Terms of Service
These Terms of Service are the agreement between you and Mtrix for using our analytics and experimentation platform. They set out what we provide, what you agree to, and how we handle data, fees, liability, and disputes.
1. Introduction & structure
These Terms are the contract between your organisation and Mtrix. They fold in a few companion documents — your Order Form, our Data Processing Addendum, and our Acceptable Use Policy — and tell you which one wins if they ever disagree. By using Mtrix, you agree to all of them.
These Terms of Service (the Terms) are a binding agreement between Mtrix Inc., a company established in Estonia with its registered office at Tornimäe tn 5, Kesklinna linnaosa, Tallinn, Harju maakond, 10145, Estonia (Mtrix, we, us, or our), and the organisation or individual that purchases or accesses the Services (Customer, you, or your). Mtrix has operated since 2022.
Mtrix is an all-in-one analytics and experimentation platform for ecommerce and direct-to-consumer brands. You install our JavaScript SDK on your own store or website, and we ingest and process your visitors' behavioural data on your behalf so you can measure, test, and improve your business.
Acceptance
You accept these Terms when you sign an Order Form that references them, click a button indicating acceptance, or access or use the Services. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation, and you and Customer refer to it. If you do not have that authority, or you do not agree, you must not use the Services.
Documents that make up this agreement
The complete agreement between you and Mtrix (the Agreement) consists of:
- these Terms;
- each Order Form or online checkout you complete with us;
- any Product-Specific Terms that apply to a particular module, plan, or feature;
- our Data Processing Addendum (the DPA);
- our Acceptable Use Policy (the AUP); and
- the Documentation we make generally available for the Services.
Our Privacy Policy and Security page describe, respectively, how we handle data for which we are an independent controller and the technical and organisational measures we maintain. The DPA is self-executing: it applies to all plans by default, without a separate signature, and governs our processing of personal data on your behalf.
Order of precedence
If there is a conflict between these documents, the following order controls, from highest to lowest:
- the applicable Order Form;
- Product-Specific Terms;
- the DPA (for any conflict about the processing of personal data);
- these Terms; then
- the AUP.
Two clarifications. The DPA prevails over these Terms on any conflict that concerns the processing of personal data, so your data-protection rights are never reduced by the body of these Terms. The AUP controls over these Terms only to the extent strictly necessary to resolve a direct conflict; otherwise these Terms govern.
Eligibility
You must be at least 18 years old and have the legal capacity to enter into this Agreement. You may not use the Services if you are barred from doing so under applicable export-control or sanctions laws (see section 17). Capitalised terms not defined here have the meaning given in our DPA.
2. Definitions
The following terms have these meanings when capitalised in the Agreement.
- Affiliate
- An entity that controls, is controlled by, or is under common control with a party, where "control" means more than 50% of the voting interests.
- Aggregated / De-identified Data
- Data derived from Customer Content or Usage Data that has been aggregated and de-identified so that it can no longer reasonably be used to identify the Customer, any Authorized User, or any End User. See section 7.
- Authorized User
- An employee, contractor, or agent of the Customer whom the Customer permits to access the Services under its account.
- Beta Services
- Services, modules, or features that we make available on a pre-release, trial, evaluation, "early access", or "beta" basis, identified as such.
- Customer Account Data
- Data about the Customer and its team — administrator names, emails, login credentials, and billing details — for which Mtrix acts as an independent controller. See our Privacy Policy.
- Customer Content
- All data, content, and configuration that the Customer or its Authorized Users submit to or generate through the Services, including Customer End-User Data and any content created with the website / CMS builder.
- Customer End-User Data
- Data about the Customer's End Users that Mtrix processes on the Customer's behalf — analytics and clickstream events, session recordings (masked DOM interactions), experiment-exposure metadata, performance and error / stack-trace telemetry, device, browser and OS details, IP address and derived city / region / country, timestamps, and URLs. Mtrix is a processor or sub-processor for this data.
- Documentation
- The user guides, technical documentation, and policies we make generally available for the Services.
- End User
- A visitor to, or user of, the Customer's own store, website, or application.
- Order Form
- An ordering document or online checkout that records the Services purchased, the plan, the fees, and the Subscription Term.
- Personal Data
- Information relating to an identified or identifiable natural person, as defined under applicable data-protection law.
- Prohibited Data
- Categories of data the Customer must not submit to the Services unless expressly agreed in writing — including special-category / sensitive data, health information subject to HIPAA, full payment-card numbers, government identifiers, account credentials, and children's data. See section 5 and the AUP.
- Services
- The Mtrix platform, JavaScript SDK, APIs, session-replay renderer, and related modules, software, and Documentation that we make available under the Agreement.
- Service Operations Data
- Narrow telemetry Mtrix uses to secure, operate, debug, bill, and improve the Services (for example, security and fraud signals and product-usage logs), for which Mtrix acts as an independent controller.
- Sub-processor
- A third party engaged by Mtrix to process Customer End-User Data in connection with the Services. Our current Sub-processors are listed in Annex III of the DPA.
- Subscription Term
- The period stated on the Order Form during which the Customer is licensed to use the Services, including any renewals.
- Usage Data
- Data about how the Customer and its Authorized Users access and use the Services, generated as a by-product of providing the Services.
3. The Services, subscriptions & access
We grant you a subscription to use Mtrix for your business. Add as many Authorized Users as your plan allows, and keep their credentials safe. Free and Beta features come "as is" and can change.
Licence to use the Services
Subject to the Agreement and your payment of the applicable fees, Mtrix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term, solely for your internal business purposes and in accordance with the Documentation, your plan, and any Order Form. This includes the right to install our JavaScript SDK on web properties that you own or are authorised to operate.
Authorized Users
You may permit your Authorized Users to use the Services under your account, up to any seat or usage limits in your plan. Each Authorized User must keep their credentials confidential and must not share them. You are responsible for all activity under your account and for your Authorized Users' acts and omissions as if they were your own, and you must ensure they comply with the Agreement. Notify us promptly at security@mtrix.io if you suspect unauthorised access.
Plans, free tiers, trials, and Beta Services
We offer the Services on different plans, which may include free tiers, trials, and Beta Services. Free tiers, trials, and Beta Services are provided "as is" and "as available", are excluded from any service-level commitments and the warranty in section 11, may be changed, limited, or discontinued at any time, and are subject to the reduced liability cap in section 12. Beta Services are pre-release, may be unstable or incomplete, and are our Confidential Information under section 8. Any feedback you give us on Beta Services is covered by section 8.
Fair use and capacity
Your use is subject to the limits of your plan and to fair use. To protect platform integrity and other customers, we may apply reasonable technical limits and may rate-limit or throttle excessive ingestion, as described in the AUP.
Changes to the Services
We continuously improve the Services and may add, modify, or remove features. We will not, during a paid Subscription Term, make changes that materially reduce the core functionality you are paying for, except where required by law, security, or a third-party or AI-provider's terms (see section 15).
4. Acceptable use & restrictions
The full list of don'ts lives in our Acceptable Use Policy. The headline rule: only track, record, or test people where you have given the notices and obtained any consent the law requires.
Your use of the Services is governed by our Acceptable Use Policy, which is incorporated into these Terms. You are responsible for ensuring that you and your Authorized Users comply with it. In addition, you must not, and must not permit anyone to:
- copy, modify, or create derivative works of the Services, or reverse engineer, decompile, or disassemble any part of them, except to the limited extent applicable law expressly permits despite this restriction;
- resell, sublicense, rent, lease, time-share, or operate the Services as a service bureau for a third party, or otherwise make them available to anyone other than your Authorized Users;
- circumvent or disable any usage limits, metering, security, or access controls;
- probe, scan, or test the vulnerability of the Services, breach authentication or rate-limiting, or conduct penetration testing without our prior written consent;
- access or extract data from the Services other than through published APIs and supported interfaces, including by scraping or automated means;
- introduce malware, or use the Services to transmit unlawful, infringing, or harmful content;
- use the Services to build a competing product or service, or to benchmark for that purpose; or
- remove, obscure, or alter any proprietary notices.
Tracking, recording, and testing require notice and consent
Because the Services capture End-User behaviour, you must provide all legally required notices to your End Users and obtain any consents the law requires — for cookies and similar technologies, session recording, analytics, and experimentation — before you deploy the SDK and on an ongoing basis. We provide masking and configuration tools (described in section 5), but obtaining and managing consent is your responsibility. See the DPA and our Privacy Policy for the full allocation of responsibilities.
If you breach the AUP or these Terms in a way that creates a security, legal, or operational risk, we may suspend the affected use as described in section 10.
5. Customer data, privacy & data-protection roles
You own your data. We process your End-User Data only as your processor under the DPA, and we never sell it or share it for ad targeting. By default we mask sensitive inputs in session recordings and scrub error data for personal information. You agree not to send us prohibited data.
Our roles
For Customer End-User Data, you are the controller (or a processor acting for your own clients) and Mtrix is your processor (or sub-processor). For Customer Account Data and Service Operations Data, Mtrix acts as an independent controller, as described in our Privacy Policy. Our processing of personal data on your behalf is governed by the DPA, which prevails over these Terms on any data-protection conflict.
Ownership and licence
As between the parties, you retain all right, title, and interest in your Customer Content, including Customer End-User Data and any content you create with the website / CMS builder. You grant Mtrix a worldwide, non-exclusive licence to host, store, process, transmit, and display Customer Content solely to provide, maintain, secure, and support the Services in accordance with your instructions and the Agreement, and to create Aggregated / De-identified Data as permitted by section 7. We will not sell your Customer End-User Data, and we will not share it for cross-context behavioural advertising.
Your representations
You represent that you have all rights, consents, notices, and lawful bases necessary for Mtrix to process Customer End-User Data as contemplated by the Agreement, and that your instructions and configuration are lawful. Your use of the Services constitutes your documented instructions to us under the DPA.
Prohibited Data
You must not submit Prohibited Data to the Services unless we have expressly agreed in writing (for example, under a HIPAA Business Associate Agreement for eligible enterprise customers). Prohibited Data includes special-category or sensitive personal data, health information subject to HIPAA, full payment-card numbers and other data subject to PCI DSS, government identifiers, account credentials, and children's data. The AUP sets out the full list.
Session-replay masking and sensitive inputs
By default, and to protect End Users:
-
Mtrix masks the contents of text inputs, form fields, and payment fields, and never captures
passwords or fields carrying standard sensitive attributes such as
type=passwordorautocomplete=cc-*; - these sensitive inputs are suppressed on the End User's device before any data leaves the browser, so Mtrix never receives them;
-
you can tighten or loosen capture using CSS-selector blocklists and allowlists and the
data-mtrix-maskanddata-mtrix-unmaskattributes — you are responsible for configuring masking and for obtaining any required consent; and - error and performance payloads, including stack traces and request and response bodies, are scrubbed for personal data by default.
The DPA describes these commitments in full, and our Security page and Privacy Policy describe how the relevant data is protected and used.
6. Mtrix IP & reservation of rights
As between the parties, Mtrix and its licensors own all right, title, and interest, including all intellectual-property rights, in and to the Services — the platform, the JavaScript SDK, the session-replay renderer, the APIs, all software, models, algorithms, and the Documentation, together with their structure, organisation, and look and feel. Except for the limited licence expressly granted in section 3, no rights are granted to you, whether by implication, estoppel, or otherwise, and all rights not expressly granted are reserved.
"Mtrix", the Mtrix logo, and our other names and marks are trademarks of Mtrix. The Agreement does not grant you any right to use them, except that you may make factual, non-misleading references to your use of the Services. We may use Aggregated / De-identified Data and Usage Data as set out in section 7, and we own any feedback licence granted under section 8.
7. Usage data & aggregated / de-identified data
We learn from how the platform is used so we can run, secure, and improve it — but only in aggregated, de-identified form that cannot be traced back to you or your visitors, and we never sell it.
Mtrix may collect and use Usage Data and Service Operations Data to operate, secure, support, bill for, troubleshoot, and improve the Services. Mtrix may also create Aggregated / De-identified Data from Customer Content and Usage Data. Once data has been aggregated and de-identified, it is no longer Personal Data, and Mtrix owns it and may use it to develop, benchmark, and improve its products and services. In doing so, Mtrix will ensure that, at all times:
- the data is both aggregated and de-identified so that it cannot reasonably be used to identify you, any Authorized User, or any End User;
- Mtrix does not attempt to re-identify any individual or the Customer from it;
- Mtrix does not sell it; and
- Mtrix does not disclose it in any form that identifies you or your End Users.
Customer End-User Data is not used to train third-party foundation models. The DPA sets out our machine-learning and no-training commitments in full.
8. Confidentiality & feedback
Both sides keep each other's confidential information private. If you send us product feedback, we can use it freely.
Confidential Information
Confidential Information means non-public information that one party (the Discloser) discloses to the other (the Recipient) that is marked confidential or that a reasonable person would understand to be confidential. It includes the non-public features and performance of the Services, pricing, security information, Beta Services, and Customer Content. Confidential Information does not include information that the Recipient can show is or becomes public through no fault of its own, was already known to it without a duty of confidentiality, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction.
Obligations
The Recipient will use the Discloser's Confidential Information only to perform under the Agreement, will protect it with at least the same care it uses for its own confidential information (and never less than reasonable care), and will limit access to employees, contractors, and advisers who need it and are bound by confidentiality obligations at least as protective as these. If the Recipient is legally compelled to disclose Confidential Information, it may do so, but will give the Discloser reasonable prior notice where lawful and disclose only what is required. These obligations last for the term of the Agreement and for three years afterwards, except for trade secrets, which remain protected for as long as they remain trade secrets under applicable law.
Feedback
If you or your Authorized Users give us suggestions, ideas, or other feedback about the Services, you grant Mtrix a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use and incorporate that feedback into our products and services without restriction, attribution, or obligation to you.
9. Fees, payment, taxes & renewals
You pay the fees on your Order Form or plan. Usage-based fees are metered. Subscriptions renew automatically, and we give you at least 30 days' notice before any price increase. You have 60 days to flag a billing error.
Fees and metering
You agree to pay the fees set out in your Order Form or published plan. Fees are payable in advance unless stated otherwise. Some fees are metered by usage — for example, by the number of tracked events, monthly experiment-exposed users, session replays recorded or stored, and API calls. Usage above your plan's included volume is billed as overage at our then-current rates, or moves you to the next tier, as described in your plan or Order Form.
Payment and taxes
You authorise us to charge your designated payment method on a recurring basis for all fees. Invoiced amounts are due within the period stated on the Order Form. Fees are exclusive of taxes; you are responsible for all sales, use, VAT, and similar taxes, excluding taxes on Mtrix's net income. Where a reverse-charge mechanism applies, you are responsible for self-accounting for VAT. Late or unpaid amounts may accrue interest at the maximum rate permitted by Estonian law, and we may suspend the Services for non-payment after giving you notice and a chance to cure.
Renewals and price changes
Unless your Order Form says otherwise, subscriptions renew automatically for successive periods equal to the prior Subscription Term, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. We will give you at least 30 days' notice before any price increase that would take effect at renewal.
Refunds and billing disputes
Except as expressly stated in the Agreement or required by law, fees are non-refundable, and there are no credits for partial periods or for downgrades taken mid-term. If you believe an invoice is incorrect, you must notify us in good faith within 60 days of the invoice date; otherwise you waive the dispute. You must pay all undisputed amounts when due.
10. Term, termination, export & deletion
Subscriptions run for the term on your Order Form. Either side can end the Agreement for an uncured material breach after 30 days. When it ends, you have 30 days to export your data, and we delete it from active systems within 90 days.
Term
The Agreement begins on the effective date of your first Order Form and continues for the Subscription Term, renewing as described in section 9 until terminated as set out here.
Termination for cause
Either party may terminate the Agreement (or the affected Order Form) if the other materially breaches it and fails to cure the breach within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent, ceases business, or is subject to bankruptcy or similar proceedings that are not dismissed within 60 days.
Suspension
We may suspend your access to the Services, in whole or in part, if you fail to pay after notice, if your use breaches the AUP or these Terms in a way that poses a security, legal, or operational risk, if we are legally compelled to do so, or if your use threatens the platform or other customers. Because the Mtrix SDK runs on live storefronts, we will, where practicable, use the narrowest and least disruptive suspension that addresses the issue, and we will restore access once the cause is resolved. The AUP describes our enforcement approach.
Data export and deletion
On termination or expiry, your licence to use the Services ends and all accrued fees become due. For 30 days after termination or expiry, you may export your Customer Content through the product or API, or request an export from us. After that window, Mtrix will delete or de-identify Customer Content in its active and production systems within 90 days, and backups will purge on our standard backup cycle within a further 90 days. We may retain data where required by law — including the accounting and tax records we must keep for the life of the account plus up to 7 years under Estonian law — or where it is subject to a legal hold, in which case the retained data remains protected and is used only for that purpose. The DPA governs the deletion of personal data and prevails on any conflict.
Survival
The sections that by their nature should survive termination do so, including sections 5 (ownership), 6 (IP), 7 (usage and de-identified data), 8 (confidentiality and feedback), 9 (accrued fees), 11 (disclaimers), 12 (liability), 13 (indemnification), 16 (governing law), and 17 (general).
11. Warranties & disclaimers
We promise the paid Services will materially do what our Documentation says. Beyond that limited promise, everything is provided "as is".
Mutual authority
Each party warrants that it has the authority to enter into and perform the Agreement.
Limited conformity warranty
Mtrix warrants that, during the Subscription Term, the generally available Services will perform materially in accordance with the Documentation. If they do not, your exclusive remedy, and our entire liability, is that we will use commercially reasonable efforts to correct the non-conformity; and if we cannot do so within a reasonable time, you may terminate the affected Service and receive a pro-rata refund of any prepaid, unused fees for it. This warranty does not apply to issues caused by misuse, your configuration or instructions, third-party services, or any modification of the Services not made by Mtrix, and it does not apply to free tiers, trials, or Beta Services.
Disclaimer
Except for the express warranties in this section, the Services are provided "as is" and "as available". To the fullest extent permitted by law, Mtrix disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any analytics, experiment results, or other outputs will be accurate, complete, or meet your objectives. You are responsible for the conclusions you draw and the decisions you make from the Services. Free tiers, trials, and Beta Services are provided with no warranty of any kind. Nothing in this section limits warranties that cannot be excluded under applicable law.
12. Limitation of liability
Neither of us is liable for indirect or consequential losses. Our total liability is normally capped at the fees you paid in the prior 12 months (or €1,000 if greater), with a higher 2× cap for security, data-protection, privacy, IP, and confidentiality claims — and no cap at all for fraud or wilful misconduct.
Exclusion of indirect damages
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, or for any loss or corruption of data beyond the cost of restoring it from the most recent backup, even if the party was advised of the possibility.
General cap
Subject to the super-cap and the carve-outs below, each party's total aggregate liability arising out of or relating to the Agreement will not exceed the greater of (a) the fees paid or payable by you in the 12 months before the event giving rise to the claim, or (b) €1,000.
Free and Beta cap
For free tiers, trials, and Beta Services, Mtrix's total aggregate liability will not exceed €100.
Super-cap
For claims arising from a breach of Mtrix's security or DPA obligations, a breach of privacy or data-protection law, the intellectual-property indemnity in section 13, or a breach of confidentiality, the cap is increased to two times (2×) the fees paid by you in the 12 months before the event giving rise to the claim.
Carve-outs
Nothing in the Agreement limits or excludes liability for:
- fraud or fraudulent misrepresentation;
- gross negligence or wilful misconduct;
- death or personal injury caused by a party's negligence;
- your obligation to pay fees;
- your indemnification obligations under section 13; or
- any liability that cannot be limited or excluded under applicable law.
These limits reflect an agreed allocation of risk and apply in aggregate across all claims; multiple claims do not expand the caps. The DPA does not create a separate cap — liability under it counts toward, and is subject to, the caps in this section.
13. Indemnification
We defend you if someone claims the Mtrix platform infringes their intellectual property. You defend us against claims arising from your data, your instructions, and missing consents.
Mtrix indemnity
Mtrix will defend you against any third-party claim that the Services, as provided by Mtrix and used in accordance with the Agreement, infringe that third party's intellectual-property rights, and will indemnify you for damages and reasonable costs finally awarded against you or agreed by Mtrix in settlement. This obligation does not apply to claims arising from your Customer Content, from combining the Services with products or data not provided by Mtrix, from modifications not made by Mtrix, from use in breach of the Agreement, from free tiers, trials, or Beta Services, or from continued use after we ask you to stop.
If the Services are, or are likely to become, the subject of an infringement claim, Mtrix may, at its option and expense, procure the right for you to keep using them, modify or replace them so they are non-infringing, or terminate the affected Service and refund any prepaid, unused fees. This is your sole and exclusive remedy for any infringement claim.
Customer indemnity
You will defend Mtrix, and its Affiliates and their personnel, against any third-party claim arising from:
- your Customer Content;
- your instructions, configuration, or use of the Services in breach of the Agreement or applicable law;
- your failure to provide required notices or obtain required consents from End Users;
- your submission of Prohibited Data; or
- a claim by an End User or Authorized User relating to your data practices,
and you will indemnify Mtrix for damages and reasonable costs finally awarded or agreed in settlement of such a claim.
Procedure
The indemnified party will give prompt written notice of the claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not agree to any settlement that imposes liability or an admission on the indemnified party without its prior written consent, not to be unreasonably withheld.
14. Third-party services & integrations
Mtrix connects to other tools you choose to enable. Those are governed by their own terms, and we are not responsible for them.
The Services can integrate with third-party products and services that you choose to enable — for example, ecommerce platforms, your store's payment provider (such as Stripe or Braintree), data warehouses, messaging tools, and AI providers. These integrations are not Mtrix Sub-processors; your use of a third-party service is governed by that third party's own terms and privacy notice, not the Agreement. By enabling an integration, you instruct Mtrix to exchange data with that service as needed to operate the integration, and you are responsible for your relationship and agreements with the provider.
Mtrix does not control, endorse, or assume responsibility for third-party services, and we disclaim liability for them to the extent permitted by law. If a third-party service changes, is withdrawn, or stops working with the Services, or if its provider's terms require it, we may suspend or remove the affected integration. Separately, Mtrix engages Sub-processors to help deliver the Services; these are listed in Annex III of the DPA and are governed by it, not by this section.
15. Changes to these Terms
We can update these Terms. For material changes we give at least 30 days' notice, and we will not materially cut the core functionality you are paying for mid-term.
We may update these Terms, the AUP, and the DPA from time to time. For changes that materially affect your rights or obligations, we will give you at least 30 days' notice before they take effect, by email or in-product notice. We will not, during a paid Subscription Term, make changes that materially reduce the core functionality of the Services you are paying for, except as required by law, security, or a third-party or AI-provider's terms.
Your continued use of the Services after a change takes effect means you accept it. If you do not agree to a material change, you may terminate the affected Services before the change takes effect, and your sole remedy is a pro-rata refund of any prepaid, unused fees. Routine, non- material changes (such as clarifications) take effect when posted, and changes to our Sub-processors follow the advance-notice and objection mechanism in the DPA.
16. Governing law, disputes & venue
Estonian law governs this Agreement, and disputes go to the courts of Harju County in Tallinn. Let's try to resolve things informally first. There is no arbitration.
The Agreement is governed by the laws of Estonia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting formal proceedings, the parties will try in good faith to resolve any dispute informally. The party raising the dispute will send written notice to legal@mtrix.io, and the parties will work to resolve it within 30 days. If they cannot, the dispute will be subject to the exclusive jurisdiction of the courts of Harju County, Tallinn, Estonia, and each party consents to that jurisdiction and venue. There is no arbitration under these Terms.
Despite the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party will bring any claim within the limitation period required by applicable law. Nothing in this section limits any mandatory consumer rights, or the right of a data subject to lodge a complaint with the relevant supervisory authority, including the Estonian Data Protection Inspectorate (Andmekaitse Inspektsioon).
17. General & miscellaneous
Assignment
Neither party may assign the Agreement without the other's prior written consent, except that either party may assign it, on notice and without consent, to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any other attempted assignment is void. The Agreement binds and benefits the parties and their permitted successors and assigns.
Entire agreement
The Agreement — these Terms together with each Order Form, the DPA, the AUP, and the Documentation — is the entire agreement between the parties about the Services and supersedes all prior or contemporaneous proposals, agreements, and understandings. The order of precedence in section 1 governs any conflict. Any terms in a purchase order or other Customer document have no effect.
Severability and no waiver
If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest of the Agreement remains in effect. A party's failure or delay in enforcing any right is not a waiver of it, and any waiver must be in writing.
Notices
Legal notices to Mtrix must be sent to legal@mtrix.io and, if requested, to our registered office at Tornimäe tn 5, Kesklinna linnaosa, Tallinn, Harju maakond, 10145, Estonia. We may send notices to you by email to your account administrator or the contact on your Order Form, or through the Services. Notices are deemed given when sent, for email, or when received, for physical delivery.
Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, internet or utility failures, and failures of third-party infrastructure providers.
Export controls and sanctions
Each party will comply with all applicable export-control and economic-sanctions laws, including those of the European Union and, where applicable, the United States and United Kingdom. You represent that you and your Authorized Users are not subject to sanctions or located in an embargoed region, and you will not use the Services in violation of those laws or for any prohibited end use.
Relationship and third-party beneficiaries
The parties are independent contractors. The Agreement does not create any agency, partnership, or joint venture. Except for Mtrix's Affiliates and indemnified parties, there are no third-party beneficiaries. Mtrix may use its Affiliates and Sub-processors to perform under the Agreement and remains responsible for their performance.
Acceptance and counterparts
Click-through acceptance and electronic signatures are valid and binding, and the Agreement may be accepted or signed in counterparts. Headings are for convenience only and do not affect interpretation.
Questions about these Terms? Contact us at legal@mtrix.io. For how we handle data, see our Privacy Policy and DPA; for the rules of the road, see our Acceptable Use Policy; and for how we protect data, see our Security page.