MSA

Updated 4th August, 2025

This Matta Master Services Agreement (the "Agreement") is between Matta Labs Ltd, a limited company registered in England and Wales (Company number 13452862, with registered office address 15 West Street, Brighton, England, BN1 2RL)  ("Matta") and any customer that purchases products or services (“Customer”) from Matta with reference to this Agreement. This Agreement incorporates by reference any and all Order Forms (as defined below) executed by the parties, and the Matta Terms and Privacy Policy (available at https://www.matta.ai/legal, and as amended by Matta from time to time,) together the “Matta Terms and Conditions”.

1. Services‍

This Agreement governs access to and use of Matta products and services (together, the "Services") purchased under Matta order forms (“Order Form(s)”) referencing this Agreement.  Customer and users of Customer’s Services account (“End Users”) may access and use the Services in accordance with this Agreement. End Users may include Customer’s and its affiliates’ employees and consultants.

2. Customer Obligations

1. Compliance
   Customer is responsible for use of the Services by its End Users. Customer and its End Users must use the Services in compliance with the Matta Terms and Conditions. Customer will comply with laws and regulations applicable to Customer’s use of the Services.
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2. Customer Data
   Without prejudice to the provisions of the Data Protection Agreement available at https://www.matta.ai/legal (the “DPA”), Customer is responsible for the accuracy, quality, and legality of Customer Data, and the means by which Customer acquired Customer Data.  Customer represents and warrants that it has the right to use all Customer Data in the Services under all applicable laws and to make it available to Matta to enable Matta to provide the Services.  "Customer Data" means data submitted to Matta through or in relation to the Services by Customer or other third parties on Customer’s behalf.
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3. Customer Hardware and Cooperation
   Customer agrees to provide Matta with reasonable cooperation, assistance and information reasonably necessary or requested to implement the Services for Customer, including reasonable access to its products (including code) that will be integrated with the Services, designating a dedicated project lead and engineering resources to coordinate Customer’s implementation of the Services, and providing personnel and other support necessary to complete integration of its hardware products with the Services on a timely basis.
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4. Unauthorised Use & Access
   Customer will prevent unauthorised use of the Services by its End Users and terminate any unauthorised use of or access to the Services if reasonably feasible. Customer will promptly notify Matta of any unauthorised use of or access to the Services.
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5. Restricted Uses
   Customer will not (i) make the Services available to anyone other than Customer or End Users, or use any Services for the benefit of anyone other than Customer or its affiliates, unless expressly stated otherwise in an Order Form, (ii) sell, resell, licence, sublicence, distribute, rent or lease the Services except as otherwise expressly allowed under this Agreement, (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (vi) attempt to gain unauthorized access to the Services or related systems or networks, (vii) modify, copy, or create derivative works of the Services or any part, feature, function or user interface thereof, (viii) frame or mirror any part of the Services, other than framing on Customer's own intranets or otherwise for its own internal business purposes, (ix) except to the extent that such actions cannot be prohibited because they are necessary to decompile the Services to obtain the information necessary to create an independent program that can be operated with the Services or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities: (A) is not disclosed or communicated without Matta’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and (B) is not used to create any software that is substantially similar in its expression to the Services; (C) is kept secure; and (D) is used only for the Permitted Objective, Customer shall not disassemble, reverse engineer, or decompile the Services; and Customer shall not access the Services to (W) build a competitive product or service, (X) build a product or service using similar ideas, features, functions or graphics of the Services, (Y) copy any ideas, features, functions or graphics of the Services, or (Z) determine whether the Services are within the scope of any patent.

3. Privacy

The parties shall comply with the obligations set out in the DPA (Data Protection).

4. Intellectual Property Rights.  

1. Reservation of Rights
   ‍Except as expressly set forth herein, this Agreement does not grant (i) Matta any Intellectual Property Rights in Customer Data or Customer trademarks and brand features, or (ii) Customer any Intellectual Property Rights in the Services or Matta trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights or other similar rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
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2. Limited Permission from Matta
   Matta grants Customer only the limited rights that are reasonably necessary for Customer to use the Services in accordance with this Agreement and at all times (without limitation) expressly subject to the restrictions in clause 2(e).
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3. Limited Permission from Customer
   Customer grants Matta fully paid-up, worldwide, non-exclusive, royalty free, worldwide rights (including to Intellectual Property Rights) that are reasonably necessary for Matta to provide, maintain, develop, and improve the Services, comply with applicable law, enforce Matta terms and policies (including the Matta Terms and Conditions and this Agreement), and keep the Services safe. This permission includes rights to Customer Data, and any other information provided by Customer in relation to the Services, and it also extends to third party vendors that Matta works with to offer the Services.
   
4. Feedback
   Matta appreciates feedback, and Customer grants Matta a fully paid-up, worldwide, non-exclusive, royalty free, worldwide, irrevocable licence to use any feedback or suggestions received from Customer or End Users without restriction, conditions, or compensation.
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5. Customer List
   Matta may include Customer's name in a list of Matta customers on the Matta website or in promotional materials.

5. Publicity

‍Matta may identify Customer as a customer of Matta, including by listing the name and trademarks of Customer as a customer of Matta on Matta’s website, social media, marketing materials and any other media. In addition, Customer shall: (i) collaborate with Matta to prepare and issue a press release announcing the commercial relationship formed by this Agreement; and (ii) participate in at least one case study or other marketing collateral for Matta; provided, in each case, that no such press release, case study or other marketing collateral shall be issued without each Party’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.

6. Third-Party Services

‍The Services may include third party software, products, or services, (“Third Party Services”), and some parts of our Services may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them.  

7. Confidentiality

‍For purposes of this Agreement, “Confidential Information” means any technical or business information disclosed by one party to the other party that under the circumstances, a person exercising reasonable business judgement would understand to be confidential or proprietary, and includes but is not limited to Customer Data and all information related to the functioning, development, and usage of the Services.  

1. Each party will: (i) take reasonable measures to protect the other’s Confidential Information, and at least those measures it takes to protect its own confidential information of a similar nature; (ii) not disclose Confidential Information to any third parties (except for employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising a party's rights or carrying out its obligations under or in connection with this Agreement and subject to ensuring that such persons comply with the confidentiality provisions of this Agreement); and (iii) only use any Confidential Information in relation to the Services. A party may disclose Confidential Information to the extent required by any law or regulation if it gives the other party reasonable advance notice (to the extent permitted) so that the other party can seek to prevent or limit such disclosure.
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2. The receiving party’s obligations will not apply to the extent any Confidential Information (i) is or becomes generally known or available to the public, through no act or omission of the receiving party, (ii) was known, without restriction, prior to receiving it from the disclosing party, (iii) is rightfully acquired from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure, or (iv) is independently developed without access to any Confidential Information of the disclosing party.

8. Protection of Customer Data

‍Without prejudice to the provisions of the DPA, Matta will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorised access to or disclosure of Customer Data (other than by Customer or End Users).

9. Fees & Payment.  

1. Fees
   ‍Customer will pay, and authorises Matta to charge using Customer's selected payment method, for all applicable fees after any invoice or Order Form within 30 days or as otherwise provided in the Order Form.  Customer is responsible for providing complete and accurate billing and contact information to Matta.  Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month (12.68% annually) or the maximum allowed by law, whichever is less.  Customer will be liable for all legal and other expenses associated with collecting any overdue fees.  Fees are non-refundable except as required by law or specified herein. Matta may suspend or terminate the Services if fees are past due. ‍
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2. Modifications to the Services
   Matta may update the Services from time to time. If Matta changes the Services in a manner that materially reduces their functionality, Customer may provide notice within 30 days of the change to terminate the Agreement and receive a pro-rata refund of prepaid fees for the Services. This termination right will not apply to features provided on a beta or evaluation basis. ‍
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3. Taxes
   Customer is responsible for all taxes. Matta will charge tax when required to do so. ‍
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4. Purchase Orders
   ‍If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.

10. Suspension.  

1. Of End User Accounts by Matta
   ‍If an End User (i) violates this Agreement or the Matta Terms and Conditions, or (ii) uses the Services in a manner that Matta reasonably believes will cause it liability, then Matta may request that Customer suspend or terminate the applicable End User account and may suspend all or some of Customer’s access to the Services.
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2. Security Emergencies
   ‍Notwithstanding anything in this Agreement, if there is a Security Emergency then Matta may automatically suspend use of the Services. Matta will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorised third party access to the Services. ‍

11. Term & Termination.  

1. Term
   ‍Each Service will be provided for the subscription term set forth in the Order Form. This Agreement will remain in effect until Customer's subscription to the Services under all Order Forms expires or terminates, or until the Agreement is terminated.
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2. Renewal
   Each Order Form will automatically renew for an additional subscription term of equal length, unless either party terminates the subscription at least 30 days prior to the existing subscription term’s end.
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3. Termination
   ‍In addition to termination at the end of a subscription term, either Matta or Customer may terminate this Agreement (including all Order Forms) if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.  Matta may also terminate this Agreement with immediate effect in its sole discretion at any time (with a pro-rata refund of prepaid fees for unused Services).
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4. Effects of Termination
   ‍If this Agreement terminates: (i) the rights granted by Matta to Customer will cease immediately (except as set forth in this section); and (ii) Matta may provide Customer access to its account at reasonable fees so that Customer may export its Customer Data. Those terms that by their nature should survive either expiration or termination of this Agreement will survive, including but not limited to the parties’ obligations with respect to confidential information, intellectual property rights, ownership, indemnification and limitation of liability.  For the avoidance of doubt, upon termination of this agreement, Customer may not use Matta Services and must ensure that any previously sold Customer products do not continue to use Matta Services.

12. Indemnification.  

1. By Customer
   ‍Customer will indemnify, defend, and hold harmless Matta from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Matta and its Affiliates regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; (iii) End Users’ use of the Services in violation of this Agreement; or (iv) Customer’s own products or services, including those integrating the Services, except as directly caused by the Services.
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2. By Matta
   ‍Matta will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Matta's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.K. or EU patent, or trademark right of the third party. In no event will Matta have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Matta and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
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3. Possible Infringement
   ‍If Matta believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Matta may: (i) obtain the right for Customer, at Matta's expense, to continue using the Services; (ii) provide a noninfringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Matta does not believe the options described in this section are commercially reasonable then Matta may suspend or terminate Customer's use of the affected Services (with a pro-rata refund of prepaid fees for unused Services).
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4. General
   ‍The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE MATTA AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13. Disclaimers

‍THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR MATTA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.

14. Limitation of Liability.  

1. Limitation on Indirect Liability
   ‍TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR MATTA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, SALES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
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2. Limitation on Amount of Liability
   ‍TO THE FULLEST EXTENT PERMITTED BY LAW, MATTA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO Matta HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. ‍
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3. Liability which cannot be limited
   ‍NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED, INCLUDING BUT NOT LIMITED TO LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (II) FRAUD OR FRAUDULENT MISREPRESENTATION.

15. Disputes

‍Matta wants to address your concerns without resorting to a formal legal case. Provided that the right to issue proceedings is not prejudiced by a delay, before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures below. If a dispute is not resolved within 30 days of notice, Customer or Matta may bring a formal proceeding.

16. Miscellaneous.  

1. Entire Agreement
   This Agreement, including any Customer invoices and Order Forms, constitutes the entire agreement between Customer and Matta with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, the Agreement, the invoice. The terms and conditions of this Agreement will be considered the confidential information of Matta and Customer will not disclose the information to any third parties.  
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2. Governing Law and Jurisdiction; Severability
   ‍This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
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3. Notice
   ‍Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address. Notices to Matta must be sent to notices@matta.ai. Email notices are deemed given when sent.
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4. Waiver
   ‍A waiver of any default is not a waiver of any subsequent default.
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5. Assignment
   ‍Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Matta. Matta may not assign this Agreement without providing notice to Customer, except Matta may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
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6. No Agency
   ‍Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). ‍
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7. Force Majeure
   ‍Except for payment obligations, neither Matta nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance). ‍
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8. No Third-Party Beneficiaries.
   This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement. ‍
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9. Variation.
   No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).