Matrix Requirements General Terms and Conditions

1. INTRODUCTION

We care about your success and believe in establishing genuine long-term relationships with our customers, which is why it is important to us that our terms are plain and clear. Should you nevertheless have any questions or concerns about this document, please call us at +49 7802 931 4892 or send us an e-mail via our contact form. Also, look at our company page to get to know us a little better. 

2. WHEN DO THESE TERMS APPLY?

2.1 “Matrix Requirements” or “we” refers to Matrix Requirements GmbH (contact information) its affiliates and agents. Matrix Requirements offers B2B software as a platform for design control and quality management of medical devices. These General Terms and Conditions (“GTC”) apply to all current and future business relationships between Matrix Requirements and clients or customers (“Customers” or “you”). 

2.2 By entering into a business relationship with Matrix Requirements or accessing or using Matrix Requirements products in any way, whether you have created your own Matrix Requirements products site (by a subscribing to our services) or are invited to someone else's site as a project member, or are just browsing around, you agree to the terms and conditions written in this document. 

2.3 Whenever a software of third-party manufacturers is included in the scope of the contract, the license provisions of such manufacturer are also part of the contract and shall be complied with by the Customer.

2.4 Other terms and conditions, unless approved in writing by Matrix Requirements, do not apply.

2.5 Your access and use of Matrix Requirements products is always subject to the most current version of this document. We will notify you as a contracting party every time we make a change to this document.  

3. WHICH SERVICES DO WE PROVIDE?

3.1 Rights to Use 

Matrix Requirements grants the Customer a limited, non-exclusive, non-transferable right to access and use its software products and any necessary customization via a web browser subject to these GTC. The software products may only be used for internal business purposes unless separately agreed by contract. The rights granted do not imply a transfer of title.

3.2 Matrix Requirements Materials

Matrix Requirements materials are all the information, data, documents (e.g. white papers, press releases, datasheets, FAQs etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, programs and products produced by Matrix Requirements (“Matrix Requirements Materials”). 

3.3 Delivery of the Software 

3.3.1 Matrix Requirements transfers the software products as described in the order confirmation and for the duration of the respective license. 

3.3.2 The Customer needs a modern web browser (latest version of Google Chrome or compatible (Edge, Brave, Opera), Safari, Firefox. Chrome or compatible required for administration) with cookies and JavaScript enabled. The Customer has to be able to access the Matrix Requirements products servers, on port 443 (https).

4. INTELLECTUAL PROPERTY

4.1 Matrix Requirements owns all Intellectual Property Rights in the Matrix Requirements Materials unless otherwise agreed upon in writing. The trademarks, logos and service marks displayed on the Matrix Requirements site are the property of Matrix Requirement, or other third parties. You are not permitted to use them without the prior written consent of Matrix Requirements or such third party that may own the marks.

4.2 Under no circumstances shall the Customer have the right, without Matrix Requirements written consent, to copy, modify, adapt, create derivative works based on or rent, loan or sublicense in any other way the Matrix Requirements software, to reproduce it publicly or make it accessible or available to third parties. Customer agrees not to decompile, reverse engineer or otherwise attempt to discover the source code of the software. Any copying or redistribution of the software or of parts thereof is prohibited by law and may result in severe civil and criminal penalties.

4.3 Customer agrees 

• not to remove any copyright or other proprietary notices contained in the Matrix Requirements Materials.

• not to copy or distribute any graphics in the Matrix Requirements Materials apart from their accompanying text.

• not to quote or display Matrix Requirements Materials, or any portions thereof, out of context.

4.4 Matrix Requirements does not claim intellectual property rights over data entered by his customers on Matrix Requirements products. 

By posting or submitting your user materials, you represent and warrant that you own or otherwise control all of the intellectual property rights and other rights to your user materials as described in these GTC, including all the rights necessary for you to post or submit your user materials.

In addition, by posting or otherwise submitting your user materials that contain images, photographs, pictures, videos, webcasts or that are otherwise graphical in whole or in part (“Images”), you represent and warrant that: (a) you own the copyright in such Images, or that you have obtained all necessary license(s) from the copyright owner(s) of such Images to use such Images, or portions thereof, in keeping with your use in connection with Matrix Requirements products and as otherwise permitted by these Terms of Use; (b) in the event you choose to grant licenses and sublicenses to such Images, you have the rights necessary to grant the licenses and sublicenses described in these Terms of Use; and (c) you have received consent from all persons depicted in such Images to use the Images, including the distribution, public display, public performance and reproduction of such Images.

You are responsible for all of your user materials that you submit via Matrix Requirements products. You shall assume all risks associated with the use of your user materials including any reliance on the accuracy, completeness or usefulness of your user materials. Matrix Requirements does not guarantee the accuracy, integrity or quality of your user materials.

5. HOW TO USE MATRIX REQUIREMENTS MATERIALS

The Customer agrees that he shall not:

• Use the credentials of or make your credentials available to another individual. Our licences are granted per user and can only be used by the designated individuals. Matrix Requirements will not be liable for any loss that you may incur if someone else uses your password or account with respect to the site or any services or materials, either with or without your knowledge.

• Use or attempt to gain access to another’s user or company account, password, data, or computer systems or networks connected to any Matrix Requirements Materials server.

• Use any materials in any manner that infringes any intellectual property rights or other rights of any party.

• Disrupt or interfere with the security of, or otherwise cause harm to, the Matrix Requirements products service, systems resources, accounts, passwords, servers or networks connected to or accessible through Matrix Requirements products or any affiliated or linked sites.

• Post or otherwise submit any software, programs or files that are harmful or disruptive of another's equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms.

• Disrupt, interfere or inhibit any other user from using and enjoying the Matrix Requirements products service or other affiliated or linked sites, materials or services.

• Access or use Matrix Requirements products in any manner that could damage, disable, overburden or impair any Matrix Requirements products server or the network(s) connected to any Matrix Requirements products server.

• Violate any applicable laws or regulations related to the access to or use of Matrix Requirements products, or engage in any activity prohibited by the Terms of Use.

• Violate the rights of Matrix Requirements or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

• Use any Matrix Requirements domain name as a pseudonymous return e-mail address.

6. IN CASE OF COPYRIGHT INFRINGEMENT

Matrix Requirements reserves the right to terminate the accounts of users who infringe the intellectual property rights of others.

If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on Matrix Requirements products or on sites linked to from Matrix Requirements products, please provide written notification of claimed copyright infringement to the designated agent for Matrix Requirements products (identified below), which must contain the following elements:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;

• A description of the copyrighted work or works that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;

• A description of where the content that you claim is infringing is located on Matrix Requirements products;

• Information sufficient to permit Matrix Requirements to contact you, such as your physical address, telephone number, and e-mail address;

• A statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;

• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

• Matrix Requirements' designated agent for notice of claims of copyright infringement can be reached as follows: https://matrixreq.com/legal.

7. PAYMENT

7.1. The monthly license fees owed by the Customer to Matrix Requirements are stated in the contract. They are to be paid by credit card, with automatic renewal, unless another payment option has been agreed individually. 

7.2 The license fee is due monthly in advance, unless otherwise agreed. You will be automatically in default 30 days after the receipt of the invoice, without requiring a reminder. If you are in default with the payment of the license fees, Matrix Requirements is entitled to charge interest at the rate of nine percent of the then current basic rate of interest in accordance with Sec. 288 para. 2 German Civil Code (“BGB”). However, we reserve the right to claim further damages.

7.3 Matrix Requirements may suspend the service until the fees are paid. No prior notice is required in this case.

8. SERVICE LEVEL AGREEMENT 

8.1 Service Level Commitment 

8.1.1 During the Subscription Term for which Matrix has agreed to provide a relevant SaaS product to you, we will use commercially reasonable efforts to provide a Monthly Uptime Percentage to you of at least 99.9% ("Service Level Commitment"). Monthly Uptime Percentage means the number of minutes the Services are accessible and not suffering from a Service Outage as reported to Matrix Requirements by the Customer during each calendar month, divided by the total number of minutes in the calendar month.

8.1.2 The Service Level Commitment does not include unavailability due to: 

(a) the Customer’s use of the SaaS products in a manner not authorized in the GTC or not in accordance with the applicable documentation; 

(b) force majeure events or other factors outside of Matrix Requirements reasonable control, including, without limitation, Internet access, denial of service attacks, or related problems; 

(c) the Customer’s equipment, software, network connections or other infrastructure; 

(d) the Customer’s abnormal use of the application, either directly or through the REST API,; 

(e) third-party equipment, apps, add-ons, software or technology (other than Matrix Requirements agents and subcontractors); or 

(f) routine scheduled maintenance or reasonable emergency maintenance. 

8.2 Service Credit

8.2.1 If Matrix Requirements fails to meet a Service Level Commitment in a particular calendar month, the Customer can be entitled to a credit based on (a) the monthly fees invoiced for the affected SaaS product he has provisioned in the month of failure, if he has a monthly subscription plan or (b) one twelfth of annual fees invoiced for the affected SaaS product he has provisioned if he meets the requirements as set forth in clause 9.2.2.

8.2.2 To receive a Service Credit, the Customer has to submit a request for Service Credit within fifteen (15) days after the end of the relevant calendar month. Therefore, the Customer must submit a ticket at https://support.matrixreq.com, and provide any other reasonably requested information or documentation. Matrix Requirements monitoring and logging infrastructure is the source of truth for determining Monthly Uptime Percentage, errors and whether it has met the Service Level Commitment. All calendar months will be measured in the UTC time zone.

8.2.3 The Service Credit will be calculated like this:

8.2.4 Matrix Requirements will apply each Service Credit against a future payment otherwise due from the Customer for the affected SaaS product, provided that the Customer’s account is fully paid up, without any outstanding payment issues or disputes. No refunds or cash value will be given for unused Service Credits. Matrix Requirements reserves the right to deny a Service Credit if the Customer does not qualify for one. 

8.2.5 Service Credits are the Customers sole and exclusive remedy, and Matrix Requirements sole and exclusive liability, for Matrix Requirements failure to meet the Service Level Commitment.

8.3 Exclusion of Service Credit 

The Customer will not be entitled to a Service Credit if he is in breach of the GTC. No Service Level Commitment or Service Credits are provided for free, proof-of-concept, beta or trial services. 

9. WARRANTIES

9.1 Matrix Requirements provides its services according to the generally accepted rules of technology at the time of the placing of the order and with the care customary within the industry.

9.2 For the rights of the Customer in the case of material and legal defects of the contract software products, the statutory regulations at the time of the claim apply, unless otherwise defined below.

9.3 The Matrix Requirements products service and Matrix Requirements Materials are provided by Matrix Requirements under these terms of use “as is” without warranty of any kind, either express or implied, statutory, or otherwise, regarding any matter. No advice or information, whether oral or written, obtained by you from Matrix Requirements or via the site, services or materials shall create any warranty not expressly stated in the terms of use.

9.4 We do however provide a test plan to our users to validate (per ISO 13485) that their use of our system fit their needs.

9.5 The Customer is obliged to disclose any errors to Matrix Requirements immediately in writing (text form is sufficient), describing how the defect is manifested, what its effects are and under what circumstances it occurs. The Customer shall grant Matrix Requirements a reasonable time to eliminate the error.

10. LIMITATION OF LIABILITY

10.1 Matrix Requirements is fully liable for losses caused intentionally or with gross negligence by Matrix Requirements, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.

10.2 Matrix Requirements is fully liable in case of death, personal injury or damage to health that may be caused by the intent or negligence of Matrix Requirements, its legal representatives or assistants in performance.

10.3 Matrix Requirements is fully liable in accordance with the German Product Liability Act in the event of product liability.

10.4 Matrix Requirements is liable for losses caused by the breach of its substantial contractual obligations (“Kardinalpflichten”). Substantial contractual obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Customer may rely. If Matrix Requirements breaches its substantial contractual obligations through simple negligence, the liability of Matrix Requirements shall be limited to compensation for the foreseeable, typically occurring damage.

10.5 Matrix Requirements is liable for losses arising from the lack of any warranted characteristics (“zugesicherte Eigenschaften”) up to the amount which is covered by the purpose of the warranty (“Zusicherung”) and which was foreseeable for Matrix Requirements at the time the warranty was given. 

10.6 Matrix Requirements is liable for loss of data only up to the amount of typical recovery costs, which would have arisen had proper and regular data backup measures been taken.

10.7 The strict liability of Matrix Requirements in accordance with Sec. 536, 536 a para. 1 German Civil Code (BGB) for contract software products errors already present at the point of contract conclusion is excluded.

10.8 Any more extensive liability of Matrix Requirements is excluded. 

10.9 You are obliged to minimize damage, which occurs under your control.

11. INDEMNITY

You agree to indemnify and hold Matrix Requirements and its officers, co-branders, other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to:

• your user materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through Matrix Requirements products, including a third party's use of such user materials or content (e.g. reliance on the accuracy, completeness or usefulness of your user materials);

• your access to or use of Matrix Requirements products (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with Matrix Requirements products);

• your connection to Matrix Requirements products;

• your violation of the Terms of Use;

• the actions of any member of your work group, including non-logged in users you have granted access to your Matrix Requirements products site;

• your infringement of any third party's intellectual property rights when using any of the software made available on Matrix Requirements products;

• your violation of any rights of any third party;

• your access to or use of linked sites and your connections thereto; or

• any dealings between you and any third parties advertising or promoting via Matrix Requirements products.

12. RESTRICTION AND TERMINATION OF USE

12.1 If you breach any of the terms and conditions in this document, your authorization to access or use Matrix Requirements products automatically terminates. Any materials downloaded or printed from Matrix Requirements products in violation of the Terms of Use must be immediately destroyed. 

12.2 In case of severe breach of contract from your side, Matrix Requirements may block or restrict your access to all or part of Matrix Requirements products. This will be done only after repeated warnings from us. In this case, the data will not be deleted from our servers, in the hope the situation will be resolved.

12.3 Severe breaches of contract include but are not restricted to:

• non-payment;

• hacking attempts from your employees; and

• reuse of the same credentials from different people at the same time.

12.4 If you think we removed your access by mistake, get in touch and we'll either give you our reasoning or restore access without losing any of your data.

12.5 We reserve our right to extraordinary termination on serious grounds, particularly if you produce so called pirate copies of Matrix Requirements products, distribute the products without authority, fail to prevent unauthorized access, decompile the products without authority, are in default of payment by more than two months of license fees, infringe against substantial provisions of our Terms and Conditions and/or contract despite warning, continue to use the products for other than the contractual purposes despite warning.

12.6 In case of termination prior to end of term, the entire license fee for the remaining contract term shall remain due. Repayment of license fees already paid or a reduction of license fees due at the end of the contract is excluded.

13. SUPPORT

Support for Matrix Requirements products is provided via email, phone or chat (see contact information). We also continuously update the Matrix Requirements products Documentation so that users can help themselves and subscription owners are better equipped to help their users. We take pride in providing excellent customer support, but we are also a small team. This means that although we'll try our best, we do not guarantee 24 / 7 support.

14. DATA BACKUP

We have an hourly backup to 3 servers every hour. We keep hourly backups for 3 days, then daily backups for 30 days, then weekly backups for 6 months.

The backup data from our US customers are encrypted and send to 3 different backup servers in the US. The backup data from our non-US customers are encrypted and send to 3 different backup servers located in Europe.

15. GENERAL PROVISIONS

15.1 Applicable Law

All matters relating to your access to, or use of Matrix Requirements products shall be governed exclusively by the statues and laws of Germany. 

15.2 Place of performance and Jurisdiction

Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the contract and these GTC shall be the registered office of Matrix Requirements at Kehl, Baden-Württemberg (Germany). 

15.3 Amendments

Amendments and supplements to these GTC shall be in writing and may be waived through separate arrangement in writing only. The individual contract concluded by the parties and the GTCs incorporated into the contract constitute the complete and exclusive statement of the agreement between the contractual parties related to the subject matter of the contract. 

15.4 Severability

If any provision of these GTC is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of these GTC. The invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in cases of contractual gaps.