By accessing or using any website, application, API, or service operated by Matterforma, Inc. ("Matterforma," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you may not use the platform. These Terms apply to all users, including visitors, registered account holders, API consumers, and any person or entity that interacts with Matterforma services.
1. Eligibility
You must be at least 18 years of age or the age of legal majority in your jurisdiction to use Matterforma. By creating an account, you represent that the information you provide is accurate, complete, and current, and that you have the legal authority to enter into these Terms. If you are using the platform on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.
2. Account Registration & Security
Access to certain features requires a registered account. Registration is currently available by invitation only. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately at security@matterforma.com if you become aware of any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms or exhibit suspicious activity.
3. Acceptable Use
You agree not to:
- Use the platform for any unlawful purpose or in violation of any applicable law or regulation.
- Attempt to gain unauthorized access to any part of the platform, other accounts, or connected systems.
- Interfere with or disrupt the integrity, performance, or availability of the platform or its infrastructure.
- Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any proprietary component of the platform, including but not limited to the MFCore runtime, governance engine, and compiler toolchain.
- Use automated tools (bots, scrapers, crawlers) to access the platform without prior written authorization.
- Circumvent or attempt to circumvent any governance policies, rate limits, access controls, or safety mechanisms.
- Redistribute, sublicense, or resell access to the platform or its outputs without authorization.
4. Intellectual Property
All intellectual property rights in the Matterforma platform — including but not limited to the .matr language specification, Protocol Execution Plan (PEP) format, MFCore runtime, governance framework, BERNIE AI system, Signal Event Layer (SEL), Audit Ledger, Observe, Govern, design system, documentation, and all associated trademarks — are and remain the exclusive property of Matterforma, Inc.
You retain ownership of any content, data, or materials you submit to the platform ("User Content"). By submitting User Content, you grant Matterforma a non-exclusive, worldwide, royalty-free license to use, process, store, and display your User Content solely as necessary to provide and improve the platform services. This license terminates when you delete your User Content or your account, except where retention is required by law or for legitimate business purposes (e.g., audit logs, governance records).
Certain aspects of the Matterforma platform — including the control plane architecture (governance engine, consequence tiers, policy enforcement, and execution orchestration) and the execution plane architecture (material computation runtime, PEP compilation, substrate abstraction, and signal processing) — are the subject of pending patent applications. "Patent Pending" designations apply to these technologies. Unauthorized reproduction or implementation of patent-pending technologies may constitute infringement.
You may reference publicly available documentation and simulation summaries with attribution. Open-source components, if any, are clearly labeled and governed by their respective licenses.
5. Platform Services & Availability
Matterforma provides a platform for governed Material Computing, including authoring, compilation, simulation, execution, observability, and governance of Matter programs. The platform is provided on an "as available" basis. We may modify, suspend, or discontinue any part of the platform at any time, with or without notice. We will make reasonable efforts to notify users of material changes.
Certain features — including Material Cloud execution pools, marketplace components, and advanced governance tiers — may be subject to additional terms, usage limits, or separate agreements.
6. Compute Credits & Billing
Use of certain platform features may require compute credits or a paid subscription. Credit pricing, allocation, and expiration are described in your subscription plan. Credits are non-transferable and non-refundable except as required by applicable law. We process payments through Stripe, Inc., a PCI-compliant payment processor. By providing payment information, you authorize us to charge the applicable fees. You are responsible for all taxes associated with your use of the platform.
7. Governance & Compliance
The platform enforces governance policies through consequence tiers (T0–T4) and compute tiers (C0–C4). You agree to operate within the governance boundaries defined for your account, project, and execution context. Attempts to bypass governance controls, manipulate audit trails, or circumvent safety mechanisms constitute a material breach of these Terms and may result in immediate account termination.
8. Data & Privacy
Your use of the platform is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your personal information. The Privacy Policy is incorporated into these Terms by reference.
9. Disclaimers
THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Matterforma does not warrant that the platform will be uninterrupted, error-free, or free of harmful components. Simulation results, execution outputs, and computational predictions are provided for informational and research purposes and should not be relied upon as the sole basis for decisions involving safety, health, or critical infrastructure without independent verification.
MFCore, PEP systems, and material computation substrates are experimental technologies. Results may vary and are not guaranteed to be reproducible across different execution environments or substrate configurations.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MATTERFORMA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO MATTERFORMA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
11. Indemnification
You agree to indemnify, defend, and hold harmless Matterforma and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your User Content.
12. Termination
We may suspend or terminate your access to the platform at any time, with or without cause, and with or without notice. You may terminate your account at any time by contacting us. Upon termination, your right to use the platform ceases immediately. Provisions that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, and indemnification — shall survive.
13. Modifications to These Terms
We reserve the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice on the platform. Your continued use of the platform after the effective date of any modification constitutes acceptance of the updated Terms.
14. Governing Law & Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.
15. Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
16. Entire Agreement
These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and Matterforma regarding your use of the platform and supersede all prior agreements, understandings, and communications, whether written or oral.
17. Contact
For questions about these Terms, contact us at legal@matterforma.com.
Matterforma, Inc.
169 Madison Ave STE 15945
New York, NY 10016