Terms of Service

Welcome to the TrialMatrix, Inc. (“TrialMatrix”) website (the “Site”) and our AI-driven platform (the “Platform” or the “Services”). These Terms of Service (these “ToS”) govern your access to and use of the Site and the Services, except where a separate Master Service Agreement (“MSA”) has been signed between TrialMatrix and you or your organization. If you or your organization have executed an MSA with TrialMatrix, the MSA will control to the extent of any conflict with these ToS.

By accessing or using the Site or Services, you agree to be bound by these ToS. If you do not agree, you must discontinue use immediately.

These ToS are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms, policies, or restrictions posted on or through the Services.

1. Scope and Eligibility

1.1 Applicability. These ToS apply to all visitors, browsers and users of the Site and Services, whether accessing as a guest or as a registered user. If you are entering into these ToS on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity, and references to “you” and “your” mean that entity.

1.2 Age Requirement. You must be at least 18 years old (or of legal majority in your jurisdiction) to use the Site or Services.

1.3 Prior Prohibition. If TrialMatrix has previously suspended, terminated, or prohibited you from accessing the Services, you are not permitted to access or use the Services. If we terminate or suspend your account for any reason, you are prohibited from registering or creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you purport to act on that third party’s behalf.

1.4 User Representations. By using the Services, you represent and warrant that: (a) all registration information you submit is true, accurate, current, and complete, and you will maintain and promptly update it; (b) you have the legal capacity to enter into and comply with these ToS; (c) you are not a minor in the jurisdiction in which you reside; (d) you will not access the Services through automated or non-human means except as expressly permitted under these ToS; (e) you will not use the Services for any illegal or unauthorized purpose; and (f) your use of the Services will not violate any applicable law or regulation. If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services.

1.5 Geographic Restrictions. TrialMatrix is based in the United States. We make no claim that the Services or any of their content are accessible or appropriate outside the United States, and access may not be lawful for certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are solely responsible for compliance with local laws. You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. trade sanctions, and that you are not on any U.S. government restricted-party list.

2. About TrialMatrix; No Professional Advice

2.1 The Platform. TrialMatrix operates an AI-driven litigation platform, including tools for structuring, analyzing, and reasoning over litigation data and documents.

2.2 No Professional Relationship. YOU UNDERSTAND AND AGREE THAT TRIALMATRIX IS NOT A LAW FIRM, ATTORNEY, MEDICAL PROVIDER, CLINICAL INVESTIGATOR, STAFFING FIRM, OR REFERRAL SERVICE. Any information contained on or generated through the Services is not legal, medical, clinical, regulatory, financial, or other professional advice, and is not guaranteed to be accurate or complete. While some of our personnel may hold professional licenses, they are not engaged in professional practice in their capacity as personnel of TrialMatrix. No attorney-client, physician-patient, fiduciary, or other professional relationship is created between you and TrialMatrix, and your communications with us are not protected by attorney-client privilege, work-product protection, or any comparable privilege.

2.3 AI-Generated Output. The Services use artificial intelligence, machine learning, and large language models. Output generated by the Services (“Output”) is probabilistic and may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable for your purpose, and identical or similar Output may be generated for other users. You are solely responsible for evaluating, verifying, and validating all Output before relying on it or acting upon it, and for ensuring that a qualified human professional reviews any Output used in connection with any legal, regulated, or other consequential decision. You must not use Output as a substitute for independent professional judgment. TrialMatrix makes no representation or warranty that Output is accurate, complete, fit for any particular purpose, non-infringing, or compliant with any law, regulation, standard, or protocol applicable to you.

2.4 Your Input. You represent and warrant that you have all rights, consents, authorizations, and lawful bases necessary to submit any data, documents, prompts, or other materials you provide to the Services (“Input”), and that your Input and our processing of it in accordance with these ToS will not violate any law, regulation, contract, or third-party right. 

2.5 Reliance on Information Posted. The Services may include typographical errors, inaccuracies, or other errors, including in descriptions, pricing, and availability. We reserve the right to correct any such errors and to change or update information on the Services at any time without prior notice. We disclaim any responsibility for the accuracy, content, or availability of information relating to the Services or to TrialMatrix found on third-party websites.

3. Relationship to the Master Service Agreement

3.1 MSA Precedence. If your organization has executed an MSA with TrialMatrix, that agreement governs any paid subscription or custom services. These ToS apply only to the extent not addressed in the MSA.

3.2 Order of Precedence. In the event of a conflict, the order of precedence is: (a) the MSA and its exhibits and order forms; (b) any product-specific or module-specific terms posted on the Services; and (c) these ToS.

3.3 Trial, Free, Evaluation, and Beta Usage. Any free trial, evaluation, pilot, sandbox, demonstration, or beta access to the Services not covered by a specific MSA remains subject to these ToS. Such access is provided “as is” and “as available,” without any warranty, indemnity, service level, support, uptime, or data-retention commitment of any kind, may be modified, suspended, limited, or terminated by us at any time in our sole discretion and without notice or liability, and may contain features that are incomplete or that never become generally available. Notwithstanding anything to the contrary in these ToS, our aggregate liability arising out of or relating to any free, trial, evaluation, or beta access shall not exceed one hundred U.S. dollars (US$100).

4. Intellectual Property and Content

4.1 Ownership. TrialMatrix or its licensors own all right, title and interest in and to the Site, the Services, all Output templates, models, algorithms, ontologies, databases, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof, and all associated intellectual property, which are protected by United States and international copyright, trademark, patent, trade secret, and other laws. You receive no ownership interest by accessing or using the Site or Services. All rights not expressly granted to you are reserved by TrialMatrix.

4.2 License to Use. Subject to these ToS, TrialMatrix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and any publicly available features of the Services for your internal business or personal use only. Except as expressly permitted, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material on the Services, other than: (a) temporary storage in RAM incidental to your accessing and viewing the materials; and (b) files automatically cached by your web browser for display enhancement.

4.3 Restrictions. You must not: (a) modify copies of any materials from the Services; (b) use any illustrations, photographs, video or audio sequences, or graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark, or other proprietary rights notice from copies of materials from the Services. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these ToS, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

4.4 Trademarks. The TrialMatrix name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TrialMatrix or its affiliates or licensors. You must not use such marks without our prior written permission. All other marks appearing on the Site are the property of their respective owners.

4.5 User Submissions. If you submit or post any content through the Site or Services (e.g., comments, postings, or materials, other than Input governed by §2.4 or an MSA) (“Submissions”), you represent and warrant that you have all necessary rights to do so, that the Submission is original to you or you are otherwise fully authorized to grant the rights below, that the Submission does not constitute confidential information, and that the Submission is not illegal, harassing, hateful, harmful, defamatory, obscene, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading. To the extent permitted by applicable law, you waive any and all moral rights in your Submissions. You grant TrialMatrix a non-exclusive, royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable license to use, copy, reproduce, distribute, display, perform, and create derivative works of the Submission for any lawful purpose, without acknowledgment or compensation to you.

4.6 Feedback. You hereby grant to TrialMatrix, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable, perpetual, and irrevocable license in and to all suggestions, comments, ideas, bug reports, and other forms of feedback regarding the Services (“Feedback”), including Feedback regarding features, usability, and use, to reproduce, perform, display, create derivative works of, and distribute such Feedback and derivative works in the Services or any other products or services. Feedback is provided “as is” without warranty of any kind, and we are free to use Feedback without any restriction, attribution, or compensation to you.

4.7 Service Data and Improvement. Except as otherwise provided in a signed MSA, you agree that we may collect, generate, and use technical data, usage data, logs, and other information relating to the operation and use of the Services, and may create de-identified and aggregated data that does not identify you, your organization, or any individual, in order to operate, maintain, secure, analyze, benchmark, and improve the Services and to develop new products and services. TrialMatrix owns all such de-identified and aggregated data.

4.8 Copyright Infringement (DMCA). If you believe that content available on the Services infringes a copyright you own or control, you may notify us in accordance with the U.S. Digital Millennium Copyright Act at legal@trialmatrix.ai. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users deemed to be repeat infringers. We may also, in our sole discretion, limit access to the Services or terminate the account of any user who infringes the intellectual property rights of others, whether or not there is repeat infringement.

4.9 Material Breach. Any breach of this Section 4 constitutes a material breach of these ToS, and your right to use the Services will terminate immediately.

5. Account Security

5.1 Credentials. To access certain portions of the Services, you may be required to provide a user name and password and complete accurate registration information. You are responsible for maintaining the confidentiality of your credentials, for keeping your information current and accurate, and for all activities that occur under your password or account, whether by you or by others.

5.2 No Sharing. You may not use a third party’s account, user name, or password at any time, and you will not allow anyone other than authorized registered users to access or use the Services from your account.

5.3 Notification and Liability. You agree to notify us immediately of any unauthorized use of your account, user name, or password, or of any suspected violation of these ToS by a registered user, and to cooperate with us to address the suspected violation. TrialMatrix shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by TrialMatrix, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password. If you permit or authorize another person to use your account in any way, you are responsible for that person’s actions.

5.4 Username. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that it is inappropriate, obscene, or otherwise objectionable.

6. Privacy and Data Protection

6.1 Privacy Policy. TrialMatrix’s Privacy Policy, available at https://www.trialmatrix.ai/privacy-policy, describes how we collect, use, and protect Personal Data and is incorporated into these ToS by reference. By using the Site or Services, you agree to the Privacy Policy and consent to all actions taken by us with respect to your information in compliance with it.

6.2 Data Security. We take commercially reasonable steps to secure data you submit through the Site, but you acknowledge that no system is completely secure. You are responsible for ensuring you maintain your own data backups and for maintaining a means external to the Services for reconstruction of any lost data.

6.3 Data Loss. Although we perform routine backups, you are solely responsible for all data you transmit or that relates to any activity you undertake using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you waive any right of action against us arising from any such loss or corruption, except as expressly provided in a signed MSA.

6.4 International Transfer. The Services are hosted in the United States. If you access the Services from another region with laws governing personal data collection, use, or disclosure that differ from those of the United States, then by continuing to use the Services you are transferring your data to the United States and expressly consent to have your data transferred to and processed there.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Site or Services, whether disclosed orally, visually, in writing, or by access to the Services, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. TrialMatrix’s Confidential Information includes, without limitation: the non-public features, architecture, models, prompts, algorithms, ontologies, and source code of the Services; pricing, quotations, and discount structures not publicly posted; product roadmaps and unreleased functionality; the results of any performance, capability, accuracy, or security evaluation of the Services; and any information relating to trial, evaluation, or beta access under §3.3.

7.2 Obligations. The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely as necessary to exercise its rights and perform its obligations under these ToS; (b) protect it using at least the degree of care it applies to its own confidential information of like importance, and in no event less than reasonable care; and (c) not disclose it to any third party except to its employees, affiliates, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations no less protective than this Section. The Receiving Party remains responsible for any breach by such persons.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these ToS; (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by contemporaneous records.

7.4 Relationship to Other Provisions. This Section does not apply to, and does not create any confidentiality obligation with respect to: (a) Submissions, which you warrant under §4.5 do not constitute confidential information; (b) Feedback, which is licensed to us under §4.6 without restriction; or (c) de-identified and aggregated data created under §4.7. Confidentiality and security obligations with respect to Input and Customer Data are governed exclusively by the applicable MSA and data processing agreement and not by this Section.

7.5 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that it (where legally permitted) gives the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order, discloses only the portion legally required, and uses reasonable efforts to obtain confidential treatment.

7.6 No Publication of Evaluation Results. You shall not publish, disclose, or otherwise make available to any third party the results of any benchmark test, accuracy assessment, capability evaluation, or security or penetration test of the Services without our prior written consent.

7.7 No License. Nothing in this Section grants the Receiving Party any right, title, interest, or license in the Disclosing Party’s Confidential Information or intellectual property. All rights not expressly granted are reserved.

7.8 Return or Destruction. Upon the Disclosing Party’s written request or upon termination, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and, if requested, certify that it has done so, except for copies retained in routine backups or as required by law, which remain subject to this Section for so long as they are retained.

7.9 Term. The obligations in this Section continue for the duration of your use of the Services and for three (3) years thereafter, except that Confidential Information constituting a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.

7.10 MSA Precedence. Where an MSA or a separate non-disclosure agreement is in effect between the parties, its confidentiality provisions control over this Section to the extent of any conflict.

8. Disclaimers

THIS SECTION IS AN ESSENTIAL PART OF THESE TOS.

THE SITE, THE SERVICES, THEIR CONTENT, ALL OUTPUT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, TRIALMATRIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NEITHER TRIALMATRIX NOR ANY PERSON ASSOCIATED WITH TRIALMATRIX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, LEGALITY, REGULATORY COMPLIANCE, OR AVAILABILITY OF THE SERVICES OR ANY OUTPUT, OR THAT THE SERVICES, THEIR CONTENT, OR ANY OUTPUT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY OUTPUT WILL MEET YOUR NEEDS OR EXPECTATIONS.

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOAD FROM THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT. TO THE FULLEST EXTENT PROVIDED BY LAW, TRIALMATRIX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE OR DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ON ANY LINKED SITE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEBSITE, AND WE WILL NOT BE A PARTY TO OR RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TRIALMATRIX, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICES, ANY OUTPUT, ANY SITES LINKED TO THEM, OR ANY CONTENT ON THE SERVICES OR SUCH OTHER SITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL TRIALMATRIX’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO TRIALMATRIX FOR SERVICES RENDERED IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100) IF NO SUCH PAYMENTS HAVE BEEN MADE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND TRIALMATRIX WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THEM. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Changes to the Site or Services; Modifications and Interruptions

10.1 Changes. We reserve the right to change, modify, suspend, discontinue, or remove any part of the Site or Services, or any content on them, at any time and for any reason in our sole discretion, without notice. 

10.2 Interruptions. We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. You agree that TrialMatrix has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance. Nothing in these ToS obligates us to maintain or support the Services or to supply any corrections, updates, or releases, except as expressly provided in a signed MSA.

10.3 No Liability for Price Changes. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

11. Fees and Payment

11.1 Self-Serve Purchases. If you make purchases in connection with the Services, you will be asked to provide customary billing information such as name, billing address, and financial instrument information. You must provide accurate, current, and complete information. We may use a third-party payment processor, which is subject to different terms and privacy practices that you should review independently; we are not responsible or liable for the services of such processors. You authorize us to store your payment method information.

11.2 Future Fees. We reserve the right in the future to require payment of fees for certain or all aspects of the Services, to change prices, or to institute new charges, upon notice to you, which may be sent by email or posted on the Services. Your continued use of the Services following such notification constitutes your acceptance of any new or increased charges.

11.3 Taxes. All fees are exclusive of taxes, and you are responsible for all sales, use, VAT, withholding, and similar taxes, other than taxes based on our net income.

11.4 MSA Control. Where an MSA is in effect, the payment, renewal, and cancellation terms of the MSA control over this Section 11.

12. Indemnification

You agree to defend, indemnify, and hold harmless TrialMatrix, its affiliates, licensors, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Site or Services; (b) your violation of these ToS; (c) any breach of your representations and warranties in these ToS; (d) your Input, Submissions, or Feedback; (e) your reliance on, or any act or omission taken on the basis of, any Output; (f) your violation of the rights of any third party, including intellectual property, privacy, or publicity rights; or (g) any use of the Services’ content, services, and products other than as expressly authorized in these ToS.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

13. Termination

13.1 By TrialMatrix. We may immediately, without notice and without liability, suspend or terminate your access to the Site or Services, and these ToS, if: (a) we reasonably believe you have violated these ToS or engaged in unlawful or improper use of the Site or Services; (b) you have provided inaccurate, fraudulent, outdated, or incomplete information; (c) you have violated applicable laws, regulations, or third-party rights; (d) we believe in good faith that such action is reasonably necessary to protect TrialMatrix, other users, or third parties, or to prevent fraud or other illegal activity; or (e) it is necessary to comply with applicable law or the order or request of a court, law enforcement, or other governmental body. In the case of non-material breaches and where appropriate, we may give you notice and an opportunity to resolve the issue to our reasonable satisfaction. 

13.2 By You. You may stop using the Site or Services at any time. If you have a paid subscription not covered by an MSA, your right to terminate is governed by the payment and cancellation policies described at the point of purchase.

13.3 Effect of Termination. Upon termination, all rights granted to you under these ToS immediately cease, and we may deactivate or delete your account and related information. We may also pursue any other remedy available at law or in equity, including injunctive relief.

13.4 Survival. Sections 2.2–2.5, 4, 5.3, 6.3, 7, 8, 9, 12, 13.3, 13.4, 14, 15, and 16 survive any termination or expiration of these ToS.

14. Dispute Resolution and Governing Law

14.1 Governing Law. These ToS, and any dispute or claim arising out of or relating to them or to the Services (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is excluded.

14.2 Informal Negotiations. To expedite resolution and control cost, the parties agree first to attempt to negotiate any dispute informally for at least thirty (30) days before initiating arbitration or litigation. Informal negotiations commence upon written notice from one party to the other.

14.3 Arbitration at TrialMatrix’s Election. At TrialMatrix’s sole discretion, we may require you to submit any dispute arising from or relating to these ToS or the Services — including disputes concerning their interpretation, violation, invalidity, non-performance, or termination — to final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, applying the law specified in §14.1. The parties agree that the arbitrator shall have exclusive authority to resolve any threshold questions concerning arbitrability of the dispute. The arbitration shall be conducted before a single arbitrator, in the English language, with the seat of arbitration in San Francisco, California. The arbitration may be conducted in person, by written submissions, by telephone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on an award.

14.4 Jurisdiction. Any legal suit, action, or proceeding not subject to arbitration shall be instituted exclusively in the federal or state courts located in San Francisco, California, although we retain the right to bring any suit, action, or proceeding against you for breach of these ToS in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, including any defense of forum non conveniens.

14.5 Exceptions. The following are not subject to §§14.2–14.3: (a) any dispute seeking to enforce or protect, or concerning the validity of, either party’s intellectual property rights; (b) any dispute arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for interim or injunctive relief, which either party may seek from a court of competent jurisdiction to protect its rights or confidential information.

14.6 No Class Actions or Representative Proceedings. You and TrialMatrix each waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all disputes. Unless both parties otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not preside over any form of class or representative proceeding. To the fullest extent permitted by law, no arbitration shall be joined with any other proceeding.

14.7 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE ToS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.8 Release re Third Parties. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANY THIRD PARTY, YOU HEREBY RELEASE TRIALMATRIX FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

14.9 Severability of this Section. If any portion of this Section 14 is found illegal or unenforceable, no right to elect arbitration under §14.3 shall arise with respect to any dispute falling within that portion, and such dispute shall be decided by a court of competent jurisdiction within the courts identified in §14.4. The remainder of this Section 14 shall continue in full force and effect with respect to all other disputes.

15. Prohibited Activities and Enforcement

You agree that you will not, and will not permit or encourage any third party to:

1. Copying or Framing. Use, display, mirror, or frame the Site or Services (or any part of them) without TrialMatrix’s prior written permission, including our name, trademarks, logos, proprietary information, and any layout or design elements.
2. Unauthorized Access. Access, tamper with, or use any non-public areas of the Site or TrialMatrix’s computer systems (including networks and delivery mechanisms) without explicit authorization.
3. Security Testing. Probe, scan, or test the vulnerability of the Site or Services, or breach any security measure, authentication protocol, or protective feature deployed by TrialMatrix or its service providers.
4. Circumventing Protections. Bypass, remove, deactivate, or impair any security or technological measure implemented by TrialMatrix, its providers, or third parties to protect the Site, the Services, or their users, including measures that restrict use or copying of content or enforce usage limits.
5. Automated Access. Access or search the Site or Services, or download content, using automated methods such as spiders, robots, scrapers, offline readers, or data-mining tools (other than publicly available web browsers or search engines) unless expressly permitted in writing by TrialMatrix.
6. Systematic Retrieval. Systematically retrieve data or content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory, without our written permission.
7. Model Training and Benchmarking. Use the Services or any Output to train, fine-tune, evaluate, benchmark, or otherwise develop any machine learning model, foundation model, or competing product or service, or to reverse engineer any model, prompt, weights, or algorithm underlying the Services.
8. Competitive Use. Use the Services or any content as part of any effort to compete with TrialMatrix, or for any revenue-generating endeavor or commercial enterprise, except as expressly permitted under these ToS or an MSA.
9. Commercial Exploitation. Use the Site or Services for commercial gain or the benefit of any third party beyond what is expressly permitted under these ToS.
10. Spamming or Solicitation. Send unsolicited or unauthorized advertising, promotional material, email, spam, chain letters, or other solicitation through the Site or to its users, or collect usernames or email addresses for such purposes.
11. Inappropriate Use of Trademarks. Use any meta tags, hidden text, or metadata referencing TrialMatrix’s trademarks, logos, or product names without express written approval.
12. False or Misleading Information. Forge headers, manipulate identifiers, or otherwise use the Services to transmit deceptive or false information regarding the origin of emails or postings.
13. Reverse Engineering. Decompile, decipher, disassemble, or reverse engineer any software or source code used in providing the Site or Services, or copy or adapt the Services’ software, except to the extent such restriction is prohibited by applicable law.
14. Interference. Interfere with or disrupt the Site’s or Services’ functionality, servers, networks, or users — for example, by transmitting viruses, Trojan horses, worms, or logic bombs, or by overloading, flooding, mail-bombing, or launching denial-of-service or distributed denial-of-service attacks — or create an undue burden on the Services or connected infrastructure.
15. Passive Collection Mechanisms. Upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including clear GIFs, 1×1 pixels, web bugs, or similar devices.
16. Data Harvesting. Collect or store personal data from other users of the Site without their express consent, or otherwise violate applicable privacy or data protection laws.
17. Impersonation. Impersonate any person or entity, use another user’s username, or falsely claim or misrepresent an affiliation with any person or entity.
18. Harm to Minors. Use the Services to exploit or harm, or attempt to exploit or harm, minors in any way.
19. Harassment. Use any information obtained from the Services to harass, abuse, or harm another person, or harass, annoy, intimidate, or threaten any TrialMatrix employee or agent, or make improper use of our support services or submit false reports of abuse or misconduct.
20. Disparagement. Disparage, tarnish, or otherwise harm, in our reasonable opinion, TrialMatrix or the Services.
21. Removal of Notices. Delete or alter any copyright, trademark, or other proprietary rights notice from any content.
22. Unlawful Conduct. Violate any applicable law, regulation, or code of practice while using the Site or Services.
23. Encouraging Prohibited Activities. Promote, encourage, or enable any other individual to perform any of the above activities.

Enforcement and Services Management. TrialMatrix has no general obligation to monitor access to or use of the Site or Services. However, we reserve the right (but not the obligation) to: (a) monitor the Services for violations of these ToS; (b) take appropriate legal action against anyone who, in our sole discretion, violates the law or these ToS, including reporting such user to law enforcement authorities and cooperating with relevant agencies; (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of your content or Input; (d) remove or disable any files or content that are excessive in size or otherwise burdensome to our systems; and (e) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate proper functioning. We may take any lawful action deemed necessary to address or prevent prohibited activities, including removing or refusing content, suspending or terminating accounts, or seeking legal remedies.

16. General Provisions

16.1 Entire Agreement. These ToS, together with any referenced policies (including the Privacy Policy) and any policies or operating rules we post on the Services, constitute the sole and entire agreement between you and TrialMatrix regarding the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, unless superseded by a separate MSA.

16.2 Changes to These ToS. We may revise and update these ToS from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Services thereafter. However, changes to the dispute resolution provisions in Section 14 will not apply to any dispute for which the parties have actual notice before the date the change is posted. Your continued use of the Services following posting means you accept and agree to the changes. You are expected to check this page from time to time.

16.3 Severability. If any provision of these ToS is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.4 Waiver. No waiver of any term of these ToS shall be deemed a further or continuing waiver of such term or any other term, and TrialMatrix’s failure to assert any right shall not constitute a waiver of that right.

16.5 Assignment. You may not assign or transfer these ToS, by operation of law or otherwise, without our prior written consent, and any attempted assignment in violation of this Section is void. TrialMatrix may assign or transfer these ToS, in whole or in part, without restriction.

16.6 Force Majeure. TrialMatrix shall not be liable for any failure or delay in performing its obligations where such failure results from any cause beyond our reasonable control, including mechanical, electronic, or communications failure or degradation, utility or internet service failures, acts of God, epidemic, war, terrorism, labor disputes, or governmental action.

16.7 No Agency. No joint venture, partnership, employment, or agency relationship is created between you and TrialMatrix as a result of these ToS or your use of the Services.

16.8 No Third-Party Beneficiaries. These ToS confer no rights or remedies on any person other than you and TrialMatrix and their permitted successors and assigns.

16.9 Construction. You agree that these ToS will not be construed against TrialMatrix by virtue of having drafted them.

16.10 Electronic Communications, Transactions, and Signatures. Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You waive any rights or requirements under any laws in any jurisdiction that require an original signature, delivery or retention of non-electronic records, or payments or the granting of credits by other than electronic means. You further waive any defenses based on the electronic form of these ToS and the lack of signing by the parties.

16.11 Notices. Any notices must be sent in writing (including by email) to the contact information provided on our Site.

16.12 California Users and Residents. If any complaint with us is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

17. Third-Party Links and Resources

The Site and Services may include links to external websites or resources, including links contained in advertisements and sponsored links. These links are provided solely as a convenience. TrialMatrix does not endorse or control these third-party sites, nor are we liable for their content, products, or services, or for any loss or damage arising from your use of them. Your interaction with third-party resources is at your own discretion and risk and subject to the terms and conditions of those websites.

18. Contact Us

If you have questions about these ToS, please contact us at:

TrialMatrix, Inc.

505 Montgomery St.

San Francisco, CA 94111

United States

Email: legal@trialmatrix.ai

By using the Site or Services, you confirm that you have read, understood, and agreed to these ToS. If you do not agree, discontinue use of the Site and Services immediately.