These Terms of Service (the “Terms”) govern your access to and use of the Gripsoftware platform, websites, APIs, and related services (collectively, the “Platform”), provided by The Matterworks LLC, a Californialimited liability company. By creating an account, clicking “I agree,” or accessing the Platform, you (“Customer,” “User,” or “you”) agree to be bound by these Terms on behalf of yourself and the production agency or business entity you represent. You represent that you are authorized to bind that entity. If you do not agree, do not access or use the Platform.
This is a business-to-business (“B2B”) service intended solely for use by production agencies, studios, and production companies. The Platform is not intended for consumers or for personal, family, or household use.
1. Definitions
- “Platform” — the Grip software-as-a-service application, including its budgeting, project management, waterfall-calculation, and payout-orchestration features.
- “Stripe” — Stripe, Inc. and its affiliates, the third-party payment infrastructure provider.
- “Connected Account” — the Stripe account owned and controlled by you, linked to the Platform via Stripe Connect OAuth.
- “Crew” / “Payees” — the contractors, vendors, and crew members you designate to receive payouts from your Connected Account.
- “Payout Instruction” — a calculation or transfer request that the Platform generates and transmits to Stripe at your direction.
- “Customer Data” — data you or your authorized users submit to the Platform.
2. The Grip Model — Software Provider, Not Custodian
You acknowledge and agree that the following describes the fundamental architecture and legal nature of the Platform:
2.1 Grip Is a Software Tool.
Gripprovides software that calculates financial allocations (including tiers, splits, overtime, reimbursements, and waterfalls), organizes production budgets and projects, and — at your direction — formats and transmits Payout Instructions to Stripe via Stripe’s APIs. Grip’s role is limited to that of an information-processing and instruction-routing interface.
2.2 Bring Your Own Stripe (BYOS); You Are the Fund Holder.
You connect your own Stripe account to the Platform. You — not Grip — hold the direct contractual relationship with Stripe and are bound by the Stripe Connected Account Agreement and Stripe Services Agreement. All funds at all times reside in, move through, and settle from your Connected Account and the accounts of your Payees. Gripdoes not maintain a pooled, custodial, escrow, or omnibus account holding your funds or your Payees’ funds.
2.3 No Custody; No Money Transmission; No Escrow.
Grip does not take possession or control of, hold, escrow, commingle, invest, or transmit any funds. Grip never receives your funds into a Grip-owned account. Grip is not a bank, money transmitter, money services business, payment processor, escrow agent, trustee, or fiduciary, and does not purport to act in any such capacity. Movement of money is executed by Stripe pursuant to your instructions and your agreement with Stripe.
2.4 You Direct the Transactions.
Every Payout Instruction is initiated by and on behalf of you. You are solely responsible for the accuracy, legality, and authorization of each instruction, including the identity of Payees, amounts, allocation logic you configure, and the underlying obligation to pay. Grip’s calculations are tools that assist you; you are responsible for reviewing and approving outputs before funds move.
2.5 Direct Relationship Between You and Your Payees.
The contractual and legal obligation to pay your Crew, vendors, and any other Payees runs directly from you to them. Grip is not a party to, guarantor of, or obligor under any agreement between you and your Payees.
3. Eligibility and Accounts
3.1 You must be a legally formed business entity and at least the age of majority in your jurisdiction, with authority to enter contracts.
3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately at legal@thematterworks.com of any unauthorized use.
3.3 You are responsible for the acts and omissions of your authorized users, administrators, and team members.
4. Third-Party Services (Stripe and Others)
4.1 The Platform depends on Stripe and may depend on other third-party services (e.g., identity/tax verification, e-signature, and accounting integrations). Your use of those services is governed by their respective agreements, and you agree to comply with them.
4.2 Gripdoes not control and is not responsible for the availability, performance, decisions, holds, reserves, account suspensions, payout timing, or fee structures of Stripe or any third party. Stripe’s determinations regarding your Connected Account (including KYC, risk, reserves, freezes, and terminations) are between you and Stripe.
5. Fees
5.1 You agree to pay the subscription and/or usage fees described at [Insert Pricing Page / Order Form]. Fees are exclusive of taxes, which are your responsibility.
5.2 Stripe and other third parties may charge their own fees directly to your Connected Account. Those fees are separate from Grip’s fees and are your responsibility.
5.3 Except as required by law or expressly stated, fees are non-refundable. [Insert billing cycle, late-payment, and auto-renewal terms.]
6. Taxes, Withholding, and Information Reporting (Your Responsibility)
6.1 You are solely responsible for determining, collecting, withholding, reporting, and remitting all taxes arising from your use of the Platform and your payments to Payees, including income tax, employment/payroll taxes, sales/use tax, and any backup withholding.
6.2 You are solely responsible for all worker-classification decisions (employee vs. independent contractor) and for all associated information-reporting obligations, including issuance of IRS Forms 1099-NEC/1099-MISC, W-2s, or equivalent forms, and any state or local equivalents.
6.3 Grip does not provide tax, accounting, legal, or financial advice. Any AICP codes, summaries, totals, or reports the Platform generates are informational tools only and do not constitute tax filings or professional advice. You should consult your own tax and legal advisors.
7. Customer Responsibilities and Compliance
7.1 You represent and warrant that you have all rights, authorizations, and a lawful basis to: (a) connect your Stripe account; (b) submit Customer Data, including data about your Payees; and (c) direct each Payout Instruction.
7.2 You will comply with all applicable laws, including anti–money laundering (AML), sanctions (OFAC), labor, and tax laws, and with our Acceptable Use Policy, which is incorporated by reference.
7.3 You are responsible for obtaining any necessary consents from your Payees for the processing of their information through the Platform and Stripe.
8. Intellectual Property
8.1 Grip IP.The Platform, including all software, code, algorithms (including waterfall and allocation logic), interfaces, designs, text, the “Grip” name and logos, and all related intellectual property, is and remains the exclusive property of The Matterworks LLC and its licensors. No rights are granted except the limited license in Section 9.
8.2 Customer Data. As between the parties, you retain all rights in your Customer Data. You grant Grip a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and use Customer Data solely to provide, secure, maintain, and improve the Platform and as otherwise described in the Privacy Policy.
8.3 Feedback. If you provide feedback or suggestions, you grant Grip a perpetual, irrevocable, royalty-free license to use it without restriction.
8.4 Aggregated/De-identified Data. Grip may create and use aggregated and de-identified data derived from Platform usage, provided it does not identify you or any individual.
9. License Grant
Subject to these Terms and payment of fees, Grip grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes during the term.
10. Restrictions
You will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to derive source code; (b) copy, modify, or create derivative works of the Platform; (c) resell, sublicense, or provide the Platform on a service-bureau basis; (d) circumvent usage limits or security; (e) use the Platform in violation of the Acceptable Use Policy or applicable law; or (f) use the Platform to build a competing product.
11. Beta / Pre-Release Disclaimer
You acknowledge the Platform is offered as a beta release. Beta features may be incomplete, may change, and may contain errors. They are provided “AS IS” without warranties of any kind, and Grip may modify or discontinue beta features at any time.
12. Disclaimers of Warranties
12.1 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
12.2 GRIP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT CALCULATIONS, PAYOUT INSTRUCTIONS, OR DATA WILL BE ERROR-FREE. YOU ARE RESPONSIBLE FOR REVIEWING ALL CALCULATIONS AND INSTRUCTIONS BEFORE FUNDS MOVE.
12.3 GRIP IS NOT RESPONSIBLE FOR ANY FAILED, DELAYED, DUPLICATED, MISDIRECTED, OR REVERSED TRANSFER; FOR ANY STRIPE OR THIRD-PARTY OUTAGE, HOLD, RESERVE, OR ACCOUNT ACTION; OR FOR INSUFFICIENT FUNDS IN YOUR CONNECTED ACCOUNT. SETTLEMENT AND FUND MOVEMENT ARE PERFORMED BY STRIPE, NOT GRIP.
13. Limitation of Liability
13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRIP AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.
13.2 WITHOUT LIMITING SECTION 13.1, GRIP HAS NO LIABILITY FOR THE MOVEMENT, NON-MOVEMENT, OR MISDIRECTION OF FUNDS, WHICH ARE HANDLED BY STRIPE AT YOUR DIRECTION.
13.3 GRIP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO GRIP IN THE [INSERT: SIX (6) / TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) [INSERT: USD $100].
13.4 The limitations in this Section apply regardless of the theory of liability and reflect an allocation of risk between the parties. Some jurisdictions do not allow certain limitations; in such cases, liability is limited to the maximum extent permitted.
14. Indemnification
14.1 By You. You will defend, indemnify, and hold harmless The Matterworks LLCand its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Platform; (b) any Payout Instruction, payment, or allocation you direct; (c) your obligations to, or disputes with, any Payee, Stripe, or taxing authority; (d) your worker-classification, tax, withholding, or information-reporting decisions; (e) your Customer Data and your collection or sharing of Payee information; (f) your breach of these Terms, the Acceptable Use Policy, or applicable law; or (g) any allegation that you engaged in unauthorized money transmission, money laundering, or other unlawful financial activity through your Connected Account.
14.2 Procedure. Grip will promptly notify you of the claim, grant you control of the defense (with Grip’s right to participate with its own counsel), and reasonably cooperate. You may not settle any claim that imposes liability or admission on Grip without Grip’s prior written consent.
15. Term, Suspension, and Termination
15.1 These Terms remain in effect while you use the Platform.
15.2 Grip may suspend or terminate your access immediately, with or without notice, if: (a) you breach these Terms or the Acceptable Use Policy; (b) Grip reasonably suspects fraud, unlawful activity, or risk to the Platform or others; (c) required by law or by Stripe; or (d) you fail to pay fees.
15.3 You may terminate by ceasing use and closing your account per [Insert Process].
15.4 Upon termination: your license ends; you should export your Customer Data before termination; and Grip may delete Customer Data after [Insert Retention Period], subject to the Privacy Policy and legal requirements. Disconnecting your Stripe account does not affect transactions already settled by Stripe.
15.5 Sections that by their nature should survive (including 2, 6, 8, 12, 13, 14, 16, 17, and 18) survive termination.
16. Dispute Resolution; Binding Arbitration; Class Waiver
16.1 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute by written notice to legal@thematterworks.com and a [Insert 30/60]-day negotiation period.
16.2 Binding Arbitration. Except for claims qualifying for small-claims court and claims for injunctive relief to protect intellectual property, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by [Insert: JAMS / AAA] under its commercial rules, by a single arbitrator, seated in [Insert City, State]. Judgment on the award may be entered in any court of competent jurisdiction.
16.3 Class Waiver. Disputes will be conducted only on an individual basis and not as a class, consolidated, or representative action. [Insert any carve-outs / opt-out mechanism as counsel advises.]
16.4 Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. Where arbitration does not apply, the parties consent to the exclusive jurisdiction of the courts located in [Insert County], California.
17. Changes to the Terms
Gripmay modify these Terms by posting an updated version and updating the “Last Updated” date, with notice for material changes via email or in-app notification. Continued use after the effective date constitutes acceptance.
18. General
18.1 Entire Agreement. These Terms, the Privacy Policy, the Acceptable Use Policy, and any Order Form constitute the entire agreement.
18.2 Assignment. You may not assign without Grip’s consent; Grip may assign in connection with a merger, acquisition, or sale of assets.
18.3 Force Majeure. Neither party is liable for delays due to events beyond reasonable control (including third-party/Stripe outages).
18.4 Severability; Waiver; No Agency. If a provision is unenforceable, the rest remains in effect. No waiver is implied. The parties are independent contractors.
18.5 Notices. Legal notices to Grip: legal@thematterworks.com · [Insert Business Address].
Contact: The Matterworks LLC, [Insert Business Address]. legal@thematterworks.com.