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Terms of Use

Effective Date: June 5, 2025

Welcome to Matter Formula ("Matter," the "Company," "we," "us," or "our"). These Terms of Use ("Terms") govern your access to and use of our services, including:

  • Our websites (collectively, the "Site"), mobile applications (collectively, the "Application"), and kiosks or tablets at Matter restaurants (together with the Site and the Application, the "Services")
  • Personalized nutrition coaching and tracking tools
  • Meal ordering and delivery services
  • Customer support and other interactions

PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. BY CONTINUING TO ACCESS, LINK TO, OR USE THIS SITE, OR ANY OF THE SERVICES, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND THE PRIVACY POLICY, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 13 BELOW. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES.

By accessing or using any Services, clicking on a button or taking any other action to signify your acceptance of these Terms, or completing our account registration process, you: (1) agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time through the Site and Application (2) represent that you have the authority to agree to these Terms personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to these Terms. References to "you," "User" and "Users" in this Agreement refer to all individuals and other persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that register accounts or otherwise access or use the Services through their respective employees, agents or representatives. ** Except as otherwise provided herein, if you do not agree to be bound by these Terms, you may not access or use the Services. **

Subject to Section 16 of these Terms, we reserve the right to modify these Terms or our policies relating to the Services at any time, effective upon posting of an updated version of these Terms. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.

1. Eligibility

You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to use our Services. By using the Services, you represent and warrant that you meet this requirement.

2. Account Registration and Security

To access certain features of our Services, you may be required to register for an account. When registering, you agree to:

  • Provide only accurate, current, and complete information
  • Maintain and promptly update your information
  • Maintain the security of your password and accept all risks of unauthorized access to your account
  • Notify us immediately of any unauthorized use of your account
  • Our use of such registration data in accordance with our Privacy Policy.

You are responsible for all activities that occur under your account. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify us immediately of any unauthorized use of your password or any other breach of the security of your Account. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. We reserve the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Matter. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE

3. Orders, Subscriptions and Billing

Prices are subject to change without notice. Although we strive to accept all valid orders, we reserve the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the food, beverage, gift card, or merchandise ordered (collectively "Product") or receive insufficient or erroneous billing, payment, and/or delivery information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the ordered Product is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. If any Product is discontinued or otherwise becomes unavailable, we reserve the right to cancel your order and provide you a refund for the amount paid for the Product. Each Product is for personal use only and may not be resold or offered for resale for any commercial purpose. Any unauthorized resale of a Product is strictly prohibited.

Some features of our Services may require a paid subscription. Subscription terms, including billing and cancellation policies, will be presented to you at the time of purchase. By subscribing, you agree to the applicable terms and authorize us to charge your payment method accordingly. Subscriptions renew on a periodic basis, as determined by us, unless you indicate and request non-renewal through the Site, App, or e-mail.

You agree to pay for all orders made from your Account in accordance with the prices and billing terms in effect at the time an order is made from your Account, regardless of whether you actually receive the Product. You also agree to pay all applicable taxes. To make an order from an Account through the Services, you must provide valid payment information (e.g. credit card or debit card) through the Site or App. Except as approved by us in our sole discretion, all fees paid are non-refundable.

4. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You shall not:

  • Use the Services for any commercial purpose without our express written consent
  • Copy, modify, or distribute any part of the Services without our prior written authorization
  • Attempt to interfere with the proper functioning of the Services
  • Use any automated means to access the Services

5. Intellectual Property

All content and materials available on the Services, including but not limited to text, graphics, logos, and software, are the property of the Company or its licensors and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Services for personal, non-commercial use.

6. User Content

You may have the opportunity to submit feedback, comments, or other content ("User Content"). You acknowledge that each User is entirely responsible for all content that that User makes available through the Services ("User Content").

You represent and warrant that all User Content posted by you:

  1. shall be your own original work and shall not infringe, violate, or misappropriate any rights of any third party, and you warrant that the we shall not need to obtain any licenses from or make any payment to any third party relating to the User Content;
  2. shall not contain anyone else's work or owned by or subject to the rights of any third party;
  3. shall be complete and accurate, and not deceptive, false, misleading, or fraudulent;
  4. shall not be illegal, unlawful, obscene, vulgar, profane, abusive, threating, defamatory, invasive of privacy or publicity rights, or otherwise objectionable; and
  5. shall not promote or encourage any harassment, harm, hatred, discrimination, violence, illegal or harmful substances or activities, or any unlawful or illegal conduct.

We have no obligation to pre-screen any content. However, we reserve the right in our sole discretion to pre-screen, refuse, or remove any content. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display such content in connection with the Services. You represent that you have the necessary rights to grant this license.

7. Health and Nutrition Information

Our Services may provide information related to nutrition and wellness. This information is for general informational purposes only and is not intended as medical advice. Always consult with a qualified healthcare provider before making any changes to your diet or exercise regimen.

8. Third-Party Services

Our Services may contain links to third-party websites or services. We will not warn you that you have left the Services. We provide these links only as a convenience and are not responsible for the content, policies, or practices of any third-party services. Accessing third-party services is at your own risk.

9. Termination

We reserve the right to suspend or terminate your access to the Services at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to other users of the Services, us, or third parties, or for any other reason.

10. Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT MATTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT WE ARE LIABLE TO YOU EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO MATTER BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Matter and you.

12. Indemnification

You agree to indemnify and hold harmless the Company and its affiliates, officers, agents, and employees from any claim or demand, including reasonable attorneys' fees, arising out of your use of the Services, your violation of these Terms, or your violation of any laws or rights of another. Matter reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Matter in asserting any available defenses. You agree that the provisions in this Section will survive any termination of these Terms or your access to Services.

13. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

Informal Dispute Resolution Procedure

If a Dispute (as that term is defined below) arises between you and Matter, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: legal@matterformula.com . The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Matter. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Matter agree to the further Dispute resolution provisions below.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

Mutual Arbitration Agreement

If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation ("NAM") rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@matterformula.com . If you are a Matter registered user, any demand initiating arbitration, whether filed by you or Matter, must include the email address you used to register with Matter.

You agree that by using this site in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Matter and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the "Matter Entities") arising out of, relating to, or connected in any way with Matter's website or app or these Terms, including the determination of the scope, enforceability, or applicability of this Arbitration Agreement (as defined below), including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) ("Dispute") will be resolved exclusively by final and binding arbitration in accordance with this Section 13 ("Arbitration Agreement"). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16.

Notwithstanding the parties' decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court's jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party's right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

Class Arbitration and Collective Relief Waiver

YOU AND MATTER ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY'S CLAIM, UNLESS MATTER PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this subpart and the subpart below regarding batch arbitration, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this subpart or the subpart below regarding batch arbitration is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Matter shall be entitled to arbitrate their dispute.

Arbitration Rules

The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation's Commercial Dept at commercial@namadr.com.

Arbitration Location and Procedure

For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York County, New York (unless otherwise agreed by the parties). The arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Matter submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Matter (and each of the parties' authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Matter ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Matter and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved.

30-Day Right to Opt Out

You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal@matterformula.com with the subject line, "ARBITRATION OPT-OUT". The notice must be sent within thirty (30) days of your first use of the Service. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Matter also will not be bound by it.

14. Class Action Waiver

You may only resolve Disputes with Matter on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Except as described in Section 13, class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed.

15. Governing Law and Venue

These Terms shall be governed by the laws of the State of New York, without regard to its conflict of law principles, and consistent with the Federal Arbitration Act.

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Matter agree that all claims and disputes arising out of or relating to these Terms or the Services will be litigated exclusively in the state courts located in New York County, New York or federal courts located in the Southern District of New York.

16. Changes to Terms

We may update these Terms from time to time. We will notify you of any changes by posting the new Terms on this page and updating the effective date. Your continued use of the Services after any changes constitutes your acceptance of the new Terms.

17. Contact Us

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

Email: legal@matterformula.com