Terms of Service

Last updated on 01.06.2022

PLEASE READ THE BELOW TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SITE.

The below terms and conditions outline the rules and regulations for your use of our Site and our Services (the “Terms”).

1. OVERVIEW

1.1. This website, https://www.matrx.io, and its mobile application Matrx (together, the “Site”) is a site belonging to, and is operated and provided by, TSI Tech Pte. Ltd. (“Matrx”, “Company”, "we", "our", or "us") to the person accessing the Site ("you", or "your").

1.2. These Terms constitute the entire agreement between you and Matrx, and govern your access to and use of our Site including the Services offered on it unless expressly stated otherwise in these Terms.

1.3. Our Privacy Policy, which details how Matrx uses the data and information we collect from you, or that you provide to us, is incorporated by reference into these Terms and can be read here.

1.4. By accessing our Site, including using our Services and any other associated software, you acknowledge and agree, without limitation or qualification, to be bound by these Terms and all applicable laws and regulations, and you represent and warrant that you have the right, authority and capacity to enter into these Terms.

1.5. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

1.6. If you do not agree to these Terms, you must not access or use our Site or Services. We highly advise you to save or print these Terms so you can read them as per your convenience.

2. DEFINITIONS

2.1. In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

Account	refers to the accounts you may hold in using our Site and our Services;
Confidential Information	means all information which is disclosed to you pursuant to or in connection with these Terms (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such) which may include, but is not limited to, any information deemed to be confidential by us;
Intellectual Property Right(s) or IPR(S)	refers to copyrights, trademarks and any other intellectual property right;
Service(s)	collectively refers to the services and associated software we offer on our Site which includes, but is not limited to, Matrx Webinar and its Subscription Plans; and
Subscription Plan(s)	refers to the subscription plans we offer for the use of Matrx Webinar which may either be free of charge or have applicable monthly or yearly charges.

2.2. Unless the context otherwise requires, each reference in these Terms to:

2.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic (including email) or facsimile transmission or similar means; and

2.2.2. a Clause is a reference to a Clause within these Terms.

2.3. The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of the Terms.

2.4. Words imparting the singular number shall include the plural and vice versa.

2.5. Any words following terms such as including, include, for example, such as or any other similar expression shall not limit the sense of the words, description, definition, or phrase prior to those terms.

2.6. References to persons shall include corporations.

3. AMENDMENTS TO THE TERMS

3.1. We may, at any time and without notice, modify these Terms by revising them on the Site. Every time you use our Site, please check these Terms to ensure you understand the terms that apply at that time. You are responsible at all times for complying with the current version of these Terms.

3.2. Your continued use of the Site constitutes your acceptance of any such amendments. You should therefore periodically visit this page to review the current Terms. If you do not agree with and accept any amendments or changes made to these Terms, you must cease from using the Site and our Services immediately.

4. ACCESS AND CHANGES TO THE SITE AND SERVICES

4.1. Our Site is made available free of charge. We reserve the right (in our sole discretion) from time to time to change, discontinue or terminate the Site or any Services offered on it for any reason or no reason at all and without prior notice. Your continued use of the Site and Services following any changes to them, including our Terms, constitutes acceptance of those changes. You agree that we will not be liable to you or to any third party for any change to the Site, Services or any part thereof.

4.2. We do not guarantee that our Site and our Services, or any content on it, will always be available or be uninterrupted or will always be free from errors or omissions.

4.3. We may suspend or withdraw or restrict the availability of all or any part of our Site or Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

4.4. You are responsible for ensuring that all your end users are aware of these Terms and other applicable terms and conditions, and that they comply with them.

5. OPERATING SYSTEM

5.1. Use of our Site and Services will require you to have a compatible device, internet access and certain software and may from time to time require updates or upgrades of such devices and software. Hence, your ability to access and use the Site and our Services may be affected by the performance of your device, internet and software.

5.2. You acknowledge that you shall be responsible for bearing the costs of any and all system requirements as mentioned in Clause 5.1 above. We shall not be liable for any loss or damage you incur in the event that you are unable to access our Site or use our Services due to not having the appropriate system requirements.

6. ACCOUNT REGISTRATION

6.1. In using certain features of our Site, you may be asked to register for an Account and provide certain information about yourself as prompted by the Account registration form. In doing so, you represent and warrant that:

6.1.1. all required registration information you submit is truthful and accurate; and

6.1.2. you will maintain the accuracy of such information.

6.2. In addition to Clause 6.1 and without prejudice to Clause 10.3, you also warrant that you are at least 16 years of age. This age is subject to the laws of the country you are from and therefore may be higher (but never lower) than our required age.

6.3. Where necessary and pursuant to our account registration process, we may, and are entitled to, request any additional necessary information from you. We shall reserve our right to reject any registration request at our own discretion with or without providing a reason.

6.4. You acknowledge that the detail and information you submit upon registration is your responsibility and is submitted at your own risk.

6.5. You are responsible for keeping your Account details accurate and up-to-date. You may do so by going to your Account settings. As for other changes, you may be required to make a written request to us via email at support@matrx.io. In this case, once the request has been received, simple customer verification procedures may be conducted by us if necessary. Once the changes have been confirmed and proven, the changes shall be made.

6.6. You are responsible for maintaining the confidentiality of your Account login information including your device’s security and are fully responsible for all activities that occur under it. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

6.7. You agree to immediately notify us of any unauthorised use or suspected unauthorised use of your Account or any other breach of security. If your Account has been hacked, compromised or breached in any way, please contact us immediately at support@matrx.io or via the Site.

6.8. These Terms will remain in full force and effect while you use any part of the Site or our Services. We may suspend or terminate your rights to use the Site (including your Account) and our Services at any time for any reason at our sole discretion, including for any use of the Site or our Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and our Services will terminate immediately. You agree that any termination of your Account may involve deletion of user content associated with your Account. We will have no liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your user content.

7. PRICE AND SERVICE ADJUSTMENTS

7.1. We reserve the rights to change the prices, subscriptions, presentations, content and any other aspect of our Services at our own discretion. This may include modifying, terminating or discontinuing any of our Services or changing the price of any of our Subscription Plans, including changing free plans to paid plans and charging for such Services. In such a case, we will not charge you any fees for your previous free Subscription Plans, unless you have been notified and you agree to pay the relevant fees. 

7.2. We may, prior to making any changes in accordance with Clause 7.1, give notice through the Site, email, social media or other means as determined by us. You may have the option to withdraw from using our Services, cancel your Subscription Plan (if any) and terminate your Account before any changes take effect subject to Clause 14.

8. PAYMENT OPTIONS AND TERMS

8.1. For the purchase of our Services, we accept:

8.1.1. Card payments; and

8.1.2. Company to company bank transfers.

8.2. In accordance with Clause 8.1.2, you will receive a quotation indicating the price of the selected Services. Upon receiving your confirmation, a purchase order will be sent to your registered email address and/or will be reflected on your Account for your payment after which will be followed by an invoice confirming your purchase.

8.3. We reserve the right to change the payment options and methods as mentioned in Clause 8.1 from time to time.

8.4. You agree that we may charge you amounts for the Services, including taxes, subscription fees, or any other fee or charge associated with your Account. Unless stated otherwise, all the prices and fees listed by us do not include taxes and regulatory fees, or any other fee or charge associated with your Account.

8.5. The Services will only be provided to you once your payment has been successful.

8.6. In case applicable, taxes and regulatory fees will be charged on the invoices issued by us according to the local laws and regulations. The taxes and regulatory fees charged may change without notice.

8.7. All the payments that you make to us shall be free and clear of any deduction or withholding, as may be required by law. If any such payment is in need of such deduction or withholding (including but not limited to domestic or cross-border withholding taxes), you will need to pay extra fees, so that we can collect the amount of fees that are equal to the amount then due and payable.

8.8. We may provide you with such tax forms in relation to Clause 8.5 above as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made to us.

8.9. You shall be solely responsible for VAT registration and for any duties concerning your financial statements. You understand that you are solely responsible for the payment of any applicable taxes. We shall not be liable for such payments.

8.10. You agree that if we are unable to collect the overdue fees from your Account, we can collect such fees through any reasonable method and you will be responsible for all the cost and expenses that relate to these sort of collections by us including collection fees, court costs and attorneys’ fees. You further agree that we may collect a penalty at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

9. TYPOGRAPHICAL ERRORS

9.1. In the event that any of our Services are mistakenly listed at an incorrect price or with incorrect specifications, we reserve the right to refuse or cancel any purchases placed for such Service listed incorrectly, whether or not the purchase has been confirmed and whether or not you have been charged for such Service. If your credit card has already been charged for the purchase and your purchase is cancelled, we shall issue you a refund (to your credit card account or otherwise) in the amount of the incorrect price.

10. USE OF THE SITE AND USER RESPONSIBILITIES

10.1. You are solely responsible for you and your end users’ use of our Services and shall abide by, and ensure compliance with, all laws in connection with you and your end users’ use, including but not limited to laws related to recording, intellectual property, privacy and export control. Use of the Site and our Services is void where prohibited.

10.2. The Services are intended for business use. You may choose to use the Services for other purposes subject to the terms and conditions within these Terms.

10.3. This Site is not intended for use by individuals under the age of 16, unless it is through an education institution using our Site for education. In this case, guardians of such individuals shall ensure they comply with these Terms and shall be responsible for such individual’s activity within our Site and for their use of our Services.

10.4. You may not:

10.4.1. use, reproduce or distribute the text, graphics, downloads, tools or any other content on the Site and our Services for any other purpose;

10.4.2. reproduce, resell, or distribute our Services or any reports or data generated by the Site and our Services for any purpose unless you have been specifically permitted to do so under a separate agreement with us;

10.4.3. display or otherwise publish our Services or any content obtained from our Services and our Site (other than content created by you) on any other website;

10.4.4. generate income from the Site or our Services by distributing our Site and Services without our permission or consent or in violation of these Terms; or

10.4.5. build, develop, produce or market a competitive product or service, or copy any features, functions or graphics of our Site or our Services.

10.5. You agree not to:

10.5.1. upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data;

10.5.2. send through the Site unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

10.5.3. use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;

10.5.4. interfere with, disrupt, or create an undue burden on Matrx’s servers, networks or Services connected to the Site, or violate the regulations, policies or procedures of such networks;

10.5.5. attempt to gain unauthorised access to certain areas of this Site (or to other computer systems or networks connected to or used together with the Site), which are restricted from your access, whether through password mining or any other means;

10.5.6. harass or interfere with any other user's use and enjoyment of the Site;

10.5.7. use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

10.5.8. modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;

10.5.9. engage in activity that is illegal, fraudulent, false, or misleading;

10.5.10. upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Matrx or other users;

10.5.11. engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Matrx's security systems; or

10.5.12. use the Services in violation of these Terms or any Matrx policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings.

10.6. You agree that you are solely responsible for complying with all applicable laws and regulations in using our Site and our Services.

10.7. In addition to Clause 10.6, you are also responsible for complying with all recording laws in choosing to record Matrx meetings and webinars. By using the Services, you are giving us consent to store recordings for any or all Matrx meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar.

11. UPLOADING CONTENT

11.1. Whenever you make use of a feature that allows you to upload content to our Site or while using our Services, or to make contact with other users of our Site, you and your end users must comply with the following terms:

11.1.1. You agree not to use the Site to collect, upload, transmit, display, or distribute any user content:

(a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

(a) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;

(b) that involves the impersonation of others, including Matrx employees, hosts or representatives, as well as other users or visitors on the Site;

(c) that is harmful to minors in any way; or

(d) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

11.2. You shall have sole responsibility for and hereby warrant the accuracy, quality, integrity, legality, non-infringement of any third-party intellectual property rights, reliability and appropriateness of all content or data which is uploaded to our Site. You shall indemnify us for any loss or damage we suffer as a result of your breach of this warranty. We shall not be responsible, or liable to any third party, for the content posted by you or any other user of our Site.

11.3. Any content or data you upload to our Site will be considered non-confidential and non-proprietary. Save as otherwise specified in these Terms, all intellectual property rights in the content or data you upload on our Site shall remain vested in you (or your relevant licensors). You hereby grant us a perpetual, worldwide, royalty free, non-exclusive, transferable licence to use, store, modify, copy, distribute, display, and prepare derivative works of such content. You hereby warrant to us that you have the full requisite power and authority to grant us such usage rights in the content you upload to our Site.

11.4. You shall be responsible for obtaining and maintaining all licences required for the use of the content or data you upload to our Site, including payment of all associated licence fees and other costs.

11.5. We have the right to disclose your identity to any third party who is claiming that any content or data posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.

11.6. Where necessary and pursuant to these Terms and our Privacy Policy, we may review any content and data you upload to our Site, where you are deemed to have violated any of the provisions of these Terms or have otherwise created liability for us or any other person, to investigate and/or take appropriate action against you. Such action may include removing or modifying such content, terminating your Account, and/or reporting you to law enforcement authorities, and will be taken at our own discretion and without prior notice to you.

11.7. You are solely responsible for securing and backing up your content and data.

11.8. This Site may include information and materials uploaded by other users of the Site. This information and these materials have not been verified or approved by us. The views expressed by other users on our Site do not represent our views or values.

12. NOTICE AND ELECTRONIC COMMUNICATIONS

12.1. When you visit the Site or send communications either through the Site or by email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site.

12.2. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

13. DEVICE DATA, FUNCTIONS AND ACCESS

13.1. To operate the Site efficiently and to the best of its potential ability and functionality, we may require access to certain data and functions on your device, which includes, but is not limited to, your device’s network (cellular data and WiFi), photos, videos, camera, documents, location data, microphone, calendar, storage and log issue subject to Clause 13.2.

13.2. We will ask your consent before accessing each such data set and function on your device as mentioned in Clause 13.1. If you provide your consent with respect to a data set or function, we will remember this and not ask you again with respect to the same data set or function. You can withdraw your consent at any time by accessing your Account in the Site and/or via the settings of your device.

14. TERM AND TERMINATION

14.1. These Terms shall form the entire agreement between you and us in relation to your use of our Site and our Services and it shall be in place for as long as you are accessing and/or utilising the Site or our Services and until these Terms have been terminated in accordance with this Clause 14.

14.2. In accordance with Clause 14.1, these Terms shall only be rendered terminated when you cease your use of our Site and our Services or by closing your Account with us. Mere cancellation of your Subscription Plan (if any) shall not constitute termination of these Terms.

14.3. The termination of your Subscription Plan can be done depending on the type of plan you hold as detailed below:

14.3.1. Online users: If you have purchased a Subscription Plan for the use of our online Services, you may terminate your subscription via online cancellation on the Site.

14.3.2. Offline users: If you have purchased a Subscription Plan for the use of our offline Services such as Matrx IdeaHub, you will be notified of the expiry of the service contract agreed initially prior to its end date. Non-renewal of the same shall be regarded as subscription cancellation.

14.4. Following Clause 14.3, we shall have the discretion to allow you to use our Services until your current Subscription Plan expires or issue you a refund equivalent to the amount paid for the unused term of the Subscription Plan (excluding administration fees if any).

14.5. We shall have the right to terminate these Terms and your Subscription Plan (if any) at any time and close your Account. In the event that we do, we shall have the discretion to allow you to use the Services until your current Subscription Plan expires or issue you a refund equivalent to the amount paid for the unused term of the Subscription Plan, subject to Clause 14.6.

14.6. We may also immediately terminate these Terms and your Subscription Plan (if any) and close your Account upon the following events:

14.6.1. you commit an action deemed as gross negligence, wilful misconduct or fraud;

14.6.2. if any warranty given by you under these Terms is found to be untrue or misleading;

14.6.3. if you breach any of the provisions of these Terms; and/or

14.6.4. in accordance with Clause 24.

14.7. If we immediately terminate these Terms and your Subscription Plan due to your breach of any provisions under these Terms, we shall be entitled to retain any fees paid by you.

14.8. The rights to terminate these Terms and your Account under this Clause 14 shall not prejudice any other right or remedy of yours and Matrx in respect of the breach concerned (if any) or any other breach.

15. EFFECT OF TERMINATION

15.1. Upon the expiry of your Subscription Plan’s term (if any) and closure of your Account with us, these Terms shall be terminated and you must cease any further use of our Site and our Services.

15.2. All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of these Terms shall remain in full force and effect after termination.

15.3. Termination shall not affect or prejudice any right to damages or other remedy which we may have in respect of the event giving rise to the termination or any other right to damages or other remedy which we may have in respect of any breach of this Agreement which existed at or before the date of termination.

15.4. The termination shall not have any effect on the obligations already due between you and us.

15.5. After your Account has been terminated, you will not be able to reactivate your Account. Nevertheless, you may still reapply for another Account and we shall have sole discretion in deciding whether or not to accept any such application.

16. DISCLAIMER

16.1. THE SITE, ITS CONTENT, MATERIALS AND SERVICES ON THE SITE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MATRX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

16.2. YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER MATRX, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

16.3. The above limitations and exclusions shall apply to the maximum effect possible under the relevant law.

17. INDEMNITY AND LIMITATION OF LIABILITY

17.1. You agree to indemnify, defend, and hold harmless Matrx, its officers, directors, employees, agents, licensors and suppliers from and against any and all losses, liability, expenses, damages, claims, proceedings or costs, including reasonable attorneys' fees, and disbursements of reasonable amounts which result from any violation of these Terms or any content or activity related to your Account (including negligent or wrongful conduct) by you or your end user.

17.2. Nothing in these Terms shall limit or exclude both yours and our liability for fraud, fraudulent misrepresentation or gross negligence.

17.3. If you breach any provisions concerning Confidential Information and our Intellectual Property Rights, you acknowledge and agree that damages alone would not be an adequate remedy. Accordingly, we shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of either or both of our Confidential Information and Intellectual Property Rights by you.

17.4. We exclude all implied conditions, warranties, representations or other terms that may apply to our Site and/or our Services or any content on them.

17.5. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

17.5.1. use of, or inability to use, our Site; or

17.5.2. use of or reliance on any content displayed on our Site.

17.6. In particular, we will also not be liable for:

17.6.1. loss of profits, sales, business, or revenue;

17.6.2. business interruption;

17.6.3. loss of anticipated savings;

17.6.4. loss of business opportunity, goodwill or reputation; or

17.6.5. any indirect or consequential loss or damage.

17.7. In relation to any Service, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

17.8. We do not represent or warrant that the Site, Services, including the content within it, and any functions contained in the Site or Services will be uninterrupted or error-free, that the defects will be corrected, or that the Site or the server that makes the Site available are free of viruses or other harmful components.

18. NO RELIANCE ON INFORMATION

18.1. The content on our Site is provided for general information only. It is not intended to amount to advice (of any nature) on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.

18.2. Although we make reasonable efforts to update the information on our Site, we make no warranties, representations or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.

19. THIRD-PARTY LINKS

19.1. Where our Site may link to other sites operated by third parties, such links are provided for your information only and therefore you access them at your own risk. Even if the third party is affiliated with us, such links should not be interpreted as approval by us of those linked sites including the information you may obtain from them. We have no control over the contents of those sites or resources and such sites shall have separate privacy and data collection practices independent of Matrx.

19.2. When you click on any such links as provided by Clause 19.1, the applicable third party’s terms and policies apply. We assume no responsibility for the content of such sites or resources and we will not be liable for any loss or damage that may arise from your use of them.

19.3. We do not endorse the content or any products or services available on such third-party sites. Nonetheless, we seek to protect the integrity of our Site and the links placed upon it and therefore requests any feedback on not only our own Site, but for sites it links to as well (including if a specific link does not work).

20. CONFIDENTIALITY

20.1. You undertake that, unless an authorisation in writing has been provided by us, you shall, at all times for the duration that these Terms apply to you and after its termination:

20.1.1. keep confidential all Confidential Information;

20.1.2. not disclose any Confidential Information to any other party;

20.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms;

20.1.4. not make any copies, of, record in any way or part with possession of any Confidential Information; and

20.1.5. ensure that none of your end users does any act which, if done by you, would be a breach of the provisions of sub-Clauses 20.1.1 to 20.1.4 above.

20.2. You may disclose relevant Confidential Information to any governmental or other authority or regulatory body or any employee or officer to such extent only as is necessary for the purposes contemplated by these Terms or as required by law.

20.3. All Confidential Information disclosed by us shall remain our property. We do not grant any right of any kind which we may currently hold or may obtain pursuant to these Terms regarding Confidential Information.

20.4. Obligations and responsibilities under this Clause 20 shall remain in force even after the termination of these Terms.

20.5. We reserve all rights in our Confidential Information. No rights or obligations in respect of our Confidential Information other than those expressly stated in these Terms are granted to you, or to be implied from these Terms.

20.6. Except as expressly stated in these Terms, we do not make any express or implied warranty or representation concerning our Confidential Information.

21. INTELLECTUAL PROPERTY RIGHTS

21.1. We are the owner or the licensee of all Intellectual Property Rights in our Site, including, but not limited to Matrx™, our Services, content and the material published on it. Such works are protected by intellectual property laws and treaties around the world. All such rights are reserved. These marks may not be used without our consent on any product or service except our own.

21.2. All such content as mentioned in Clause 21.1 shall include any text, graphics, logos, button icons, images, audio clips, digital downloads and data compilations on our Site. All software used on the Site is also the property of Matrx or its software suppliers and is protected by copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.

21.3. We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes intellectual property infringement, please contact us via email at legal@matrx.io.

22. VIRUSES

22.1. We do not guarantee that our Site, including any software or content you may download in using our Services, will be secure or free from bugs or viruses. We shall not be liable for any loss or damage caused by a virus, bug or other technologically harmful material that may infect your computer equipment, programs, data or other proprietary material due to your use of our Site or to your downloading of any software or content on the Site or any other site linked to our Site.

22.2. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

23. LINKING OUR WEBSITE

23.1. You may link to our Site, provided you do so in a way that is fair and legal, in compliance with these Terms and does not damage our reputation or take advantage of it. We reserve the right to withdraw linking permission without notice.

23.2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

23.3. If you wish to link to or make any use of content on our Site other than that set out above, you will be required to obtain written approval from us first.

24. FORCE MAJEURE

24.1. We shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable control. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of Matrx.

25. ASSIGNMENT

25.1. You may not assign or transfer your rights and obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer your rights and obligations under these Terms, without such consent, will be null and of no effect.

25.2. We may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

26. ENTIRE AGREEMENT

26.1. These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Site and our Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the Site and our Services.

27. WAIVER

27.1. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

27.2. A failure or delay by us to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

28. MODIFICATION AND SEVERABILITY OF TERMS

28.1. If any provision in these Terms is invalid, illegal or unenforceable, then it shall be deemed modified to the extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted and the remainder of these Terms shall remain in full force and effect.

29. GOVERNING LAW AND JURISDICTION

29.1. These Terms, including its subject matter and its formation, your use of the Site and our Services (and any non-contractual disputes or claims) are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms, its subject matter or formation, your use of the Site and our Services (including any non-contractual disputes or claims).

30. QUESTIONS AND FEEDBACK

30.1. We welcome your questions, comments, and concerns about the Site. Please send us any and all feedback pertaining to the Site to contact@matrx.io.