Terms and Conditions of Use

Order terms and electronic notices

Checkout pages, order forms, invoices, receipts, plan descriptions, product screens, and written agreements may include additional terms for a particular purchase, plan, credit package, organization, or feature. Those transaction-specific terms apply to that transaction, and if they conflict with these general terms, the more specific transaction terms control for that transaction.

You agree that MATCHA may provide notices, disclosures, receipts, renewal information, cancellation confirmations, product changes, and other communications electronically, including by email, dashboard notice, product notice, support message, invoice, receipt, or posting to the relevant service.

Accounts, organizations, and authority

You are responsible for keeping account credentials secure, for all activity under accounts you control, and for promptly notifying us of suspected unauthorized access. Organization administrators are responsible for managing their users, courses, activities, proctors, integrations, and settings.

If you configure MATCHA for students, participants, employees, contractors, or other end users, you are responsible for having the authority, notices, policies, consents, and legal basis required for that use, including any requirements that apply to academic integrity monitoring, proctoring, evidence collection, student records, privacy, accessibility, employment, or institutional policies.

Acceptable use and prohibited automation

You may use MATCHA services only for lawful educational, administrative, support, authorship, product, and billing purposes. You may not misuse MATCHA services or interfere with their security, integrity, availability, or intended operation.

You may not use artificial intelligence agents, bots, crawlers, scrapers, macros, scripts, remote-control tools, credential-stuffing tools, load generators, browser automation, unofficial clients, or any other automated or semi-automated process to access MATCHA services, create accounts, submit requests, harvest information, bypass rate limits or technical controls, imitate users, probe private endpoints, or automate actions that are intended to be performed by a human.

• Do not access, test, reverse engineer, decompile, modify, bypass, or circumvent any MATCHA system, API, protocol, security control, usage limit, billing control, integrity control, proctoring control, or anti-abuse measure except as expressly permitted in writing by MATCHA.
• Do not use MATCHA to misrepresent authorship, evade institutional rules, facilitate cheating or academic misconduct, violate another person's rights, submit unlawful or harmful content, distribute malware, or attempt unauthorized access to data or accounts.
• Do not resell, sublicense, share, transfer, or pool access to plans, credits, accounts, organization seats, API-like endpoints, support services, or AI features except as expressly allowed in the applicable plan or written agreement.

Purchases, subscriptions, renewals, and cancellation

All purchases of plans, subscriptions, credits, usage packages, add-ons, and other paid services are final and non-refundable except where a refund is required by applicable law or expressly promised in writing by MATCHA for a specific transaction.

Paid plans may renew automatically if stated at checkout or in the applicable order flow. Before charging for a recurring plan, we aim to disclose the material billing terms, including price, billing frequency, renewal period, and cancellation method. By purchasing a recurring plan, you authorize MATCHA or its payment processor to charge the payment method you provide for recurring charges, applicable taxes, and authorized usage or overage charges.

You may cancel a plan at any time to stop future renewals. Cancellation does not refund or cancel the portion of the current billing period, commitment, plan, minimum, add-on, or package that has already been paid or become due. Unless MATCHA terminates access for breach or security reasons, plan features generally remain available until the end of the paid billing period.

• We do not provide prorated refunds or credits for unused time, unused plan capacity, unused features, forgotten cancellations, non-use, dissatisfaction, changes in circumstances, or a decision to stop using MATCHA before the end of a paid period.
• Prices, plan features, included usage, overage rates, free offers, and credit packages may change. We will try to provide reasonable notice of material changes that affect recurring charges, but changes may apply immediately to new purchases, renewals, or usage after notice.
• You are responsible for taxes, payment processor fees charged to you, failed-payment costs, chargebacks, currency conversion costs, and other amounts associated with your purchases. Failed payments, chargebacks, suspected fraud, or billing disputes may result in suspension, cancellation, loss of credits, or loss of access.

AI credits and pay-as-you-go usage

AI credits and pay-as-you-go credits are limited, revocable usage entitlements for eligible MATCHA services. They are not deposits, stored value, gift cards, cash balances, or property interests; they have no cash value; and they are not redeemable, refundable, transferable, or exchangeable except where required by applicable law.

Purchased AI credits may expire 12 months after purchase unless a different expiration period is stated at checkout or applicable law requires otherwise. Promotional, trial, bonus, beta, or complimentary credits may expire sooner, may be revoked at any time, and may be subject to additional limits.

We may deduct usage from the oldest expiring credits first, but we do not guarantee any particular deduction order. Credits may be consumed by successful requests, attempted requests, tool calls, model usage, support usage, generation, analysis, or other metered events as described in the product or checkout flow.

AI output, academic integrity, and professional judgment

MATCHA may include AI, automation-assisted, retrieval, support, writing, analysis, or grading-adjacent features. AI output may be inaccurate, incomplete, outdated, biased, misleading, unsuitable, or inappropriate. You are responsible for reviewing output, verifying important information, and deciding whether any output is appropriate for your situation.

MATCHA does not provide legal, academic, disciplinary, pedagogical, accessibility, privacy, employment, medical, security, financial, or other professional advice. MATCHA does not make final academic integrity determinations and does not guarantee that any document, replay, certificate, report, AI output, support answer, activity setting, or evidence package will be accepted by any instructor, institution, employer, tribunal, court, regulator, or other third party.

Service changes, availability, and beta features

MATCHA services are provided on an as-is and as-available basis. We may modify, suspend, limit, replace, discontinue, or charge for any service, plan, feature, integration, model, AI capability, support channel, usage limit, endpoint, or storage feature at any time, subject to any mandatory rights or specific written commitments that apply to you.

We do not guarantee uninterrupted service, error-free operation, particular uptime, preservation of any data, compatibility with all devices, acceptance by third parties, availability of any AI model or provider, or that a service will meet your requirements. Beta, preview, experimental, free, trial, and discounted features may be changed or removed at any time.

User content, data, and privacy

You retain whatever rights you have in materials you submit, upload, create, configure, or process through MATCHA. You grant MATCHA the rights needed to host, process, transmit, analyze, secure, support, display, reproduce, and otherwise operate the services for you and for users or organizations you authorize.

MATCHA may use aggregated, anonymized, de-identified, diagnostic, performance, security, and usage information to operate, maintain, debug, secure, analyze, and improve MATCHA and related products. Our handling of personal information is also described in our Privacy Policy.

You are responsible for the content and data you submit, for ensuring that you have the right to submit it, and for not submitting sensitive or regulated data unless the applicable MATCHA service and your agreement with MATCHA are appropriate for that data.

MATCHA Cloud and stored data

MATCHA Cloud may allow you or your organization to store, synchronize, transmit, retrieve, share, or manage documents, activity files, work histories, certificates, reports, settings, and other content through MATCHA services. MATCHA works to operate MATCHA Cloud with reasonable care, security practices, backups, monitoring, and highly redundant cloud infrastructure.

Even with those efforts, no cloud storage, synchronization, hosting, or backup system is perfect. Data can be lost, corrupted, overwritten, delayed, mis-synchronized, made temporarily unavailable, or permanently deleted because of user action, sync conflicts, device failure, account compromise, permission changes, storage limits, software bugs, migrations, payment or account issues, third-party provider failures, outages, cyberattacks, legal requirements, disaster events, or other causes.

MATCHA Cloud is not a substitute for your own backups unless a written agreement with MATCHA expressly says otherwise. You and your organization are responsible for keeping independent copies of important documents, activity files, evidence, exports, certificates, and other data on personal computers, institutional systems, offline backups, or other storage you control.

To the fullest extent permitted by law, MATCHA is not responsible or liable for the loss, corruption, deletion, disclosure, unavailability, or failure to recover any data, or for any academic, business, legal, financial, operational, reputational, or other consequences that result from losing access to data stored or processed through MATCHA Cloud.

MATCHA materials and feedback

MATCHA and its software, websites, dashboard, documentation, designs, logos, text, templates, workflows, reports, support materials, AI features, and other service materials are owned by MATCHA Technologies or its licensors and are protected by intellectual property and other laws. These terms do not grant you any ownership interest in MATCHA services or materials.

If you send ideas, suggestions, bug reports, requests, comments, or other feedback, you grant MATCHA a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialize, and incorporate that feedback without restriction or compensation to you.

Third-party services

MATCHA may rely on third-party services such as payment processors, hosting providers, analytics providers, email providers, AI providers, support tools, browser services, identity providers, learning management systems, and cloud storage providers. Third-party services may have their own terms, privacy notices, limits, fees, outages, and data practices.

MATCHA is not responsible for third-party services, third-party content, institution systems, LMS behavior, payment processor decisions, card network rules, cloud storage behavior, AI-provider availability, or external sites linked from MATCHA services.

Suspension and termination

We may suspend, limit, or terminate access to MATCHA services, accounts, plans, credits, support, organizations, or data if we believe there has been a violation of these terms, misuse, automation, fraud, security risk, legal risk, payment failure, chargeback, excessive load, rights violation, or operational risk.

Termination or suspension for breach does not entitle you to a refund and may result in forfeiture of unused credits, subject to mandatory law. Sections that by their nature should survive termination will survive, including payment obligations, restrictions, disclaimers, limitations of liability, indemnities, governing law, and dispute provisions.

Disclaimers of warranties

To the fullest extent permitted by law, MATCHA services, websites, dashboard, support, AI features, billing features, credits, plans, documentation, outputs, and related materials are provided as-is, as-available, with all faults, and without warranties of any kind.

To the fullest extent permitted by law, MATCHA disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, availability, security, reliability, and that data or content will be preserved or error-free.

Limitation of liability

To the fullest extent permitted by law, MATCHA Technologies, its directors, officers, employees, contractors, affiliates, suppliers, licensors, service providers, and agents will not be liable for indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages; lost profits; lost revenue; lost savings; lost business; loss of goodwill; loss, corruption, or disclosure of data; service interruption; replacement costs; or loss of opportunity, even if advised of the possibility of such damages.

Without limiting the foregoing, and to the fullest extent permitted by law, MATCHA disclaims responsibility and liability for any academic accusation, academic offense charge, disciplinary process, academic penalty, grade consequence, suspension, expulsion, tuition loss, scholarship loss, employment consequence, financial harm, health consequence, emotional distress, reputational harm, institutional decision, failed submission, rejected certificate, lost file, AI output, or other direct or indirect consequence arising from or relating to use of MATCHA services.

To the fullest extent permitted by law, MATCHA Technologies' total aggregate liability for all claims arising out of or relating to these terms or MATCHA services will not exceed the greater of CAD $100 or the amount you paid to MATCHA for the service giving rise to the claim during the three months before the event giving rise to liability.

Indemnity

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless MATCHA Technologies and its directors, officers, employees, contractors, affiliates, suppliers, licensors, service providers, and agents from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from or relating to your use of MATCHA services, your content or data, your organization's activities, your violation of these terms, your violation of law or third-party rights, your automation or misuse, or your failure to obtain required permissions, notices, or consents.

Changes to these terms

We may update these terms from time to time. The updated version will be posted on the terms page with an updated date. Where required by law or where changes materially affect paid services, we will provide additional notice. Continued use of MATCHA services after updated terms take effect means you accept the updated terms.

Governing law and disputes

These terms are governed by the laws of Ontario, Canada, and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Subject to any mandatory rights you may have under applicable law, disputes arising out of or relating to these terms or MATCHA services will be brought exclusively in the courts of Ontario, Canada, and each party attorns to the jurisdiction of those courts.

Nothing in these terms is intended to limit or exclude any non-waivable consumer, privacy, payment, refund, cancellation, warranty, or other mandatory right that applies to you. If a provision is unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

Miscellaneous

MATCHA is not responsible for delay, failure, interruption, data loss, or non-performance caused by events beyond its reasonable control, including internet or hosting failures, power failures, labor disputes, acts of government, war, terrorism, civil unrest, natural events, supplier failures, payment network issues, AI-provider outages, cyberattacks, or widespread technical incidents.

You may not assign or transfer these terms, accounts, plans, credits, or rights to use MATCHA without MATCHA's prior written consent. MATCHA may assign or transfer these terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or operation of law.

These terms, together with any applicable order terms, written agreement, privacy policy, product terms, and end user license agreement, form the agreement between you and MATCHA for the services they cover.

Contact

Questions about these terms may be sent to contact@matchatech.io.