Terms of Service

This website (the “Site”) is provided by Materia, Inc. (“Materia”) subject to you (the “User”) acceptance of these Terms of Service (“Terms”). Materia reserves the right to update or modify these Terms at any time without prior notice to User. User can review the most current version of these Terms at any time at this page. Permission for User to access and use this Site is contingent upon User’s acceptance of these Terms. In consideration for the permitted use of this Site, (a) User represents that he/she is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States and all other applicable jurisdictions, and (b) User accepts and agrees to these Terms by accessing, browsing, or viewing the Site, or using this Site in any other manner for any purpose. If User does not accept and agree to all of these Terms, the User shall not use this Site. By accessing this Site, User unconditionally and irrevocably accepts and agrees to these Terms in their entirety.

Privacy Policy

Certain User information may be collected during the use of this Site. Collected information is subject to Materia’s Privacy Policy, which is located at www.materia-inc.com/privacy-policy and incorporated herein by reference.

Use of Site
  1. User agrees not to upload or otherwise transmit via the Site any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  2. User agree that it will not use the Site to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be Materia or someone else; (iii) misrepresent User affiliation with a person or entity; (v) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, stalking, or making threats of harm. Materia reserves the right to report any wrongdoing to the applicable government agencies or otherwise.
  3. User agrees that it will not link to the Site using any HTML techniques that display the Site within a frame, partial window, popup, pop-under, or any other non-standard linking method.
  4. User agrees to not use any robot, spider, other automatic device, or manual process to monitor or copy the Site web pages or the content contained therein without the prior written permission of Materia.
No Endorsement of Content

The Site may contain hyperlinks to third party web sites. Materia makes no representations or endorsements regarding the quality, accuracy, reliability, or condition of any content posted on such third party web sites.

System Outages

System outages may occur from time to time. Materia shall have no liability whatsoever for (a) the resulting unavailability of the Site, (b) any loss of data caused by planned or unplanned system outages, (c) any resultant delay, mis-delivery, or non-delivery of information caused by system outages, or (d) any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

Disclaimer of Representations and Warranties

MATERIA PROVIDES THIS SITE “AS IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING TO THIS SITE. MATERIA SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED AND STATUTORY REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR RELIABILITY OF ANY INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. USER OF THE SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE.

Limitations of Liability

IN NO EVENT WHATSOEVER SHALL MATERIA OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS EMPLOYEES, CONTRACTORS, AND LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING, WITHOUT LIMITATION, LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SITE IS AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM SUCH USE. MATERIA NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE. MATERIA'S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Intellectual Property
  1. Except as expressly authorized by Materia, User agrees not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Site content, in whole or in part, by any means. User may not modify, decompile, or reverse engineer any software related to the operation of the Site, or otherwise provided to User by Materia. User may not remove or modify any copyright or trademark notice, or other notice of ownership found anywhere on the Site.
  2. “Materia Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations Materia uses in connection with its products and services, including, without limitation, GRUBBS CATALYST, INNOVATIONS WITH IMPACT, MATERIA, MATERIA logo, the “M” design, NEXTIA, PROXIMA, and the PROXIMA logo, which are registered trademarks and the property of Materia. You may not copy, use, remove, or alter any Materia Trademarks, or co-brand User’s own or any third-parties’ products or material with Materia Trademarks, without Materia's prior written consent. User acknowledges Materia's rights in the Materia Trademarks and agrees that any use of the Materia Trademarks by User shall inure to Materia's sole benefit. User agree not to incorporate any Materia Trademarks into User or third-party trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.
  3. Certain Site content may be licensed from third parties and all such third-party content and all intellectual property rights related to such content belong to the respective third parties. All third-party trademarks or logos used on this Site are the trademarks, service marks, or logos of their respective owners. Nothing in these Terms shall confer any right of ownership of any of such third-party content or trademarks.
  4. Nothing in these Terms shall be construed as conferring to User any license to any Materia or third party intellectual property rights, whether by estoppel, implication, or otherwise. No permission is granted to User to copy, remove, publicly display, modify, or otherwise use any Materia Trademarks, third-party trademarks, copyrighted material, or other content on this Site.
Indemnification

User agrees to indemnify and hold Materia and its affiliates and each of their investors, directors, officers, employees, contractors, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of User’s use of the Site, User’s violation of any terms or conditions of these Terms, User’s violation of any applicable laws, or User’s violation of the rights of any other person or entity.

Choice of Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of these Terms shall be in Los Angeles County, California and User agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation.

Miscellaneous

In the event that one or more portions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provision contained in these Terms. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. These Terms and any documents expressly incorporated by reference, including but not limited to the Privacy Policy, constitute the entire integrated agreement between Materia and User pertaining to the subject matter hereof. In its sole discretion, Materia may amend or modify these Terms at any time by posting such modifications on the Site. Any amended or modified Terms will be effective upon posting. Continued use of or visits to the Site shall constitute User’s acceptance of any such amended or modified Terms.

Copyrights

All contents of this Site are © 2015 Materia or its licensors. All rights reserved.