Preview Terms of Use

Last Updated: 15 September 2020

These terms of use (“Terms”) apply to your preview use of the MATTR Platform, as described in section 1 below (“Platform”).

These Terms are agreed between MATTR Limited (“we”, “us”, or “our”) and you or the entity you represent, as applicable (“you” or “your”). By clicking the “I Agree” button presented alongside these Terms, or using any part of the Platform, you are entering into a binding contract with us for your access to the Platform on the basis of these Terms. If you’re accepting these terms on behalf of a company, or another legal entity, you represent and warrant to us that you have the authority to agree and accept these Terms on behalf of that entity.

  1. Platform. The Platform is a hosted Platform as a Service (“PaaS”). We make the Platform available to you under these Terms as a hosted service. The Platform comprises the following:For the purpose of this subsection, associated application programming interface (“APIs”) refers to the endpoints exposed by your tenant on our platform.
    1. Platform Core. Platform Core includes the following capabilities and their associated APIs:
      1. Verifiable Credentials;
      2. Verifiable Presentations;
      3. Decentralised Identifier;
      4. Secure Messaging;
    2. Platform Extensions
    3. Platform Drivers
    4. Other auxiliary capabilities we may make available from time to time in our discretion (e.g. reporting and configuration).
    5. Mobile Wallet. Mobile Wallet is an application for users to store, discover and present digital credentials.
    6. Other modules and features. The Platform is being actively developed so we may add new modules and features during the Term. If we make new modules and features available to you, these Terms will apply to those modules and features.
    7. Materials. We may make available from time to time in our discretion certain software (“Software”), documentation and other materials relating to the Platform (together, the “Materials”), including:
      1. MATTR Learn assets and documentation;
      2. system documentation, API specifications, integration guides, system architecture, troubleshooting, installation, configuration manuals and other technical documentation;
      3. user documentation in the form of onboarding, user guides, tutorials and operational or process guides;
      4. testing, integration testing and prototyping environments; and
      5. supporting developer information such as Software Development Kit (SDK), source code examples, supporting operational tools or frameworks.
  2. Usage limitations. You are only permitted to use the Platform on a preview basis and for a limited time (and functionality may be limited). Access to the Platform under these Terms is provided free of charge, subject to your compliance with the following usage limitations:
    1. a. you may issue or verify a combined maximum of 200 credentials per calendar month;
    2. we’ll assign you with non-customisable domains only; and
    3. you can only use non-production Decentralised Identifiers (“DIDs”) that don’t include personal information of identifiable individuals.If you are interested in production usage, please contact us to learn more about our Enterprise Plan.
  3. Use of the Platform.
    1. Licence and use. During the Term, subject to your compliance with these Terms, and for the sole purpose of your internal testing and evaluation:
      1. we grant you a non-exclusive, non-transferable licence to use the Materials (including any Software in machine-executable object code form only); and
      2. you may access and use the Platform.
    2. Restrictions and limitations. You may use the Platform only in accordance with the usage limitations and restrictions described in sections 2 and 4, and you must not use live data with the Platform or otherwise use the Platform for production purposes.
    3. Use of data. You are solely responsible for any and all data that you use with the Platform, including backing up that data.
  4. Restrictions. You must not:
    1. use the Platform in a way prohibited by any applicable laws, rules, regulations, directives, and binding guidance of any governmental authority in any jurisdiction where you are using the Platform;
    2. use the Platform in any way that:
      1. violates others’ rights;
      2. gains or attempts to gain unauthorised access to or disrupt any service, device, account, or network;
      3. distributes unsolicited email or malware; or
      4. could harm the Platform or impair anyone else’s use of it;
    3. copy or modify the Platform, including any Materials except as expressly permitted under these Terms or with our prior written consent in each instance;
    4. reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the Platform;
    5. attempt to work around any technical or licensing limitations in the Platform;
    6. sublicense, distribute, sell, lend, rent, lease, transfer, reexport, or grant any rights in or to all or any portion of the Platform;
    7. publish or otherwise disclose to any third party any results of any benchmark or other performance tests of the Platform; or
    8. remove, alter, or obscure any proprietary rights notices contained in or affixed to the Platform.
  5. Platform updates. We may make updates to the Platform from time to time, including adding or removing functionality. We reserve the right to make breaking changes to the platform without notification and we will not be responsible for fixing them.
  6. Service levels and support. Because we are providing you with preview access to the Platform:
    1. no Service Level Agreements (“SLAs”) apply;
    2. the Platform may experience interruptions and downtime (during with you may be unable to access data or functionality); and
    3. we will have no obligation to provide support services for the Platform.
  7. Ownership and rights.
    1. The Platform. We or our licensors (not you) own and retain all rights, title and interest in and to the Platform (including any additions, modifications and derivative works). We may at any time and at our sole election replace, modify, alter, improve, enhance, or change any part of the Platform. Except for your limited access and use rights expressly set out in these Terms, we reserve all rights in and to the Platform. We don’t grant any additional rights and you are responsible for obtaining any licences to use related or enabling technologies that may be required for you to access and use the Platform.
    2. Third-party materials. The Platform may include third-party software and materials, which may be licensed or made available subject to additional or alternative terms and conditions.
  8. Term. These Terms take effect when you click the “I Agree” button presented alongside these Terms or when you first use any part of the Platform, whichever is earliest (“Effective Date”) and continue for three months unless earlier cancelled in accordance with section 9 or extended by us at our discretion (“Term”).
  9. Suspension and cancellation. We may suspend or cancel your access to the Platform immediately by written notice and without liability to you if you:a. breach or otherwise fail to comply with these Terms; orb. we determine in our sole discretion that such action is reasonably necessary to avoid liability to any person or to ensure compliance with any applicable laws.If we cancel your access to the Platform, this will be considered termination for the purposes of section 8.
  10. Consequences of termination or expiry. When the Term ends for any reason, you must:
    1. immediately stop using the Platform; and
    2. within 10 days, return or destroy all copies of the Materials in your possession or control.
  11. Survival. The end of the Term won’t limit or impact:a. any rights of a party that have accrued up to and including date on which the Term ends; orb. sections 4 (Restrictions), 5 (Ownership and rights), 8 (Confidential Information), 9 (Warranties), 10 (Liability) and 11 (Miscellaneous), which survive expiry or termination.
  12. Feedback. You will promptly notify us by email of any actual or potential error or bug in the Platform. We may, in our sole discretion, elect to correct any errors or bugs confirmed by us to exist in the Platform. You may submit comments, suggestions, feedback, feature requests or ideas about the Platform (“Feedback”). You agree to make no claim of ownership of the Feedback or any intellectual property rights that may subsist in it, and we are free to use the Feedback without any additional compensation to you, including disclosing the Feedback to anyone on a confidential or non-confidential basis. We are free to ignore, incorporate, use, disclose, reproduce, license, distribute, modify, perform, display, and otherwise exploit any Feedback, at our sole discretion, without any restriction of any kind (whether due to intellectual property rights or otherwise) and without payment to you. You may only provide Feedback to us that you have the right to provide.
  13. Confidential Information.
    1. Definition of Confidential Information. In these Terms, “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether before or after the Effective Date, that:
      1. is in written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature;
      2. should be reasonably understood by Receiving Party to be the confidential or proprietary information of Disclosing Party; or
      3. that is oral information disclosed by Disclosing Party to Receiving Party, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by Disclosing Party within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to Receiving Party. For clarity, the Platform is our Confidential Information.
    2. Obligation of confidentiality. Subject to section 12, Receiving Party must:
      1. treat as confidential all Confidential Information of Disclosing Party;
      2. not use such Confidential Information except to exercise its rights and perform its obligations under these Terms,
      3. not disclose such Confidential Information to any third party
      4. use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of Disclosing Party.
      5. promptly notify Disclosing Party of any actual or suspected misuse or unauthorised disclosure of Disclosing Party’s Confidential Information.
    3. Exception. Each party’s obligation to maintain confidentiality shall not apply to any information that:
      1. is, or becomes, available to the public through no fault or breach by the Receiving Party;
      2. was in the Receiving Party’s possession prior to disclosure by the Disclosing Party;
      3. is disclosed to the Receiving Party by a third party having, to the best of the Receiving Party’s knowledge, the right to make such disclosure; or
      4. is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
  14. WARRANTIES.
    1. THE PLATFORM IS MADE AVAILABLE BY US ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PLATFORM OR THE USE OR OPERATION THEREOF, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL FUNCTION AS DESCRIBED OR BE ERROR-FREE, SECURE, RELIABLE OR ACCURATE. NO ORAL OR WRITTEN STATEMENT MADE TO YOU IN RELATION TO THE PLATFORM SHALL CREATE ANY WARRANTY THAT HAS BEEN EXPRESSLY DISCLAIMED IN THESE TERMS.
    2. WE ASSUME NO RISK OR LIABILITY IN YOUR USE OF THE PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE PLATFORM AND ASSUME ALL RISKS ASSOCIATED WITH USING THIS VERSION OF THE PLATFORM, INCLUDING RISKS AND COSTS OF PLATFORM ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.
  15. LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES, LIABILITIES, DAMAGES OR EXPENSES, INCLUDING LOSS OF DATA, LOSS OF SYSTEM AVAILABILITY, LOSS OF COMPUTER RUN TIME, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST BUSINESS, ANTICIPATED SAVINGS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM THE USE OF THE PLATFORM OR ACCOMPANYING MATERIALS, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
  16. Indemnity. You will defend, hold harmless and indemnify us from and against any claim or action brought by a third party (including all damages, liabilities, costs and expenses, and lawyers’ fees on a solicitor and own-client basis) arising out of or in connection with your breach of these Terms or infringement of our intellectual property.
  17. Miscellaneous. You may not assign, sublicense or otherwise transfer the rights or licence granted under these Terms, by agreement or by operation of law, without our prior written consent, and all assignments in violation of this prohibition will be null and void. These Terms amount to the entire agreement between you and us relating to its subject matter. This Agreement will be governed by the laws of New Zealand without reference to conflict of law principles. In any dispute arising out of this Agreement, you consent to the jurisdiction of New Zealand courts and agree to bring any actions arising out of these Terms in such court. Any delay or failure by us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. Where the term “include” or its grammatical variations appear, this does not limit the text that follows. If any part of these Terms is held unenforceable, the remainder of these Terms will continue in full force and effect.
  18. Updates. We may update or replace these Terms at any time by publishing a new version on our website. By using the Platform after the “Last updated” date at the top of these Terms, you are deemed to have accepted the updated Terms. If you don’t agree to the updated Terms, you must stop using the Platform immediately.