Terms of Service

These Matagi Terms of Service (“Terms”) form a legally binding contract between Matagi OÜ (“Matagi”) and the client (“Client”, “you” or “your”) who registers for, purchases access to, accesses, or uses Matagi Services.

By registering for, purchasing access to, accessing or using Matagi Services, you represent and warrant that you (i) have read, understood, and agree to be bound by these Terms; (ii) you have read and understood our Privacy Notice, which explains how we collect, use, and share your personal data; and (iii) you are at least 18 years of age and legally capable of entering into a binding agreement.

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, in which case “you”, “your” and “Client” refer to such entity.

These Terms incorporate by reference your Subscription, including the specific usage rights, functionality, number and type of Users, and associated fees, as well as any consumption-based charges, credits, or usage limits as determined by the selections you make on Matagi's Platform or sign-up page or through the use of AI Agents, third-party integrations, compute resources, inference services, or other consumption-based features through Matagi Services.

Definitions

Account means an online identity created by, or on behalf of, the Client within Matagi Services for accessing and using the Platform.

Additional Feature means a feature within Matagi Services that is subject to additional charges and conditions.

Adminmeans a User authorized by the Client to manage the Client's Account and perform administrative functions assigned by the Client within Matagi Services.

AI Agent means a software-based autonomous or semi-autonomous agent created, configured, deployed, or used by the Client through the Platform that uses artificial intelligence, machine learning, or automated processes to perform tasks, interact with users, access tools or APIs, generate outputs, or execute actions, including actions initiated without direct human input.

Client Data means any data, content, prompts, instructions, files, messages, or other information processed, submitted by the Client or its Users through Matagi Services, including through interactions with AI Agents. Client Data excludes Matagi Property.

Credentials means all usernames, passwords, and other access credentials created by, or on behalf of, the Client and each of its Users for using Matagi Services.

Credit Balance means the prepaid balance purchased by or allocated to the Client that is used to pay for usage of Matagi Services, including API calls, compute resources, inference operations and other usage-based costs incurred through the Platform or AI Agents.

Feemeans any fees payable by the Client for Matagi Services, including subscription fees, charges resulting from the consumption of the Client's Credit Balance, and any additional charges for Additional Features or other services used through the Platform.

Feedback means any comment, bug report, feedback, suggestion or modification provided by the Client or a User regarding Matagi Services.

Free Trial means temporary and free access to Matagi Services for evaluation purposes.

Intellectual Property Rights means any and all rights under applicable law in relation to patents, patent applications, inventions, copyrights and related rights, database rights, trademarks, service marks, trade names, trade dress, logos, domain names, trade secrets, know-how, and other similar proprietary rights, whether registered or unregistered, including all applications for and renewals or extensions of such rights, in any jurisdiction worldwide, including rights in relation to computer programs, software, artificial intelligence models, algorithms, databases, and other digital or technological works or subject matter protected under applicable intellectual property laws.

Matagi Datameans: (i) data that Matagi provides to the Client in or through Matagi Services, (ii) anonymized or aggregated data that results from the Client's use of Matagi Services and (iii) anonymized or aggregated data created by Matagi as authorized by these Terms, including generalized knowledge derived from anonymized or aggregated AI Agent activity that cannot reasonably be used to identify any Client, User or Client Data.

Matagi Propertymeans the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, algorithms, AI models, agent frameworks and all other elements of Matagi Services, including Matagi Data.

Matagi Services means all services, products, functionality, and features provided by Matagi through the Platform or API, including the creation, deployment, management, and use of AI Agents and related tools.

Output means any content, information, or material generated by AI Agents through the use of Matagi Services.

Platform means the platform operated by Matagi through which the Client and its Users access and use Matagi Services.

Renewal Datemeans the date the Client's Subscription will automatically renew subject to earlier termination or cancellation as expressly permitted in these Terms.

Subscription means a package of usage rights (number and type of Users) and functionality and associated fees, selected by the Client for any Matagi Services all of which are set forth on the Platform.

Subscription Term means the period between the date of purchase of the Subscription and the date of expiration of the Subscription during which the Client is permitted to use Matagi Services. Subscription Term includes the initial Subscription Term and all successive renewals.

Third-Party Services means external services, APIs, data providers, or software systems integrated with or accessed by AI Agents through Matagi Services.

User means an individual to whom the Client grants rights and privileges to use the Account.

Subscription and Credit Balance

2.1 Subscription

To use Matagi Services, the Client must first register an Account. Thereafter, the Client must select a Subscription. The Subscription provides access to the Platform and determines the scope of Matagi Services available to the Client, including available functionality, number and type of Users, and other entitlements as described on the Platform.

2.2 Credit Balance

Use of Matagi Services is subject to both a Subscription and usage-based costs. In addition to maintaining an active Subscription, the Client must maintain a Credit Balance in the Client's Account.

The Client may purchase or replenish Credit Balance through the Platform using an approved payment method. Matagi may establish minimum purchase amounts, usage limits or other conditions relating to the Credit Balance as described on the Platform. Credit Balance does not expire while the Client maintains an active Subscription, unless otherwise specified on the Platform. Credit Balance will expire upon termination of the Terms and the Client's access to Matagi Services, unless otherwise specified on the Platform or required by applicable law.

2.3 Subscription Term; Changing Subscription

The Subscription Term begins on the date the Client purchases a Subscription and continues for the period specified on the Platform. Unless cancelled in accordance with these Terms, Subscriptions will automatically renew for successive Subscription Terms.

The Client may upgrade or downgrade a Subscription at any time by selecting a new Subscription through the Platform. Subscription upgrades will take effect immediately after the Client's payment method has been successfully charged for the applicable Fees. The Client's payment method will automatically be charged the Fee for the new Subscription. Subscription downgrades will take effect on the next Renewal Date (i.e., at the end of the then-current Subscription Term). Downgrading a Subscription may result in the loss of features, functionality, capacity, or other entitlements available under the previous Subscription. No refunds or credits will be provided for downgrades made during an active Subscription Term.

2.4 Free Trial

Matagi may offer access to Matagi Services through a Free Trial. Free Trials may include limited functionality, limited access to AI Agents, a limited number of Users, or a limited Credit Balance, as determined by Matagi. Matagi may modify or terminate Free Trials at any time.

Upon expiration of a Free Trial, the Account will be deactivated. To prevent deactivation, or to reactivate the Account, the Client must select a Subscription and prepay the relevant Fee. If a Subscription is not selected and the Fee is not paid for within two (2) weeks of the expiration of the Free Trial, Matagi may deactivate the Account. Client Data will be retained and deleted within sixty (60) days of deactivation of the Account.

Matagi Services

3.1 Use of Matagi Services

Subject to the Client's compliance with these Terms and payment of applicable Fees, Matagi grants the Client and its Users a limited, non-exclusive, non-transferable and revocable right to access and use Matagi Services during the Subscription Term, solely for the Client's lawful purposes.

The Client may create, configure, deploy, and operate AI Agents through the Platform. AI Agents may perform tasks, interact with users, access tools or APIs, and generate Output. AI Agents may also initiate actions automatically or without direct human input.

The Client is responsible for all activities performed through the Client's Account, including activities performed by Users and AI Agents created or operated by the Client and its Users.

The Client acknowledges that AI Agents may produce inaccurate, incomplete, or unexpected Output. The Client is solely responsible for reviewing and evaluating any Output generated through Matagi Services before relying on or using such Output.

3.2 Modifications to Matagi Services

Matagi reserves the right to modify, suspend, or discontinue Matagi Services or any part or element thereof from time to time. Matagi shall use reasonable efforts to provide advance notice of material changes where practicable.

Matagi shall not be liable to the Client for any modification, suspension or discontinuance of any element of Matagi Services.

3.3 Users; Credentials

The Client may authorize Users to access and use the Platform solely: (i) in accordance with the Client's Subscription; and (ii) for the benefit of the Client.

The Client is responsible for ensuring that its Users comply with these Terms. The Client is responsible for all activities conducted through the Client's Account, including activities performed by its Users.

Each User must have their own Credentials. Credentials may not be shared or used by multiple persons. The Client is responsible for maintaining the confidentiality of Credentials and must promptly notify Matagi of any unauthorized use or security breach involving the Client's Account.

Matagi reserves the right to suspend or terminate any Credentials that Matagi reasonably believes are being used in violation of these Terms or by an unauthorized third party.

3.4 Administration of the Client's Account

The Client has administrative control over its Account and may designate one or more Users as Admins, depending on its Subscription. Admins may manage the Account, Users, configure AI Agents, submit Client Data, control access to Matagi Services, determine which Users are permitted to communicate with AI Agents, provide information to AI Agents or assign tasks to AI Agents, and otherwise manage permissions within the Account.

The Client is responsible for who it grants access to Matagi Services and Client Data, and for all actions taken through its Account by Admins.

Matagi may rely on communications and instructions received from an Admin when servicing the Client's Account. Admins may access, monitor, use, export, or otherwise manage Client Data, as well as modify User rights.

If the Client loses access to an Account or requests information regarding an Account, Matagi may require verification of identity and authorization before granting access or providing information.

3.5 Support

Matagi shall provide support to the Client and its Users as described on the Platform or in the applicable Subscription plan.

3.6 Additional Features

Matagi may, from time to time, make an Additional Feature available through Matagi Services. The Client's use of an Additional Feature is subject to the payment of applicable Fees and conditions as set forth on the Platform.

Restrictions and Client's Obligations

4.1 Prohibited Activities

The Client and its Users may only use Matagi Services in accordance with these Terms and applicable law. The Client and any of its Users may not (and must not permit anyone else to): (i) copy, modify, or create derivative works of Matagi Property or Matagi Services, in whole or in part; (ii) decrypt, circumvent, bypass, breach, or disable any security or other technological features or measures of Matagi Services and Matagi Property; (iii) access or attempt to access or use Matagi Services for purposes of competitive analysis or the development, provision, or use of a competing software service or product; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Matagi Services to any party, except as expressly permitted under these Terms; (v) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Matagi Property, in whole or in part; (vi) remove, obscure, or alter any proprietary notices or markings contained in Matagi Services; (vii) perform security testing, penetration testing or vulnerability scanning of Matagi Services or Matagi Property; and (viii) use Matagi Services in any manner that is in violation of applicable law. However, where the Client has other rights under statute that make any portion of the foregoing contractual prohibition void, Client agrees to provide Matagi with reasonably detailed information regarding any intended disassembly or decompilation. The Client may not access Matagi Services if the Client is or becomes a direct competitor of Matagi.

The Client and its Users must ensure that their use of Matagi Services, including the submission of Client Data and the use or distribution of Output generated through Matagi Services, does not infringe, misappropriate, or otherwise violate the Intellectual Property Rights, privacy rights, publicity rights, contractual rights, or other legal rights of any third party.

4.2 AI Agent Restrictions

The Client and its Users must ensure that AI Agents created or operated through Matagi Services are used responsibly and in compliance with these Terms and applicable law. Without limiting the foregoing, the Client and its Users may not: (i) use AI Agents to make or support life-critical or high-risk decisions, including decisions relating to health, safety, legal rights, employment, financial investment or trading, or any other matter where inaccurate or unreliable Output could reasonably result in physical harm, financial loss, or legal consequences; (ii) use AI Agents to impersonate any person, organization, or authority, or otherwise misrepresent the identity, affiliation, or authority of the Client, a User, or any third party; (iii) configure or deploy AI Agents to engage in fraudulent, deceptive, abusive, harassing, or unlawful activities, including generating misleading communications or automated scams; (iv) use AI Agents to collect, process, or distribute personal data in violation of applicable laws; (v) configure AI Agents to perform unauthorized access, security testing, vulnerability exploitation, scraping, or automated interaction with systems or services without proper authorization; (vi) use AI Agents to generate or distribute malicious software, harmful code, or instructions intended to damage, disrupt, or gain unauthorized access to systems or data; (vii) attempt to circumvent safeguards, limitations, rate limits, security measures, or usage restrictions implemented within Matagi Services; (viii) use AI Agents to conduct large-scale automated messaging, spam, or unsolicited communications in violation of applicable law or third-party service policies; and (ix) deploy AI Agents in a manner that materially interferes with the operation, performance, or security of Matagi Services or other users of the Platform.

4.3 Sensitive Information

The Client and its Users must not submit, disclose, or otherwise provide sensitive authentication information and/or security credentials through AI Agent interactions or other conversational interfaces of Matagi Services, including but not limited to passwords, private keys, API keys, authentication tokens, security credentials, access tokens, or session identifiers.

Such information may only be provided through secure mechanisms or designated input methods made available by Matagi for that purpose. The Client and its Users must use these mechanisms when submitting or storing such information within Matagi Services.

4.4 Transparency and Disclosure of AI Agents Use

The Client is responsible for ensuring that the use of AI Agents complies with all applicable laws and regulations regarding transparency and disclosure of automated systems.

Where required by applicable law, the Client must clearly disclose to end users, customers, or other affected persons that they are interacting with an artificial intelligence system or automated agent. The Client is also responsible for labelling or otherwise identifying synthetic or AI-generated media where such identification is required by law.

Matagi does not control how Clients deploy AI Agents and is not responsible for ensuring that the Client complies with any transparency, disclosure, or notification obligations arising from the Client's use of AI Agents.

4.5 Responsibility

The Client is responsible for ensuring that its Users and any AI Agents created or operated through the Client's Account comply with these Terms and all applicable laws and regulations.

The Client must implement appropriate safeguards, testing, and human oversight where AI Agents may interact with external systems or perform automated actions.

The Client is responsible for monitoring and supervising the configuration, behaviour, and activities of AI Agents created or operated through its Account, including actions initiated automatically or without direct human input.

The Client is solely responsible for all prompts, instructions, configurations, workflows, and other inputs provided to AI Agents through Matagi Services, as well as for any Output generated or actions performed by such AI Agents.

The Client is also responsible for any tools, APIs, third-party integrations, data sources, or external systems connected to or accessed by AI Agents created or operated through the Client's Account.

Matagi does not control and is not responsible for the operation, legality, security, or reliability of any Client-configured workflows, integrations, automated actions, or third-party systems used in connection with AI Agents.

Matagi may suspend, restrict, or terminate access to Matagi Services if it reasonably determines that the Client, its Users, or its AI Agents are using Matagi Services in violation of these Terms, applicable law, or the security or operational integrity of the Platform.

4.6 Export Controls and Sanctions

The Client and its Users may not access or use Matagi Services in violation of applicable export control laws, sanctions laws, or trade restrictions.

The Client represents and warrants that neither the Client nor its Users are located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions or embargoes, and are not listed on, owned, or controlled by any person or entity on sanctions or restricted party lists maintained by the European Union, the United States, the United Kingdom, the United Nations, or other applicable authorities.

Matagi reserves the right to restrict, suspend, or terminate access to Matagi Services where such access or use would violate applicable export control or sanctions laws, or where required by applicable law or regulatory requirements.

Matagi's Responsibilities

5.1 Provision of Matagi Services

Matagi will use commercially reasonable efforts to make Matagi Services available to the Client 24 hours a day, 7 days a week, pursuant to these Terms, except for: (a) planned downtime (of which Matagi will use reasonable efforts to give advance electronic notice), and (b) any unavailability arising from circumstances beyond Matagi's reasonable control, including force majeure events, Internet service provider failures, cloud infrastructure provider failures, denial-of-service attacks, failures of Third-Party Services, or passage of law or any action taken by a governmental or public authority.

Matagi may update, modify, improve, or discontinue certain features or functionality of Matagi Services from time to time.

5.2 Protection of Client Data

Matagi will maintain reasonable administrative, physical, technical and organisational safeguards designed to protect the security, confidentiality and integrity of Client Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification or disclosure of Client Data.

5.3 Outputs and Third-Party Services

Matagi Services may generate Output through artificial intelligence systems and may interact with Third-Party Services.

Matagi does not guarantee that Output generated through Matagi Services will be accurate, complete, reliable, error-free, or suitable for any particular purpose. The Client acknowledges that artificial intelligence systems may produce incorrect, misleading, incomplete, or unexpected Output (hallucinations) and may perform unintended actions if configured improperly. The Client is solely responsible for monitoring the behaviour of AI Agents, reviewing Output, and implementing appropriate safeguards, testing, and human supervision to prevent unintended actions or outcomes.

AI Agents may interact with Third-Party Services, tools, or external systems through integrations or APIs. Such interactions may occur automatically or without direct human input. Matagi is not responsible for the availability, performance, accuracy, security, or policies of Third-Party Services that may be accessed or used through AI Agents.

Fees; Payment

6.1 Fees

The Client agrees to pay all Fees applicable to its use of Matagi Services. Fees may include: (i) subscription fees associated with the Client's selected Subscription plan; (ii) usage-based charges resulting from the consumption of the Client's Credit Balance, including charges for compute usage, inference operations, Third-Party Services, or other resources used through AI Agents; and (iii) charges associated with Additional Features or other services available through the Platform.

Fees may be specified on the Platform, during the sign-up process, or in other notices from Matagi.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise on the Platform. The Client is solely responsible for the payment of such taxes, levies or duties.

Fees are due in advance upon the start of a Subscription Term and upon each Renewal Date. Credit Balance must be purchased in advance and is consumed as Matagi Services are used. Matagi Services may be unavailable if the Client's Credit Balance is insufficient.

Except as expressly stated in these Terms or required by applicable law, all Fees are non-refundable. For the sake of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account, cancelled the Subscription or terminated these Terms during a Subscription Term, or where an Account is terminated or suspended by Matagi in accordance with these Terms.

Matagi reserves the right to modify the Fees, pricing structure, or billing model for any Subscription, Additional Feature, or other services upon at least one (1) month's prior notice to the Client, provided that any such modification will not take effect until the next Renewal Date for existing Subscription Terms.

6.2 Credit Balance and Usage

The Client must maintain a Credit Balance in its Account in order to use Matagi Services. Credit Balance must be purchased in advance through the Platform using an approved payment method.

The Client's Credit Balance will be consumed as Matagi Services are used, including through actions performed by the Client, its Users, or AI Agents created or operated through the Client's Account. Usage that may consume Credit Balance includes, without limitation, API calls, compute operations, inference usage, and access to Third-Party Services.

AI Agents may initiate actions or requests automatically or without direct human input, which may result in the consumption of the Client's Credit Balance. The Client is responsible for monitoring its Credit Balance and usage levels, including usage initiated by AI Agents.

If the Client's Credit Balance is insufficient or no Credit Balance has been added to the Client's Account, Matagi may restrict, suspend, or limit the availability or functionality of Matagi Services, including the execution of AI Agents or other automated requests, until the Client replenishes the Credit Balance.

The Client may view its Credit Balance and usage of Matagi Services through the Platform, including usage generated by the Client, its Users, or AI Agents operating through the Client's Account.

Matagi may establish pricing models, usage rates, minimum purchase amounts, spending limits, or other conditions relating to Credit Balance, as described on the Platform from time to time.

6.3 Auto-recharge and Payment Authorization

To ensure uninterrupted use of Matagi Services, auto-recharge of Credit Balance is automatically enabled when the Client first purchases Credit Balance through the Platform.

By purchasing Credit Balance, the Client authorizes Matagi and its payment processors to automatically charge the Client's selected payment method to replenish the Client's Credit Balance when the balance falls below a threshold configured by the Client through the Platform.

Auto-recharge transactions will add Credit Balance to the Client's Account in amounts specified on the Platform. The Client may configure, modify, or disable auto-recharge settings through the Platform where such controls are available.

The Client authorizes Matagi to automatically charge the Client's payment method for all applicable Fees, including: (i) subscription fees charged at the start of the Subscription Term and on each Renewal Date; (ii) charges resulting from auto-recharge of Credit Balance; and (iii) fees associated with Additional Features or other services ordered through the Platform.

If the Client wishes to change or cancel a Subscription, or cancel an Additional Feature, the Client may do so through the Platform at any time. Unless otherwise expressly stated in these Terms or on the Platform, such changes or cancellations will take effect at the end of the then-current Subscription Term.

The Client is responsible for maintaining valid and up-to-date payment information associated with its Account.

6.4 Late Payment; Suspension

If the Client does not pay all applicable Fees when due or if payment authorization fails: (i) the outstanding amounts may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower; (ii) the Client will reimburse Matagi for all costs reasonably incurred by Matagi in collecting any overdue amounts or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) Matagi may immediately limit, suspend or restrict access to the Client's Account or Matagi Services, including disabling AI Agents associated with the Client's Account.

Matagi may also suspend or limit Matagi Services if the Client's Credit Balance is insufficient to cover usage costs.

If payment is not successfully completed and a valid payment method is not provided within one (1) month from the due date, Matagi may suspend or deactivate the Client's Account. Client Data will be retained and deleted in accordance with Section 13.4 of these Terms.

Client Data; Data Protection

7.1 Rights to Client Data

The Client retains all of its rights, title and interest in and to the Client Data.

The Client represents, warrants and covenants that: (i) the Client either owns its Client Data or has the necessary rights, licenses, consents, and permissions to grant the rights and license set forth in these Terms and submit and use Client Data through Matagi Services, and (ii) the use of Client Data as part of Matagi Services, or Matagi's use of such Client Data pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, privacy right, publicity right, or other rights of any person or entity; (b) violate any applicable law or regulation; or (c) require Matagi to obtain any license from or pay any fees and/or royalties to any third party for the exercise of any rights granted in these Terms.

The Client hereby grants Matagi a non-exclusive, sublicensable, worldwide, royalty-free and fully paid license to access, process, reproduce, transmit, display or otherwise use Client Data for the purpose of providing, operating, maintaining and improving Matagi Services.

Matagi may analyze technical and operational data relating to the Client's use of the Matagi Services, such as system logs, performance metrics, configuration data, and usage patterns, for the purposes of operating, maintaining, securing, and improving Matagi Services.

Matagi may also anonymize or aggregate Client Data so that the resulting information cannot reasonably be used to identify the Client, its Users, or any individual. Matagi may use such anonymized or aggregated information for lawful purposes, including improving Matagi Services, analytics, benchmarking, research, and development of new features or services.

Matagi will implement reasonable technical and organisational measures designed to ensure that any anonymized or aggregated information cannot reasonably be used to identify the Client, its Users, or any individual, or reconstruct the underlying Client Data.

7.2 Responsibility for Client Data

The Client is solely responsible for Client Data submitted to Matagi Services, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data as well as the consequences of entering Client Data into Matagi Services. The Client shall ensure that Client Data complies with these Terms.

7.3 Unlawful Client Data

If Matagi reasonably believes that Client Data may not conform to the requirements of these Terms, or violates the rights of others, then Matagi may: (i) limit access to, or remove or delete, the relevant Client Data, or (ii) suspend Client's Account or any User's access.

7.4 Data Protection

Matagi's Privacy Notice is available at https://matagi.ai/privacy-policy, which describes how Matagi collects, receives, uses, stores, shares, transfers, and otherwise processes personal data for which Matagi determines the purposes and means of processing and therefore acts as a data controller in connection with the Client's use of Matagi Services.

In connection with the provision of Matagi Services, Matagi also processes personal data on behalf of the Client and therefore acts as a data processor, while the Client acts as the data controller, as defined under applicable data protection laws. The processing of such personal data is governed by the Data Processing Agreement (DPA) attached as Annex 1 to these Terms, which forms an integral part of these Terms.

7.5 Client Data Export

During the Subscription Term, the Client may export Client Data using the export functionality available within the Platform, where such functionality is provided.

Confidentiality

8.1 Definition of Confidential Information

Confidential Information means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information of the Client includes Client Data. Confidential Information of Matagi includes Matagi Services and Matagi Property. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

For the avoidance of doubt, anonymized or aggregated data that cannot reasonably be used to identify the Client, its Users, or specific Client Data shall not be considered Confidential Information.

8.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in a form reproducible in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

8.3 Forced Disclosure

Matagi may disclose the Client's Confidential Information (including Client Data) if required to do so by applicable law. Matagi will use commercially reasonable efforts to provide the Client with prior notice of such disclosure (to the extent legally permitted) and the Client shall provide reasonable assistance, at its cost, if the Client wishes to contest the disclosure. If Matagi is required by law to disclose the Client's Confidential Information as part of a legal proceeding to which Matagi is a party, and the Client does not contest the disclosure, the Client will reimburse Matagi for its reasonable cost of compiling and providing secure access to such Confidential Information.

Intellectual Property Rights

9.1 Matagi's Intellectual Property Rights

Matagi owns and retains all Intellectual Property Rights associated with Matagi Property and Matagi trade names and trademarks. Matagi Property is protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws.

Except as set forth in these Terms, the Client's use of Matagi Services, the Platform and Matagi Property, or any parts or elements, does not grant to the Client any ownership right or Intellectual Property Rights therein. Matagi reserves all rights not expressly granted to the Client in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, or otherwise, to the Client, any User or any third party any Intellectual Property Rights or other right, title, or interest in or to the Matagi Services, the Platform, the Matagi Property or Matagi trade names and trademarks.

9.2 Output Intellectual Property Rights

Subject to the Client's compliance with these Terms and to the extent permitted by applicable law, the Client owns any Output generated through its use of Matagi Services. To the extent that any Intellectual Property Rights in the Output arise or vest in Matagi, Matagi hereby assigns such rights to the Client. For the avoidance of doubt, Matagi retains all rights, title, and interest in and to Matagi Services, Matagi Property, and the underlying models, algorithms, and technologies used to generate Output.

The Client hereby grants Matagi a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, reproduce, modify, analyze, adapt, create derivative works from, process, and otherwise utilize Output generated through Matagi Services for the purposes of: (i) providing, operating, maintaining, and supporting Matagi Services; (ii) developing, improving, optimizing, and enhancing Matagi Services, artificial intelligence models, algorithms, and related technologies, provided that any such development activities rely only on anonymized or aggregated information derived from Output that cannot reasonably be used to identify the Client, its Users, or any individual; (iii) creating new products, services, features, or functionality; and (iv) generating statistical, analytical, or aggregated insights relating to the use of Matagi Services.

The Client acknowledges that Output may be generated using artificial intelligence systems and may not be unique, and that similar or identical Output may be generated for other users of Matagi Services.

9.3 Feedback

If the Client or a User provides Matagi with any Feedback, Matagi shall have the right to use such Feedback without restriction at its discretion, including the incorporation of such suggested changes into Matagi Services.

The Client and its Users hereby grant Matagi a perpetual, irrevocable, worldwide, sub-licensable, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose.

Disclaimers

MATAGI SERVICES, PLATFORM AND MATAGI PROPERTY ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ AND MATAGI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MATAGI DOES NOT WARRANT THAT MATAGI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, OR WILL MEET CLIENT'S BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS, AND NO INFORMATION OBTAINED BY THE CLIENT FROM MATAGI OR THROUGH MATAGI SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. MATAGI DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED THROUGH MATAGI SERVICES OR BY ANY AI AGENT, AND THE CLIENT IS RESPONSIBLE FOR REVIEWING AND EVALUATING ANY OUTPUT BEFORE RELYING ON OR USING IT. MATAGI ALSO DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THIRD-PARTY SERVICES, DATA SOURCES, OR EXTERNAL SYSTEMS THAT MAY BE ACCESSED OR USED THROUGH MATAGI SERVICES OR AI AGENTS. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

The Client will, at the Client's expense, defend, indemnify, and hold harmless Matagi and its directors, officers, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) the Client's or any User's use or misuse of Matagi Services, the Platform or Matagi Property; (ii) Client Data or Output generated through the Client's use of Matagi Services; (iii) the Client's breach of these Terms; (iv) the Client's violation of applicable law or the rights of any third party, including Intellectual Property Rights, privacy rights, or other proprietary rights; or (v) any representations or statements made by the Client or its Users to Matagi or to third parties in connection with the use of Matagi Services. Matagi reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Client. In such case, the Client agrees to cooperate with Matagi in the defence of such claim. The Client may not settle any claim that imposes any liability or obligation on Matagi without Matagi's prior written consent.

Limitation of Liability

12.1 No Liability

Matagi shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, modification of Matagi Services, the Platform, Matagi Property, Account usage by the Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of Matagi Services or Matagi Property;
• deletion of, corruption of, or failure to store any Client Data;
• use of Client Data by the Client or any Users associated with an Account;
• use of Output that is provided through Matagi Services, which is generated from User provided input and processed by artificial intelligence and machine learning, by the Client or any Users associated with the Account;
• actions, decisions, or tasks performed by AI Agents, including actions initiated automatically or without direct human input;
• upgrading or downgrading of a current Subscription by the Client;
• any disclosure, loss or unauthorized use of the login credentials of the Client or any User due to the Client's failure to keep them confidential;
• the Client's use of the Account or Matagi Services by means of web browsers other than those accepted or supported by Matagi;
• the application of any remedies against the Client or Users by Matagi;
• the differences between technologies and platforms used for access;
• Matagi's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

Additionally, Matagi shall not be liable to the Client for any claim by any User, person, organization, or third person against the Client arising out of the Client's failure to:

• provide Matagi with accurate information about the Client, Users or the Account;
• notify Matagi of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
• ensure the lawfulness of Client Data;
• obtain the necessary rights to use Client Data; or
• abide by any of the restrictions described in these Terms.

12.2 Maximum Liability

The total aggregate liability of Matagi arising out of or related to these Terms, Matagi Services, the Platform, or any Additional Feature will in no event exceed the total amounts paid or payable by the Client for Matagi Services during the twelve (12) month period preceding the event giving rise to the claim. This limitation of liability is an aggregate limit and will not be increased by the existence of more than one claim or incident giving rise to liability.

12.3 Exclusion of Damages

In no event will Matagi be liable for lost profits, lost sales or business, lost data, business interruption, loss of goodwill, costs of cover or replacement, or for any indirect, incidental, special, exemplary, consequential, or punitive loss or damages, or for any other indirect loss or damages incurred by the Client in connection with these Terms, Matagi Services, the Platform or any Additional Feature.

12.4 Scope of Limitations and Exclusions

The limitations of liability and exclusions of damages in Sections 12.2 and 12.3 shall apply: (i) to the fullest extent permitted under applicable law; (ii) to all claims in the aggregate arising under or relating to these Terms or their subject matter; (iii) regardless of the circumstances or legal theory under which the claim arises (whether contract, tort (noncontractual), negligence, or otherwise); (iv) regardless of whether Matagi has been advised of the possibility of or could have foreseen such damages; and (v) regardless of if the remedies available under these Terms fail of their essential purpose. If applicable law does not allow certain limitations or exclusions of warranties or liability set forth in these Terms, then Matagi's liability shall be limited to the greatest extent permitted under applicable law. Nothing in this Section limits liability that cannot be excluded or limited under applicable law, including mandatory consumer protection laws.

Term, Termination; Suspension

13.1 Term

These Terms shall commence when the Client registers an Account, accepts these Terms, or begins using Matagi Services, whichever occurs first, and shall remain in effect until terminated in accordance with these Terms.

13.2 Ordinary Termination

These Terms and the Client's access to Matagi Services may be terminated as follows:

• by the Client at any time by clicking the cancellation link on the Platform, effective at the end of the then-current Subscription Term unless otherwise expressly stated in these Terms;
• by Matagi effective upon the next Renewal Date; or
• immediately by either party, if the other party ceases its business operations or becomes the subject of liquidation or insolvency proceedings.

13.3 Extraordinary Termination

These Terms and the Client's access to Matagi Services may be terminated extraordinarily with a notice in a form reproducible in writing to the other party:

• by either party if the other party breaches these Terms and does not cure the breach within 30 days of receipt of a notice specifying the breach in reasonable detail;
• immediately by Matagi, if the Client breaches its obligations under Sections 4 “Restrictions”, 7 “Client Data; Data protection”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or
• immediately by Matagi, if (i) Matagi reasonably believes that the Client's use of Matagi Services involves illegal activity, (ii) a request is made by law enforcement, judicial order or other government agency, (iii) the Client's use of Matagi Services endangers the property of others, the Matagi Services, the Platform or API; or (iv) if a Suspension described in Section 13.5 continues for more than thirty (30) consecutive days and the circumstances giving rise to the Suspension have not been remedied by the Client.

13.4 Effect of Termination

Upon termination of these Terms for any reason whatsoever:

• The Client's access to Matagi Services will be terminated or restricted as of the effective termination date, except to the extent necessary to allow the Client to export Client Data in accordance with this Section.
• The Client may request export of its Client Data for a period of sixty (60) days from the effective date of termination. Export of Client Data will be provided using the export functionality or data formats reasonably available through the Platform.
• Unless earlier deletion is requested by the Client or required by applicable law, Matagi will permanently delete the Account and Client Data stored in Matagi Services within six (6) months following the effective date of termination.
• The Client shall immediately: stop using and prevent further usage of Matagi Services; pay any amounts owed to Matagi under these Terms; and settle any liability incurred by the Client under these Terms prior to the termination.
• Termination of these Terms shall not entitle the Client to any refund of prepaid Subscription Fees. Subscription Fees paid for the then-current Subscription Term shall remain payable and non-refundable.
• Any unused Credit Balance remaining in the Client's Account will not be refundable unless otherwise required by applicable law. Until the effective date of termination of the Client's access to Matagi Services, the Client may continue to use any remaining Credit Balance. On and after that date, any remaining Credit Balance shall expire and may be removed from the Account.
• The following provisions shall survive: Sections 1, 4, 6–15.

13.5 Suspension

Matagi has the right to suspend access to all or any part of Matagi Services or an Account, including removing content, at any time, with or without notice, and for any period of time, if Matagi reasonably determines that: (i) there is a threat or attack on any part of Matagi Services; (ii) the Client's or any User's use of Matagi Services disrupts or poses a security risk to Matagi Services or to any other customer; (iii) the Client or any User is using Matagi Services for fraudulent or illegal activities; (iv) the Client has ceased its business operations or become the subject of liquidation or insolvency proceedings; (v) Matagi's provision of Matagi Services to the Client or any User is prohibited by applicable law; (vi) the Client is, or reasonably suspected by Matagi to be, in breach of these Terms; (vii) the Client's or its Users' use of Matagi Services is excessive in relation to other users of Matagi Services, or otherwise gives rise to suspension under Section 6.4 (collectively the “Suspension”). Unless prohibited by law or legal process or necessary to prevent imminent harm to Matagi Services or any third party, Matagi will use reasonable efforts to provide the Client with prior notice of such Suspension. Matagi will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of Matagi Services. Matagi will restore access to Matagi Services without undue delay once the reason for the Suspension has been resolved. Matagi shall have no obligation to provide the Client with any credit or refund of prepaid Fees due to suspension in accordance with these Terms. Matagi will have no liability for any damage, liabilities, losses, or any other consequences that the Client or any User may incur as a result of a Suspension and shall have no obligation to refund any Fees in connection with a Suspension to the extent permitted by law.

Governing Law; Jurisdiction

14.1 Governing Law

These Terms shall be governed by the laws of the Republic of Estonia without giving effect to any principles of conflicts of law.

14.2 Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, the parties shall attempt to solve the matter amicably through mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies. Should an amicable settlement between parties not be possible, the dispute shall be finally solved exclusively by the courts of the Republic of Estonia, with Harju County Court as the court of first instance.

General

15.1 Consumer Rights

If the Client is a consumer, any mandatory rights granted under applicable consumer protection law prevail over these Terms. If any provision of these Terms conflicts with mandatory consumer law, that provision will apply only to the maximum extent permitted by law.

Nothing in these Terms deprives a consumer of mandatory protections granted under the laws of the country of habitual residence where such protections cannot be derogated from by contract.

15.2 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and Matagi, and the Client shall not represent to the contrary, whether expressly, by implication, by appearance or otherwise. These Terms are not for the benefit of any third parties.

15.3 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permitted by applicable law so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

15.4 Entire Agreement

These Terms, including the additional terms incorporated herein by reference, constitute the entire agreement between the Client and Matagi regarding the Client's use of Matagi Services, Matagi Property and the Platform and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless made in writing and agreed by the parties, except as provided in Section 15.5. As used in these Terms, the terms “including,” “include,” and “includes” are not limiting and shall be deemed to be followed by the phrase “without limitation.” Matagi's remedies specified in these Terms are cumulative and are in addition to and not in substitution for any other rights and remedies available to Matagi under applicable law.

15.5 Amendments

Matagi reserves the right to amend the Terms from time to time. Notification of such amendments may be posted on or through the Platform or Matagi Services via electronic notice. Amendments to these Terms will take effect at the earlier of (i) the first Renewal Date following posting, or (ii) 30 days after notice (“Effective Date”). If the Client does not wish to be bound by the amendments, then the Client may cancel the Subscription prior to the Effective Date in accordance with Section 13 above. Continued use of Matagi Services after the Effective Date constitutes acceptance of the amended Terms.

15.6 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Matagi's prior consent in a form reproducible in writing. Any attempted assignment, transfer or delegation without such prior consent will be void and unenforceable. Notwithstanding the foregoing, the Client may assign these Terms without consent upon prior notice in a form reproducible in writing to Matagi: (i) to any credit-worthy entity controlled by, or under common control with the Client that assumes all of Client's obligations under these Terms; or (ii) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client provided the surviving entity is credit-worthy and assumes all of Client's obligations under these Terms. The notice of assignment must include the name, contact information and payment card account information of the assignee. Matagi may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.

15.7 No Waiver

No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise expressly set forth in these Terms: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.8 Notices

Except as otherwise specified in the Terms, all notices related to the Terms from the Client to Matagi will be in writing and will be effective upon (i) personal delivery, (ii) three business days after being sent by registered or certified mail, or (iii) the following day of sending by email. Notices to Matagi must be sent to: Matagi OÜ, email: hello@matagi.ai. Matagi may update its contact details from time to time by posting updated information on the Platform. Notices to the Client will be addressed to the Admin or provided through electronic notices within the Platform or Matagi Services.

Data Processing Agreement (DPA)

This data processing agreement (“DPA”) is an annex and integral part of the Terms, which governs the personal data processing conducted by Matagi (“Processor”) on behalf of the Client (“Controller”) when providing Matagi Services.

The parties are committed to processing personal data of data subjects in compliance with applicable laws, especially Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).

For matters not stipulated in this DPA the Terms apply. In the event of a conflict or ambiguity between the Terms and this DPA, this DPA shall prevail.

The description of the processing, in particular the subject-matter, nature and duration of the processing, as well as the categories of data subjects and types of personal data, are set out in Annex 1 to this DPA.

1. Definitions

Each and every term, unless specifically defined herein, is being used in the meaning of the GDPR or as the Terms.

EEA means European Economic Area.

Sub-Processor means any third party engaged by the Processor to carry out specific processing activities on behalf of the Controller in connection with this DPA.

Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data, as defined in the GDPR.

2. Rights and Obligations of the Controller

2.1 Compliance with applicable laws

The Controller shall comply with the GDPR and all applicable laws and shall be responsible for ensuring the accuracy, quality, and lawfulness of the personal data processed by the Processor, as well as for informing the data subjects of the processing operations carried out by the Processor.

2.2 Lawful instructions

The Controller shall ensure that all instructions for the processing of personal data under this DPA comply with the GDPR and applicable laws, and such instructions will not in any way cause the Processor to be in breach of the GDPR and applicable laws.

3. Processing on Behalf of the Controller

3.1 Processing instructions

The Processor shall process personal data solely based on documented instructions from the Controller, including those set out in this DPA, unless required to do so by the applicable law to which the Processor is subject. In such case, the Processor shall inform the Controller of that legal requirement before processing, unless the applicable law prohibits this on important grounds of public interest.

Additional instructions may be provided throughout the duration of the processing of personal data, provided that such instructions shall always be documented in a form reproducible in writing, including electronically.

The Processor shall immediately inform the Controller if, in the Processor's opinion, the instructions given by the Controller infringe applicable laws.

3.2 Processor acting as a controller

The Processor acknowledges that if it infringes the DPA and applicable laws by determining the purposes and means of the processing, it shall be considered to be a controller in respect of that processing.

4. Confidentiality

The Processor shall ensure that persons authorised to process the personal data, including but not limited to its employees, contractors, management board members, and any other persons granted access, are provided access to the personal data strictly on a need-to-know basis. Such persons shall be subject to a confidentiality obligation, whether contractual or statutory, and shall be fully aware of their responsibilities and obligations concerning the processing of personal data.

5. Security of Processing

The Processor shall implement appropriate technical and organisational measures in accordance with Article 32 of the GDPR to ensure a level of security appropriate to the risk, including protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.

The Processor shall regularly review and, where necessary, update such measures to ensure an appropriate level of security, taking into account the state of the art, implementation costs, the nature, scope, context and purposes of processing, and the risks for the rights and freedoms of natural persons.

6. Assistance to the Controller

6.1 Technical and organisational measures

The Processor shall assist the Controller in ensuring compliance with its obligations pursuant to Article 32 of the GDPR, including by providing the Controller with information on the technical and organisational measures implemented by the Processor pursuant to Article 32 of the GDPR, as well as any other information necessary for the Controller to comply with those obligations.

6.2 Data subject rights

Taking into account the nature of the processing, the Processor shall assist the Controller by appropriate technical and organisational measures, insofar as this is possible, to enable the Controller to fulfil its obligation to respond to requests for the exercise of data subject rights laid down in Chapter III of the GDPR. The Processor shall not communicate with data subjects or respond to data subject requests directly, unless required by applicable law or authorised by the Controller. The Processor shall forward any requests received from data subjects to the Controller as soon as reasonably possible after the receipt of such a request.

6.3 Data protection impact assessments

The Processor shall, where necessary and upon request, assist the Controller in carrying out data protection impact assessments in accordance with Article 35 of the GDPR and in consulting the supervisory authority in accordance with Article 36 of the GDPR, where necessary.

6.4 Personal Data Breach notification

The Processor shall notify the Controller of a Personal Data Breach without undue delay, but no later than within forty-eight (48) hours after becoming aware of a Personal Data Breach involving personal data processed by the Processor. The notification shall include at least the information required in Article 33(3) of the GDPR. Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay. For the avoidance of doubt, a Personal Data Breach does not itself constitute a breach of this DPA, provided that the Processor has duly applied the procedures set out in this DPA.

The Processor shall reasonably assist the Controller in complying with its obligations to notify Personal Data Breach to the supervisory authority and to the affected data subjects, in accordance with Articles 33 and 34 of the GDPR.

6.5 Costs of assistance

The Processor shall be entitled to invoice the Controller for additional costs incurred in fulfilling its obligations under this Section 6 where the Processor reasonably determines such costs to be excessive or unreasonable, including due to repetitive requests, the number of data subjects concerned, the need for extensive manual effort, or other requests requiring resources beyond the ordinary course of the Processor's services. The Processor shall notify the Controller of such costs in advance prior to issuing any invoice.

7. Engaging Sub-Processors

7.1 Authorisation of Sub-Processors

The Processor may engage Sub-Processors on the basis of the Controller's prior general authorisation. The Controller hereby grants a general authorisation for the engagement of Sub-Processors and acknowledges that, at the time of concluding this DPA, the Processor has engaged the Sub-Processors listed in Annex 2 to this DPA.

7.2 Changes to Sub-Processors

The Processor shall inform the Controller in advance, in a form reproducible in writing, of any intended addition or replacement of a Sub-Processor, thereby giving the Controller the opportunity to object to such change. Upon having reasonable grounds, the Controller may object to the addition or replacement of a Sub-Processor within fourteen (14) calendar days as of being informed. If the Controller does not object within this time period, the addition or replacement of the Sub-Processor shall be deemed to be approved by the Controller.

7.3 Sub-Processor obligations

The Processor shall engage a Sub-Processor under an agreement imposing the same data protection obligations as set out in this DPA, in particular requiring the implementation of appropriate technical and organisational measures to meet the requirements of the GDPR.

7.4 Liability for Sub-Processors

The Processor shall remain fully liable to the Controller for the performance of any Sub-Processor's obligations.

8. Data Transfers Outside the EEA

The Processor may transfer personal data outside the EEA including by engaging Sub-Processors located outside the EEA, provided that such transfers are made to countries in respect of which the European Commission has issued an adequacy decision, or the Processor uses other appropriate safeguards in accordance with Chapter V of the GDPR, including, without limitation, standard contractual clauses adopted by the European Commission.

The Controller may request information from the Processor about the countries to which personal data is transferred to and the safeguards used.

Where the safeguards in place become insufficient to meet the requirements of applicable law for the transfer of personal data outside the EEA, the Processor shall either implement an alternative transfer mechanism that complies with applicable law or discontinue the transfer.

9. Provision of Information and Audits

9.1 Provision of information

Upon the Controller's reasonable request, the Processor shall provide to the Controller within thirty (30) calendar days following the receipt of the request with information reasonably necessary to demonstrate compliance with this DPA in relation to the processing activities carried out on behalf of the Controller.

9.2 Audit rights

Where, in the reasonable opinion of the Controller, such information provided is insufficient to verify the Processor's compliance with this DPA, the Controller may, upon sixty (60) calendar days prior notice and on reasonable grounds, conduct an audit through an independent third-party auditor subject to appropriate confidentiality obligation. Any costs and expenses incurred in connection with such audit shall be borne by the Controller.

The Controller's notification shall include a proposed auditing plan. If any aspects of the requested audit scope have been addressed in an audit conducted by an auditor within the preceding twelve (12) months, the Processor may furnish the Controller with that audit report instead of conducting the proposed audit.

Audits shall be strictly limited to confirming the Processor's compliance with its obligations under this DPA. The audits shall explicitly exclude any information and data not essential for the audit, including but not limited to details pertaining to the Processor's other clients, partners, internal accounting or financial records and trading secrets.

The Controller may perform an audit once every twelve (12) months during the Processor's regular business hours and the audit must be carried out in a manner that minimises disruption to the Processor's ongoing business operations. Furthermore, in order to minimise the operational disturbances, the Processor may combine the audit carried out with audits conducted by the Processor's other clients.

9.3 Audit reports

Unless prohibited by the applicable law, the Controller must provide a copy of the audit report to the Processor. The Processor shall be entitled to use the report in other client relationships, ensuring that any sections containing the Controller's confidential information are appropriately redacted or removed.

9.4 Remediation of deficiencies

The Processor shall use reasonable efforts to remedy any deficiencies identified, at its own expense. Any material deficiencies shall be remedied without undue delay, and the Processor shall promptly inform the Controller of the proposed remediation plan. Any other deficiencies shall be remedied within a reasonable timeframe, to be mutually agreed by the Parties following the Controller's review of the remediation plan and proposed timeline submitted by the Processor.

10. Return and Deletion of Personal Data

10.1 Return and Deletion

The Processor shall return and/or delete personal data in accordance with the Terms and the Controller's instructions, unless applicable law requires storage of the personal data.

10.2 Secure Deletion

The Processor shall ensure that the personal data deletion is performed in a secure manner, in compliance with Article 32 of the GDPR. The Processor shall confirm to the Controller that the deletion has been completed in accordance with the agreed-upon procedures.

11. Term and Termination

11.1 Entry into Force

This DPA enters into force concurrently with the Terms.

11.2 Termination for Unlawful Instructions

The Processor shall be entitled to terminate this DPA extraordinarily without notice insofar as it concerns processing of personal data under this DPA where, after having informed the Controller that its instructions infringe applicable law, the Controller insists on compliance with the instructions.

11.3 Interdependent Termination

The DPA and the Terms are interdependent and cannot be terminated separately. Termination of the DPA causes automatic termination of the Terms and vice versa. Termination of this DPA does not exempt the parties from fulfilling their obligations as specified in the applicable laws.

Description of the Processing

1. Subject-Matter of the Processing

The subject-matter of the processing is the provision of Matagi Services by the Processor to the Controller under the Terms.

2. Nature of the Processing

The Processor may carry out the following processing activities to the extent necessary for providing Matagi Services: collection, recording, organisation, structuring, storage, hosting, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment, combination, restriction, erasure, deletion, and return of personal data.

3. Categories of Data Subjects

The categories of data subjects may include the Controller's customers, clients, end users, and other individuals whose personal data is submitted to Matagi Services by or on behalf of the Controller, individuals communicating with or through AI Agents deployed by the Controller and other individuals whose personal data is included in Client Data submitted by the Controller or its Users.

4. Types of Personal Data

The types of personal data may include identification data, such as name and surname; contact data, such as email address, telephone number, address, or other contact details; messages, prompts, instructions, requests, files, attachments, and correspondence submitted through the Platform or AI Agents; technical data, such as IP address, device information, log data, and usage-related information, to the extent such data qualifies as personal data; any other personal data included in Client Data submitted by the Controller or its Users through Matagi Services.

5. Duration of the Processing

The Processor shall process personal data for the duration of the Terms and for such additional period as necessary to comply with the Controller's instructions, the retention and deletion provisions set out in the Terms and the DPA, and any applicable legal obligations.

Sub-Processors

The Controller acknowledges and agrees that at the time of concluding this DPA, the Processor has engaged the following Sub-Processors:

We update this list when sub-processors change. Material additions are notified to active Clients in advance via the Platform. Email hello@matagi.ai for the latest copy or to subscribe to change notifications.