Terms & Conditions
Last Updated: March 12, 2025
1. Introduction
Matter and Space is creating a new model for human-centered learning and flourishing in the age of AI. We value the trust you have placed in us by selecting us as a learning partner. This Terms and Conditions document outlines what you can reasonably expect in your relationship with Matter and Space as well as our commitments to you. Please take the time to thoroughly read this document.
2. Disability Notice
If you are visually impaired, have another disability requiring accommodation, or seek support in other languages, you may access these terms by emailing us at privacy@matterandspace.com.
3. General
3.1. Agreement to Be Bound
These Terms and Conditions (“Terms”) govern your access to and use of the services offered by Human Systems, Inc. d/b/a Matter and Space (“Matter and Space,” “we,” “us,” “ours”) via Matter and Space’s websites (the “Websites”) and app (the “App”) (the Website, the App, and other delivery methods are collectively the “Services,” the “Products”) . Please read these Terms carefully and contact us with any questions at privacy@matterandspace.com. . By accessing or using Matter and Space Services, you agree to be bound by the Terms, our Privacy Policy. If you do not accept the Terms and Conditions, your sole remedy is to cease accessing, browsing, and otherwise using the Services.
3.2. Scope
These Terms set out the whole agreement between you and us for the supply of the Services unless expressly stated otherwise. For instance, in order to use or access certain Services or other special offerings, you may be required to agree to additional terms and conditions or policies; those additional terms or policies are hereby incorporated into these Terms. Where such terms or policies are inconsistent with these Terms, the additional terms or policies will control.
3.3. Modification of Terms
Matter and Space reserves the right to change or update these Terms, or any other of our policies or practices, at any time. If a change to these Terms materially modifies your rights or obligations, we may notify you and require that you accept the modified Terms in order to continue to use the Services. We may notify you of such changes via pop-up or push notifications within the Products or via email. If you continue to use the Services after modification, you agree to abide by the modified Terms.
3.4. Privacy
Protecting and safeguarding any personal information you provide through Services is extremely important to us. Information about our privacy practices can be found in our Privacy Policy (“Privacy Policy”). You acknowledge that your use of the Services is also subject to our Privacy Policy. You further acknowledge that your use of the Products and Services may require the collection of your health information. This health information may be considered sensitive under your local laws. For example, this health information can fall under the “special category” of personal data under the GDPR which you can learn more about in Section 10 of our Privacy Policy. In certain US states, this health information may be “consumer health data” as defined under applicable laws including Washington’s My Health My Data Act, Connecticut’s Data Privacy Act, and Nevada’s SB 370.
4. Use of the Service
4.1. Registering for the Service
To access the Services, you must sign up as a registered user (a “User”). You can do this via our Websites, our Apps or via certain third-party services. If you become a member via a third-party, such third-party terms and policies may apply. To become a Member, you need to provide certain personal information including but not limited to your first name, last name, email address, date of birth, and a password to be used in conjunction with that email address (“User Information”). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your device.
4.2. Eligibility for use of the Service
By registering as a Member and using and/or accessing the Products or Services, you warrant that:
(i) you are legally capable of entering into binding contracts;
(ii) all User Information you submit is truthful, accurate, and up to date;
(iii) you will maintain the accuracy of such information; and
(iv) your use of the Products and Services does not violate these Terms or
any Applicable Law.
Persons under the age of 18 are not permitted to use the Services. By using the Services, you represent and warrant that you are at least eighteen years of age or the age of majority in your jurisdiction, whichever is higher. Matter and Space assumes no responsibility or liability for misrepresentation of your age.
4.3. Matters of Ownership
The Services may contain materials, including but not limited to software, text, graphics, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be available to us through arrangements we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, or other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way or for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms and Conditions, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Matter and Space (the “Matter and Space Trademarks”) used and displayed throughout the Services are registered and unregistered trademarks or service marks of Matter and Space. Other company product, and service names located on the Services may be trademarks or service marks owned by third-parties (“Third-Party Trademarks,” and collectively with the Matter and Space Trademarks, the “Trademarks”). Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark display on the Services without the prior or written consent of Matter and Space specific for each such use. The Trademarks may not be used to disparage Matter and Space or the applicable third-party, Matter and Space’s or the third-party’s product or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Matter and Space’s prior written consent. All goodwill generated from the use of any Matter and Space Trademark shall inure to Matter and Space’s benefit.
You agree not to:
(a) take any action that imposes an unreasonable load on the Services’
infrastructure;
(b) use any device, software or routine to interfere or attempt to interfere
with the proper working of the Services or any activity being conducted through
the Services;
(c) attempt to decipher, decompile, disassemble, or reverse engineer any of
the software comprising or making up the Services;
(d) delete or alter any materials posted on the Services by Matter and Space
or any other person or entity, or;
(e) frame or link to any of the materials and information available on the
Services.
4.4. Third parties
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content of such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Third party products and services made available on the Services are made and offered directly by the applicable third party. When you pursue or purchase any such product or service, you acknowledge that you are contracting directly with such third party and not with Matter and Space. Your interaction with, or participation in promotions of, third parties found on or through the Services, including payment and delivery of goods or services, and any other terms, are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Services.
YOU AGREE THAT MATTER AND SPACE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any such materials or such External Sites. You should make precautions when downloading files from all websites to protect your computer from viruses or other destructive programs. If you decide to access any External Sites, you do so at your own risk.
Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of the Content for the Services may be retransmitted without the express written consent from Matter and Space for each and every instance.
5. Use of the Service
By using the Services you agree not to:
5.1. Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble the Products or Services in any way, or create derivative works of the Products or Services;
5.2. record the Services;
5.3. use the Services (or any part of them) to create any tool or software product that can be used to create software applications of any nature whatsoever;
5.4. upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services;
5.5. interfere with the servers or networks underlying or connected to the Products and Services or to violate any of the procedures, policies or regulations of networks connected to the Services;
5.6. access the Services in an unauthorized manner, including in violation of any local, state, national or international law
5.7. circumvent any territorial restrictions applied to the Services;
5.8. perform any fraudulent activity including impersonating any other person or entity while using the Services;
5.9. conduct yourself in an offensive manner while using the Services (including, but not limited to, bullying, harassing, or using hate speech or degrading comments about things like race, religion, culture, sexual orientation, gender or identity, age, disability, or serious disease);
5.10. use the Services for any illegal, immoral or harmful purpose (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes);
5.11. use the Services for any purposes related to scientific research, analysis or evaluation of the Services without the express written consent of Matter and Space;
5.12. rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part or use the Services except for your own personal use;
5.13. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
5.14. sell or otherwise transfer access granted under these Terms or any Content (as defined below) or any right or ability to view, access, or use any Content; or
5.15. attempt to do any of the acts described in this Section or as otherwise prohibited by these Terms or assist or permit any person in engaging in any of the acts described in this Section or otherwise as prohibited by the Terms.
We reserve the right to immediately terminate your access to or use of our Products or Services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms.
By breaching the provisions of this Section, you may commit a criminal offense under Applicable Law. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.
The Services are directed to users in the United States, Canada, and Mexico. We make no claims regarding whether the Content may be downloaded, viewed, or be appropriate for users outside of the United States, Canada, and Mexico. If you access the Services or Content from outside of the United States, Canada, and Mexico, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States, Canada, and Mexico control the exports of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
6. Interactions with Matter and Space Users
The Services function as a venue to connect Matter and Space users in a virtual information place. As a neutral facilitator, Matter and Space is not directly involved in the actual interactions between users using the Services. As a result, Matter and Space has no control over the truth, accuracy, quality, legality, or safety of postings made by users using the Services. Matter and Space shall have no responsibility to confirm the identity of users. Matter and Space shall also have no responsibility to confirm or verify the qualifications, background, or abilities of users using the Services.
7. User Material
The Services may let you submit material to us, for example, you may be able to post comments or images in certain functions or features of the Services. “User Material” refers to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product or Service purchase, or Product or Service use information which you provide in registering for and using Products or Services. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
We do not systematically review all User Material submitted by you or other users. However, we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Products or Services for operational and other purposes. If at any time we choose to monitor such information, we assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material.
We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products or Services, particularly where User Material breaches this Section, and we may do this with or without giving you any prior notice.
We may link User Material or parts of User Material to other material, including material submitted by other users or created by Matter and Space or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Matter and Space. We may indirectly commercially benefit from use of your User Material.
Each time you submit User Material to us, you represent and warrant to us as follows:
7.1. You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract.
7.2. Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate.
7.3. Your User Material does not advertise any product or service or solicit any business.
7.4. Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person.
7.5. You will not collect email addresses of users for the purpose of sending unsolicited email.
7.6. You will not engage in criminal or tortious activity, including fraud, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person.
7.7. You will not engage in any automated use of the system, such as using scripts to alter our content.
7.8. You will not access, tamper with, or use non-public areas of the Services, Matter and Space’s computer systems, or the technical delivery systems of Matter and Space’s providers.
7.9. Except as necessary to maintain your own computer security by use of commercial-off-the-shelf antivirus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Services or any other Matter and Space system or network or breach any security or authentication measures.
We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Matter and Space an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained in the User Material, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Matter and Space may include your User Material in Matter and Space’ distribution content that is made available to others through the Products. Be aware that Matter and Space has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Matter and Space and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Services or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products and Services, you grant, and you represent and warrant that you have the right to grant, to Matter and Space an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained in the Submissions, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Matter and Space has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Matter and Space and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
8. Electronic Communication Consent
Email, text messaging, push notifications and other electronic communication (“Electronic Communications”), such as posting notices on the Services allow Matter and Space to exchange information with you efficiently in connection with the provisioning of our Services, product information, appointment reminders, and links to surveys.
Your use of the Services means that you agree and consent to the use of Electronic Communications as an acceptable form of communication for the purposes of receiving our Products and Services and product information.
By providing us with your phone number, you consent to receiving SMS/text message communications from us related to the Services, including marketing and promotional messages, even if the phone number you provide is registered on any federal or state Do-Not-Call registry. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may opt out of receiving SMS/ text message communications from us at any time by replying “STOP”. We will send a final SMS message to confirm that you have been unsubscribed and after this you will no longer receive SMS messages from us.
You acknowledge that Electronic Communications may not be a completely secure means of communication, and there may be the potential for such communications to be accessed in storage or during transmission. We will limit the amount and type of confidential information disclosed in un-encrypted Electronic Communications in compliance with our privacy policy.
Applicable laws require that some of the information or communications we send to you should be in writing. You agree to transact with us electronically, and that communication with us will be mainly electronic. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at help@matterandspace.com. Please be sure to state that you are requesting a copy of the particular communication.
If you wish to change your email address, phone number, or modify your preferences regarding the use of email and text communication, please contact us at help@matterandspace.com. You can also contact help@matterandspace.com to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products or Services.
We reserve the right, in our sole discretion, to discontinue the provision of your Electronic Communications, or to terminate or change the terms and conditions on which we provide Electronic Communications. We will provide you with notice of any such termination or change as required by law.
9. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT:
THE SERVICES ARE NOT TO BE USED IN CASE OF A MEDICAL OR MENTAL HEALTH EMERGENCY. IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. IF YOU ARE HAVING THOUGHTS OF HARMING OR KILLING YOURSELF, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE, AND IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE CONTACT 911 (OR YOUR LOCAL EQUIVALENT) OR GO TO THE NEAREST EMERGENCY ROOM. A LIST OF LOCAL EMERGENCY SERVICE TELEPHONE NUMBERS CAN BE FOUND HERE.
MATTER AND SPACE IS NOT A LICENSED MEDICAL CARE PROVIDER; DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS; HAS NO EXPERTISE IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; AND IS NOT YOUR HEALTHCARE PROVIDER;
MATTER AND SPACE IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT;
ANY WRITTEN MATERIAL PROVIDED BY MATTER AND SPACE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER;
YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION;
NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE PRODUCTS AND SERVICES;
MATTER AND SPACE ASSUMES NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE PRODUCTS OR SERVICES.
IN NO EVENT SHALL ANY MATTER AND SPACE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MATTER AND SPACE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Disclaimer of Warranties
MATTER AND SPACE, ITS AFFILIATED AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MATTER AND SPACE PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE MATTER AND SPACE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USERS OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK.
THE MATTER AND SPACE PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MATTER AND SPACE PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MATTER AND SPACE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE MATTER AND SPACE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the extent that you participate in any content featured in the Services, you represent and warrant that you are in adequate physical health and mental health to perform such activities and have no disability or condition that would make such activities dangerous. You should consult a licensed physician prior to or beginning or such activities. You acknowledge that Matter and Space has advised you of the necessity of doing so.
11. No Waiver
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
12. Force Majeure
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products and Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
13. Notices
Unless otherwise specifically indicated, all notices given by you to us must be given to Matter and Space at help@matterandspace.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in these Terms. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.
14. Notice for New Jersey Users
IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS (9, 10, 11, 12, 13) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
15. Indemnification
You agree to defend, indemnify, and hold harmless the Matter and Space parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms and Conditions or your access to, use or misuse of the Content of the Services. Matter and Space shall provide notice to you of any such claim, suit, or proceeding. Matter and Space reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Matter and Space’s defense of such matter.
16. Termination of the Agreement
Matter and Space reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and Conditions and your access to all or any part of the Services or the Content at any time and for any reason without prior notice or liability. Matter and Space reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability.
17. Termination
You agree that Matter and Space may, under certain serious circumstances and without prior notice, immediately suspend or terminate your account and/or access to the Services. Cause for such suspension or termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your account may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files and Content associated with your account, and (z) barring of further use of the Services. Further, you agree that all suspensions or terminations for cause shall be made in Matter and Space’s sole discretion and that Matter and Space shall not be liable to you or any third party for any suspension or termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: Content and Conduct, Clubs, Proprietary Rights, Your Feedback, Disclaimer of Warranties and Liability, Indemnity, Choice of Law and Forum, and General.
18. Dispute Resolution
The sections below concerning arbitration, class-action waiver, exception, 30 day right to opt out and time limitation of claims do not apply to users who live in the European Union.
18.1. Arbitration
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to the Matter and Space’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Matter and Space will pay the additional cost. You and Matter and Space hereby expressly waive trial by jury. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Matter and Space is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
18.2. Class-Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Any action related to the Terms, Content, the Services, and your relationship with Matter and Space shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Hampshire without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to the Section entitled “Dispute Resolution”, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts embracing New Hampshire and you consent to the exclusive jurisdiction of the federal or state courts embracing New Hampshire. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This paragraph does not apply to users who reside in the European Union.
18.3. Miscellaneous
These Terms and Conditions are governed by the internal substantive laws of the State of New Hampshire, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the Commonwealth of New Hampshire. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. Failure of Matter and Space to act on or enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other provision in these Terms and Conditions. No waiver shall be effective against Matter and Space unless made in writing, and no such waiver shall be construed as a waiver in any other subsequent instance. Except as expressly agreed by Matter and Space, these Terms and Conditions and the Privacy Policy (collectively, the “Policies”) constitute the entire agreement between you and Matter and Space with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. These Terms and Conditions will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Services might be publicly accessible. Important and private information should be protected by you. Matter and Space is not liable for protection of privacy or electronic mail or other information transferred through the Internet or any other network that you may use.
18.4. Notice for California Users
Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: If you have a complaint regarding the Services that you think we have not adequately resolve, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
18.5. U.S. Government Restricted Rights.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the government constitutes acknowledgement of our proprietary rights in the Services and Content.