Risk allocation

This page states which party bears which class of risk when an action is performed through the platform. The Terms of Service govern in case of conflict; this page is the plain-English summary.

Customer bears

The customer bears all risk and consequence flowing from any action it directs Matter to perform. Without limitation, the customer bears:

• Formation risk. Whether Delaware is the correct state of formation, whether a C-Corporation is the correct entity type, whether the customer is permitted to form a U.S. entity, whether the founders have authority to act, whether the proposed corporate name is available or infringes a third-party mark.
• Governance risk. Whether bylaws are appropriate, whether board composition complies with charter and shareholder agreements, whether resolutions are validly adopted, whether quorum is met, whether notice is properly given, whether shareholder consents are valid.
• Dissolution risk. Whether dissolution is the correct remedy, whether all creditors have been notified, whether all tax filings are current, whether final distributions are correctly characterized, whether dissolved-entity liability has been discharged.
• Securities risk. Whether equity issuances qualify for an exemption from federal and state registration, whether Form D and blue-sky filings are made on time, whether grant terms comply with §409A, whether 83(b) elections are filed within the strict 30-day deadline.
• Tax risk. Federal income tax, state income tax, franchise tax (Delaware and any other state), payroll tax, sales tax, international tax, treaty positions, transfer pricing — all of it.
• Contractual risk. Whether contracts the entity enters into are enforceable, whether they conflict with charter or bylaws, whether they require board approval the entity has not obtained.
• Regulatory risk. Whether the entity must register with FinCEN, the SEC, FINRA, the CFTC, the FTC, a state banking regulator, a state insurance regulator, or any other body. Matter does not surface regulatory triggers proactively.

Matter bears

Matter bears software-availability and platform-integrity risk only:

• The API responds within stated availability targets.
• The audit log is tamper-evident and append-only.
• Registered-agent service in Delaware forwards service of process to the customer's designated human contact within statutory time windows.
• Filings the platform commits to submit are submitted, and submission failures are surfaced to the customer.

Matter does not bear, and expressly disclaims, the consequences of any decision the customer makes about whether, when, where, or how to form, operate, or dissolve an entity.

Limitation of liability

Matter's aggregate liability to the customer for any claim arising out of use of the platform is capped at the fees the customer paid to Matter in the trailing twelve months. This cap applies in contract, in tort, in equity, and under any statutory theory, to the maximum extent permitted by law. The full provision is in the Terms of Service.

Indemnification

The customer indemnifies Matter for any claim, loss, or expense arising from an action the customer directed the platform to perform — including agent-led actions performed by a token the customer issued. Matter indemnifies the customer for direct breach of Matter's stated platform-integrity obligations, subject to the limitation of liability above.

Insurance

Matter carries commercial general liability insurance and technology errors-and-omissions insurance with U.S.-licensed carriers. Certificates of insurance are available on written request to Matter Inc.