This Binding Agreement governs your access to and use of the Service, whether paid or trial. This Master Subscription Agreement (“Terms”, “Agreement”) constitutes an agreement between ServiceTarget PBC (“ServiceTarget”, "MatrixFlows", “we", “our”, "us") and you, either as an individual or as a representative of your employer or another entity (“Subscriber”, "you”, "yours”). If you are accepting these Terms on behalf of a company or entity (an "Entity"), you represent that you have the authority to bind that Entity to this Agreement. "Subscriber", "you" “yours” will then refer to that Entity. If you do not have this authority, or do not agree to the terms, do not use the Services.
By accessing or using the Service, or by authorizing or permitting any Users and End-Users to access or use the Service, you agree to be bound by this Agreement as of the date of such access or use of the Service (the "Effective Date").
This Agreement governs your access to and use of www.servicetarget.com, www.matrixflows.com, and any related website owned or operated by us (the “Sites”), and the use of, and registration with, our Service through the Sites, mobile applications, application programming interfaces ("APIs"), template library, documentation or through any other means. This Agreement establishes the terms for purchasing MatrixFlows Services and Professional Services, whether you subscribe online or through a custom order form that includes special provisions. If inconsistent with any custom order form, the custom order form terms control.
1.1 Services: MatrixFlows will provide the Services and related data as described in this Agreement and your Subscription Plan. We will make reasonable efforts to maintain 24/7 availability, except during planned downtime and unforeseen events.
1.2 Modifications: We may modify Service features/functionality during the Subscription Term, providing 30 days' notice for any major changes. We will not materially reduce overall Service functionality during the Term.
1.3 Additional Features: We will notify you of any additional terms applicable to new features. Your activation and use of these features constitutes acceptance of additional terms.
1.4 Support: We will provide standard customer support for the Services at no additional charge, as detailed on our website. Upgraded support is available for purchase.
1.5 Professional Services: If requested, we can provide Professional Services as outlined here, subject to those terms and conditions.
1.6 Affiliates: You can extend Service access to Affiliates, provided you remain responsible for their compliance. Affiliates can also purchase directly per these terms.
2.1 Login Management:
2.2 Compliance:
2.3 Content and Conduct:
2.4 Internal Business Use Only:
2.5 No Competitive Use:
2.6 System Requirements:
2.7 In-Product Cookie Policy: The In-Product Cookie Policy applies anytime the Subscriber, Users, or End-Users interact with the Services.
2.8 Service-Specific Terms: The provision and use of certain Services are subject to Service-Specific Terms.
2.9 Region-Specific Terms: The provision and use of the Services in certain jurisdictions are subject to Region-Specific Terms.
3.1 Subscription Term: This Agreement starts on the Effective Date and continues as long as you have a valid Subscription Plan, unless terminated earlier per these terms. Subscription Terms are defined in the Subscription Plan details.
3.2 Subscription Auto-Renewal: The subscription to the Service will automatically renew at the end of the current Subscription Term for a renewal period of equal length and at the same price as the previous term (subject to applicable tax changes and excluding any discount or other promotional offer provided for the first Subscription Term) unless otherwise notified to Subscriber.
3.3 Cancellation: Either party can terminate a subscription at the end of Subscription Term with 30 days' notice.
3.4 Termination for Cause: Either party may immediately terminate for an uncured material breach, or bankruptcy/insolvency of the other party. No notice is required for policy violations.
3.5 Payment on Termination: If you terminate before the end of Subscription Term, you must pay the balance of charges for the Term. Refunds are issued if we terminate for uncured material breach.
3.6 No Refunds: No refunds are provided for early termination unless for our material breach.
3.7 Exporting Data: For 30 days after termination, we'll make your data available for export, unless prohibited by law or the data was improperly used. After 30 days, we have no obligation to maintain data.
4.1 Payment and Billing: Subscription Charges are due upfront unless stated otherwise in the Subscription Plan or custom order form. You're responsible for keeping payment information current. We may suspend access to Services if you fail to pay. Late fees may apply.
4.2 Upgrades: Upgraded Subscription Charges will apply for the remainder of Subscription Term.
4.3 Downgrades: Downgrades are only allowed at renewal, with notice. Downgrades may cause loss of content/features.
4.4 Taxes: Prices exclude applicable taxes which you must pay unless you provide a valid tax exemption.
4.5 Payment Agent: Payments are processed by our Payment Agent(s). The Subscriber authorizes the Payment Agent to automatically charge the Subscriber's credit card or other payment method on a recurring basis. This will be done according to the billing schedule in the Subscription Plan or custom order form and will continue until the subscription is canceled.
4.6 Payment Portals: If you require a vendor portal that charges us fees, you will be invoiced for reimbursement of those costs.
5.1 Trial Services: We may offer free trial or preview versions of our Services with no obligation. We or you can cancel the free trial at any time, for any reason, without liability. We will provide the Services to you for free until (a) the end of the trial period; (b) the start date of any paid subscription you purchase; or (c) termination of the trial. Additional trial terms may appear during registration. These terms are incorporated into this Agreement. Unless you purchase a paid Service subscription, all Service data, configurations, or customizations made during the free trial will be permanently lost.
5.2 Pre-Released Services: We may offer preview, beta, or early access versions of Services that are still under active development ("Pre-Release Services"), which we will do our best to label as such. It is understood that Pre-Release Services are not considered fully launched products and may contain defects, suffer disruptions, or not operate as designed.
6.1 Confidential Information: Each party shares confidential information with the other party, including but not limited to product details, customer data, and technical information. This is to be protected by both parties.
6.2 Protection: The receiving party must take reasonable measures to prevent unauthorized disclosure of confidential information. Access should be limited to employees and contractors on a need-to-know basis and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information.
6.3 External Use: Confidential information cannot be used or shared externally without permission, except when legally compelled by government order. Even then, the disclosing party should be notified promptly before any disclosure.
6.4 Superseding Agreements: This Section controls over any non-disclosure agreement, which is superseded after execution of this Agreement.
6.5 Exclusions: This Section does not apply to information that was publicly known or becomes publicly known through no action of the receiving Party.
6.6 Remedies: The Parties understand that violations of this Section may lead to irreparable harm, entitling the other Party to seek injunctive relief, equitable relief, or any other legal remedies available.
7.1 Sub-processors: MatrixFlows uses Sub-processors who may access or process Service Data to help provide the Services. The Subscriber authorizes MatrixFlows's use of the Sub-processors listed in the Sub-processor Policy. MatrixFlows remains responsible for the actions of its Personnel and Sub-processors. Their acts and omissions are treated as if performed directly by MatrixFlows under this Agreement.
7.2 Third-Party Providers: MatrixFlows may use third-party service providers to assist in providing the Services. These providers will not access Service Data. MatrixFlows remains responsible for the actions of its third-party providers. Their acts and omissions are treated as if performed directly by MatrixFlows under this Agreement.
7.3 Safeguards: MatrixFlows will maintain security safeguards to protect the confidentiality, integrity, and security of Service Data. These measures will align with industry standards and best practices for data protection. Compliance with these security measures constitutes compliance with MatrixFlows's obligations to protect Service Data under this Agreement.
7.4 Service Data: MatrixFlows will access Service Data to provide, secure, and improve the Services. Subscriber is responsible for the accuracy and legality of Service Data.
7.5 User Contact Information: MatrixFlows is the Data Controller for User Contact Information. MatrixFlows will process this data under its Privacy Policy. The Subscriber must inform its Users of their rights in the Privacy Policy. The Subscriber represents it has obtained consent, permission, and rights and provided notice under data protection laws for MatrixFlows to process User Contact Information as Controller per the Privacy Policy.
7.6 Data Processing Agreement: The Data Processing Addendum and Privacy Policy are incorporated by reference into this Agreement once signed by the Parties.
MatrixFlows reserves the right to restrict functionalities or suspend the Services in whole or in part, Subscriber’s Account or Subscriber’s and/or Users' or End-Users’ rights to access and use the Services and remove, disable, or quarantine any Service Data or other content if MatrixFlows reasonably believes that Subscriber, Users, or End-Users have violated this Agreement. MatrixFlows also reserves the right to take such actions if it suspects or detects any Malicious Software connected to a Subscriber’s Account or use of a Service, if there is a security risk or potential harm to MatrixFlows or third parties, if there is a breach of the Terms, Acceptable Use Policy, User Content and Conduct Policy, or applicable law, or if payment obligations are overdue or likely to become overdue. Unless legally prohibited, MatrixFlows will try to notify the Subscriber when taking these actions. MatrixFlows is not liable for any modification, suspension, or discontinuation of Services. These suspension rights are in addition to other remedies MatrixFlows may take per the Terms or law. MatrixFlows may refer any suspected illegal activity to authorities.
Non-MatrixFlows Services are governed solely by their own terms and conditions. MatrixFlows is not responsible for non-MatrixFlows services, including content, data handling, availability, etc. MatrixFlows may stop enabling access to Non-MatrixFlows Services. The Subscriber irrevocably waives any claim against MatrixFlows regarding Non-MatrixFlows Services. MatrixFlows is not liable for any harm caused by the Subscriber's use of Non-MatrixFlows Services. The Subscriber may need to register or login to Non-MatrixFlows Services separately. By enabling a Non-MatrixFlows Service, the Subscriber authorizes MatrixFlows to share login and Service Data as needed to facilitate the use or enablement of such Non-MatrixFlows Services.
10.1 Retention of Rights: Each party retains its intellectual property rights. Subscriber has limited rights to use the Services. MatrixFlows retains all rights to the Services and related technologies. Subscriber is granted limited rights to access the Service only as expressly stated in this Agreement.
10.2 Feedback: MatrixFlows retains all rights to use any suggestions, enhancement requests, recommendations, or other feedback provided by the Subscriber to improve or enhance the Services, incorporate it into the Services, or otherwise utilize it, without restriction or additional compensation to the Subscriber.
10.3 Trademarks: Subscriber can only use MatrixFlows Marks per the Trademark Usage Guidelines. Subscriber cannot claim rights in Marks or use them to disparage.
10.4 Usage of Subscriber Trademarks: MatrixFlows's use of Subscriber trademarks is by agreement.
10.5 Service Data Ownership: Subscriber owns its Service Data.
11.1 Authority: Each party warrants it is authorized to enter this Agreement.
11.2 MatrixFlows Warranties: MatrixFlows warrants the Services will materially conform to their documentation during the subscription term. Subscriber's exclusive remedies for breach are in Section 3.4. No warranty applies to misuse or unauthorized modification.
11.3 Disclaimers: Except as specifically set forth in Section 11.2, the Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind to the maximum extent permitted by law. MatrixFlows expressly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. MatrixFlows does not warrant that the Services will be uninterrupted, timely, secure, error-free, or virus-free. No information or advice obtained by Subscriber from MatrixFlows or the Services creates any warranty not in this Agreement.
12.1 MatrixFlows Indemnification: MatrixFlows will defend Subscriber against third-party claims that Subscriber's permitted use of the Services infringes a third party’s valid copyright, trademark, or registered US patent (the “IP Claim”). MatrixFlows's obligations are conditioned on Subscriber promptly notifying MatrixFlows of the claim, giving MatrixFlows control of the defense and settlement, and cooperating with the defense. If required, MatrixFlows may modify the Services, procure rights for Subscriber to continue using the Services, or terminate the impacted Services and refund unused fees. MatrixFlows has no obligations for any claims arising from or related to Subscriber's Service Data, modifications made to the Service by Subscriber, Users, or third parties, or use of the Service in combination with any other service, device, software, or product, including Third Party Services.
12.2 Subscriber Indemnification: Subscriber will indemnify, defend, and hold MatrixFlows harmless against any third-party claim arising from or related to Subscriber, Users, or End-Users' use of a Service in breach of this Agreement (not arising solely from the Service itself) or alleging Subscriber Marks, content selected by Subscriber in designing/implementing the Services, or Service Data infringes or misappropriates intellectual property. Subscriber's obligations are conditioned on MatrixFlows promptly notifying Subscriber of the claim, giving Subscriber control of the defense and settlement, and cooperating with the defense.
13.1 No Indirect Damages: Neither party is liable for indirect, incidental, consequential, or punitive damages, lost profits, lost data, business interruption, or loss of goodwill related to this Agreement, except as explicitly provided in Section 2.5.
13.2 Liability Cap: MatrixFlows's total liability is limited to the fees paid by Subscriber in the prior 12 months. The essential purpose of this section is to allocate risk and keep fees lower. This limitation does not apply to IP indemnification obligations.
13.3 Aggregate Liability: The liability limits apply in the aggregate and are not cumulative.
13.4 Jurisdiction-Specific Limitations: Some jurisdictions prohibit excluding implied warranties or limiting liability for damages, fraud, personal injury, property damage, or law violations. In these jurisdictions, the MatrixFlows's liability will be limited to the greatest extent permitted by law.
13.5 Claims Against Individuals: Claims can only be brought against MatrixFlows, not individuals or other entities.
14.1 Assignment: MatrixFlows can assign this Agreement to its affiliates or in a merger, acquisition, or sale of substantially all assets. Subscriber may assign this Agreement to an affiliate or in a merger, acquisition, or sale of substantially all assets, subject to the assignee fulfilling the obligations herein.
14.2 Entire Agreement: This Agreement is the entire agreement and replaces prior agreements. The terms of any Subscriber purchase orders are void. There are no other agreements except as stated herein.
14.3 Amendment: MatrixFlows may amend the Agreement on 30 days' notice. Subscriber's continued use constitutes consent. MatrixFlows's failure to enforce a provision does not waive the provision.
If any term is invalid or unenforceable, it will be replaced with a term consistent with the intent. The rest of the Agreement remains in effect.
The Services may be subject to export controls and sanctions laws. Subscriber will comply with all such laws. Neither party is on a restricted party list. Subscriber will not use the Services in violation of export laws or for prohibited end uses. MatrixFlows may terminate any relationship required by export laws.
The Parties are independent contractors under this Agreement, which does not create any partnership, joint venture, fiduciary, employment, or agency relationship between them. Subscriber alone is responsible for determining if the Services meet its technical, business, and regulatory requirements. MatrixFlows's business partners and other third parties, including those with Service integrations or retained by Subscriber for consulting and implementation, are independent from MatrixFlows.
18.1 MatrixFlows Notices: MatrixFlows notices to Subscriber may be by overnight delivery, mail, or email.
18.2 Subscriber Notices: Subscriber legal notices to MatrixFlows must be in English, in writing by overnight delivery, mail to 8 The Green, STE 8112, Dover, DE 19901, or email to legal@servicetarget.com. Other notices must be by email.
18.3 Effectiveness: Notices are effective on proof of delivery or 2 business days if by overnight delivery or mail. Email is effective immediately.
This Agreement is governed by Delaware law. Disputes will be resolved in Kent County, Delaware. Subscriber consents to personal jurisdiction there for disputes related to the Agreement.
If Subscriber is a U.S. federal government entity, each Service is a Commercial Product consisting of Commercial Computer Software and Documentation. The Services are licensed with only the rights in this Agreement per 48 C.F.R. 12.212 or 48 C.F.R. 227.7202.
Neither party will offer or receive any improper bribes or kickbacks related to the Agreement. The parties will comply with anti-corruption laws. Reasonable gifts and entertainment are permitted. MatrixFlows will comply with its Code of Conduct.
Sections 2.5, 3.5, 3.7, 6, 7.4, 10, 12, 13, 19, and 23 survive termination regarding Subscriber's use. Termination does not limit liability for obligations accrued or breaches before termination.
"Account" means Subscriber's workspace instance in the Services.
"Additional Feature(s)" means additional features available through the Services besides the core Service Plan.
"Affiliate" means any entity controlling, controlled by, or under common control with a party.
"Agreement" means this agreement and incorporated documents.
"API" means the application programming interfaces that enable interacting with the Services programmatically.
"Associated Services" refers to products, services, features, and functionality that are designed to be used with the Services but are not included in Subscriber's subscribed Service Plan. If Subscriber has purchased, deployed, or subscribed to an Associated Service, it is referred to as a "Deployed Associated Service."
"Confidential Information" means nonpublic information designated confidential or reasonably understood to be confidential.
"Data Controller" determines the purposes and means of processing personal data.
"Documentation" means Service documentation, excluding community forums.
"End User" means any non-Subscriber/User interacting with the Services.
"Force Majeure Event" means circumstances beyond reasonable control.
"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, etc.
"Legal Notice" means notices under Sections 3.4 and 12.1.
"Malicious Software" means harmful software like viruses and malware.
"Non-MatrixFlows Services" means third-party services linked to the Services.
"Payment Agent" means MatrixFlows's payment entity.
"Personnel" means MatrixFlows contractors/employees.
"Planned Downtime" means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.
"Privacy Policy" means MatrixFlows's Privacy Policy.
"Professional Services" means consulting services.
"Service" means MatrixFlows products/services ordered or used by Subscriber. It excludes Non-MatrixFlows Services and any Additional Features or Associated Services not provided under the Agreement or Service Plan.
"Service Data" means data submitted to a Service.
"Service Order" means MatrixFlows's order form.
"Site" means MatrixFlows websites.
"Software" means software provided by MatrixFlows to use Service functionality.
"Sub-processor(s)" means any third-party data processor engaged by MatrixFlows that receives Service Data from MatrixFlows to process on Subscriber's behalf, in accordance with Subscriber's instructions passed through MatrixFlows and the terms of its subcontract.
"Subscriber" means the party specified above with the address on the Service Order, who may also be referred to as "You" or "Your."
"Subscription Charges" refers to all fees associated with Subscriber's access to and use of an Account.
"Subscription Term" means the length of time that Subscriber has agreed to subscribe to a Service.
"Subscription Plan" means the packaged subscription plans and the functionality and services associated with them.
"Supplemental Terms" means additional applicable terms.
"Taxes" means applicable taxes.
"Usage Charges" means pay per use charges.
"MatrixFlows" means ServiceTarget PBC or its successors/assignees.
"MatrixFlows Marks" means MatrixFlows trademarks.
"User" means an authorized individual Service user.
"User Contact Information" means Users' personal data stored by MatrixFlows to communicate about the Services.
"User Login" means the username and password to access the Services.
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