# Terms of Service

> Terms governing access to and use of the Matterfact services, software, and websites. Covers customer content, AI features, security, retention, and acceptable use.

**URL:** https://www.matterfact.com/terms
**Contact:** hello@matterfact.com
**Last updated:** 2026-08-01

Last updated: March 20, 2026

These Terms of Service (“Terms”) govern access to and use of the Matterfact services, software, and websites (collectively, the “Service”) provided by Matterfact Inc. (“Matterfact,” “Company,” “we,” “us,” or “our”).

BY ACCESSING OR USING THE SERVICE, OR BY SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY YOU REPRESENT (“Customer,” “you,” or “your”). IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

If you are using the Service on behalf of an entity, you represent and warrant you have authority to bind that entity to these Terms.

## 1. Definitions

**1.1 “Account”** means an account created to access the Service.

**1.2 “Authorized Users”** means Customer’s employees, contractors, and agents authorized by Customer to access the Service under Customer’s Account.

**1.3 “Customer Content”** means all data, text, files, documents, prompts, queries, datasets, inputs, configurations, and other materials submitted to the Service by or on behalf of Customer or Authorized Users, including any content uploaded or connected via integrations.

**1.4 “Output”** means any results generated or returned by the Service in response to Customer Content, including summaries, extracted data, classifications, answers, and analytics.

**1.5 “AI Features”** means features that use machine learning, statistical models, embeddings, or generative AI to process Customer Content and produce Output.

**1.6 “Confidential Information”** means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that a reasonable person should understand is confidential given the nature of the information and circumstances of disclosure. Customer Content and Output are Customer Confidential Information. The Service (including its software, models, workflows, and Documentation) is Matterfact Confidential Information.

**1.7 “Order Form”** means an ordering document or online checkout that specifies Customer’s subscription plan, fees, and/or usage limits and references these Terms.

**1.8 “Subprocessor”** means a third party engaged by Matterfact to process Customer Content or Personal Data in connection with the Service (e.g., cloud hosting, observability, support tooling, and, if applicable, third-party AI model providers).

**1.9 “Personal Data”** has the meaning given under applicable data protection law.

**1.10 “Deployment Model”** means the hosting/deployment option for the Service, including (a) Matterfact-Hosted (SaaS) deployment and/or (b) Customer-Hosted deployment, as specified in the applicable Order Form.

**1.11 “Customer-Hosted Deployment”** means the Service (or components thereof) deployed into Customer’s or its designated hosting provider’s cloud account, VPC, environment, or infrastructure (the “Customer Environment”), where Customer controls the underlying infrastructure.

**1.12 “Customer Environment”** means the cloud account(s), VPC(s), network(s), compute, storage, and security tooling owned or controlled by Customer (or its designated hosting provider) in which the Service is deployed for Customer-Hosted Deployment.

## 2. Provision of the Service

**2.1 Access and License.** Subject to these Terms and any Order Form, Matterfact grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer’s internal business purposes by Authorized Users.

**2.2 Account Administration.** Customer is responsible for (a) managing Authorized Users; (b) maintaining the confidentiality of credentials; and (c) all activities under Customer’s Account. Customer will promptly notify Matterfact of any unauthorized access or use.

**2.3 Acceptable Use.** Customer will not (and will not permit any Authorized User or third party to):

(a) access or use the Service in violation of applicable law or regulation;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code or underlying methods of the Service (except to the limited extent prohibited by law);
(c) interfere with or disrupt the integrity or performance of the Service;
(d) bypass or attempt to bypass security or access controls;
(e) use the Service to develop or train a competing product or service;
(f) upload or transmit malware or harmful code;
(g) probe, scan, or test vulnerabilities except with Matterfact’s prior written approval.

**2.4 Suspension.** Matterfact may suspend access to the Service (in whole or in part) if Matterfact reasonably believes Customer’s use: (a) poses a security risk; (b) could adversely impact the Service or other customers; (c) violates these Terms; or (d) violates applicable law. Where feasible, Matterfact will provide notice and an opportunity to remedy before suspension.

**2.5 Deployment Models**
(a) Matterfact-Hosted (SaaS). If the Service is provided as a Matterfact-hosted service, Matterfact is responsible for hosting and operating the Service in Matterfact-controlled environments, subject to these Terms, the Privacy Policy, and any DPA.
(b) Customer-Hosted Deployment. If the Service is deployed in a Customer Environment:
(i) Customer is responsible for provisioning and maintaining the Customer Environment, including network configuration, cloud permissions, firewalling, and baseline security controls, except to the extent Matterfact provides managed hosting services expressly stated in the Order Form.
(ii) Customer controls where Customer Content is stored and processed within the Customer Environment. Matterfact does not host Customer Content outside the Customer Environment except as expressly agreed in writing (e.g., for support artifacts provided by Customer).
(iii) Matterfact will provide the Service software, Documentation, and agreed support/maintenance as described in the Order Form.
(iv) Customer grants Matterfact a limited right to access the Customer Environment solely to install, configure, maintain, and support the Service, subject to Customer’s access controls, least-privilege permissions, and confidentiality obligations.

## 3. Customer Content, Output, and AI Features

**3.1 Customer Content Ownership.** As between the parties, Customer retains all right, title, and interest in and to Customer Content.

**3.2 Output.** As between the parties, Customer may use Output for Customer’s internal business purposes. Customer acknowledges Output may be similar or identical to output generated for other customers due to the nature of statistical and generative systems.

**3.3 Matterfact IP.** Matterfact retains all right, title, and interest in and to the Service, including all software, workflows, prompts/templates, ranking logic, model orchestration, system design, user interface, and Documentation, and any improvements thereto, excluding Customer Content.

**3.4 License to Operate the Service.** Customer grants Matterfact a limited, non-exclusive license to host, reproduce, process, and transmit Customer Content solely to provide, secure, and support the Service in accordance with these Terms, the Privacy Policy, and any DPA.

**3.5 No Training on Customer Data (Non-Negotiable Default).**
(a) Matterfact does not use Customer Content or Output to train, fine-tune, or improve any general-purpose machine learning or generative AI models.
(b) Matterfact does not permit Subprocessors (including third-party AI model providers, if used) to use Customer Content or Output to train or fine-tune their models.
(c) Matterfact may use de-identified and aggregated operational metrics (e.g., feature usage counts, latency, error rates, system performance) to operate, maintain, and improve the Service, provided such metrics do not contain Customer Content and are not reasonably capable of identifying Customer.

**3.6 Human Access Controls.** Matterfact does not perform routine human review of Customer Content or Output. Authorized Matterfact personnel may access Customer Content or Output only as necessary to: (a) provide customer support requested by Customer; (b) investigate security incidents or suspected abuse; (c) comply with law; or (d) maintain the Service, and in each case subject to confidentiality obligations and access controls.

**3.7 Accuracy and Non-Reliance.** Customer acknowledges:

(a) AI Features and Output may be inaccurate, incomplete, or misleading;
(b) Customer is responsible for independently reviewing and validating Output before use, including for compliance, reporting, investment decisions, or other high-stakes uses; and
(c) the Service does not provide legal, tax, accounting, or investment advice.

**3.8 Prohibited Data.** Unless expressly agreed in writing (e.g., via an enterprise addendum), Customer will not submit:

(a) “Sensitive” personal data (e.g., Social Security numbers, driver’s license numbers, precise financial account numbers, health data, biometric identifiers);
(b) data subject to HIPAA, PCI-DSS, GLBA, or similar regulated regimes;
(c) classified information, export-controlled data where prohibited, or data subject to sanctions restrictions; or
(d) material that violates third-party rights or applicable law.

## 4. Security, Privacy, and Data Protection

**4.1 Security Program**

Matterfact maintains a written information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Content, including access controls, encryption in transit, and security monitoring.

**4.2 Security Responsibilities by Deployment Model**

(a) Matterfact-Hosted (SaaS). If the Service is provided in a Matterfact-controlled environment, Matterfact is responsible for implementing and operating security controls for the systems it uses to host and operate the Service, consistent with its information security program.

(b) Customer-Hosted Deployment. If the Service (or any components) are deployed in a Customer Environment:
(i) Customer Environment Security. Customer is responsible for the security, configuration, and operation of the Customer Environment, including identity and access management, network controls (e.g., firewall rules, private networking), endpoint protection, logging/monitoring, and backups, except to the extent Matterfact expressly provides managed hosting or security operations in an applicable Order Form.
(ii) Matterfact Software Security. Matterfact is responsible for the security of the Service software components it provides, including secure development practices and providing updates, patches, and configuration guidance for Matterfact-provided components as described in the Order Form and Documentation.
(iii) Access for Support. Any Matterfact access to the Customer Environment will be limited to the minimum necessary to install, configure, maintain, and support the Service, and will be subject to Customer’s access controls, least-privilege permissions, and confidentiality obligations.

**4.3 Incident Notification**

**(a) Definition.** A “Security Incident” means a confirmed unauthorized access to Customer Content that is caused by a failure of Matterfact’s controls in a Matterfact-controlled environment or by a vulnerability in the Service software as provided by Matterfact.
**(b) Notice.** Matterfact will notify Customer without undue delay and, where feasible, within 72 hours after confirming a Security Incident. Matterfact will provide information reasonably necessary for Customer to understand the nature of the Security Incident and the steps taken to mitigate it, and will reasonably cooperate with Customer’s investigation and remediation efforts.
**(c) Customer-Environment Incidents.** Incidents attributable to the Customer Environment (including Customer configuration, Customer-managed credentials, Customer network controls, or other Customer-controlled infrastructure) are not Security Incidents under these Terms. Customer is responsible for investigation and notification for such incidents; Matterfact will provide reasonable assistance as requested and as mutually agreed.

**4.4 Privacy Policy**

Matterfact’s collection and use of Personal Data is described in the Matterfact Privacy Policy located at: [https://www.matterfact.com/privacy] (the “Privacy Policy”), which is incorporated by reference.

**4.5 DPA**

Where required by applicable law or Customer’s procurement requirements, Matterfact will enter into a data processing addendum (“DPA”) with Customer governing processing of Personal Data, including Subprocessor terms and cross-border transfer mechanisms, if applicable.

**4.6 Subprocessors**

(a) Use of Subprocessors. Matterfact may use Subprocessors to provide the Service (e.g., cloud hosting, observability, support tooling, and, where enabled, third-party AI model providers).
(b) Flow-Down Obligations. Matterfact will require Subprocessors to protect Customer Content with confidentiality and security obligations no less protective than those in these Terms and to process Customer Content only to provide services to Matterfact.
(c) Subprocessor List. A current list of Subprocessors will be made available upon request at [hello@matterfact.com].
(d) Responsibility. Matterfact remains responsible for Subprocessors’ performance of their obligations with respect to Customer Content.
(e) Customer-Hosted Limitation. For Customer-Hosted Deployments, Subprocessors generally do not process Customer Content unless expressly authorized by Customer in writing (e.g., optional managed services, Customer-approved integrations, or Customer-approved third-party AI model use). Any such authorization will be described in the applicable Order Form and/or DPA.

**4.7 Audit / Security Information**

Upon reasonable written request no more than once per year (unless a Security Incident occurs), Matterfact will provide Customer with reasonable information regarding Matterfact’s security controls and practices (e.g., security documentation, policy summaries, and/or third-party testing summaries) subject to confidentiality restrictions.

### Google API / Google Workspace Data (Limited Use Disclosure)

If you connect the Service to Google APIs (including Google Workspace APIs), Matterfact will access, use, store, and share Google user data only as necessary to provide the user-facing features requested by you and described in this Privacy Policy and the Service.

Matterfact’s use of information received from Google Workspace APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

We do not use Google user data for advertising, do not sell it, and do not use it to train or fine-tune general-purpose AI models. We share Google user data only with subprocessors as needed to provide the Service, subject to contractual confidentiality and security obligations.

## 5. Retention, Deletion, and Data Return

**5.1 Retention.** Matterfact retains Customer Content and Output only as necessary to provide the Service and as otherwise required by law, the Order Form, or the DPA (if applicable).

**5.2 Deletion Upon Request.** Customer may request deletion of Customer Content and Output by contacting [hello@matterfact.com]. Matterfact will delete Customer Content and Output from active systems within 30 days of request, unless retention is required by law. Customer acknowledges that residual copies may persist in backups for up to 90 days (or the normal backup cycle), after which they will be deleted or overwritten in the ordinary course.

**5.3 Termination Deletion.** Following termination or expiration, Matterfact will make Customer Content available for export upon request for 30 days (if technically feasible), after which Matterfact will delete Customer Content in accordance with Section 5.2, unless otherwise required by law or agreed in writing.

**5.4 Customer-Hosted Data Retention**

For Customer-Hosted Deployments, Customer controls retention and deletion of Customer Content within the Customer Environment. Matterfact will not retain Customer Content outside the Customer Environment except:
(a) support materials voluntarily provided by Customer (e.g., logs, screenshots, exports) and
(b) limited operational metadata necessary to provide support and manage licensing, in each case subject to confidentiality and deletion upon Customer request.

## 6. Fees, Taxes, and Payment

**6.1 Fees.** Customer will pay fees as set forth in the applicable Order Form. Fees are non-refundable except as expressly stated in these Terms or the Order Form.

**6.2 Taxes.** Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and similar assessments, excluding taxes based on Matterfact’s net income.

**6.3 Non-Payment.** If payment is overdue, Matterfact may suspend access after providing notice and a reasonable cure period, except where prohibited by law or contract.

## 7. Confidentiality

**7.1 Confidentiality Obligations.** The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; (b) use the Confidential Information only to perform its obligations or exercise its rights under these Terms; and (c) limit access to personnel with a need to know who are bound by confidentiality obligations.

**7.2 Exclusions.** Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was known by the Receiving Party without restriction before receipt; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without breach of obligation.

**7.3 Compelled Disclosure.** If legally compelled to disclose Confidential Information, the Receiving Party will provide prompt notice (to the extent legally permitted) and reasonably cooperate to seek protective treatment.

## 8. Warranties and Disclaimers

**8.1 Service Warranty.** Matterfact warrants it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.

**8.2 Disclaimer.** EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MATTERFACT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MATTERFACT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

## 9. Limitation of Liability

**9.1 Exclusion of Damages.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MATTERFACT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

**9.2 Liability Cap.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, MATTERFACT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID (OR PAYABLE) BY CUSTOMER TO MATTERFACT FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

**9.3 Exceptions.** Sections 9.1 and 9.2 do not limit liability for: (a) Customer’s payment obligations; (b) either party’s breach of Section 7 (Confidentiality); or (c) liability that cannot be limited under applicable law.

## 10. Indemnification

**10.1 By Matterfact.** Matterfact will defend Customer from third-party claims alleging the Service infringes a U.S. patent, copyright, or trademark, and will pay damages awarded or settlements approved by Matterfact, provided Customer promptly notifies Matterfact and cooperates. Matterfact may (a) modify the Service to be non-infringing; (b) replace it; or (c) terminate affected functionality and refund prepaid fees for the unused portion of the term.

**10.2 By Customer.** Customer will defend Matterfact from third-party claims arising from (a) Customer Content; (b) Customer’s use of the Service in violation of these Terms or applicable law; or (c) alleged infringement due to Customer’s instructions or materials, and will pay damages awarded or settlements approved by Customer.

## 11. Term and Termination

**11.1 Term.** These Terms begin when Customer first accepts them and continue until all subscriptions expire or are terminated.

**11.2 Termination for Cause.** Either party may terminate an Order Form if the other party materially breaches and fails to cure within 30 days after written notice (or 10 days for non-payment).

**11.3 Effect of Termination.** Upon termination or expiration: (a) Customer’s rights to access the Service cease; (b) Customer will pay any unpaid fees; and (c) Sections intended to survive will survive, including 3.3, 7, 8, 9, 10, 11.3, and 13.

## 12. Compliance; Export Controls

**12.1 Compliance.** Each party will comply with applicable laws and regulations.

**12.2 Export Controls and Sanctions.** Customer will not use the Service in violation of export control laws or sanctions regulations and will not provide access to the Service from embargoed jurisdictions or to prohibited persons.

## 13. General

**13.1 Assignment.** Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound.

**13.2 Changes.** Matterfact may update these Terms from time to time. For material changes, Matterfact will provide notice (e.g., via the Service or email) and the updated Terms will be effective as of the stated effective date.

**13.3 Force Majeure.** Neither party is liable for delays or failures due to causes beyond reasonable control.

**13.4 Entire Agreement.** These Terms, any Order Form, the Privacy Policy, and any DPA constitute the entire agreement regarding the Service and supersede prior agreements on the subject.

**13.5 Governing Law;** Venue. These Terms are governed by the laws of the State of [Delaware / California], excluding conflict of law rules. Exclusive venue will be [state and federal courts in San Francisco County, California / Delaware] and each party consents to personal jurisdiction there.

**13.6 Severability.** If any provision is held unenforceable, the remainder will remain in effect.

**13.7 Contact.** Questions about these Terms: hello@matterfact.com.

## Related pages

- Privacy Policy: https://www.matterfact.com/privacy
- Security and single-tenant deployment: https://www.matterfact.com/security
- Home: https://www.matterfact.com/

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