Terms of Service

Last updated: April 2026

These Terms of Service (« Terms ») govern access to and use of the website and services provided by Matrixcave Digital Group, Inc. (« Matrixcave, » « we, » « us, » or « our »). Matrixcave Digital Group, Inc. is located at 131 Continental Dr, Suite 305, Newark, DE 19713, United States.

These Terms apply to business clients and professional users only. Our services are offered for commercial purposes and are not intended for personal, household, or consumer use.

1. Acceptance of Terms

By accessing our website, requesting a proposal, approving a quote, signing a statement of work, paying an invoice, or otherwise engaging Matrixcave for services, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case, the words « you » and « your » refer to that entity.

If you do not agree to these Terms, do not use our website or services.

2. Agreement Structure and Order of Priority

These Terms form part of the agreement between you and Matrixcave. For specific projects, we may also issue a proposal, quote, statement of work, project brief, service order, invoice, or other written commercial document (each, a « Service Order »).

If there is a conflict between these Terms and a signed Service Order, the signed Service Order will control for that project only, and only to the extent of the conflict. All other provisions of these Terms will remain in effect.

3. Description of Services

Matrixcave is a B2B digital agency providing services that may include:

  • E-commerce store development, including Shopify and WooCommerce builds
  • Website development, including WordPress services
  • AI implementation and workflow automation
  • Performance marketing services, including Meta Ads and Google Ads support
  • Strategy, advisory, consulting, audits, and related digital services

All services are scoped individually. Deliverables, timelines, pricing, revisions, technical requirements, and project assumptions are defined in the applicable Service Order.

Unless expressly stated otherwise in writing, Matrixcave does not provide legal, tax, accounting, investment, or regulatory advice.

4. Eligibility and Business Use

You may use our website and services only for lawful business purposes. You agree not to use our website or services in any way that is fraudulent, abusive, infringing, misleading, unlawful, or harmful to Matrixcave, our contractors, our partners, third-party platforms, or any other person.

You are responsible for ensuring that your use of our services, your business practices, and your content comply with all laws, regulations, platform policies, and industry rules that apply to your business.

5. Client Responsibilities

To allow us to perform effectively, you agree to:

  • Provide accurate, complete, and timely information, instructions, approvals, and access credentials
  • Ensure that you have all necessary rights, licenses, consents, and permissions for any materials, data, branding, media, copy, products, or content you provide to us
  • Review deliverables promptly and provide consolidated feedback within the agreed timeframes
  • Designate an authorized point of contact who can make binding decisions for the project
  • Maintain backup copies of your own data, website content, creative assets, and business records
  • Use final deliverables and campaign materials in compliance with applicable law and platform requirements

You acknowledge that delays in providing content, approvals, access, technical information, payment, or feedback may delay the project and may require timeline, scope, or fee adjustments.

6. Third-Party Platforms and Accounts

Some services depend on third-party platforms, software, hosting providers, payment processors, ad networks, or marketplace tools, including Shopify, WooCommerce, WordPress, Meta, Google, Stripe, and PayPal. Your use of those services is subject to their separate terms, fees, and policies.

Unless expressly agreed in writing, you are responsible for maintaining your own third-party accounts, subscriptions, hosting arrangements, domain registrations, merchant accounts, ad accounts, and platform compliance.

Matrixcave is not responsible for outages, suspensions, policy enforcement actions, rejected ads, merchant holds, account bans, algorithm changes, third-party software defects, or changes made by external platforms that affect performance, delivery, or availability.

7. Fees, Invoicing, and Payment Terms

7.1 Fees

Fees are set out in the applicable Service Order, proposal, or invoice. Unless otherwise stated, all fees are in U.S. dollars and exclude taxes, payment processing fees, media spend, app fees, hosting fees, domain costs, third-party subscriptions, and out-of-pocket expenses.

7.2 Payment Methods

Payments may be processed through Stripe, PayPal, bank transfer, or another approved method. By submitting payment, you authorize the applicable payment processor to process the transaction under its own terms and policies.

7.3 Payment Timing

Unless otherwise agreed in writing:

  • Project work may require an upfront deposit before work begins
  • Milestone-based projects require payment at each agreed stage
  • Retainers and recurring services are billed in advance on a recurring basis
  • Invoices are due on receipt or within the payment period stated on the invoice

7.4 Late Payments

If payment is late, Matrixcave may suspend work, withhold deliverables, disable access, delay launch, or terminate the project until the account is brought current. We may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum amount permitted by law, plus reasonable collection costs.

7.5 Non-Refundable Amounts

Unless otherwise stated in writing, fees paid for strategy, discovery, consulting, setup, deposits, completed work, reserved production time, and third-party costs are non-refundable.

7.6 Taxes and Chargebacks

You are responsible for any sales, use, value-added, withholding, or similar taxes associated with the services, except taxes based on our net income. You agree not to initiate unjustified chargebacks or payment reversals. If a chargeback is filed for a validly owed amount, we may suspend services and pursue recovery of the amount due and related costs.

7.7 Advertising Spend and Third-Party Costs

Advertising budgets, media spend, merchant fees, app subscriptions, software licenses, hosting fees, domain fees, and other third-party charges are your responsibility unless we expressly agree in writing to include them in our fees.

8. Changes to Scope

Any request that materially changes the agreed scope, timeline, deliverables, revision rounds, integrations, supported features, campaign complexity, or technical requirements may require a written change order, revised timeline, and additional fees.

Matrixcave is not obligated to perform out-of-scope work unless both parties agree in writing.

9. Intellectual Property

9.1 Client Materials

You retain ownership of the trademarks, logos, copy, data, images, product information, creative assets, documents, and other materials you provide to Matrixcave (« Client Materials »). You grant Matrixcave a non-exclusive, worldwide, limited license to use, reproduce, modify, store, and display Client Materials solely as necessary to provide the services.

9.2 Matrixcave Materials

Matrixcave retains all rights, title, and interest in and to its pre-existing materials, know-how, methods, templates, code libraries, scripts, frameworks, prompts, systems, automation logic, processes, designs, internal tools, documentation, and all improvements to the foregoing (« Matrixcave Materials »).

9.3 Project Deliverables

Subject to full payment of all amounts due, Matrixcave grants you a non-exclusive, worldwide license to use the final deliverables expressly identified in the applicable Service Order for your internal business operations and commercial use in connection with your business.

Unless expressly stated otherwise in writing:

  • No source files, editable working files, development environments, internal documentation, or raw production assets are included
  • No ownership of Matrixcave Materials is transferred to you
  • Any third-party software, plugins, fonts, stock assets, APIs, or licensed tools remain subject to their own license terms

9.4 Unpaid Work

If you do not pay amounts due in full, Matrixcave may withhold delivery, revoke any license granted for use of the deliverables, and retain ownership of all work product to the fullest extent permitted by law.

9.5 Portfolio Use

Unless otherwise agreed in writing, Matrixcave may identify you as a client and display non-confidential project work, screenshots, public deliverables, and your business name or logo in our portfolio, proposals, and marketing materials. If a project is confidential before public launch, we will use reasonable discretion and honor any written confidentiality restrictions agreed in advance.

10. Confidentiality

Each party may receive non-public business, commercial, technical, financial, or operational information from the other party (« Confidential Information »). The receiving party agrees to:

  • Use Confidential Information only for purposes of the business relationship
  • Protect it with reasonable care
  • Disclose it only to employees, contractors, or advisers who need to know it and are bound by confidentiality obligations
  • Not disclose it to third parties without consent, except where required by law

Confidential Information does not include information that is or becomes public through no breach of these Terms, was already lawfully known, is independently developed without use of the other party’s Confidential Information, or is lawfully obtained from a third party without restriction.

Confidentiality obligations survive termination of the relationship for a reasonable period and, for trade secrets, as long as the information remains a trade secret under applicable law.

11. Data, Security, and Access

You are responsible for maintaining the security of your own systems, accounts, passwords, backups, merchant settings, platform permissions, and approval workflows unless we expressly agree in writing to manage specific items.

While Matrixcave uses reasonable care in handling access and project information, you acknowledge that no platform, website, software environment, or transmission method is fully secure. You remain responsible for making informed business decisions about your systems, vendors, and compliance obligations.

12. No Guarantee of Results

Matrixcave will perform services in a professional manner consistent with the agreed scope. However, you acknowledge that digital services involve variables outside our control.

We do not guarantee:

  • Specific sales, revenue, lead volume, conversion rates, return on ad spend, rankings, traffic levels, or business growth
  • Approval or continued approval of advertisements, merchant accounts, payment gateways, or platform listings
  • Uninterrupted platform availability or long-term compatibility with third-party tools
  • That any strategy, campaign, automation, website, or recommendation will produce a particular commercial outcome

Any timelines, estimates, forecasts, projections, benchmarks, or performance examples are provided for planning purposes only and are not guarantees.

13. Warranties Disclaimer

Except as expressly stated in a signed Service Order, the website and services are provided on an « as is » and « as available » basis. To the fullest extent permitted by law, Matrixcave disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

Matrixcave does not warrant that the services will be uninterrupted, error-free, fully secure, or compatible with every platform, theme, plugin, browser, device, API, advertising environment, or third-party system.

14. Limitation of Liability

To the fullest extent permitted by law, Matrixcave will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, data, anticipated savings, or business interruption, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Matrixcave’s total aggregate liability arising out of or related to the website, services, or these Terms will not exceed the total fees actually paid to Matrixcave under the specific Service Order giving rise to the claim during the three-month period immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, restitution, or otherwise.

15. Indemnification

You agree to defend, indemnify, and hold harmless Matrixcave and its officers, directors, employees, contractors, and affiliates from and against any third-party claims, losses, liabilities, damages, judgments, costs, and expenses, including reasonable legal fees, arising out of or related to:

  • Your breach of these Terms
  • Your products, services, offers, campaigns, or business practices
  • Client Materials or instructions supplied by you
  • Your violation of law, regulation, platform rules, or third-party rights
  • Your misuse of the deliverables or services after delivery

16. Suspension and Termination

16.1 By Matrixcave

We may suspend or terminate access to the website or services, in whole or in part, immediately if:

  • You fail to pay any amount when due
  • You breach these Terms or a Service Order
  • You provide unlawful, infringing, or misleading materials or instructions
  • Your project or conduct creates legal, reputational, technical, payment, or platform risk for Matrixcave
  • Continuing the engagement becomes impracticable for reasons outside our reasonable control

16.2 By You

You may terminate an active project or recurring service only in accordance with the termination terms stated in the applicable Service Order. If no specific termination clause applies, you may terminate on written notice, but you remain responsible for all work performed, time reserved, non-cancellable commitments, and approved third-party costs incurred up to the effective termination date.

16.3 Effect of Termination

Upon termination:

  • All unpaid amounts become immediately due
  • Any licenses granted to you remain subject to full payment
  • Matrixcave may stop work and disable access to workspaces, draft materials, or hosted project assets under its control
  • Each party must, upon request, return or delete the other party’s Confidential Information, subject to legal, compliance, archival, and backup requirements

Termination does not affect any accrued rights, payment obligations, or provisions that by their nature should survive termination.

17. Force Majeure

Matrixcave will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including internet failures, power outages, cyberattacks, labor disruptions, acts of government, war, civil unrest, natural disasters, epidemics, platform outages, hosting failures, vendor interruptions, or failures of telecommunications or third-party services.

18. Governing Law

These Terms and any dispute arising out of or relating to the website, services, or the parties’ relationship will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of laws principles.

19. Dispute Resolution

19.1 Good-Faith Resolution

Before starting formal proceedings, each party agrees to try in good faith to resolve the dispute by written notice and business-level discussion. The parties will use reasonable efforts to resolve the matter within 30 days after notice, unless urgent injunctive relief is needed sooner.

19.2 Binding Arbitration

Except for claims seeking injunctive relief, claims involving intellectual property misuse, unpaid fees, or matters that may be brought in a court of competent jurisdiction for equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms or the services will be resolved by final and binding arbitration in Delaware, in English, before a single arbitrator.

The arbitrator may award the same remedies that a court of competent jurisdiction could award on an individual basis. Judgment on the award may be entered in any court having jurisdiction.

19.3 Court Proceedings for Limited Matters

For matters not subject to arbitration, or for seeking temporary, preliminary, or permanent injunctive relief, the parties agree to the exclusive jurisdiction and venue of the state or federal courts located in Delaware, and each party waives any objection based on inconvenience of forum to the extent permitted by law.

20. Modifications to These Terms

We may update these Terms from time to time by posting a revised version on our website or otherwise providing notice. The updated version becomes effective on the date stated at the top of the Terms unless a different effective date is specified.

For ongoing projects governed by a signed Service Order, the version in effect when that Service Order was accepted will continue to apply to that project unless the parties agree otherwise in writing or continued use of recurring services after notice reasonably indicates acceptance of the updated Terms.

21. Notices and Electronic Communications

You agree that we may provide notices, disclosures, invoices, approvals, project communications, and other records electronically, including by email, client portal, project management platform, or website posting where appropriate.

You are responsible for keeping your contact information current and for monitoring communications related to your account or project.

22. Independent Contractor Relationship

Matrixcave is an independent contractor. Nothing in these Terms creates a partnership, joint venture, franchise, agency, fiduciary, employment, or exclusive relationship between the parties.

23. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Matrixcave may assign these Terms in connection with a merger, acquisition, corporate reorganization, asset sale, or transfer of the relevant business line.

24. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. A failure or delay by either party to enforce any provision is not a waiver of that provision or any other right.

25. Entire Agreement

These Terms, together with any applicable Service Order and any written amendments signed by both parties, form the entire agreement between you and Matrixcave regarding the subject matter addressed here and supersede prior or contemporaneous discussions, proposals, representations, or understandings to the extent covered by the final agreed documents.

26. Contact Information

If you have questions about these Terms or need to send a legal or contractual notice, please contact: