MATRIFY Terms of Service

By using the MATRIFY.com web site ("Service"), or any services of MATRIFY e. K. ("MATRIFY"), you are agreeing to be bound by the following terms and conditions ("Terms of Service"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

If MATRIFY makes material changes to these Terms, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.matrify.com/en/terms

Violation of any of the terms below will result in the termination of your Account. While MATRIFY prohibits such conduct and Content on the Service, you understand and agree that MATRIFY cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

These Terms of Service, together with our Privacy Policy and any other terms specifically referred to in any of those documents, constitute a legally binding agreement (the "Agreement") between you and MATRIFY in relation to your use of the Website, Apps and Services (together, the "Platform").

A. Account Terms

  1. You must be 13 years or older to use this Service.

  2. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.

  3. You must provide your name, a valid email address, and any other information requested in order to complete the signup process.

  4. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.

  5. You are responsible for maintaining the security of your account and password. MATRIFY cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

  6. You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).

  7. One person may not maintain more than one free account.

  8. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).

B. API Terms

Customers may access their MATRIFY account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses MATRIFY, is bound by these Terms of Service plus the following specific terms:

  1. You expressly understand and agree that MATRIFY shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MATRIFY has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.

  2. Abuse or excessively frequent requests to MATRIFY via the API may result in the temporary or permanent suspension of your account's access to the API. MATRIFY, in its sole discretion, will determine abuse or excessive usage of the API. MATRIFY will make a reasonable attempt via email to warn the account owner prior to suspension.

  3. MATRIFY reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

C. Payment, Refunds, Upgrading and Downgrading Terms

  1. All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information.

  2. An upgrade from the free plan to any paying plan will immediately bill you.

  3. For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

  4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only the European Union for VAT.

  5. For any upgrade or downgrade in plan level while on a monthly billing cycle, the credit card that you provided will automatically be charged the new rate on your next billing cycle.

  6. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. MATRIFY does not accept any liability for such loss.

D. Cancellation and Termination

  1. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Account link in the global navigation bar at the top of the screen. The Account screen provides a simple no questions asked cancellation link.

  2. All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is canceled.

  3. If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.

  4. MATRIFY, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other MATRIFY service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. MATRIFY reserves the right to refuse service to anyone for any reason at any time.

  5. Except for paid accounts, MATRIFY reserves the right to terminate and delete your account if you haven't accessed our Services for 3 consecutive months. We provide you with notice via the email address associated with your account before we do so.

E. Modifications to the Service and Prices

  1. MATRIFY reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

  2. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the MATRIFY Site (matrify.com) or the Service itself.

  3. MATRIFY shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

F. Copyright and Content Ownership

  1. We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by setting your databases to be viewed publicly, you agree to allow others to view your databases.

  2. MATRIFY does not pre-screen Content, but MATRIFY and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

  3. You shall defend MATRIFY against any claim, demand, suit or proceeding made or brought against MATRIFY by a third-party alleging that Your Content, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law, and shall indemnify MATRIFY for any damages finally awarded against, and for reasonable attorney's fees incurred by, MATRIFY in connection with any such claim, demand, suit or proceeding; provided, that MATRIFY (a) promptly gives You written notice of the claim, demand, suit or proceeding; (b) gives You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases MATRIFY of all liability); and (c) provides to You all reasonable assistance, at Your expense.

  4. The look and feel of the Service is copyright ©2016 MATRIFY e. K. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from MATRIFY.

G. Disclaimer

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS OR OTHERWISE, ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS".

WHILST MATRIFY USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO MATRIFY'S ATTENTION, MATRIFY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. MATRIFY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MATRIFY DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

MATRIFY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

H. Limitation of Liability

IN NO EVENT SHALL MATRIFY'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE GREATER OF 100 EURO OR THE AMOUNTS (IF ANY) PAID BY YOU TO MATRIFY DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. MATRIFY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

  1. ANY LOSS OR DAMAGE ARISING FROM:

    (A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;

    (B) ANY CHANGES THAT MATRIFY MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

    (C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY'S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY MATRIFY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;

    (D) ANY ERRORS OR OMISSIONS IN THE PLATFORM'S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;

    (E) YOUR FAILURE TO PROVIDE MATRIFY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;

  2. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

  3. ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF MATRIFY BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND MATRIFY AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO MATRIFY AS SOON AS POSSIBLE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MATRIFY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND MATRIFY, AND THAT MATRIFY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF MATRIFY, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS: (I) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

I. General Conditions

  1. Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.

  2. Support for MATRIFY services is only available in English, via email.

  3. You understand that MATRIFY uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

  4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, MATRIFY, or any other MATRIFY service.

  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by MATRIFY.

  6. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

  7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any MATRIFY customer, employee, member, or officer will result in immediate account termination.

  8. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

  9. You must not transmit any worms or viruses or any code of a destructive nature.

  10. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by MATRIFY) of other MATRIFY customers, we reserve the right to immediately disable your account or throttle your access until you can reduce your bandwidth consumption.

  11. The failure of MATRIFY to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and MATRIFY and govern your use of the Service, superseding any prior agreements between you and MATRIFY (including, but not limited to, any prior versions of the Terms of Service).

J. Applicable Law and Jurisdiction

Except where otherwise required by the mandatory law of the United States or any member state of the European Union

(i) this Agreement is subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law); and

(ii) you hereby agree, and MATRIFY agrees, to submit to the exclusive jurisdiction of the courts in Berlin, Germany for resolution of any dispute, action or proceeding arising in connection with this Agreement.

The foregoing provisions of this Applicable Law and Jurisdiction section do not apply to any claim in which MATRIFY seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by MATRIFY or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against MATRIFY, including with respect to Your Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

K. Disclosures

The services hereunder are offered by MATRIFY e. K., a company incorporated under the laws of Germany and with its main place of business at Pappelallee 78/79, 10437 Berlin, Germany. You may contact us by sending correspondence to the foregoing address or by emailing us at support@matrify.com.