Terms of Service (ToS)

These Terms of Service, and any amendments thereto, will apply to K3Y devices (and related software) purchased by pre-order, which are expected to be shipped in late 2024. 

 

Last Updated: June 30,2024, and effective from that date.

Introduction

These Terms of Service ("ToS"), together with any documents and/or additional terms expressly incorporate by reference, govern the use of the K3Y™ device (“K3Y”) and its companion Consol3™ app (the “App”), and related services provided therethrough (collectively, the “Products and Services”) provided by Matt3r Technologies Inc. (“Matt3r”, “us”, or “we”). By installing, accessing, or using K3Y and the App, you (the "User") agree to these ToS. 

 

Please read these ToS carefully before downloading, registering for, accessing or using the Products and Services.  

 

The User’s access to, and use of, the Products and Services is conditional on the User’s acceptance of and compliance with these ToS. These ToS apply to all users and others who use and access the Products and Services.

 

BY USING OR ACCESSING THE PRODUCTS AND SERVICES, THE USER ACCEPTS AND AGREES TO BE BOUND AND COMPLY WITH THESE TERMS OF SERVICE AND MATT3R’S PRIVACY POLICY, FOUND AT [INSERT LINK]. MATT3R’S PRIVACY POLICY DESCRIBES MATT3R’S POLICIES AND PROCEDURES ON THE COLLECTION, USE, AND DISCLOSURE OF USER PERSONAL INFORMATION WHEN THE USER USES THE PRODUCTS AND SERVICES AND SETS OUT THE USERS PRIVACY RIGHTS AND HOW THE LAW PROTECTS THE USER. PLEASE READ MATT3R’S PRIVACY POLICY CAREFULLY BEFORE USING THE PRODUCTS AND SERVICES. THE USER ACKNOWLEDGES AND AGREES THAT MATT3R MAY COLLECT AND USE INFORMATION NECESSARY TO PROVIDE THE PRODUCTS AND SERVICES AND TO UPDATE, IMPROVE, OR ENHANCE THE PRODUCTS AND SERVICES. IF THE USER DOES NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, THE USER MUST NOT INSTALL, ACCESS, OR USE THE PRODUCTS AND SERVICES.

 

MATT3R MAY CHANGE THE TERMS OF THESE TOS FROM TIME TO TIME EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THE TOS ON MATT3R’S WEBSITE, FOUND AT [INSERT LINK].  THESE TOS MAY BE AMENDED OR UPDATED BY MATT3R FROM TIME TO TIME WITHOUT NOTICE AND THE TOS MAY HAVE CHANGED SINCE THE USERS LAST VISIT TO THE WEBSITE. IT IS THE USER’S RESPONSIBILITY TO REVIEW THESE TOS FOR ANY CHANGES. THE USERS USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TOS SHALL SIGNIFY THE USERS ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE PRODUCTS AND SERVICES FROM TIME TO TIME WILL BE SUBJECT TO THESE TOS, UNLESS STATED OTHERWISE. THE USER SHOULD VISIT THE WEBSITE PERIODICALLY TO REVIEW THESE TOS. IF THE USER IS ACCEPTING THESE TOS ON BEHALF OF A CORPORATION OR OTHER ENTITY, THE USER REPRESENT AND WARRANT THAT THE USER HAS THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TOS ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TOS.

 

THE PRODUCTS AND SERVICES OR CERTAIN FEATURES OF THE PRODUCTS AND SERVICES MAY BE DISABLED OR CEASED IN ACCORDANCE WITH THE USERS’ REGIONAL LAWS, REGULATIONS, OR ANY APPLICABLE GUIDELINES.

 

To take full advantage of the Products and Services features, the User is recommended to own or have regular access to a Tesla vehicle with an integrated dashcam. However, certain features of the Products and Services are available without such access.

 

By using the Products and Services, the User represents and warrants that the User is the legal age of majority under applicable law to form a binding contract with Matt3r and meets all of the foregoing eligibility requirements. If the User do not meet all of these requirements, the User must not access or use the Products and Services.

Intellectual Property

Subject to the terms of these ToS, the User is granted a limited, non-transferable, non-exclusive, and revocable licence to install, access, and use the Products and Services. The services and features provided by the Products and Services may vary or be limited depending on certain factors, including, without limitation, the User’s country, device, operating system, or network operator.

 

The User acknowledges that the Products and Services and all related materials (i) are proprietary to Matt3r, (ii) shall remain the exclusive property of Matt3r, and (iii) are protected under applicable copyright and other intellectual property laws and treaties. These ToS and the User’s use of the Products and Services do not grant the User any ownership interest in or to the Products and Services. 

 

The User may not (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of the Products and Services; (ii) modify or disable any features of the Products and Services; (iii) create derivative works based on the Products and Services, except to the extent that the Users local law requires the User to be able to do so; (iv) rent, lease, lend, or sublicense the Products and Services; (v) infringe Matt3r’s intellectual property rights or those of any third party in relation to the User’s use of the Products and Services (to the extent that such use is not licensed by these ToS); (vi) use the Products and Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the ToS, or act fraudulently or maliciously, for example, by infringing any copyright or intellectual property right of others, or hacking into or inserting malicious code, including viruses, or harmful data, into the Products and Services or any operating system; (vii) use the Products and Services in a way that could damage, disable, overburden, impair, or compromise Matt3r’s systems or security or interfere with other users; or (viii) collect or harvest any information or data from the Products and Services or Matt3r’s systems or attempt to decipher any transmissions to or from the servers running the Products and Services.

Data Collection and Usage

Matt3r collects telemetry, location, audio and video data from the User’s Tesla vehicle(s) and from the K3Y device to facilitate trip recording and other app functionalities. Such data is primarily used to enhance the user experience and for product improvement.  De-identified and/or anonymized data may also be used for reconstruction of driving scenarios, and provided to developers of advanced driver-assistance systems (ADAS) in order to better understand and improve ADAS functionality.

 

By submitting any personal information, as applicable, and using the App, the User consents to the collection, use, reproduction, hosting, transmission, and disclosure of any such information in compliance with Matt3r’s Privacy Policy, found at [INSERT LINK], for the purposes set out therein. Information collected may be transferred or accessed outside of the country in which the User resides and, therefore, will be subject to the laws of other jurisdictions.

Payments

Matt3r requires payment of fees for purchase of Products and use of certain features of the Products and Services and you agree to pay such fees.  You have the option of making a one-time payment (“One-Time Payment”) or purchasing a subscription (“Subscription”) for such use.

 

(a) General. When you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). Payment Information will be treated as described in our Privacy Notice. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ALL PAYMENT METHOD(S) REPRESENTED BY ANY SUCH PAYMENT INFORMATION. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in Canadian dollars.

 

(b) Subscriptions. If you purchase a Subscription, you will be charged the annual or monthly Subscription fee (as selected by you when you make the purchase), plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year or month thereafter (as applicable), at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE MATT3R TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year or month (as applicable) on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. If you purchase an annual Subscription, no less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Matt3r will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Matt3r. Your Subscription continues until cancelled by you or we terminate your access to or use of the App or Subscription in accordance with these Terms.

 

(c) Cancelling One-Time Payment or Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. You can cancel your Subscription through the App interface. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the App will continue until the end of your then current Subscription period and will then terminate without further charges.

User Feedback

If the User provides Matt3r with any suggestions, comments or other feedback relating to any aspect of the Products and Services ("Feedback"), Matt3r may use such Feedback in the Products and Services and/or in any other products or services of Matt3r. Accordingly, the User agree that: (a) Matt3r is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of the User or any third party and the User has all of the necessary rights to disclose the Feedback to Matt3r, (c) Matt3r may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback, and (d) the User is not entitled to receive any compensation, reimbursement of any kind in respect of the Feedback.

Data Access

Some features of the Products and Services may require the Users mobile device to have access to the internet and may be subject to restrictions imposed by the Users network or internet provider. The Products and Services may require access to the internet by using a mobile network, which may result in additional charges depending on the User’s payment plan. In addition, the User’s enjoyment of some features of the Products and Services may be affected by the suitability and performance of the User’s device hardware or data access.

Extensions

The User may choose to install various extensions to the App which allow the User to access third party services via the App, and may involve transmission of personal or other information to such third parties.  Matt3r is not responsible for the terms of use, privacy, or other policies of such third parties and the User is urged to review such third party terms of use, privacy, or other policies before installing any extensions.

Notifications

By accessing the App, the User agrees that Matt3r may send the User text messages (SMS), mobile notifications, and emails as part of the normal business operation during use of the Products and Services. The User may opt-out of receiving text (SMS) messages from Matt3r at any time by emailing info@matt3r.ai. The User acknowledges that opting out of receiving text (SMS) messages may impact their use of the Products and Services.

Termination 

These ToS are effective until terminated.

 

Matt3r may terminate, suspend, or discontinue services or use of the Products and Services immediately, without prior notice or liability, for any or no reason whatsoever, in Matt3r’s sole discretion, including without limitation if the User breaches any of these ToS.

 

Upon termination, the Users right to use the Products and Services will cease immediately.  Any termination or restriction of your access to or use of the Products and Services will not affect or diminish your obligation to make full payment for any purchases you made before such termination.

 

Matt3r has the right, without provision of notice to: (i) remove on the App any user content for any or no reason in its sole discretion; (ii) at all times, take such actions with respect to any user content deemed necessary or appropriate in its sole discretion, including, without limitation, for violating these ToS; and (iii) take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, Matt3r has the right to fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through the App. 

 

Passwords and User Names

Any password and user name that you create or that are assigned to you for use on the App are intended for your individual use only. You agree not share or otherwise provide the right to use your password or your user name with any other person. You agree to be responsible for the security of your password and user name, and you will be responsible for all actions made on the App using your password or user name, even if you were not aware of the actions. Matt3r may, in its sole discretion, monitor the use of any passwords and user names and may require you to change your password or user name at any time. You agree to immediately notify us of any unauthorized use of your account on the App.

 

Third Party Integration

Tesla credentials provided by the User are entered via Tesla's official portal through the App. At no point will Matt3r have access to these credentials.

 

The App may contain links to third-party websites or services that are not owned or controlled by Matt3r. Matt3r makes no representations about any other websites or services that may be accessed from the App. To the extent permitted by law, Matt3r disclaims any warranty or condition in respect of any third-party website or service in any aspects including, but not limited to, quality, accuracy, effectiveness, lack of viruses, non-infringement of third-party rights, and compliance with any applicable laws or regulations. If the User chooses to access any such sites, the User does so at their own risk. Matt3r has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. The User further acknowledges and agrees that Matt3r shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Users use of or reliance on any such content, goods or services made available on or through any such third-party websites or services.

 

Certain portions of the Products and Services may be subject to open-source licenses, in which the terms of such open-source licenses may precede the terms of these ToS with respect to that portion of the Products and Services.

 

Matt3r strongly advise the User to read the terms and conditions and privacy policies of any third-party websites or services that the User visits by clicking on a link through the App. The User is subject to any terms and conditions of such third-party sites.

Disclaimer of Warranties

The Products and Services are provided to the User on an "AS IS" and "AS AVAILABLE" basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Matt3r expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Products and Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, Matt3r provides no warranty or undertaking, and makes no representation of any kind that the use of the Products and Services will meet the Users requirements, achieve any intended results, be compatible or work with any other software, apps, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

 

Without limiting the foregoing, Matt3r does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Products and Services, or the information, content, and materials or products included thereon; (ii) that the Products and Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Products and Services; or (iv) that the Products and Services, or the content thereon, or any e-mails sent from or on behalf of Matt3r in connection with the use of the Products and Services are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

 

The User acknowledges and agrees that Matt3r has no obligation, nor any responsibility to any party to monitor the Products and Services or their use, and does not and cannot undertake to review material that the User or other users submit to the App. Matt3r cannot ensure prompt removal of objectionable material after it has been posted and it has no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws and regulations.

Indemnification

To the maximum extent permitted by applicable law and regulation, the User agrees to defend, indemnify, and hold harmless Matt3r and its subsidiaries, affiliates, officers, agents, and employees from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to the Users breach of these ToS or the Users use of the Products and Services, including, but not limited to third-party websites and any use of the App’s content, other than as expressly authorized in these ToS.

Limitation of Liability

MATT3R AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE PRODUCTS AND SERVICES, ITS CONTENT OR FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO, DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER OR PHONE VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF MATT3R HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO THE USER. NOTWITHSTANDING THE FOREGOING, MATT3R’S TOTAL LIABILITY TO THE USER FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF THE USERS USE OF THE PRODUCTS AND SERVICES, OR ANY OTHER PROVISION OF THESE TOS, SHALL NOT EXCEED THE AMOUNT THE USER PAID MATT3R SPECIFICALLY FOR THESE PRODUCTS, IF ANY. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THE TOS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

THE USER ACKNOWLEDGES THAT THE ABOVE PROVISIONS OF THIS ‘LIMITATION OF LIABILITY’ SECTION AND THE ‘DISCLAIMER OF WARRANTIES’ SECTION ARE REASONABLE GIVEN THE BENEFITS OF THE PRODUCTS AND SERVICES AND THAT THE USER WILL ACCEPT SUCH RISK AND/OR INSURE ACCORDINGLY.

IT IS ESSENTIAL THAT THE USER BACK UP THEIR DATA ON THEIR DEVICE BEFORE USING THE PRODUCTS AND SERVICES TO AVOID LOSING ANY DATA. MATT3R SHALL NOT BE LIABLE FOR ANY DATA THE USER LOSES AS A RESULT OF THEIR USE OF THE PRODUCTS AND SERVICES.

Governing Law

The Products and Services and these ToS will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, notwithstanding the Users domicile, residence, or physical location.

Dispute Resolution

If the User has any concerns regarding the Products and Services (including without limitation the User’s access to or use of the App), the User agree to first try to resolve the dispute informally by contacting Matt3r at: info@matt3r.ai. 

 

Any action or proceeding arising out of or relating to the Users use of the Products and Services and under these ToS that cannot be informally resolved between the parties, will be instituted in the courts of the Province of British Columbia and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. The User waives any and all objections to the exercise of jurisdiction over the User by such courts and to the venue of such courts.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these ToS shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Entire Agreement

The ToS is the entire agreement between the User and Matt3r relating to the Products and Services and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Products and Services or any other subject matter covered by these ToS. If any provision of the ToS is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.

 

Questions or comments, including any reports regarding copyright infringements, may be directed to Matt3r at: info@matt3r.ai.