reason to believe that an instruction is not properly authorized or that any other breach of security has occurred, MATTERS has the right not to process, or delay processing such instruction. You agree to indemnify MATTERS and hold MATTERS harmless against all actions, claims, proceedings, losses, damages, costs and expenses which may be brought against us or suffered or incurred by MATTERS arising from or in connection with these Terms.
3.10 With regards to your use and obligations of the Stored Value Wallet, you understand and agree that:
(a) you must not use your Stored Value Wallet in any manner that (i) is inconsistent with these Terms or in contravention of any applicable laws (including but not limited to any laws and regulations relating to anti-money laundering activities); (ii) could result in complaints, disputes, claims, penalties or other liability to MATTERS, other Users or third parties; (iii) could cause MATTERS to breach or not comply with any such applicable laws; and/or (iv) could damage, disable, overburden, impair or compromise the Services, the Platform or security or interfere with other Users;
(b) you must not tamper with your Stored Value Wallet (including, but not limited to, the software, applications, functions, features and the data recorded on your Stored Value Wallet) in any way. For the avoidance of doubt, MATTERS will not honor transactions, or allow cash-out of any Stored Value, if your Stored Value Wallet has been tampered with;
(c) you must notify MATTERS as soon as practicable if you suspect that there has been unauthorized transaction and/or access to your Stored Value Wallet; and
(d) you will cooperate with MATTERS when MATTERS ask for your co-operation and, if appropriate, the police, in investigating any possible or suspected unauthorized use, or in resetting your Stored Value Wallet if it is hacked or tampered with, or if MATTERS has reasonable grounds to suspect suspicious behavior or usage pattern, or as required by applicable laws.
3.11 With regards to the Stored Value in your Stored Value Wallet, you understand and agree that:
(a) MATTERS will only process your instructions to make payments with and/or cash-out Stored Value from your Stored Value Wallet after it has been provided with the relevant accurate Stored Value Wallet PIN;
(b) MATTERS process your instructions to make payments on the Platform by way of Stored Value with immediate effect. Accordingly, you cannot cancel or change any payment(s) instruction once the same has been received by MATTERS. Payment transactions of Stored Value on the Platform are non-cancellable and relevant Stored Value is non-refundable under any circumstances. MATTERS is not responsible for, and will not be held liable for any loss suffered by you due to incorrect payment instruction; and
(c) Stored Value is interest-free, with no expiration date and is non-transferable.
4. USE OF THE PLATFORM AND THE SERVICES
4.1 MATTERS grants you a limited, restricted, personal, non-transferable, non-sublicenseable and revocable license to access and use the Platform only as expressly permitted in these Terms. Except for this license, MATTERS does not grant you any other rights or license with respect to the Platform and any rights or licenses not expressly granted herein are reserved.
4.2 Nothing in these Terms is intended to nor shall create any partnership, joint venture, agency, consultancy or trusteeship between you and MATTERS.
4.3 As conditions of using the Platform and/or the Services, you agree not to:
(a) use the Platform and/or the Services for any purpose that is illegal, unlawful or prohibited by these Terms and/or the Community Rules;
(b) send, receive, post, download, use or re-use any material which does not comply with the Content Standards and/or the Community Rules;
(c) engage in any other conduct that restricts or inhibits anyone’s use of the Platform and/or the Services, or which, as determined by us, may harm MATTERS or expose MATTERS to liability;
(d) use the Platform and/or the Services in any manner or use any device, software or routine that could disable, overburden, damage, or impair the site or interfere with the proper operation and use of the Platform and/or the Services;
(e) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from the Platform and/or the Services without prior written consent of MATTERS;
(f) access, monitor or copy any Contents or information of the Platform and/or the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without express prior written permission from MATTERS;
(g) deep-link to any portion of the Platform for any purpose without the express prior written permission from MATTERS;
(h) "frame", "mirror" or otherwise incorporate any part of the Platform into any other website without prior authorization of MATTERS;
(i) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity (including but not limited to the use of email addresses or screen names associated with such person or entity) on the Platform and/or in relation to the use of the Services;
(j) manipulate identifiers, including by forging headers, in order to disguise the origin of any Contents posted by you;
(k) attempt to gain unauthorized access to, interfere with, damage or disrupt the Platform, the Services, any related website, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
(l) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform and/or the Services, including harvesting or otherwise collecting information about others such as email addresses;
(m) do anything else which could, in the reasonable view of MATTERS, cause damage to the Platform and/or the Services, MATTERS, its Affiliates and their respective licensors, suppliers or service providers or would otherwise have a negative impact; and/or
(n) aid, abet, encourage or induce any of the above.
Posting on MATTERS Vault
4.4 You may use the Services to post User Contents (and subsequently hide Such User Contents (as applicable)) by submitting transaction data to the MATTERS Vault. The MATTERS Vault is operated by a decentralized network of independent third parties which is not owned, controlled or operated by MATTERS. MATTERS has no absolute control over the MATTERS Vault and therefore cannot and will not ensure that any transaction details you submit via the Services will be confirmed on the MATTERS Vault. You acknowledge and agree that the transaction details you submit via the Services may not be completed, or may be substantially delayed, by the MATTERS Vault.
4.5 Once transaction details (including any User Content) have been submitted to the MATTERS Vault via the Services, MATTERS cannot assist you to delete, cancel or otherwise modify your transaction details. MATTERS has no absolute control over the MATTERS Vault and may not have the ability to facilitate any deletion, cancellation or modification requests. You accept and acknowledge that MATTERS is not responsible for any errors or omissions that you make in connection with any MATTERS Vault transaction initiated via the Services.
4.6 It is your responsibility to determine what, if any, Taxes apply to the transactions for which you have submitted transaction details via the Services, and it is your responsibility to report and remit the correct Tax to the appropriate Tax authority. You agree that MATTERS is not responsible for determining whether Taxes apply to your transactions or for collecting, reporting, withholding, or remitting any Taxes arising from any MATTERS Vault transactions.
4.7 Save and except as provided in clauses 3.9(c) and 4.8 of these Terms, MATTERS and its Affiliates are not involved with the communication, payment arrangements and/or interactions between the Users or the Content of such communication, payment arrangements and/or interactions (whether online or offline and whether consideration is involved or not). You understand and agree that you are solely responsible for your communication, payment arrangements and interactions with other Users and MATTERS shall have no responsibility or liability to any User in connection with such communication, payment arrangements and interactions (whether online or offline) under any circumstances, including but not limited to any transaction relating to the Third Party Coins. If there is any dispute between you and any User(s) and/or third party service provider(s) in relation to the top-up and/or cash-out of Stored Value in your Stored Value Wallet, then that dispute must be taken up with the relevant User(s) and/or third party service provider(s) directly.
4.8 You agree to make timely and full payment of all fees and charges relating to Online Course(s) payable by you directly to MATTERS or its nominee designated bank account or via such other payment method or third party payment system as notified by MATTERS from time to time.
4.9 Notwithstanding any provisions in these Terms, if you perform or otherwise engage in any action for which any Third Party Coin and/or Stored Value is transacted or otherwise involved on the Platform and/or in relation to the Services, you understand and agree that you will not be able to cancel or amend once you have confirmed that you wish to proceed with the relevant transaction.
5. CONTENTS OF THE PLATFORM
5.1 The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, APIs and other interactive features that allow Users to post User Contents on or through the Platform.
5.2 All User Contents must comply with the Content Standards and the Community Rules. Any User Content that does not meet the Content Standards and/or the Community Rules will not be posted and/or will be hidden by MATTERS at any time and without prior notice.
5.3 Any User Contents you post to the Platform will be considered non-confidential. MATTERS and its Affiliates are under no obligation to treat any User Contents as confidential information. For the avoidance of doubt, MATTERS does not claim ownership of any User Content. However, by providing any User Contents on the Platform, you grant MATTERS and its Affiliates, and each of their respective licensees, successors and assigns a non-exclusive, worldwide, irrevocable, unconditional, perpetual right and license to, on a complimentary basis, use, modify, delete, exploit, reproduce, display, distribute, sublicense, communicate and make available any such User Contents as MATTERS at its discretion sees fit for any purpose.
5.4 You represent and warrant that:
(a) you own and control all rights in and to the User Contents or otherwise have the lawful right to post and distribute such User Contents to or through the Platform;
(b) you have the right to grant such license to MATTERS and its Affiliates and their service providers, and each of their respective licensees, successors and assigns;
(c) all of your User Contents do and will comply with these Terms, the Community Rules and any applicable laws and regulations and will not violate any rights of or cause injury to any person or entity; and
(d) you are responsible for any User Contents you post, and you, not MATTERS, shall be solely responsible for such User Contents, including its legality, reliability, accuracy and appropriateness.
5.5 The Content Standards apply to any and all User Contents and use of the Platform and/or the Services. User Contents must in their entirety comply with all applicable laws and regulations. Without limiting the foregoing, User Contents must not:
(a) contain any material which is defamatory, obscene, indecent, pornographic, violent, hateful, discriminating, threatening or tortuous inflammatory;
(b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(c) infringe any patent, trade mark, trade secret, copyright or other intellectual property or other rights of any other person; or include any plagiarized Contents;
(d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms;
(e) be inaccurate or misleading to any person;
(f) promote any illegal activity, or advocate, promote or assist any unlawful act;
(g) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
(h) involve commercial activities or sales or send any unsolicited advertising or promotional materials or collect the email addresses or other contact information of other Users from the Platform for the purpose of sending commercial messages;
(i) give the impression that they emanate from or are endorsed by MATTERS or any other person or entity, if this is not the case; and/or
(j) contain any contents which MATTERS deems (in its reasonable view) inappropriate for posting on the Platform.
No liability for User Contents
5.6 By posting any User Contents, the User posting such User Contents accepts full legal and moral responsibility of any and all legal claims that are made by any third parties due to MATTERS and/or its Affiliates publishing and using such User Contents. Neither MATTERS nor any of its Affiliates own or endorse any User Contents that are posted on the Platform. The truthfulness, validity and right to use of all User Contents are assumed by the User who posted the User Content, and is not the responsibility of MATTERS. MATTERS disclaims all responsibility and liability for the User Contents posted to the maximum extent permissible by applicable laws and regulations.
5.7 Before posting of your User Contents, you may be provided with options to make known to other Users regarding your preferences of matters relating to your Intellectual Property Rights of your User Contents. For the avoidance of doubt, notwithstanding the availability of any such options, MATTERS and its Affiliates do not assume any liability for any Intellectual Property Rights infringements of your User Contents by any Users or otherwise third parties. MATTERS and/or its Affiliates shall have no duty to attribute authorship of User Content to you, and shall not be obligated to enforce any form of attribution by third parties.
5.8 The Contents presented on or through the Platform is made available solely for general information purposes. MATTERS does not warrant the accuracy, completeness or usefulness of any Contents. Any reliance you place on such information is strictly at your own risk. MATTERS disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its Contents to the maximum extent permissible by applicable laws and regulations.
Monitoring and enforcement
5.9 MATTERS has the right but not obligation to:
(a) hide or refuse to post any User Contents for any or no reason in our sole discretion;
(b) take any action with respect to any User Content that MATTERS deems necessary or appropriate in our sole discretion, including if MATTERS believes that such User Content violates these Terms and/or the Community Rules, threatens the personal safety of Users of the Platform or the public or could create liability for MATTERS;
(c) disclose your identity or other information about you to any third party who claims that any User Contents posted by you violates their rights, including their Intellectual Property Rights or their right to privacy; and
(d) take appropriate legal action, including without limitation, referral to law enforcement authorities, for any illegal or unauthorized use of the Platform.
5.10 Without limiting the foregoing, MATTERS has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. You waive and hold harmless MATTERS and its Affiliates, and their respective licensees and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.
5.11 For the avoidance of doubt, MATTERS does not undertake to review any Content before it is posted on the Platform, and cannot ensure prompt hiding of objectionable Contents after it has been posted. Accordingly, MATTERS assumes no liability for any action or inaction regarding transmissions, communications or Contents provided by any User or third party. MATTERS has no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
Linking to the Platform and social media features
5.12 You may link to the homepage of the Platform, provided you do so in a way that is fair and legal and does not damage the reputation of MATTERS or any of its Affiliates or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
5.13 The Platform may provide certain social media features that enable you to:
(a) link from your own websites to certain Contents on the Platform;
(b) send e-mails or other communications with certain Content, or links to certain content, on the Platform; and
(c) cause limited portions of Contents on the Platform to be displayed or appear to be displayed on your own websites under the condition that the said Contents on the Platform are accompanied by a link to MATTERS homepage.
5.14 You may use these features solely as they are provided by us and solely with respect to the Contents they are displayed with and otherwise in accordance with any additional terms and conditions MATTERS provides with respect to such features. Subject to the foregoing, you must not:
(a) establish a link from any website that is not owned by you;
(b) cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site;
(c) link to any part of the Platform other than the homepage; and
(d) otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms and/or the Community Rules.
5.15 The website from which you are linking, or on which you make certain User Contents accessible, must comply in all respects with these Terms, the Content Standards and the Community Rules.
5.16 You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. MATTERS reserves the right to withdraw linking permission without notice.
5.17 MATTERS may disable all or any social media features and any links at any time without notice in our discretion.
6. INTELLECTUAL PROPERTY RIGHTS
Intellectual Property Rights of MATTERS
6.1 The Platform contains copyright material, trade names and other proprietary information and the entire Contents of the Platform are protected by copyright law. Unless stated otherwise, the software required for the Services or available at or used by the Platform and the Intellectual Property Rights in the Platform and the Contents on the Platform (save and except User Contents) are owned by MATTERS, its Affiliates and/or their respective licensors, suppliers or service providers. MATTERS and its licensors, own copyright and/or database rights in the selection, coordination, arrangement and enhancement of such Content (save and except User Contents).
6.3 MATTERS exclusively retains ownership of all rights, title and interest in and to (all Intellectual Property Rights of) the Platform and Contents (including the translated content) save and except User Contents. Any unauthorized use will constitute a material infringement of MATTERS’ Intellectual Property Rights.
6.4 You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works, or in any way exploit, the Platform and the Contents on the Platform, in whole or in part except as provided in these Terms, except as follows:
(a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
(b) you may store files that are automatically cached by your web browser for display enhancement purposes;
(c) if MATTERS provides desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided you agree to be bound by our end User license agreement for such applications; and
(d) if MATTERS provides social media features with certain Content, you may take such actions as are enabled by such features.
6.5 You may use information from the Platform for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded Contents will be permitted without the express permission of MATTERS and that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright Content, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright Content.
6. Trade mark
6.6 The mark “MATTERS” is a trademark of or licensed to MATTERS and/or its Affiliates worldwide (whether registered or not). The name and logo of MATTERS and all related names, logos, product and service names, designs and slogans are trademarks of MATTERS or its Affiliates or licensors. You must not use such marks without the prior written permission of MATTERS.
6.7 Other product and company names identified on the Platform may be the name, trade mark, trade name, service mark, logo, symbol or other proprietary designation of MATTERS, its licensors and/or Affiliates or a third party. The use on the Platform of any name, trade name, trade mark, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third party, and the availability of specific goods or services from such third party through the Platform, should not be construed as an endorsement or sponsorship of the Platform by any such third party, or the participation by such third party in the offering of goods, services or information through the Platform.
Complaint of alleged infringement
6.8 If you believe that any User Contents violate your copyright, please contact us at <[email protected]> for instructions on sending us a notice of copyright infringement. MATTERS will review and address all notices that comply with the requirements.
6.9 For the avoidance of doubt, MATTERS does not assume any liability for copyrighted materials provided by third parties or any Intellectual Property Rights infringements by such third parties.
7. ACCOUNT TERMINATION
7.1 MATTERS may suspend (for any duration) or terminate your access to the Platform and/or the Services in its sole discretion, immediately and without prior notice, and delete or deactivate your Account and hide all related User Contents for any reason (including but not limited to your breach of any provision of these Terms and/or the Community Rules) without any responsibility or liability on the part of MATTERS for any loss or damage that may result from such suspension or termination.
7.2 Upon receipt of your written request, MATTERS will, as soon as practicable, terminate your Account and/or hide all your User Contents (as applicable).
7.3 In the event of termination, you will not be able to access your Account (including but not limited to the Stored Value in your Stored Value Wallet). In the event where there is remaining balance in your Stored Value Wallet upon the termination of Account, you must provide MATTERS with written instructions (together with the relevant accurate Stored Value Wallet PIN) to cash-out all remaining balance of Stored Value within thirty (30) calendar days from the termination date in accordance with these Terms. Upon expiration of which, any and all then remaining balance of Stored Value will be forfeited with no liability incurred to you. For the avoidance of doubt, the records held by MATTERS shall be treated as conclusive evidence of the amount of the remaining balance in the Stored Value Wallet.
8.1 Nothing in these Terms shall limit liability for personal injury or death caused by negligence, fraud or fraudulent misrepresentation
8.2 Your use of the Platform, its Contents, the Services and any items obtained through the Platform is at your own risk. The Platform, its Content, the Services and any items obtained through the Platform are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Without limiting the foregoing, neither MATTERS nor anyone associated with MATTERS represents or warrants that the Platform, its Content, the Services and any items obtained through the Platform will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Platform or the server that makes it available are free of viruses or other harmful components or that the Platform, the Services and any items obtained through the Platform will otherwise meet your needs or expectations.
8.3 You understand that MATTERS cannot and do not guarantee or warrant that any Contents available for downloading from the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. MATTERS will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform, the Services and any items obtained through the Platform or to your downloading of any material posted on it, or on any website linked to it.
8.4 You understand and agree that actions or inactions caused by third parties or external instrumentalities (including without limitation the Internet) may create situations in which connections to the Platform may be impaired or disrupted. While MATTERS will use commercially reasonable efforts to take any actions it deems appropriate to remedy and avoid such events, MATTERS makes no guarantee that such events will not occur and you agree that MATTERS shall have no liability for any breach of these Terms to the extent caused by any such event.
8.5 Unless MATTERS is at fault for intentional or willful misconduct, or gross negligence, MATTERS is not responsible for any failures caused by server errors, misdirected or redirected transmissions, failed internet connections, interruptions in the transmission or receipt of reservations or, any computer virus or other technical defect, whether human or technical in nature.
8.7 MATTERS will not be responsible or liable to you for any loss and take no responsibility in relation to loss, inaccessibility or transaction which may arise from the top-up and cash-out transaction(s) provided by third party service provider(s) in relation to your Stored Value, including but not limited to (i) any loss, delay, error or omission which may occur in relation to the transmission; (ii) any exchange control or restriction which may be imposed by applicable laws; (iii) any loss or delay to you arising therefrom in connection with such control or restriction; and/or (iv) any charge which may be imposed by the third party service provider(s).
8.8 MATTERS will not be liable for any matters arising from or in connection with the Stored Value Wallet and/or any loss and expense incurred or suffered by you or any other persons due to any improper or unauthorized use of the Stored Value Wallet. MATTERS has the right to not process any payment or cash-out instructions where it has not been provided with the accurate Stored Value Wallet PIN and/or where it has reasonable grounds to believe that the Stored Value Wallet has been altered or interfered, or a third party has been allowed to alter or interfere, with the data on your Stored Value Wallet. MATTERS has a right to recover reasonable costs, expenses, losses and damages suffered or incurred by MATTERS as a result of thereof. To the extent permissible by applicable laws, MATTERS excludes all loss, damage, cost, expense, liability and penalty arising out of or in connection with the use of the Stored Value Wallet.
8.9 MATTERS will not be responsible or liable to you for any loss and take no responsibility for and will not be liable to you for any loss, damages or claims arising in relation to loss, inaccessibility or transaction which may arise from your use of Third Party Coins or otherwise relating to the Third Party Coins.
8.10 MATTERS hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.
8.11 You understand and agree that it shall be your sole responsibility to ensure that your use of the Platform and/or the Services is/are in compliance with the applicable laws: (including but not limited to any laws and regulations relating to anti-money laundering activities). Any use of the Platform and/or the Services which is not in compliance with the applicable laws shall not be construed to be published, caused, reproduced, copied, permitted, authorized, agreed, solicited or otherwise endorsed by us. We disclaim all liabilities arising or relating to your use of the Platform and/or the Services which is not in compliance with the applicable laws, including but not limited to any applicable anti-money laundering laws and legislations.
8.12 Clause 8 does not affect any warranties or liabilities which cannot be excluded or limited under applicable laws.
9. LIMITATION OF LIABILITY
9.1 In no event will MATTERS, its Affiliates, their respective licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use your Account, your Third Party Coins ID (including the Third Party Coins linked under your Account and your Third Party Coins ID), your Stored Value Wallet (including but not limited to loss of Stored Value in the Stored Value Wallet), the Platform and/or the Services, any Content on the Platform or such other websites or any services or items obtained through the Platform or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
9.2 In addition, limitation of or exemption from the aforementioned liability may not be permitted pursuant to the relevant applicable laws. In such case, MATTERS shall bear the liability to the extent set forth in the relevant laws. Claims should be submitted as soon as possible after the occurrence of the event giving rise to the claim.
9.3 You accept and acknowledge that there are risks associated with utilizing the Internet-based Platform and Services including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within or associated with your Account, your Third Party Coins ID and Stored Value Wallet, including, but not limited to your Passcode and your Private Key. You accept and acknowledge that MATTERS will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services, however caused.
9.4 Claims submitted with undue delay may be considered void pursuant to the applicable statute of limitations. Only bona fide claims will be considered. Notwithstanding the above, any cause of action or claim you may have arising out of or relating to these Terms, the Platform and/or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
9.5 Without prejudice to the foregoing and insofar as permitted under applicable laws, the aggregate liability of MATTERS to any User shall in no event exceed an amount of USD 150.
10.1 You agree to indemnify and hold harmless MATTERS from and against any claims, liabilities, damages, losses, and expenses that MATTERS incurs or suffers as a result of any action, inaction or omission by you, including, without limitation, legal and other fees payable or suffered by, or imposed on, MATTERS, its Affiliates, their respective licensors, service providers, employees, agents, officers and/or directors arising out of or in connection with:
(a) access to, use or misuse of the Platform and/or the Services in violation of these Terms, applicable laws and regulations and/or any rights of any third party by you;
(b) any unauthorized activities or actions under your Account, your Third Party Coins ID (including the Third Party Coins linked to your Account and your Third Party Coins ID) and your Stored Value Wallet (including the Stored Value in your Stored Value Wallet), whether or not you have unauthorized or are aware of such activities or actions; and/or
(c) any User Content posted by you.
10.2 If you use the Platform and/or the Services for or on behalf of a third party, you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform such third party of all applicable Terms. Each User using the Platform and/or the Services for or on behalf of any third party agrees to indemnify and hold MATTERS and each of its Affiliates (as applicable) harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to such third party’s or the User’s failure to fulfil any of its obligations as described above.
11. STANDARD TERMS FOR USE OF APPLICATION
11.1 By accessing or using the Platform through mobile application, you acknowledge and agree to be bound by the standard terms imposed by Apple App Store and/or Google Play (as applicable) as amended from time to time.
12.1 These Terms supersede and replace any and all prior oral or written understandings or agreements between MATTERS and you regarding the Platform and/or the Services.
12.2 You may not assign or transfer these Terms, by operation of law or otherwise, without MATTERS’ prior written consent. MATTERS may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of you and MATTERS, the successors, permitted assigns and legal representatives of you and MATTERS respectively.
12.3 Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by MATTERS via email transmitted.
12.4 The failure of MATTERS to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MATTERS. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies thereunder.
12.5 These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. The Parties hereunder irrevocably agrees that the courts of the State of Delaware shall have exclusive jurisdiction in relation to any claim or dispute concerning or arising from these Terms.
12.6 The original English version of these terms and conditions may have been translated into other languages. In the event of a dispute about the contents or interpretation of these Terms or inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version to the extent permitted by law shall apply, prevail and be conclusive.
12.7 These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law and such determination shall not affect the validity and enforceability of any other remaining provisions. The severed provisions shall be replaced by a provision approximating as much as possible the original wording and intent.
12.8 All complaints, feedback, comments, requests for technical support and other communications in relation to the Platform shall be directed to <[email protected]>.
Last updated: 18 July, 2020
Capitalized terms shall be as defined in the terms and conditions unless otherwise herein defined:
Data Controller mean Matters, Inc., the company responsible for the collection, holding, processing or use of Personal Information;
Non-personal Information means any such Personal Information which the Data Controller takes and makes it non-personally identifiable, either by combining it with information about other individuals (aggregating one User’s information with another User’s information), or by removing characteristics (such as User’s name) that make the information personally identifiable to such User (hence de-personalizing the information).
2. COLLECTION OF PERSONAL INFORMATION BY THE DATA CONTROLLER
2.2 In addition, when Users use certain features of the Services, the Data Controller may receive, store and process different types of information about such Users’ location, including specific information (e.g. GPS-based functionality on mobile devices used to access the Services). If Users do not want their devices to provide the Data Controller with location-tracking information, they can disable the GPS or other location-tracking functions on their devices.
3. ACCURACY AND RETENTION OF PERSONAL INFORMATION BY THE DATA CONTROLLER
3.1 The Data Controller will receive, store and process Personal Information that the Users make available when assessing or using the Services. It will take appropriate steps to protect Personal Information collected and/or held by it against unauthorized or accidental access, processing, erasure, loss, use or disclosure.
3.2 In order to protect the Personal Information, the Data Controller will require all Users (or their respective relevant persons as defined under applicable laws) to prove their identities in relation to their requests to access and/or correct their Personal Information. Requests for access and correction of Personal Information are to be addressed in writing and sent to <[email protected]>. A reasonable fee shall be charged to offset the Data Controller’s administrative and actual costs incurred in complying with the relevant data access requests. Where there are reasonable grounds for believing that any Personal Information is inaccurate, the Data Controller shall take practicable steps to ensure that the Personal Information shall not be used unless and until those grounds cease to be applicable to such Personal Information or the Personal Information shall be erased.
3.4 For the avoidance of doubt, the Data Controller is entitled to retain, process and use, for indefinite term, any Non-personal Information.
4. USE OF PERSONAL INFORMATION BY THE DATA CONTROLLER
4.1 The Data Controller will seek its Users’ (or their respective relevant persons as defined under applicable laws) express consents to changes in how it uses or discloses their Personal Information if requested by law, but otherwise use of the Services following such changes constitutes their acceptances of the revised statement then in effect.
4.2 The Data Controller limits the collection (which shall be adequate and not excessive), use and retention of the Personal Information to the following specific and lawful purposes only:
(i) to enable and provide its Users with access and use of the Services;
(ii) to process instructions from its Users in relation to their Stored Value Wallet;
(iii) to communicate with its Users, including but not limited to, for provision of technical, administrative, operational and account information regarding the Services, and handling of their requests and complaints;
(iv) to contact its Users to conduct surveys and customer review about their experiences with the Services;
(v) to operate, protect, improve and optimize the Services and to improve and customize the Users’ experiences when using the same;
(vi) to offer tailored content to the Users in accordance with their interests or other indications;
(vii) to administer the business of the Data Controller and conduct research and development for new features, services and applications in relation to the Services;
(viii) only when its Users have provided the consents required under applicable laws), to send such Users personal newsletters, marketing and promotional messages and other information (either alone or in conjunction with features and/or services and applications offered by the Data Controller’s Affiliates or business partners) that may be of interest to such Users;
(viii) to enforce the Data Controller’s legal and/or contractual obligations and rights, and to resolve disputes between the Data Controller and the Users and third parties;
(ix) to derive, create or otherwise transfer the same into Non-personal Information for the purpose of creating general data statistics;
(x) for the Data Controller’s internal business and administrative purposes;
(xi) for the Data Controller’s compliance of relevant laws and regulations; and
(xii) other purposes directly relating to any of the above.
4.3 For the avoidance of doubt, the Data Controller is entitled to collect, retain, process and use the Non-personal Information for any lawful purpose which shall be relating to the function and activity of the Data Controller, including but not limited to researching and analyzing to improve the Data Controller’s services and businesses.
5. DISCLOSURE AND TRANSFER OF PERSONAL INFORMATION
5.2 The Data Controller may make certain Personal Information available to below persons, who may be situated within or outside the United States: (i) data storage service providers, for the sole purpose of storing data which the Data Controller collected from time to time; (ii) strategic business partners, including but not limited to (a) mail houses and email service providers, for the sole purpose of mailing and dissemination of its promotional materials; and (b) hosting and database management service providers, including but not limited to IPFS; and (iii) suppliers of the Services and other third parties appointed by the Data Controller to perform the Services, including but not limited to Google Cloud Service, Amazon Web Service, cryptocurrency operator, all of whom are contractually (x) prohibited from using the Personal Information for any purpose other than for the purpose(s) specified in their respective contracts and keeping Personal Information longer than is necessary for the fulfillment of such purpose(s) specified in their respective contracts; and (y) required to prevent unauthorized or accidental access, processing, erasure, loss or use of the Personal Information. Such third parties shall be informed if the Personal Information is discovered to be inaccurate and shall be provided with such particulars as will enable such third party to correct the Personal Information having regard to such purpose(s). Personal Information will not be shared with third parties for their own marketing purposes.
6. EMAILS AND PROMOTIONS AND OPTING OUT
6.1 Only when Users have provided the consents required under applicable laws (including indicating that they would like to receive promotional materials from the Data Controller and providing their contact details to the Data Controller specifically and expressly in order to receive direct marketing communications), the Data Controller may use the Personal Information of such Users to contact such Users and provide information about goods and services (either alone or in conjunction with products or services offered by the Data Controller’s Affiliates or business partners) that may be of interest to such Users.
6.2 The Data Controller provides its Users with the ability to unsubscribe from all marketing communications. Every time a User receives a direct marketing email, he/she will be provided with the choice to opt-out of future direct marketing emails. Users may also opt-out of receiving promotional materials by sending an email to <[email protected]> or at any time, without charge by the Data Controller.
6.3 The Data Controller provides its Users with the ability to request removal of their Personal Information from its storage. Users may lodge such request in writing by sending an email to <[email protected]>. For the avoidance of doubt, the Data Controller is entitled to retain, process and use, for an indefinite term and any purpose, any Non-personal Information.
7. THIRD-PARTY SOCIAL MEDIA SITES’ PRIVACY POLICIES
8.1 Users understand and acknowledge that when they use the Services, the Data Controller may use cookie files to collect information about such Users. When Users use the Services, they understand and agree that any information collected by means of cookies when using the Services about them would be Personal Information. The Data Controller may use such information for compiling aggregate statistics on how Users use the Services. Such statistics are collected for managing, enhancing and improving the Users’ experiences when using the Services.
8.2 Users may choose to “not accept” cookies by changing the settings of their web browsers. By choosing to “not accept” cookies, certain features in the Services may not be accessible and available to such Users.
9. CROSS-BORDER DATA TRANSFER
9.2 The Users understand and acknowledge that it is contemplated that the collection of Personal Information shall not fall within the regulation of the General Data Protection Regulation (EU) 2016/679 (GDPR). If it is held by any tribunal or court of competent jurisdiction that: (i) the collection of Personal Information falls within the GDPR; and (ii) the transfer of Personal Information is to countries not deemed to provide an adequate level of personal information protection under the GDPR, the Users understand and acknowledge that the Data Controller shall transfer the Personal Information based on a data transfer mechanism recognized by the European Commission as providing adequate protection for personal information.
10. SECURITY ASSURANCE
10.1 The Users understand and agree that they should take steps to ensure that their Account, Stored Value Wallets, Third Party Coins ID and Passcodes are not compromised. The Users should ensure that they do not knowingly or accidentally share, provide or facilitate unauthorized use of such details.
11. LEGAL DISCLAIMER
11.1 The Data Controller is committed to protecting the privacy, confidentiality and security of the Personal Information it holds by complying with the requirements of applicable laws with respect to the management of Personal Information. The Data Controller may need to disclose Personal Information when required by the relevant law or court order, or as requested by other government or law enforcement authorities. This also applies when it has reasons to believe that disclosing the Personal Information is necessary to identify, investigate, protect, contact or bring legal action against someone who may be causing interference with its Users or to others, whether intentionally or otherwise, or when anyone else could be harmed by such activities.
11.2 The Users understand and acknowledge that the Data Controller never ask the Users to share with other Users their Private Keys for their use of the Services.
11.4 The Users understand and acknowledge that their User Contents are posted on and transmitted to others at their own risk. Although the Data Controller limits access to certain pages, the Users acknowledge that no security measures are perfect or impenetrable. Additionally, the Users understand and acknowledge that the Data Controller cannot control the actions of other Users with whom the Users may choose to share their User Contents. Therefore, the Users understand and acknowledge that the Data Controller cannot and do not guarantee that their User Contents will not be reviewed by unauthorized persons.
11.5 The website of the Data Controller and the Services may contain links to other websites or applications. The Users understand and acknowledge that the fact that the website of the Data Controller and the Services link to a website, application or advertisement does not mean that the Data Controller endorses or authorizes the collection of personal information from the Users of such third parties, nor does it constitutes a representation of any affiliation between the Data Controller and such third parties. The Users understand and acknowledge that, once the Users click on a link to third-party websites, applications or advertisements, they will access third-party websites, applications and advertisements which may collect information from such Users. The Users understand and acknowledge that such third-party websites, applications and advertisements follow different rules regarding the collection, use, processing or disclosure of the personal information such Users submit to them. Hence, the Users understand and acknowledge that the Data Controller shall not be responsible for any collection, use, processing or disclosure of personal information of Users by such third parties.