Matterworks | Terms of Use

Last Updated: August 22, 2023
Welcome, and thank you for your interest in Matterworks, Inc. (“Matterworks," "we," or "us") and our website at https://www.matterworksbio.com/ (the “Site”). Your use of any of our products or services will be governed by a separate manually or digitally-executed agreement. These Terms of Use are a legally binding contract between you and Matterworks regarding your use of the Site.

Please note that if you are receiving access to any Matterworks products or services (including Nova) other than the Site (each, a “Matterworks Service”) from or through a third party customer of Matterworks (e.g., your employer) (a “Matterworks Customer”), your use of the Matterworks Service is governed by the terms and conditions of the applicable service agreement between Matterworks and the Matterworks Customer, even if you access the Matterworks Service via the Site.

Please read the following terms carefully before using the Site. Clicking “I ACCEPT,” or otherwise accessing or using the Site, you acknowledge that you have read the Matterworks Website Privacy Policy and agree to be bound by the Matterworks Website Terms of Use (together, the “Terms”). If you are not eligible, or you do not agree to the Matterworks Website Terms of Use, then you do not have our permission to use the Site.

1. Eligibility

You must be at least 18 years of age to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; and (b) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

2. Changes to the Terms

We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use. Disputes arising under these Terms will be resolved in accordance with the version of the Terms that was in effect at the time the dispute arose.

3. Changes to the Site

We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

4. Limited License

Subject to these Terms, Matterworks grants you a limited, revocable license to access and use the Site solely for non-commercial purposes to learn more about our products and services and to review and apply for job openings. No other use of the Site is authorized.

5. Restrictions

You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.

6. Ownership

The Site is owned and operated by Matterworks. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, any trademarks, logos, or service marks displayed on the Site, and all other elements of the Site provided by Matterworks (“Materials”) are protected by intellectual property and other laws. All Materials included in the Site are the property of Matterworks or its third-party licensors. Except as expressly authorized by Matterworks, you may not make use of the Materials. There are no implied licenses in these Terms and Matterworks reserves all rights to the Materials not granted expressly in these Terms

7. Privacy Policy

Please read the Matterworks Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

8. Links and Third-Party Content

Matterworks may provide tools through the Site that enable you to export information to third-party services, including through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize Matterworks to transfer that information to the applicable third-party service. Third-party services are not under Matterworks’ control, and, to the fullest extent permitted by law, Matterworks is not responsible for any third-party service’s use of your exported information. The Site may contain links to third party products, services, and websites. We exercise no control over the third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites.

Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Site.

9. Feedback

If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant Matterworks an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

10. Disclaimer of Warranties

YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MATTERWORKS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MATTERWORKS OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. HOWEVER, MATTERWORKS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT MATTERWORKS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

11. Limitation of Liability

MATTERWORKS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MATTERWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL MATTERWORKS’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnity

You will indemnify and hold Matterworks, and affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site, the Materials, or Site Content, your violation of these Terms, or your violation of any rights of a third party through use of the Site, the Materials, or Site Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13. General Terms

These Terms are the entire and exclusive understanding and agreement between you and Matterworks regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

14. International Use

The Site may not be appropriate or available for use in all jurisdictions, and we make no representation that the Site is, or will be, appropriate or available in the jurisdiction in which you use or access the Site. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.

15. Legal Notices

These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Site will lie in the state and federal courts located in the Commonwealth of Massachusetts, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of Matterworks to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Matterworks in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

Contacting Matterworks

If you have any questions or concerns about the Site or these Terms, you may contact us by email at legal@getmatterworks.com or write to us at:

Matterworks, Inc.
444 Somerville Ave.
Somerville, MA 02143