1. Acceptance of Terms

By accessing, registering for, or using the Platform (as defined below), you ("Client," "you," or "your") agree to be legally bound by these Terms and Conditions ("Agreement"). If you do not agree to all terms herein, you must immediately cease use of the Platform. This Agreement is entered into between the Client and Matter42 ("Provider," "we," "us," or "our").

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

• Platform means the Provider's online software platform, applications, APIs, tools, dashboards, and all associated services made available to the Client.
• Client Data means any data, content, files, records, or information uploaded, submitted, or otherwise transmitted by the Client to the Platform.
• Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, database rights, design rights, and all other intellectual or proprietary rights, whether registered or unregistered, anywhere in the world.
• Output means any results, analyses, reports, insights, derivatives, or other materials generated by the Platform in connection with processing Client Data.
• Confidential Information means any non-public information disclosed by either party in connection with this Agreement.

3. Platform Access and License

3.1 Grant of Access

Subject to the terms of this Agreement and timely payment of applicable fees, the Provider grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Client's internal business purposes during the Term.

3.2 Account Responsibilities

The Client is solely responsible for:

• Maintaining the confidentiality and security of all login credentials and account access details;
• All activities that occur under the Client's account;
• Ensuring that only authorised personnel access the Platform;
• Promptly notifying the Provider of any unauthorised access or suspected security breach.

3.3 Restrictions

The Client shall not, and shall not permit any third party to:

• Sub-license, resell, transfer, assign, or otherwise make the Platform available to any third party;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
• Modify, adapt, translate, or create derivative works based upon the Platform;
• Use the Platform for any unlawful, fraudulent, or harmful purpose;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;
• Use automated scripts, bots, or data scraping tools to access or interact with the Platform.

4. Client Data

4.1 Client Ownership of Input Data

As between the Client and the Provider, the Client retains all ownership rights in and to the original Client Data as uploaded or submitted to the Platform. The Client grants the Provider a non-exclusive, worldwide, royalty-free licence to host, store, process, and use Client Data solely to the extent necessary to provide the Platform services and fulfil obligations under this Agreement.

4.2 Client Warranties Regarding Data

The Client represents and warrants that:

• It has full right, title, and authority to upload Client Data to the Platform;
• Client Data does not infringe any third-party Intellectual Property Rights;
• Client Data does not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable;
• The collection and transfer of Client Data to the Platform complies with all applicable data protection and privacy laws.

4.3 Data Processing

The Provider shall process Client Data in accordance with its Privacy Policy and applicable data protection legislation. Where processing involves personal data, the parties shall enter into a separate Data Processing Agreement as required by applicable law.

4.4 Data Security

The Provider shall implement and maintain commercially reasonable technical and organisational security measures designed to protect Client Data against unauthorised access, loss, destruction, or alteration. However, the Provider does not guarantee absolute security and shall not be liable for breaches beyond its reasonable control.

5. Intellectual Property Rights

5.1 Provider Ownership — Platform and Technology

The Client expressly acknowledges and agrees that the Provider exclusively owns all right, title, and interest in and to the Platform and all associated intellectual property, including but not limited to:

• The Platform's software, source code, object code, algorithms, and architecture;
• All user interfaces, visual designs, graphics, templates, and layouts;
• All documentation, manuals, and technical specifications;
• All trade secrets, methodologies, and know-how embedded in or relating to the Platform;
• All improvements, enhancements, updates, and modifications to the Platform, whether developed independently by the Provider or arising from feedback provided by the Client.

5.2 Provider Ownership — Outputs and Derived Materials

Any and all Output generated by the Platform — including analyses, reports, models, insights, aggregated data, statistical results, and derivative works — shall be and remain the exclusive property of the Provider. The Provider grants the Client a limited, non-exclusive, non-transferable licence to use such Output solely for the Client's internal business purposes during the Term of this Agreement.

5.3 No Transfer of IP

Nothing in this Agreement shall be construed as transferring, assigning, or granting to the Client any ownership rights in the Platform, its underlying technology, or any Output. The Client obtains no rights in the Platform or Output other than the limited access and use rights expressly set out in this Agreement.

5.4 Feedback

If the Client provides any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Platform ("Feedback"), the Client hereby assigns to the Provider all right, title, and interest in and to such Feedback, and the Provider shall be free to use, incorporate, and commercialise such Feedback without restriction or obligation to the Client.

5.5 Aggregated and Anonymised Data

The Provider may collect, use, and disclose data derived from Client Data in aggregated or anonymised form — in a manner that does not identify the Client or any individual — for purposes including product improvement, analytics, benchmarking, and research. Such aggregated or anonymised data shall be owned exclusively by the Provider.

6. Free Trial Period

6.1 Eligibility

New Clients who register on the Platform for the first time are eligible for a complimentary trial period of fourteen (14) calendar days commencing on the date of account registration (the "Free Trial Period"). Each Client is entitled to one (1) Free Trial Period only. The Provider reserves the right to verify eligibility and to deny or revoke trial access where it reasonably suspects abuse or misrepresentation.

6.2 Scope of Free Trial

During the Free Trial Period, the Client shall have access to the Platform features as specified on the Provider's website or in the applicable sign-up materials. The Provider may, at its sole discretion, limit the volume of data, number of users, or specific features available during the Free Trial Period.

6.3 No Payment Required During Trial

No payment or credit card details are required to initiate a Free Trial unless expressly stated at the point of registration. The Client incurs no charges solely as a result of using the Platform during the Free Trial Period.

6.4 Conversion to Paid Subscription

Upon expiry of the Free Trial Period, access to the Platform will be suspended unless the Client selects a paid subscription plan and provides valid payment details. The Client's data and settings will be retained for a period of thirty (30) days following expiry of the Free Trial Period, after which they may be permanently deleted if no paid subscription is activated.

6.5 Termination of Free Trial

The Provider reserves the right to modify, suspend, or terminate the Free Trial offering at any time without notice. All provisions of this Agreement apply in full during the Free Trial Period, including those relating to Client Data, Intellectual Property, and Confidentiality.

7. Fees and Payment

All fees for access to and use of the Platform are as set out in the applicable Order Form or Subscription Agreement ("Fees"). Unless otherwise specified:

• Fees are due and payable in advance in accordance with the billing cycle set out in the Order Form;
• All Fees are non-refundable except as expressly stated in this Agreement;
• The Provider reserves the right to suspend or terminate access to the Platform for non-payment;
• The Provider may modify Fees upon thirty (30) days' written notice to the Client;
• All Fees are exclusive of applicable taxes, levies, or duties, which shall be borne by the Client.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes permitted under this Agreement. Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care. These obligations shall survive termination of this Agreement for a period of five (5) years. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

9. Warranties and Disclaimers

9.1 Provider Warranties

The Provider warrants that the Platform will perform materially in accordance with its documentation under normal use during the Term.

9.2 Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT. THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Provider's total aggregate liability to the Client for all claims arising under or in connection with this Agreement shall not exceed the total Fees paid by the Client to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

11. Indemnification

The Client shall indemnify, defend, and hold harmless the Provider and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client's use of the Platform in breach of this Agreement; (b) Client Data, including any claim that Client Data infringes the rights of a third party; or (c) the Client's breach of any applicable law or regulation.

12. Term and Termination

12.1 Term

This Agreement shall commence on the Effective Date and continue for the initial subscription period specified in the Order Form, and shall automatically renew for successive periods unless terminated in accordance with this clause.

12.2 Termination for Convenience

Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party prior to the end of the then-current subscription period.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that is not remedied within fourteen (14) days of written notice; or (b) becomes insolvent, enters administration, or is subject to winding-up proceedings.

12.4 Effect of Termination

Upon termination or expiry of this Agreement:

• All licences granted to the Client shall immediately cease;
• The Client shall cease all use of the Platform;
• The Provider shall, upon written request within thirty (30) days of termination, make Client Data available for export in a standard format for a period of thirty (30) days, after which the Provider may delete Client Data;
• All accrued payment obligations shall survive termination.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be referred to binding arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, with proceedings conducted in Palo Alto, California. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the applicable Order Form and any annexures, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

14.2 Amendments

The Provider may amend this Agreement at any time by providing thirty (30) days' written notice or by posting updated terms on the Platform. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the revised terms.

14.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

Failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

14.5 Assignment

The Client may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Provider. The Provider may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, pandemic, governmental action, or internet infrastructure failure.

14.7 Notices

All notices under this Agreement shall be in writing and delivered by email (with written confirmation of receipt) or by registered post to the addresses specified in the Order Form.

15. Acknowledgement

BY ACCESSING OR USING THE PLATFORM, THE CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.