Terms of Service

1. Who these Terms cover

The Service is used by people in three different positions, and not every section below applies to all of them. Two questions decide which parts apply to you: whether you hold a portfolio of projects, and whether you pay us.

• Agency. You hold a portfolio of projects, which may include projects you operate for your own clients. You pay us. You use the dashboard and the store admin.
• Solo business. You hold one business - an online store, a booking site or a website - which is your own. You pay us. You use that business's admin, and your billing lives inside it.
• An agency's client. You operate one store or site that an agency built and pays for. You have no payment relationship with us, and you owe us nothing. You are still bound by section 5 (Acceptable use) and section 4 (Your content), because those describe what may be published through our infrastructure.

Where a section applies to only one of these, it says so. An account may change position over time - a solo business that starts taking on clients becomes an agency - and these Terms follow the position you actually hold at the time.

If an agency has a separate written agreement with its own client, that agreement governs between them. It does not bind us and it cannot give the client rights against us that these Terms do not.

2. Accounts and eligibility

You must be at least 18 years old and able to enter into a binding contract. You are responsible for keeping your credentials confidential and for everything done under your account. Tell us immediately at support@matris.ai if you suspect unauthorised use.

If you sign up on behalf of a company, you confirm you have authority to bind that company, and "you" means both you and that company.

An account may invite staff and grant them permissions. You are responsible for what your staff do with the permissions you give them.

3. The Service, and what a project is

MatrisAI is a software-as-a-service platform for creating and running projects. A project is one hosted thing with its own address. Today there are three types:

• an online store - catalogue, checkout, orders, inventory, customers, transactional email, and integrations with payment providers and sales channels;
• a business website with bookings or sales - appointments, table reservations, stays, rentals, classes or events, with the customers, payments and transactional email that go with them;
• a presentation website - a generated marketing site with no checkout.

We may add further project types. A new type is offered under these Terms and counts against the same project allowance described in section 6 unless we say otherwise when we introduce it.

What your plan includes is described on the pricing page in force when you subscribe. We may add, change or remove features. We will not remove a material feature that a paid plan was sold on without providing a reasonable replacement, giving notice, or refunding the unused part of the period, whichever fits the circumstances.

4. Your content, your customers, and who is selling

You keep ownership of everything you put into the Service: catalogues, copy, media, customer records, order history ("Your Content"). You grant us a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display and adapt Your Content only as far as is needed to run, secure and support the Service for you.

When someone buys from, or books with, a business on this platform, they deal with you, not with us. You are the seller and the trader. You set the prices, you own the contract with the buyer, you are responsible for the goods or services, for the accuracy of what is described, for taxes, for delivery, for returns and refunds, and for the consumer-law obligations that apply where you sell. We provide the software and the hosting. We are not a party to that sale and we are not a marketplace.

Your store must publish the information the law requires of a seller, including who you are and how to reach you. We provide policy templates as a starting point, drafted against EU consumer law and filled in from the details you give us. They are a starting point and not legal advice, they cannot know your products or your trade, and the policies you publish remain yours and your responsibility.

In relation to your customers' personal data, you are the controller and we are a processor acting on your instructions. The terms of that processing are in section 11 of our Privacy Policy, which forms part of these Terms.

5. Acceptable use

You will not, and will not allow anyone else to:

• use the Service in breach of any law, regulation or third-party right;
• sell or help sell goods or services that are illegal where the buyer or the seller is, including counterfeit, infringing, fraudulent or stolen items;
• host or distribute malware, phishing pages, scams, deceptive content, material depicting child sexual abuse or exploitation, or content inciting violence;
• impersonate another business or person, or publish a store or site designed to be mistaken for one;
• attempt to reach parts of the Service, other accounts or the underlying infrastructure that you are not entitled to, including by scanning, scraping, probing, reverse-engineering or exploiting a vulnerability;
• interfere with the Service, including by overloading it, or by structuring traffic or usage to evade the metering and limits of your plan;
• send unsolicited bulk email or messages, or run a business that breaks anti-spam law (GDPR and ePrivacy, CAN-SPAM, CASL and equivalents). Marketing sends through the Service require a lawful basis and a working unsubscribe, both of which the Service provides and neither of which you may disable;
• train machine-learning models on data obtained from third parties without their permission;
• remove or interfere with attribution, branding or security notices produced by the Service, except through the white-label features your plan includes.

We may suspend or terminate an account that breaks this section, without notice where the breach is serious or ongoing. Confirmed child sexual abuse material, terrorism content or unambiguous fraud is reported to law enforcement.

Report abuse on a store or site we host to support@matris.ai, with the subject line "Abuse report", or through our abuse page.

6. Plans and fees

There are two price lists, and which one you are on depends on the position you hold under section 1. They are priced on different things, so a plan name that appears on both is not the same plan.

Prices are quoted in EUR and exclude any tax that applies where you are. Where we are required to charge VAT or sales tax it is added at checkout. Where you supply a valid VAT identification number and the reverse charge applies, no VAT is added and you account for it yourself.

6.1 Agency plans

An agency plan is priced on the size of the portfolio, plus usage. It includes:

• a number of projects. Online stores and presentation websites share one allowance, so ten projects means ten of either in any mix;
• a monthly allowance of visits across all projects, with a per-million charge above it;
• a monthly allowance of transactional emails across all projects, with a per-thousand charge above it;
• on the higher plans, white-label features and the ability to connect your own payment platform account (section 7.3).

A visit is a page opened by a visitor. One page can cause several requests to our servers - the document, the images, the data your browser fetches afterwards - and we count the page, not the requests. Assets, images and API calls behind a page that has already been counted are not counted again.

6.2 Solo plans

A solo plan covers one business of any of the types in section 3 and is priced as a monthly fee plus a commission on card payments taken through our payment gateway (section 7.2). Visits are not metered and there is no request overage; the commission is how the plan scales with your business. Depending on the type of business, a plan includes a number of staff accounts, team members or rental items, and some of these allowances can be extended for a per-unit fee. Transactional email has a monthly allowance, with a per-thousand charge above it, because every send has a cost to us.

The exact fee, commission rate and allowance for each plan are shown on the pricing page. The plan you subscribe to is the one described there on the day you subscribe.

6.3 Billing cycle

A subscription starts on the day you activate it and renews automatically each month, or each year on a yearly plan, until you cancel. Usage charges and commission accrued in a period are added to the invoice for that period at the rates in force when the usage occurred.

You may cancel at any time from your billing page. Cancellation takes effect at the end of the period you have paid for. We do not refund the unused part of a period unless the law requires it. Any usage or commission already accrued at cancellation is invoiced once more after it.

6.4 Discounts and introductory offers

A yearly plan is charged once for twelve months at a discount shown on the pricing page. An introductory offer applies only to the plan, interval and period it is advertised for, applies once per customer, and ends automatically - after which the plan renews at its normal price, which we show you before you subscribe.

6.5 Price changes

We may change prices with at least 30 days' notice to the email address on your account. A change takes effect at your next renewal after the notice period. If you do not accept it, cancel before it takes effect. Domain renewals are not covered by this paragraph - they have their own rule in section 10.1.

6.6 Failed payments

If a payment fails we retry it and tell you. An account whose subscription payment remains unpaid is subject to section 12.

7. Payment processing and commission

The Service does not process payments. Money paid by your customers goes to a payment provider's account, and there are three ways that can be arranged. Which one applies decides what you pay us.

7.1 Your own payment account

You connect your own account with a payment provider. Their agreement is with you, the money settles to you, and the provider's own fees are theirs to charge. We are not in the flow of funds and we hold none of your money.

We charge no commission on orders taken this way, on any plan, and none on orders paid by cash on delivery.

7.2 Our payment gateway

A solo business may instead activate card payments through our platform, which runs on Stripe Connect. A connected Stripe account is created for you, in your name, and you accept Stripe's terms. Settlement, chargeback liability and the provider's own processing fees remain yours.

On this arrangement we take a commission on card transactions only, at the rate shown for your plan, deducted at the moment of the charge. Orders paid by cash on delivery cost you no commission here. The rate that applies to a charge is the rate in force when the payment is created, and it is shown to you before you activate.

When you refund a card payment, our commission on that payment is returned to you in proportion. We do not keep a percentage of a sale that no longer exists.

7.3 An agency's payment platform

An agency on a plan that includes it may connect its own payment platform account and let the stores it builds sell through it, keeping a commission of its own. Where that happens:

• the commercial terms between the agency and its client are between them, and we are not a party to them;
• we charge the agency 0.20% of card volume processed this way, invoiced monthly to the agency, and we charge the agency's client nothing;
• the agency is responsible to its clients and to the payment provider for how that account is operated.

7.4 What we are not

We are not a payment institution, a money transmitter, a merchant of record or an escrow. We never hold, receive or release your customers' money. Chargebacks, disputes and refunds are between you, your customer and your payment provider.

8. Reselling and white label

This section applies to agencies.

You may resell the Service to your own clients as part of your own offering, at prices you set. On the plans that include it you may present the dashboard and store admin under your own brand, on a neutral domain or on your own domain, so that your clients do not see ours.

You remain our customer and remain responsible for the whole of your portfolio: for paying us, for what your clients publish, and for everything your clients do through the access you give them. You may not represent that you are MatrisAI, that we are responsible to your clients, or make any promise on our behalf - including about availability, support response, roadmap or security. Anything you commit to your clients beyond what these Terms give you is yours to honour.

You may not use our name or marks in your own branding without our written permission. Removing our branding under a white-label plan is not permission to use it.

If your subscription ends, the projects in your portfolio follow section 12, including those you operate for clients. Telling your clients about that is your responsibility, and you should arrange with them what happens to their store if your relationship ends.

9. Free trial

We may offer a free trial. It lasts for the period stated when you start it and does not become a paid subscription on its own. When it ends, projects created during it remain in place for a limited grace period and are then subject to section 12. We may change or withdraw the trial at any time.

10. Domain names

When you register a domain through us we act as a reseller. The registration is made with an accredited registrar (Cloudflare Registrar for generic extensions, EUReg for .ro), and you are the registrant - the domain is yours, registered in your name and with your contact details, and you may transfer it to another provider subject to the registry's rules. The registrar's and registry's own terms apply in addition to these Terms.

The registration details you give us are sent to the registry because the registry requires them. For .ro domains RoTLD additionally requires an identification number (CNP for an individual, fiscal code for a company) belonging to the same person or company named as the holder. Correcting the holder afterwards is a change-of-ownership procedure with supporting documents, so please check these details before you confirm.

Domain registrations are not refundable. Once the registry has issued the domain the fee is spent and cannot be recovered, which is why we confirm availability and price with the registry immediately before charging you. This reflects the exemption in EU consumer law for goods and services that are made to your specification or become unsuitable for return once supplied.

10.1 Renewal pricing

The renewal price shown when you register is the price in force on that day. It is not fixed for future years, and it can change for reasons outside our control:

• the registry that operates the extension changes its wholesale price (Verisign, for example, raises .com on a published schedule);
• our registrar changes its price, or the fees ICANN charges per registration change;
• the exchange rate moves. We sell in EUR and pay some registrars in USD, so a rate movement changes what a renewal costs us even when nobody has changed a price.

Because of this we do not ask you to accept an unknown future amount. Instead, we tell you the exact price before we charge it:

• at least 30 days before a domain expires we email you the exact renewal amount and the date it will be charged;
• that amount is then fixed for that renewal and does not change, whatever happens to prices or exchange rates in the meantime;
• we send a second reminder about a week before;
• you can decline the renewal at any point before the charge, in one click from your domains page, at no cost. The domain then expires at the end of its current term and becomes available to others.

If the payment fails we will tell you and try again before the expiry date. A domain that is not paid for by then expires. A short recovery period may be available from the registry at an additional fee set by the registry, but recovery is not guaranteed.

10.2 Automatic renewal

Whether a domain can renew automatically depends on the extension and on what the registrar supports. Where automatic renewal is available you can turn it on or off at any time from your domains page; where it is not, the domain will only be renewed if you accept the renewal we notify you about. In both cases you receive the notices described above, and in neither case will we charge an amount you have not been told in advance.

11. Changing plan

You may change plan at any time. An upgrade takes effect immediately. A downgrade takes effect at your next renewal.

If a downgrade leaves you with more projects than the new plan allows, we tell you which ones exceed it and give you a short window to choose which to keep. Projects you do not keep are suspended, not deleted: they stop serving visitors, their data is retained, and upgrading again restores them. We do not choose for you except as a last resort, and if we have to, we suspend the most recently created ones first.

12. Non-payment, suspension and termination

We would rather keep your store online than take it down, so nothing here happens without notice and nothing is deleted quickly. But we pay for the infrastructure a project uses whether or not it is being paid for, so the timeline has an end.

If a subscription lapses because payment was not made and was not recovered:

• for about three days everything keeps running and we keep asking you to fix it;
• after that the projects are suspended - storefronts stop serving visitors and you can still sign in. Your data is untouched;
• about two weeks later, if nothing has been paid, the projects and their data are deleted. This is not reversible.

Paying before the end of that period restores everything automatically. We email you at each step, to the address on your account - keep it current, because it is the address these notices go to.

We may also suspend or terminate your access if you breach these Terms, if we are required to by law or court order, or if continuing to serve you would put MatrisAI or other customers at significant risk. Where it is reasonable to do so, we give you notice and a chance to put it right first.

You may close your account at any time. When you do, we schedule it for deletion after a 30-day grace period during which you can cancel the request and nothing is lost. After that, your projects and their data are deleted, except records we are required to keep - principally accounting and tax records, and a limited set of security and audit records held for the period described in our Privacy Policy.

Export Your Content before you close an account or let a subscription lapse. Export tools are in the admin, and support@matris.ai will help if you need something they do not cover.

13. Intellectual property

MatrisAI, the MatrisAI brand, the dashboard and admin interfaces, the themes we supply and the underlying software are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for the duration of your subscription, including to use and customise the themes we supply within stores you run on the Service. You may not copy, modify, distribute, sell, sublicense or reverse-engineer the Service except as these Terms or the law expressly permit.

Feedback or suggestions you send us about the Service may be used by us without obligation to you.

14. Apps and third-party services

The Service integrates with third parties - payment providers, marketplaces, couriers, analytics - and offers apps that connect to them. Some apps are published by us and some by third parties.

Installing an app grants it the permissions shown to you before you confirm. An app published by a third party is governed by that party's own terms and privacy policy, its developer is responsible for it, and we do not warrant it. We forward to a third party only the data the integration needs, as described in our Privacy Policy. Where an app misbehaves or presents a security risk we may remove or disable it without notice.

Charges made by a third party, including the fees of a payment provider or a marketplace, are between you and them.

15. Warranty disclaimer

EXCEPT WHERE PROHIBITED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC RESULT WILL BE ACHIEVED. WE TARGET HIGH AVAILABILITY ON A BEST-EFFORT BASIS BUT DO NOT GUARANTEE IT EXCEPT WHERE SPECIFICALLY COMMITTED IN A WRITTEN SERVICE LEVEL AGREEMENT.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MATRISAI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOST OR CORRUPTED DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED EUR.

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for death or personal injury caused by negligence, for fraud, or for fraudulent misrepresentation.

17. Indemnification

You will defend, indemnify and hold harmless MatrisAI and its directors, employees and agents from and against any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of (a) Your Content, (b) your breach of these Terms, (c) your violation of any law or third-party right, (d) any dispute between you and your customers, or (e) where you are an agency, any dispute between you and your own clients or anything you promised them that these Terms do not provide.

18. Governing law and disputes

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws principles. You and MatrisAI, LLC agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California for any dispute arising out of or related to these Terms or the Service, except that we may seek injunctive relief in any competent court to protect our intellectual property or the integrity of the Service.

Where you reside in the European Union, the United Kingdom or another jurisdiction whose mandatory consumer-protection laws cannot be waived by contract, this choice of law and forum does not deprive you of the protections of those mandatory laws.

19. Changes to these Terms

We may update these Terms. Material changes are announced at least 30 days in advance, by email to the address on your account or by a notice in the dashboard. The "Effective" date at the top of this page is when this version takes force; until then, the version it replaces applies. If you do not agree to an update, stop using the Service before it takes effect.

20. General

These Terms, together with our Privacy Policy and any plan-specific terms shown to you when you subscribe, form the entire agreement between you and MatrisAI about the Service, and supersede any prior agreement on the same subject. If any provision is held unenforceable, the rest remains in force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition or sale of assets.

21. Contact

The Service is operated by MatrisAI, LLC. You can reach us at support@matris.ai, or by post at:

MatrisAI, LLC
2261 Market Street STE 85635
San Francisco, CA 94114
United States