Welcome to Mattoboard! These Terms of Use (“Terms”) apply to your (“you” or “your”) use of Mattoboard’s visual curation platform (the “Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and Mattoboard Inc. identified in these Terms (“Mattoboard”).
1. Overview
Mattoboard is a visual curation platform that empowers people to design moodboards virtually, When you use the Service, you’ll have access to a variety of materials provided by Mattoboard and their brand partners to use in your designs (“Licensed Content”). You also have the option to upload your own content (“User Content”), such as images and files, which you have full control and responsibility over. You can use Licensed Content, your User Content, and tools available in Mattoboard to create your Designs.
The Service is made available on Mattoboard.com, any future mobile apps, desktop applications, and in other forms provided or made available by Mattoboard.
Your use of the Service is subject to the following:
You agree not to upload content, create designs, or use Mattoboard, directly or indirectly, in any manner that:Promotes or creates a risk of physical or mental harm, emotional distress, death, disability, or disfigurement to yourself, any person, or animal;Promotes or creates a risk of harm, loss, or damage to any property;Seeks to harm or exploit children;Is harassing, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy or publicity rights, libelous, or threatening;Discriminates, incites, or promotes discrimination against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis;Is sexually explicit or pornographic in nature or contains links to such material;Involves the sale or promotion of illegal activities, products, or services;Is fraudulent or promotes fraudulent activity;Violates the rights of any individual or third party, including their intellectual property and data privacy rights;Contains any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties;Contains any information or disinformation that is false, deceptive, or misleading or otherwise promotes, endorses, encourages, or facilitates the spread of false information;
Violates any applicable law or promotes activities that are illegal in nature;
Threatens or undermines democratic processes or institutions. By using the Service you acknowledge and agree to Mattoboard’s Privacy Policy.
You may use the Service only if you can form a binding contract with Mattoboard and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.
If you sign up for the Service on behalf of an organization using an email address provided by your employer or another organization, (i) you represent and warrant that you are an authorized representative of that entity with authority to bind that entity to these Terms; (ii) your use of the Service will bind that entity to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and that entity.
2. Using the Service
a. Age Requirement.
Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).
b. Access to the Service.
Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Mattoboard reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account. You may not allow any other party to access or use the Service with your unique username, password, and / or other security code.
c. Anti-discrimination.
Mattoboard does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which
would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.
d. Restrictions on Use of the Service.
You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.
3. Security and Data Privacy
a. Data Privacy.
Mattoboard’s Privacy Policy describes how Mattoboard collects, uses, transfers, discloses and stores your personal data.
b. Customers and Brands.
In certain circumstances, we process personal data as a processor on behalf of our customer. Mattoboard processes personal data as a processor if you opt into being contacted by one of our customers or brand partners. . In these cases, it is the Mattoboard customer that is responsible for the processing of your personal data and Mattoboard processing will be governed by the terms it has entered with the customer. If you have questions or concerns about how your personal data is handled by one of our customers, you should contact the relevant customer that is using our Service and refer to their separate privacy policies.
4. Content and Designs
a. User Content.
You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Mattoboard, you own all right, title and interest in and to your User Content. You grant Mattoboard a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant Mattoboard a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design available.When you upload content to Mattoboard, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your designs.
c. Designs.
Your Designs may include a combination of User Content and Licensed Content. While you retain ownership of your User Content, any use of Designs containing Licensed Content are subject to the applicable terms of the
Content License Agreement.We never own your designs, but there may be certain restrictions depending on the types of Mattoboard-provided content you’ve included in your designs.
d. Sharing and Publishing Your Designs.
You may publish or share Designs with others within the Service, via a Third Party Service, or via a link. Mattoboard maintains no responsibility in relation to such sharing of Designs and Mattoboard’s enablement of such activity or the Service’s performance of actions to publicly share Designs at your instruction shall not be considered a violation of any of Mattoboard’s obligations under these Terms.There are a number of ways to share your designs with the world. You’re responsible for who you share them with and how you do it.
5. Mattoboard’s Intellectual Property
Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Mattoboard and its licensors. You assign to Mattoboard any suggestions, ideas, enhancement requests, or other feedback you provide to Mattoboard relating to the Service or Mattoboard products. Mattoboard owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.
We get great ideas about how to improve Mattoboard from our users. If you share feedback or ideas with us, you’re letting us use that information to improve Mattoboard, and we own any of those improvements we make.
6. Warranty Disclaimer.
The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, Mattoboard
, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Mattoboard
does not warrant that your use of the Service will be uninterrupted or error-free. Mattoboard
does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that Mattoboard
does not own, operate, or control, and that Mattoboard
is not responsible for any of your data lost, altered, intercepted or stored across such networks. Mattoboard will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside Mattoboard
reasonable control.
We offer the Service as-is and can’t be responsible for things outside of our control.
7. Third Party Products, Materials and Services
a. Third party products and materials
All materials, branded products and virtual samples are digital representations of their original form.
Due to differences in monitors and technical factors, paint colors represented are approximations and not exact matches. This digital representation of color should only be considered a guide. Please refer to actual swatches for true color.
b. Third party services
You may elect to use the Service in conjunction with third-party websites, platforms or apps. Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Mattoboard makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.
Within Mattoboard, you can use apps created by third parties. Those apps might have their own set of terms that apply to you and because the apps were created by third parties, we can’t be responsible for them.
8. Your Indemnity Obligations
You agree, to the extent permitted by law, to defend, indemnify and hold harmless Mattoboard and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content.
If Mattoboard suffers harm due to your content or your violation of these Terms, or if someone tries to hold Mattoboard responsible for your content or your violations, you’ll be responsible for any costs incurred by Mattoboard and defending Mattoboard.
9. Limitation of Liability
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the subscription fees paid by you to Mattoboard
during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’Mattoboard
is not responsible for, and assumes no liability for, the contents of User Content.
These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
10. Term and Termination
a. Term.
These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Mattoboard’s free offering, when your account is deleted or terminated.
b. Violations.
If Mattoboard, in its reasonable discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, Mattoboard’s Acceptable Use Policy, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Mattoboard may take one or more of the following actions: (i) delete the prohibited User Content or Designs; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Designs to appropriate government authorities.If you break the rules, we have the right to remove you and everything in your account from the Service.
c. Effect of Termination.
In the event of termination of your subscription for cause due to default by Mattoboard, Mattoboard shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your Designs, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of Your Subscription. User Content included in any shared Design will continue to available within that Design even after the expiration of Your Subscription. Unless your account was terminated due to a Violation, you can download or export your User Content and Designs using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Mattoboard Service unless you receive Mattoboard’s written permission.
d. Survival of Terms.
Sections titled “Term and Termination,” “Billing,” “Mattoboard’s Intellectual Property,” “Limitation of Liability,” “Indemnification,”and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
11. Miscellaneous
a. Compliance with Applicable Law.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Mattoboard agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.
b. Governing Law.
These Terms will be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws provisions.
c. Export Restrictions.
The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Mattoboard from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
d. Dispute Resolution.
If you have a dispute arising out of these Terms, contact us
here and we’ll attempt to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and Mattoboard each agree to resolve any claim, dispute, or controversy (excluding any Mattoboard claims for injunctive or other equitable relief) arising out of or in connection with these Terms (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Mattoboard are each waiving the right to a trial by jury or to participate in a class action. You and Mattoboard each agree that any Claim filed with a court in the United States for any reason shall be filed in the United States.
e. Assignment.
You may not assign these Terms or any of your rights under these Terms without Mattoboard consent except to any successor by way of a merger, acquisition, or change of control. Mattoboard may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
f. Headings and Explanations.
Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.
g. Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
h. Waiver.
Mattoboard’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Mattoboard’s ability to enforce any provision thereafter.
i. Notices.
All required notices to you will be sent to the email address associated with your account or through other legally permissible means.
l.
EU Monthly Active Users. In accordance with requirements under the EU Digital Services Act, the average number of EU monthly active users between January 2023 and November 2023 on Mattoboard was 128,850
m. Changes to these Terms.
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on Mattoboard.com. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
n. Changes to the Service.
Mattoboard may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Mattoboard discontinues the Service you are using during your subscription, Mattoboard will migrate or make available to you a substantially similar service provided by Mattoboard (if available) and if it’s unable to do so, Mattoboard will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.
o. Entire Agreement.
These Terms and the terms and policies referenced herein constitute the entire agreement between you and Mattoboard with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Mattoboard, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.
