BlockMatrix End User License Agreement (EULA)
Last Updated: September 8th 2025
1. Introduction and Acceptance
1.1 Parties.
This End User License Agreement ("Agreement" or "EULA") is a legal contract between BlockMatrix LLC, d/b/a BlockMatrix.AI, d/b/a BlockMatrix.Cloud ("BlockMatrix," "we," "us," or "our"), and you, the end user ("you" or "User"). It governs your access to and use of BlockMatrix's paid software-as-a-service offerings, including without limitation MicroMatrix.Cloud, FirstConnect.AI, AILedger.Cloud, TurnkeyERP.com, and AICX.Cloud, related websites, applications, dashboards, analytics, and any APIs (including webhooks and REST) or integrations we provide (collectively, the "Service" or "Services"). By accessing or using the Service, you agree to be bound by this EULA. If you do not agree, do not use the Service.
1.2 Entity Use.
If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity; "you" also means that entity. You are responsible for your users' compliance with this EULA.
1.3 Other Terms.
Our Privacy Policy and any applicable Order Form, Data Processing Addendum, Business Associate Agreement (if executed), SLA, or service-specific terms are incorporated by reference. A signed agreement with BlockMatrix controls over conflicting terms in this EULA.
2. License Grant and Scope of Use
2.1 License.
Subject to this EULA and timely payment of all fees, BlockMatrix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your paid subscription term solely for your internal business purposes.
2.2 Subscription Scope.
Features, usage limits (e.g., minutes, tokens, contacts, seats, or API calls), and support levels depend on your paid plan as stated on your Order Form or account. We may update the Service from time to time (including adding, modifying, or retiring features); material reductions will be handled consistent with Section 7.4.
2.3 Software Components.
Any downloadable components (if provided) are licensed in object code form only and solely to support your permitted use of the Service.
3. Acceptable Use and Restrictions
3.1 Prohibited Uses.
You will not, and will not permit others to: (a) sell, rent, lease, sublicense, distribute, or provide the Service to third parties (except to your authorized users); (b) reverse engineer, decompile, or attempt to derive source code or underlying ideas; (c) circumvent usage limits or security controls; (d) use the Service to violate law (including TCPA, CAN-SPAM, telemarketing, robocall/SMS, data-privacy, or export-control laws), infringe rights, or transmit harmful/illegal content; (e) use automated means to overload or disrupt the Service; (f) remove proprietary notices; or (g) use the Service to build or enhance a competing product or for benchmarking in a way detrimental to BlockMatrix.
3.2 Your Responsibilities.
You are responsible for all activity under your accounts and for the legality, quality, and accuracy of all Customer Data and communications sent via the Service. You must obtain all consents required to contact recipients and to allow integrations to access third-party accounts you connect.
3.3 Enforcement.
We may monitor use and may suspend or terminate access immediately for violations, security risks, or legal requirements.
4. Integrations and Third-Party Services
4.1 Integrations.
The Service may integrate with third-party tools (e.g., calendars, CRMs, messaging/SMS, telephony providers, payments). By enabling an integration, you authorize us to exchange data with that service as necessary.
4.2 No Endorsement.
Third-party services are independent of BlockMatrix. We do not warrant or support them and may modify or discontinue integrations without liability.
4.3 Data Flow.
Data sent to a third party via an integration is governed by that provider's terms and privacy policy. Use only services you trust.
5. Data; Outputs; Analytics; Feedback
5.1 Ownership of Customer Data.
As between the parties, you own your Customer Data. You grant BlockMatrix a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data to provide, secure, support, and improve the Service (including underlying algorithms/models), and to perform analytics as in 5.3.
5.2 AI-Generated Output.
Unless otherwise agreed, you own your AI-generated outputs. You are solely responsible for reviewing outputs for accuracy, lawfulness, and appropriateness before use. We retain all rights in the Service, models, prompts, templates, and tooling that generate such outputs.
5.3 Usage Data and Aggregated Insights.
We may collect and use Service usage data and de-identified/aggregated information to operate, analyze, improve, and develop products and for industry insights, provided it does not identify you or individuals.
5.4 Feedback.
You grant BlockMatrix a perpetual, irrevocable, royalty-free license to use Feedback for any purpose.
6. Privacy, Security, and Confidentiality
6.1 Privacy.
We process personal data as described in our Privacy Policy. We maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service.
6.2 Confidentiality.
Each party will protect the other's Confidential Information using at least reasonable care, use it only for this EULA, and not disclose it except to need-to-know personnel under similar obligations, or as required by law (with notice where legally permitted).
6.3 HIPAA and Sensitive Data.
Unless a Business Associate Agreement (BAA) is executed with BlockMatrix, you will not submit PHI or other regulated sensitive data the Service is not designed to handle. With a BAA in place, you may use supported capabilities for PHI in accordance with the BAA.
6.4 Security Incidents.
If we confirm a breach of security leading to unauthorized acquisition of your personal data or Customer Data from our systems, we will notify you as required by law.
7. Service Availability, Support, and Changes
7.1 Availability.
We aim for high availability but do not guarantee uninterrupted or error-free operation. Maintenance or third-party/network issues may cause downtime.
7.2 No Performance Guarantee.
AI/analytics features are intended to assist; results vary and are not guaranteed.
7.3 Support.
Support entitlements (e.g., channels, hours, response targets) are as stated for your paid plan or Order Form. For critical issues, we will use commercially reasonable efforts to restore service.
7.4 Changes.
We may enhance or modify features. If we materially reduce core functionality of your plan in a way that significantly degrades the Service for you, you may notify us; if we cannot reasonably remedy, you may terminate per Section 13 and we will provide a good-faith pro-rata refund for the unused prepaid term.
8. Intellectual Property
8.1 BlockMatrix IP.
BlockMatrix and its licensors retain all rights in and to the Service (including software, models, designs, UX, documentation, and improvements). No rights are granted except as expressly stated.
8.2 Open Source/Third-Party Components.
Included components may be licensed under their own terms; those terms govern where required.
8.3 BlockMatrix-Provided Content.
Any content we provide (e.g., sample scripts, playbooks, prompts) is for use within the Service and remains our property.
8.4 Publicity.
With your consent (which you may revoke), we may identify your organization and display its logo to denote you as a customer.
9. Fees and Payment (Paid Subscriptions)
9.1 Fees.
You will pay all fees and applicable overages per your plan and billing cycle. We may charge your payment method automatically for recurring fees.
9.2 Taxes.
Fees are exclusive of taxes; you are responsible for applicable taxes (excluding our income taxes).
9.3 Auto-Renewal.
Subscriptions renew for successive terms unless canceled before the renewal date.
9.4 Late Payment.
We may suspend or terminate for non-payment after notice; late amounts may accrue interest at 1.5% per month (or the legal maximum).
9.5 Fee Changes.
We may change fees effective upon the next renewal with at least 30 days' prior notice; you may cancel before the change takes effect.
9.6 No Refunds.
Except where required by law or expressly stated in an Order Form/SLA, all payments are non-refundable.
10. Warranties and Disclaimers
10.1 AS IS / AS AVAILABLE.
The Service is provided "as is" and "as available." We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and accuracy or reliability of outputs.
10.2 Communications Responsibility.
You are solely responsible for the content and lawfulness of communications initiated through the Service (e.g., calls, SMS, emails) and for obtaining required consents.
10.3 Third-Party Services.
We are not responsible for acts or omissions of third-party providers or for the continued availability or compatibility of integrations.
10.4 Beta/Early Access.
Any beta/preview features are experimental, provided without warranties, and may be changed or discontinued at any time.
11. Limitation of Liability
11.1 No Indirect Damages.
To the maximum extent permitted by law, BlockMatrix will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, savings, goodwill, or data, even if advised of the possibility.
11.2 Liability Cap.
BlockMatrix's total aggregate liability arising out of or related to the Service or this EULA will not exceed the total fees paid by you to BlockMatrix for the Service in the twelve (12) months immediately preceding the event giving rise to liability.
11.3 Exclusions.
The above limitations do not limit liability that cannot legally be limited, or your payment obligations.
11.4 Risk Allocation.
These limitations reflect the agreed allocation of risk and are fundamental to our pricing and agreement.
12. Indemnification
12.1 Your Indemnity.
You will defend, indemnify, and hold harmless BlockMatrix and its affiliates and personnel from third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) your breach of this EULA; (b) your misuse of the Service; (c) Customer Data or your communications (including alleged IP/privacy violations or unlawful outreach); or (d) your violation of law.
12.2 Procedure.
We will promptly notify you and cooperate at your expense; you will not settle without our written consent if it imposes obligations on or admits liability for BlockMatrix. We may participate with our own counsel at our expense.
12.3 IP Indemnity by BlockMatrix.
We will defend you against third-party claims that the Service, as provided and used per this EULA, directly infringes U.S. IP rights, and pay damages finally awarded or settled by us. We may procure rights, modify/replace the Service, or terminate and refund a pro-rata prepaid amount. This does not apply to claims arising from your data, combinations, misuse, or failure to use updates. This Section is your exclusive remedy for IP claims.
13. Term; Termination; Data Return
13.1 Term.
This EULA starts when you first accept it and continues while you maintain a paid subscription, unless terminated under this Section.
13.2 Your Termination.
You may cancel at any time; termination is effective at the end of the current paid term unless otherwise agreed. No refunds except as required by law or expressly stated.
13.3 Our Termination/Suspension.
We may suspend or terminate immediately for material breach, legal requirement, or security risk; or discontinue the Service (with reasonable notice and a good-faith pro-rata refund for any unused prepaid term if we discontinue the Service in its entirety for convenience).
13.4 Effects.
Upon termination, your license ends and you must stop using the Service. Upon request within 30 days after termination and subject to payment of all amounts due, we will make commercially reasonable efforts to provide a limited export of Customer Data then available in the Service. Thereafter, we may delete or anonymize Customer Data per our retention and deletion practices, except as required by law. Sections that by nature should survive (including fees due, IP, confidentiality, warranties/disclaimers, liability limits, indemnities, governing law, and this survival clause) will survive.
14. Changes to this EULA
14.1 Updates.
We may update this EULA from time to time. Material changes will be communicated by reasonable means (e.g., in-product notice or email to your admin).
14.2 Acceptance.
Your continued use after the effective date of changes constitutes acceptance. If you object to a material change that adversely affects you, you may terminate as in Section 13 and, if applicable, request a good-faith pro-rata refund of prepaid fees for the remaining term.
15. Governing Law; Disputes
15.1 Law.
California law governs, without regard to conflict-of-law rules. The U.N. CISG does not apply.
15.2 Venue.
Exclusive jurisdiction and venue lie in state or federal courts located in San Francisco County, California. Each party consents to personal jurisdiction there and waives objections to venue, without limiting either party's right to seek injunctive relief elsewhere for IP/confidentiality breaches.
15.3 Dispute Process; Arbitration Option; Waivers.
The parties will first attempt to resolve disputes informally. If unresolved after 30 days, BlockMatrix may require binding arbitration in San Francisco, California, before a single arbitrator under applicable rules; judgment may be entered on the award. Waiver of Jury Trial. If not arbitrated, both parties waive jury trial. Class Action Waiver. Disputes must be brought individually, not as a class or representative action, to the fullest extent permitted by law.
15.4 Time Limit.
Any claim by you must be filed within one (1) year after it accrues.
16. Miscellaneous
16.1 Entire Agreement; Order of Precedence.
This EULA plus incorporated documents constitutes the entire agreement regarding the Service. A signed agreement or Order Form controls over conflicts; otherwise this EULA controls over incorporated policies.
16.2 Amendments; Waiver.
Except as in Section 14, amendments must be in writing and signed. No waiver is effective unless written; no delay or partial exercise waives rights.
16.3 Severability.
If any provision is unenforceable, the remainder remains in effect and the parties will substitute a valid term approximating the original intent.
16.4 Assignment.
You may not assign this EULA without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. This EULA binds permitted successors and assigns.
16.5 Relationship.
The parties are independent contractors; no agency, partnership, joint venture, or employment relationship is created.
16.6 No Third-Party Beneficiaries.
Except as expressly stated, there are no third-party beneficiaries.
16.7 Force Majeure.
Neither party is liable for delays/failures (other than payment) due to causes beyond reasonable control.
16.8 Notices.
We may provide notices via the Service, email to your admin contact, or mail to your address on file. You may deliver notices to the postal address listed on our website or via the contact channel provided in your Order Form.
16.9 Interpretation.
Headings are for convenience only. "Including" means "including without limitation."
17. Contact Information
If you have any questions about this EULA, please contact us at:
- Email: info@blockmatrix.cloud
- Mailing Address:
BlockMatrix LLC,
548 Market St PMB 650799,
San Francisco, California 94104
We encourage you to review this EULA periodically to stay informed about our practices and your obligations when using the Services.
By using the Service, you acknowledge that you have read, understood, and agree to be bound by this EULA covering BlockMatrix's paid offerings, including MicroMatrix.Cloud, FirstConnect.AI, AILedger.Cloud, TurnkeyERP.com, and AICX.Cloud.