Terms of Service

May 11, 2020

ReMatter Inc.

Terms of Service

These Terms of Service govern your access to and use of ReMatter at www.rematter.com (" Website"), as well as the information and materials on this Website (collectively, the " Content"). If you are a paying customer of our services, you are also subject to the terms of the Master Service Agreement. By accessing or using this Website, you agree that you have read, understood, and accept these Terms of Service, our Privacy Policy, and all other policies or notices posted by us on our Website. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR CONTENT. This Website is operated by ReMatter Inc. (" ReMatter" or " we" or " us").

ReMatter reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Service, at any time. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Service, ReMatter grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

Terms of Restrictions on Access and Use

You may use this Website provided that (i) you are over 18 years of age, (ii) you are using the Website for your own personal use, (iii) you do not copy the Website or any part of it, (iv) you do not modify the Website or any part of it, and (v) you comply with all applicable laws, rules, regulations, and court orders.

ReMatter or its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Website and Content which is included in the Website. If you give feedback on the Website, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Website without compensation to you. We reserve all rights in and to the Website unless we expressly state otherwise. The Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of Content, contained on the Website is owned, controlled, or licensed by ReMatter, and is protected by trade dress, copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Service, no part of the Website and no Content maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without ReMatter's express written consent.

You may download publicly-available Content on this Website only for your personal, non-commercial use, provided that: (i) you keep intact all copyright and other proprietary notices; and (ii) if your copying or use of copyrighted materials on this Website is other than "fair use" under federal copyright laws, you must seek permission directly from us.

Your access to and use of this Website and the Content may be terminated by us at any time without notice.

You may not do any of the following:

• Violate any copyrights, and other proprietary or intellectual property rights in this Website or the Content;
• Engage in any "data mining," "deep-link," "page-scrape," or use "bots/spiders" or similar data gathering and extraction tools or methods in connection with this Website or the Content;
• Decompile, reverse engineer, disassemble, lease, sell, distribute, or reproduce this Website;
• Transmit, post, or otherwise make available: (a) content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable, including but not limited to any content that infringes on any intellectual property right or proprietary right; (b) viruses, Trojan horses or other harmful programs or material; or (c) not use any device, software or routine to interfere with the proper working of the Website, (d) advertising or promotional materials, "spam," or any other form of solicitation;
• Misrepresent your affiliation with or impersonate any person or entity;
• Interfere with or disrupt this Website, including imposing an unreasonable or disproportionately large load on the infrastructure of the Website, or attempt to circumvent this Website's security features;
• Remove or modify any copyright notices, other proprietary notices, or references to these Terms of Service in the Content or on this Website;
• Misrepresent the Content or this Website, or misinform others about the origin or ownership of the Content or this Website; and
• Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or other authentication measures on the Website or any network connected to the Website.

User Content

If you establish an account on this Website, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify ReMatter at support@rematter.com of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to this Website. Your access to and use of this Website may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

Sale of Services

We may offer for sale or download licenses to certain ReMatter products or services ("Services"). Your use of such Services will be subject to licensing terms applicable to such Services, or a separate written agreement between you and ReMatter. If you have previously purchased Services, those Services are subject to the terms and conditions of the Master Service Agreement located at https://rematter.com/msa.

Disclaimers and Limitation of Liability

THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND MAY BE SUBJECT TO ERRORS, INACCURACIES OR OMISSIONS.

REMATTER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIS WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THEIR COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUSES. YOUR ACCESS TO AND USE OF THIS WEBSITE AND THE CONTENT ARE AT YOUR SOLE RISK. REMATTER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), LOSSES, CLAIMS OR LIABILITY, KNOWN OR UNKNOWN (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE OR DATA), ARISING OUT OF THE USE OF (OR INABILITY TO USE) THIS WEBSITE, THE CONTENT, OR ANY THIRD-PARTY SITE LINKED TO THIS WEBSITE.

The above disclaimer applies to any damages liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action.

General

These Terms of Service constitute the entire agreement with respect to your access to and use of this Website and the Content. For avoidance of doubt, ReMatter's obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements.

You agree that ReMatter may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if we determine you have violated these Terms of Service or other agreements or guidelines which maybe be associated with your use of the Website. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to ReMatter, for which monetary damages would be inadequate, and you consent to ReMatter obtaining any injunctive or equitable relief that ReMatter deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies ReMatter may have at law or in equity.

If any provision of these Terms of Service is unlawful, void, or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. The failure by ReMatter to enforce any provision in these Terms of Service will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. California law, without regard to conflict of laws provisions, will govern these Terms of Service and any matter or dispute arising out of this Website or the Content. The state and federal courts located in San Francisco, California will have exclusive jurisdiction over any dispute relating to these Terms of Service, this Website, or the Content. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract.

Finally, ReMatter may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against ReMatter's rights or property of visitors to or users of the Website, including ReMatter's customers. ReMatter reserves the right at all times to disclose any information that ReMatter's deems necessary to comply with any applicable law, regulation, legal process or governmental request. ReMatter may also disclose your information when ReMatter determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

If you have any questions about these Terms of Service, please contact us at support@rematter.com.