Terms of Service

These Terms of Service (the “Terms”) form a binding legal agreement between you and Metatrix Labs (“Metatrix Labs”, “we”, “us” or “our”), the operator of the website and platform located at metatrix.ai (the “Services”). They are the master contract governing your access to and use of the Services. Please read them carefully. Our Privacy Policy, Acceptable Use Policy, Cookie Policy, AI Disclosure & Usage Policy, Copyright & Notice-and-Notice Policy, Data Processing Addendum and Accessibility Statement are incorporated into these Terms by reference and apply to your use of the Services.

1. Acceptance of these Terms

By accessing or using the Services, by creating an account, or by clicking “I agree” (or a similar control), you confirm that you have read, understood and agree to be bound by these Terms and by all policies incorporated by reference. If you do not agree, you must not access or use the Services.

If you use the Services on behalf of a company, organization or other legal entity, you represent and warrant that you have the authority to bind that entity, and “you” in these Terms refers to both you and that entity, which is jointly responsible for compliance.

2. Eligibility & Age

• You must be at least 16 years of age to use the Services.
• If you are under the age of majority in your province, state or country of residence, you may use the Services only with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf.
• The Services are not directed to and may not be used by children under 13. We do not knowingly collect personal information from children under 13. If you believe a child has provided us information, contact us at support@metatrix.ai and we will take appropriate steps to delete it.

3. Definitions

• “Inputs” means any text, prompts, images, audio, video, camera or media streams, files, code, commands, location data or other content that you submit to, or transmit through, the Services.
• “Outputs” means content generated by the Services in response to your Inputs, including chat responses, generated images, video, 3D assets, upscales, transcriptions, scene descriptions and other creations.
• “Your Content” means your Inputs together with the Outputs associated with your use, to the extent you have rights in them.
• “AI Providers” and “Infrastructure Providers” means the third-party services described in Section 10 that we rely on to deliver the Services.
• “Account” means the registration and credentials through which you access the Services.

4. The Services

The Services are a fully hosted, serverless, cloud-based AI platform. They may include, in whole or in part and subject to change:

• Max — an AI conversational assistant and chat interface.
• Generation tools — image, video and 3D asset generation, and upscaling of media.
• Real Room — a camera vision feature that only describes scenes and does not identify, recognize or biometrically match individual people.
• WebRTC video calling — real-time audio and video communication.
• Voice — speech input and output features.
• GPS “travel-to” — location-based navigation and exploration features.
• Sandboxed in-browser terminal — a command interface that executes commands inside an isolated, ephemeral cloud sandbox, not on your device and not on our persistent infrastructure.
• Creations gallery — a space to view and manage generated Outputs.

Features may be added, changed, limited or removed at any time. All processing is performed in the cloud through our AI and Infrastructure Providers; the Services do not run models locally on your device.

5. Your Account

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to provide accurate, current and complete information and to keep it updated. You must notify us promptly at support@metatrix.ai of any unauthorized use or suspected security breach. You may not share, sell or transfer your Account, and you may not use another person’s Account without permission. We are not liable for loss arising from your failure to safeguard your credentials.

6. Your Content & Inputs

As between you and Metatrix Labs, you retain all ownership rights you hold in your Inputs. You represent and warrant that you own or have all necessary rights, consents and permissions to submit your Inputs and that they do not infringe or violate any third-party rights or applicable law.

You grant Metatrix Labs a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, process, transmit, display and route your Inputs to our AI and Infrastructure Providers, solely as reasonably necessary to operate, provide, secure, maintain and improve the Services and to comply with law. This licence exists only to run the Services and ends when your Content is deleted from our systems and those of our Providers in the ordinary course, except for residual copies retained for backup, security or legal-compliance purposes and for anonymized or aggregated data that no longer identifies you. Our handling of personal information is described in the Privacy Policy and Data Processing Addendum.

7. Outputs & Creations

Subject to your compliance with these Terms and to the extent Metatrix Labs holds any right, title or interest in the Outputs you generate, Metatrix Labs assigns such right, title and interest to you, to the extent permitted by our AI Providers’ terms. Because Outputs are produced by third-party AI models, the rights you receive are limited by, and subject to, those Providers’ terms of use.

Metatrix Labs makes no representation or warranty that any Output is original, accurate, unique, non-infringing, fit for any purpose, or protectable by copyright or any other intellectual-property right. Similar or identical Outputs may be generated for other users. You are solely responsible for reviewing, verifying and for your use of any Output, including ensuring that your use does not infringe third-party rights or violate applicable law.

8. AI Disclaimer

The Services use generative artificial intelligence. You acknowledge and agree that:

• Outputs, including responses from Max, may be inaccurate, incomplete, outdated, biased or entirely fabricated (so-called “hallucinations”).
• Outputs are provided for general information and creative purposes only and do not constitute professional advice of any kind, including legal, medical, financial, tax, accounting, safety or engineering advice.
• You must independently verify any Output before relying on it, and you should consult a qualified professional where appropriate.
• Any blueprint, hardware, schematic, structural, electrical or similar generator output must not be built, deployed or relied upon without independent review and approval by a qualified professional. Reliance on such Outputs without qualified review is entirely at your own risk.

Further detail is set out in our AI Disclosure & Usage Policy.

9. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms. Among other things, you must not use the Services or the sandboxed terminal to break the law, infringe others’ rights, generate prohibited content, attack, probe, overload or circumvent the Services or their security, or use the Services to identify or surveil individuals. A breach of the Acceptable Use Policy is a breach of these Terms.

10. Third-Party Services & AI Models

The Services are delivered using third-party AI Providers and Infrastructure Providers, whose systems process your Inputs and Outputs. These currently include:

• Cloudflare — AI models, media storage and real-time relay.
• fal.ai (United States) — video, 3D and upscale generation.
• Vercel (United States) — hosting and the sandboxed terminal environment.
• Supabase (Canada, ca-central-1) — database.
• Google — OAuth sign-in.

Your use of features powered by these Providers may also be governed by their own terms and policies, and you agree to comply with them. We do not control and are not responsible for third-party services, and processing by these Providers may occur outside your province or country, including in the United States. See our Privacy Policy and Data Processing Addendum for details on data handling and cross-border transfers.

11. Intellectual Property & Feedback

The Services, including their software, models integration, design, text, graphics, logos, trademarks and all related intellectual property, are owned by Metatrix Labs or its licensors and are protected by law. Except for the rights expressly granted to you in these Terms, we grant you no right, title or interest in the Services. You may not copy, modify, distribute, sell, lease, reverse-engineer or create derivative works from any part of the Services except as permitted by law.

If you choose to provide suggestions, ideas or feedback about the Services, you grant Metatrix Labs a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit that feedback for any purpose without obligation or compensation to you.

12. Paid Features

The Services are currently offered free of charge. If and when Metatrix Labs offers paid features, subscriptions or other billed services, the following will apply, and additional terms may be presented at the point of purchase:

• Fees and taxes. You agree to pay all applicable fees and all applicable taxes, including GST/HST, at the prices in effect when you purchase.
• Auto-renewal. Subscriptions may renew automatically for successive terms unless cancelled. Where a subscription auto-renews, we will provide advance notice as required by law before each renewal.
• Cancellation and refunds. Cancellation and refund rights will be offered consistent with the Ontario Consumer Protection Act, 2002 and, for residents of Quebec, the Quebec Consumer Protection Act.
• No waiver of mandatory rights. Nothing in this Section limits or waives any non-waivable statutory consumer right.

13. Service Provided “AS IS” and “AS AVAILABLE”

To the maximum extent permitted by applicable law, the Services and all Outputs are provided “AS IS” and “AS AVAILABLE”, without warranties or conditions of any kind, whether express, implied, statutory or otherwise. Metatrix Labs disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment. We do not warrant that the Services will be uninterrupted, secure, error-free, or free of harmful components, that any defects will be corrected, or that any Output will meet your requirements. We provide no uptime or availability guarantee. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you; in that case, such warranties are limited to the minimum extent permitted by law.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Metatrix Labs, its owners, personnel and suppliers will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business, arising out of or relating to the Services or these Terms, whether based in contract, tort (including negligence), statute or otherwise, even if advised of the possibility of such damages.
• Metatrix Labs’ total aggregate liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the total fees you paid to Metatrix Labs in the three (3) months immediately before the event giving rise to the claim, or (b) CAD $100.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any other liability that applicable law does not permit to be limited. Where a court determines that a particular exclusion or limitation is unenforceable or unconscionable in the circumstances, that exclusion or limitation will apply only to the extent permitted by law, and the remaining limitations will continue in full force. The allocation of risk in these Terms reflects the price of the Services and is a fundamental basis of the agreement between us.

15. Indemnity

To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Metatrix Labs and its owners, personnel, licensors and suppliers from and against any and all claims, demands, actions, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your Content and Inputs; (b) your use of the Services, including any Outputs you use, publish or distribute; (c) any commands you run in the sandboxed terminal; (d) your violation of these Terms, the Acceptable Use Policy or any applicable law; and (e) your violation of any third-party right, including intellectual-property, privacy or publicity rights. We may assume the exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate with us.

16. Suspension & Termination

You may stop using the Services at any time and may delete your Account. We may suspend, restrict or terminate your access to the Services or any feature, in whole or in part, immediately and without notice, where we reasonably believe it is necessary to address a violation of these Terms or the Acceptable Use Policy, a security, safety, legal or operational risk, harm to other users, our Providers or third parties, or to comply with law — including by means of our safety killswitch. Upon termination, your right to use the Services ceases. Sections that by their nature should survive termination — including Sections 6, 7, 8, 11, 14, 15, 18 and 20 — will survive.

17. Changes to the Services and to these Terms

We may modify, add or discontinue features of the Services at any time. We may also update these Terms from time to time. For material changes, we will provide reasonable notice by appropriate means, such as posting the updated Terms with a new “Last updated” date or notifying you through the Services. Changes take effect when posted or on the stated effective date. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services.

18. Governing Law & Disputes

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. You and Metatrix Labs agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada, subject to the carve-outs below.

• Consumer rights preserved. If you are a consumer, nothing in these Terms deprives you of the benefit of any mandatory consumer-protection law of the jurisdiction where you reside, including any right to bring proceedings in your local courts.
• Quebec residents. If you reside in Quebec, nothing in these Terms limits rights that cannot be waived under Quebec law, including the Quebec Consumer Protection Act (including s. 11.1) and the Act respecting the protection of personal information in the private sector (Law 25).
• No forced arbitration; no class-action waiver. We do not require consumers to submit to mandatory binding arbitration and do not require consumers to waive class or collective proceedings. Consumers retain all of their statutory rights, including the right to bring or join a class proceeding.

19. Language

These Terms are provided in English, and the English-language version governs to the extent permitted by law. A French version is available for Quebec users. Where required by applicable Quebec law, the French version prevails for Quebec residents. Les parties confirment leur volonté que ce document soit rédigé en anglais, sauf lorsque la loi applicable exige autrement.

20. General

• Severability. If any provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force.
• Entire agreement. These Terms, together with the policies incorporated by reference, constitute the entire agreement between you and Metatrix Labs regarding the Services and supersede all prior agreements on that subject.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, outages, failures of Providers or networks, labour disputes, or governmental action.
• No waiver. Our failure to enforce any provision is not a waiver of it or of any other provision.
• Notices. We may provide notices through the Services or by other reasonable means. You may send notices to us at support@metatrix.ai.
• Relationship. These Terms do not create any partnership, agency, joint venture or employment relationship between you and Metatrix Labs.

21. Contact

Questions about these Terms may be sent to Metatrix Labs at support@metatrix.ai.