Website Terms and Conditions

Matrex is a token management and investor administration software platform.

Matrex provides technology that may be used by issuers, asset owners, fund managers, administrators, advisers, or other authorised parties to configure, manage, document, administer, and monitor tokenised real-world asset projects, private offerings, investor records, transfer restrictions, compliance workflows, document repositories, identity checks, anti-fraud controls, and related transaction records.

Matrex is infrastructure software. Unless expressly agreed in a separate written contract, Matrex does not itself issue tokens, sell securities, arrange investments, operate an exchange, operate a broker-dealer service, provide custody, provide investment advice, provide legal advice, provide tax advice, act as trustee, act as supervisor, act as fund manager, act as nominated representative, or determine whether any token, security, interest, unit, share, note, or digital asset may lawfully be offered, sold, transferred, redeemed, listed, or traded.

Any token project, investment opportunity, offering document, whitepaper, disclosure document, subscription agreement, private placement memorandum, term sheet, data room, investor communication, or project page made available through Matrex is the responsibility of the relevant issuer or project sponsor, not Matrex, unless Matrex is expressly identified as the issuer in the relevant offer materials.

By accessing or using matrex.io, creating an account, accessing a project page, uploading information, participating in a workflow, or using any Matrex service, you agree to these Terms.

If you use Matrex on behalf of a company, fund, trust, partnership, DAO, issuer, adviser, administrator, or other entity, you confirm that you have authority to bind that entity.

If you do not agree to these Terms, you must not use Matrex.

Matrex is intended for business, institutional, professional, wholesale, accredited, eligible, or otherwise lawfully qualified users, depending on the relevant jurisdiction and project.

You must not use Matrex if you are prohibited from doing so under applicable law, sanctions rules, securities laws, financial markets laws, AML/CFT laws, privacy laws, export controls, or the rules of any project you are attempting to access.

You must not access or use Matrex from any jurisdiction where the relevant use, offer, sale, transfer, holding, or administration of a token or financial product is unlawful.

Matrex may restrict, suspend, or refuse access based on jurisdiction, eligibility, sanctions status, identity verification status, project rules, issuer instructions, compliance concerns, or risk controls.

Nothing on matrex.io is an offer by Matrex to sell securities, financial products, managed investment products, derivatives, debt securities, equity securities, investment contracts, units, interests, crypto-assets, digital assets, tokens, or any other investment product.

Nothing on matrex.io is a solicitation by Matrex to buy, subscribe for, hold, sell, redeem, transfer, or trade any investment product.

Any offer made through or using Matrex is made only by the relevant issuer or offeror and only under the relevant offer documents, eligibility rules, jurisdictional restrictions, transfer restrictions, and applicable law.

Matrex does not endorse, approve, verify, guarantee, or underwrite any issuer, project, asset, token, investment return, preferred return, redemption right, liquidity pathway, listing pathway, custody arrangement, valuation, forecast, distribution, yield, risk factor, tax treatment, or exit strategy.

Matrex does not provide investment, legal, tax, accounting, financial, regulatory, or structuring advice.

Information made available through Matrex is provided for platform administration, document access, workflow, recordkeeping, compliance support, and communication purposes only.

You must obtain your own independent professional advice before issuing, offering, subscribing for, holding, transferring, selling, redeeming, or otherwise dealing with any token or investment product.

You are responsible for assessing all legal, tax, regulatory, accounting, investment, operational, technical, cybersecurity, and commercial risks.

Each issuer or project sponsor using Matrex is responsible for:

Matrex may provide tools to assist with these functions, but use of the platform does not transfer legal responsibility from the issuer or project sponsor to Matrex.

Each investor, prospective investor, token holder, administrator, adviser, or other user is responsible for:

You must not provide false, misleading, incomplete, forged, altered, unauthorised, or deceptive information.

You must promptly update your information if it changes.

Matrex may collect, process, verify, and retain information required for identity verification, investor eligibility, anti-money laundering, counter-terrorist financing, sanctions screening, fraud prevention, cybersecurity, platform integrity, and regulatory compliance.

This information may include name, contact details, date of birth, address, nationality, tax residence, identity documents, beneficial ownership information, source of funds information, investor status information, IP address, device information, operating system, browser information, geolocation signals, login activity, transaction activity, wallet addresses, blockchain transaction identifiers, and related risk indicators.

Matrex may use third-party providers for identity verification, sanctions screening, blockchain analytics, fraud monitoring, payment processing, document execution, secure file transfer, wallet verification, cybersecurity, analytics, hosting, and support.

Matrex may decline, suspend, delay, or block access, onboarding, transactions, transfers, withdrawals, redemptions, or other activity where required or reasonably considered appropriate for compliance, security, fraud prevention, issuer instructions, or risk management.

Matrex may retain compliance, audit, identity, transaction, and anti-fraud records for as long as reasonably required for legal, regulatory, evidential, tax, accounting, cybersecurity, dispute, and legitimate business purposes.

Unless expressly stated in a separate written agreement, Matrex does not provide wallet custody, digital asset custody, broker-dealer custody, exchange custody, trust custody, nominee holding, staking, lending, market making, clearing, settlement, or payment services.

You are responsible for your own wallets, private keys, seed phrases, signing devices, smart contract interactions, blockchain addresses, security practices, and transaction approvals.

Blockchain transactions may be irreversible. Matrex is not responsible for losses caused by incorrect wallet addresses, compromised devices, lost keys, user error, phishing, malware, unauthorised transactions, network failures, smart contract vulnerabilities, chain reorganisations, gas fees, failed transactions, or blockchain protocol changes.

Matrex may display blockchain data or integrate with blockchain services, but Matrex does not guarantee that blockchain data is accurate, complete, current, final, or free from errors.

Tokens administered through Matrex may be subject to transfer restrictions, lock-ups, holding periods, issuer approval, jurisdictional restrictions, investor eligibility checks, securities law restrictions, smart contract restrictions, project rules, tax restrictions, AML/CFT checks, sanctions screening, and platform rules.

Matrex does not guarantee that any token will be transferable, redeemable, listed, exchangeable, tradable, liquid, or capable of being sold.

Any buyer-seller matching, transfer request, bulletin board, approval workflow, or transfer administration tool provided through Matrex is a compliance and administration function only, unless Matrex expressly states otherwise under a separate licensed arrangement.

Matrex does not guarantee that a buyer or seller will be found, that a transfer will be approved, that a price will be achieved, or that any secondary market will exist.

Matrex may allow issuers or project sponsors to upload, organise, publish, permission, and manage documents including offering documents, subscription agreements, constitutional documents, financial information, risk disclosures, asset information, title documents, reports, notices, investor updates, policies, and transaction records.

Matrex does not independently verify all uploaded documents and does not guarantee that project documents are accurate, complete, current, legally sufficient, or suitable for any purpose.

Access to project documents may be restricted, revoked, watermarked, monitored, logged, or subject to confidentiality terms.

Users must not copy, distribute, scrape, download, republish, disclose, or misuse project documents except as authorised.

You must use Matrex lawfully and responsibly.

You must not:

Matrex may monitor activity for security, compliance, operational integrity, fraud prevention, and audit purposes.

Matrex may support secure file transfer, encrypted document exchange, protected investor communications, or integration with secure data transfer tools.

Where Matrex uses or integrates with Texxe or another secure transfer capability, the relevant service terms, security controls, and access rules may also apply.

No system is completely secure. Matrex does not guarantee that unauthorised access, cyber incidents, human error, service interruption, or data loss will never occur.

Fees may be payable by issuers, project sponsors, administrators, or users under a separate order form, subscription plan, project agreement, or platform agreement.

Unless otherwise agreed, fees are non-refundable once services have been provided or platform access has been made available.

Matrex may suspend access for non-payment.

Matrex, matrex.io, the Matrex platform, software, workflows, user interface, designs, code, documentation, templates, databases, know-how, business processes, trade marks, logos, and related materials are owned by or licensed to Matrex.

You receive only a limited, revocable, non-exclusive, non-transferable right to use Matrex for authorised purposes.

You must not copy, modify, reverse engineer, decompile, resell, sublicense, white-label, or exploit Matrex except as expressly permitted in writing.

You retain ownership of content you upload, subject to the licence required for Matrex to host, process, display, transmit, secure, analyse, and administer that content for platform purposes.

Matrex may integrate with third-party services including identity verification providers, payment providers, blockchain networks, wallet tools, analytics providers, cloud hosting providers, secure file transfer services, e-signature providers, email services, customer support tools, and compliance vendors.

Third-party services may be subject to separate terms and privacy policies.

Matrex is not responsible for third-party service failures, outages, data errors, security incidents, pricing, decisions, or acts or omissions.

Matrex may update, modify, suspend, restrict, or discontinue any part of the platform at any time.

Matrex may perform maintenance, upgrades, security work, or emergency changes.

Matrex does not guarantee uninterrupted, error-free, or permanent availability.

Matrex is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Matrex disclaims all warranties, representations, guarantees, and conditions, whether express, implied, statutory, or otherwise, including fitness for purpose, merchantability, non-infringement, accuracy, availability, security, regulatory compliance, investment suitability, profitability, liquidity, or uninterrupted operation.

Matrex does not guarantee any investment outcome, token price, asset value, preferred return, distribution, redemption, liquidity event, listing, buyer demand, tax outcome, regulatory treatment, or project performance.

To the maximum extent permitted by law, Matrex is not liable for indirect, consequential, special, incidental, punitive, exemplary, loss-of-profit, loss-of-revenue, loss-of-data, loss-of-goodwill, loss-of-opportunity, loss-of-investment, loss-of-token-value, loss-of-liquidity, business interruption, or reputational losses.

To the maximum extent permitted by law, Matrex's total aggregate liability arising out of or relating to these Terms or the platform is limited to the fees paid to Matrex by the relevant user for the relevant service in the one month before the event giving rise to liability, or NZD $100 if no fees were paid by that user.

Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud, wilful misconduct, or any mandatory consumer rights that cannot be excluded.

You indemnify Matrex, its directors, officers, employees, contractors, affiliates, service providers, and agents against all claims, losses, liabilities, costs, damages, penalties, expenses, and legal fees arising from:

Matrex may suspend, restrict, or terminate access immediately if Matrex reasonably considers that:

Termination does not affect accrued rights, payment obligations, confidentiality obligations, audit records, compliance records, disclaimers, liability limits, indemnities, or provisions intended to survive.

Users may receive confidential information through Matrex, including project documents, investor information, financial information, technical information, business plans, legal documents, and transaction records.

You must keep confidential information confidential and use it only for authorised purposes.

You must not disclose confidential information except as authorised, required by law, or permitted by the relevant issuer or information owner.

Matrex collects and uses personal information in accordance with its Privacy Policy.

By using Matrex, you acknowledge that Matrex may collect, use, disclose, store, and retain personal information for identity verification, compliance, fraud prevention, cybersecurity, platform administration, transaction records, audit logs, investor administration, and legal obligations.

These Terms are governed by the laws of New Zealand, unless a separate written agreement specifies another governing law.

The courts of New Zealand have non-exclusive jurisdiction, unless a separate written agreement specifies arbitration or another dispute forum.

Matrex may seek urgent injunctive, equitable, or protective relief in any jurisdiction where necessary to protect its platform, users, confidential information, intellectual property, compliance position, or records.

Matrex may update these Terms from time to time.

The updated Terms will apply from the date published on matrex.io or from any later effective date stated in the updated Terms.

Continued use of Matrex after the effective date means you accept the updated Terms.