Last Revised: January 2, 2026

Software as a Service (SaaS) End User Agreement/Terms of Use

*The terms of this Agreement are subject to change by Provider without prior written notice at any time, in Provider’s sole discretion. The latest version of this Agreement will be posted at https://matterworx.com/terms-of-use/. Company should carefully review the Agreement prior to purchasing or using any of Provider’s services. Company’s continued use of the Services after a posted change to the Terms of this Agreement constitute Company’s acceptance of such changes.

IMPORTANT – IMPORTANT – READ THIS SOFTWARE AS A SERVICE END USER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE CONTINUING. BY CLICKING THE “I AGREE” BUTTON, ACCESSING THE SERVICES OR OTHERWISE ACCEPTING THIS AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL TERMS USED IN THIS PARAGRAPH HAVE THE MEANING SET FORTH IN THIS AGREEMENT. YOUR USE OF THE SERVICE IS SUBJECT TO THIS AGREEMENT. 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 TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST NOT USE THE SERVICE.

This End User License Agreement (“Agreement”), provided pursuant to the Vendor Management System Agreement – Company, is a binding agreement between MatterWorx, LLC, a Maryland corporation (“Provider”) and You.

1. System Access and Restrictions.
   • Access. Subject to the provisions of this Agreement, including the Privacy and Security Policy, Provider grants to You, and You hereby accept, a limited, nonexclusive, nontransferable, right to use the Service, solely for Your own internal business purposes. All rights not expressly granted to You are reserved by Provider. Any access granted under this Agreement is conditioned on You remaining in compliance with all terms this Agreement.
   • Restriction. You shall not: (i) allow third parties to access or use the Service, Content, or Provider Technology, except as specifically authorized by this Agreement; (ii) provide Service passwords or other log-in information to any third party, except as specifically authorized by this Agreement or Provider; or (iii) share non-public features or content with any third party. In the event that it suspects any breach of the requirements of this Section 2, including, without limitation, by You, Provider may suspend Your access to the Service without advance notice, in addition to such other remedies as Provider may have. Nothing in this Agreement requires that Provider take any action against Company, You, any User, or other third party for violating the terms of this Agreement, but Provider is free to take any such action as it sees fit, in its sole discretion.
   • Restriction of Purpose. You may not access the Service for purposes of monitoring Service availability, performance, or functionality, or for any other benchmarking or competitive purposes. Except as expressly provided in this Agreement, You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, grant access to, or otherwise commercially exploit or make available to any third party the Service, Content, Provider Technology, login credentials, or passwords in any way; (ii) modify or make derivative works based upon the Service or Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (iv) reverse engineer the Service, Content, or Provider Technology, or (v) access the Service, Content, or Provider Technology in order to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Service, or (3) copy the Content or any code, features, functions, ideas, text, or graphics of the Service. User login credentials and passwords cannot be shared or used by more than one individual User, but, subject to Provider’ approval, may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
   • Internal Business Onlyb You may use the Service only for Your internal business purposes only.
   • No Software License. You agree that You do not acquire under this Agreement any license to any software programs. Upon the termination or expiration of this Agreement (or the Service provided hereunder) or any related license agreements, Your right to access and use Service shall terminate.
   • Interruption of Service. Provider and its Related Parties will not be liable for any temporary delay, outages, or interruptions of the Service.
   • User Activity. You voluntarily engage in the activity of Internet use and bear the risks associated with that activity. Provider exercises no control over and expressly disclaims any obligation to monitor You, Company, other customers and users with respect to breaches of this Agreement or any information made available for distribution via the Service, including without limitation any information passing through Provider’ host computers, network hubs, and points of presence, or the Internet. In no event will Provider or its Related Parties, have any liability to You, Company, other Users, or any third party for unauthorized access to, or alteration, theft, or destruction of information distributed or made available for distribution via the Service.
2. User Responsibilities.
   • Inactive User Accounts. Company is responsible for controlling access to the Service by its Users. Company will promptly submit a ticket requesting the deactivation of User accounts for Users who are no longer employed by Company or whose roles and responsibilities no longer require access to the Service.
   • Acceptable Use. You shall use and maintain reasonable security precautions in light of Your use of the Service. You shall take reasonable steps to prevent unauthorized access to the Service, including without limitation, by protecting passwords and other login information.  You shall operate and maintain in working order and good repair all equipment and systems required to access the Service and shall provide access to Provider during normal business hours to Your facilities in order to perform the Service or any portion thereof.  You are responsible for all activity occurring under Your user account(s) and shall abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.  You shall: (i) notify Provider immediately and use Your best efforts to stop, and provide assistance to Provider to stop, any actual or threatened breach of the prohibitions provided in Section 2 of this Agreement; (ii) notify Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security and shall use Your best efforts to stop such breach; (ii) report to Provider immediately and use Your best efforts to stop immediately any copying or distribution of Content that is known or suspected by You; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service.  You shall permit Provider to audit Your use of the Service. You shall cooperate with Provider’ audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your use of the Service.
3. Services; Security Breaches; Prohibited Data and Storage.
   • Provision. Provider reserves the right to provide the Service from any location, and through use of subcontractors, in its sole discretion, worldwide.
   • Updates and Revisions. Provider may update or revise features and functions of the Service at any time by removing features and functions or by adding such features and functions or by increasing or decreasing service levels, at Provider’s sole discretion.
   • Security Breaches. You acknowledge that Provider does not control the transfer of data over telecommunications facilities, including the Internet, and that Provider does not warrant secure operation of the Service or that it will be able to prevent third party disruptions of the Service. You agree that Provider shall have no liability for any provision of security-related services or advice that Provider may voluntarily provide to You that is outside the scope of this Agreement. Provider and its Related Parties are not responsible for any security breaches affecting any equipment, servers, or accounts under Your control. If Your equipment or servers are responsible for or involved in an attack on or unauthorized access into another server or system, then You shall notify Provider immediately, and, in any event, Provider will have the right to respond accordingly, including, without limitation, the right to identify, isolate, and block the source of the attack.
   • Prohibited Data. You are prohibited from uploading, transmitting, and/or storing to Service the following types of data and information: Protected Health Information, Education Records, and any information or data that would require or otherwise necessitate compliance with the Payment Card Industry (PCI) Data Security Standard (DSS).
   • Data Storage. Provider and its Related Parties make no guarantees about retaining any data stored on Provider’ or its subcontractors’ systems or servers following expiration or termination of this Agreement. Provider, may in its sole discretion, promptly delete such data following termination of this Agreement by either You or Provider or termination of the Software as a Service Subscription Agreement between Company and Provider. You will not have access to User Data stored on Provider’ systems or servers during a suspension or following termination or expiration of this Agreement. Provider reserves the right to withhold, remove, and/or discard User Data without notice for any Company or User breach, including, without limitation, Company’s non-payment. Upon termination for cause, Your right to access or use User Data immediately ceases, and Provider and its Related Parties shall have no obligation to maintain or forward to You any User Data.
   • Provider Tools. Provider may use tools, scripts, software, services, and utilities (collectively, the “Tools”) to monitor and administer the Service and to help resolve Company’s or Your service requests. The Tools may collect, report, and/or store User Data residing in the Service system environment as necessary to troubleshoot service requests or other problems in the Service. Data collected by the Tools may also be used to assist in managing Provider’ product and service portfolio and for license management. You agree that they will not access or use the Tools.
   • Service Statistics. Provider may compile statistical information related to the performance of the Service, and may make such information publicly available, provided that such information does not incorporate User Data and/or identify Your confidential information or include Your name. Provider retains all intellectual property rights in such information.
4. Intellectual Property.
   • You acknowledge and agree that the Confidential Information, Service, Content, Provider Technology, Provider Trade Secrets, and this Agreement contain proprietary and confidential information that is protected by applicable intellectual property and other laws. “MATTERWORX” and any associated logos are the intellectual property of Provider, and You may not display such marks without the written consent of Provider. All right, title, and interest in and to the Service and underlying source code, whether tangible or intangible, including, but not limited to, patent, copyright, trademark and Trade Secret rights and further including all right, title, and interest in and to any images, photographs, animations, video, audio, music, text, user interface, APIs, and “applets” incorporated into the Service are owned by Provider.
   • Provider shall not own any right, title or interest in or to User Data. As between Provider and You, You, Company, and other Users shall own all such User Data; provided, however, that You hereby irrevocably grant all such rights and permissions in or relating to User Data: (a) to Provider and its subcontractors as are necessary or useful to perform the Service; and (b) to Provider as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.You may not remove the copyright, trademark, or other proprietary notices (if any) from the Service or any onscreen display when the Service is accessed. You may not disclose the Service, this Agreement, in whole or in part, or otherwise provide information from the Service, this Agreement, in whole or in part, to any third party or parties not directly affiliated with You without the written consent of Provider, which may be withheld by Provider in its sole and absolute discretion.You acknowledge that any use or disclosure of Provider’ proprietary rights and marks as described in this paragraph in a manner inconsistent with the provisions of this Agreement will cause Provider irreparable damage for which remedies other than injunctive relief will be inadequate, and You agree that Provider shall be entitled to injunctive or other equitable relief enjoining such use or disclosure, without the posting of a bond or other security, in addition to any other remedies available by law or under this Agreement..
   • Provider has not agreed to and does not agree to treat as confidential any information, suggestions, or ideas for improving or otherwise modifying any of Provider’s products or services that You provide to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit such information, suggestions, or ideas without compensating or crediting You for providing such suggestions or ideas. To the extent you provide any of the foregoing to Provider, you hereby assign, without compensation or further action, all rights therein to Provider.
5. Confidentiality. You agree not to use Provider’ Confidential Information or Trade Secrets disclosed to You by Provider for Your own use or for any purpose except in the performance of this Agreement. You will not disclose Provider’ Confidential Information to third parties or to Your employees or agents without the written consent of the other party, except to those employees or agents who are required to have the information in order to perform this Agreement. You agree that You will take all reasonable steps, including all steps that You would take to protect Your own Confidential Information, to protect the secrecy of and avoid disclosure or use of Provider’ Confidential Information in order to prevent it from falling into the possession of unauthorized persons. You agree to immediately notify Provider in writing of any misuse or misappropriation of such Confidential Information.
6. Term and Termination.
   • Term. This Agreement commences on the date You first accept it and continues until all Subscriptions hereunder have expired or have been terminated or this Agreement has been terminated as provided herein (“Term”). Access to the Service is contingent on fulfillment of all obligations with respect to this and any related agreements.
   • Termination. Upon termination of this Agreement, all Subscriptions under this Agreement shall also terminate. The parties may terminate this Agreement as follows:
     • Termination by You. You may terminate this Agreement and any particular Subscription at any time and for any reason by ceasing Your use of the Service and providing written notice to Provider, provided that any such termination will not affect any other agreements or any particular Subscription then in effect that has not also been terminated.
     • Termination by Provider. Provider may terminate this Agreement immediately (A) for a failure by You to comply with the terms of this Agreement; (B) in the event Provider discontinues the Service; (C) in the event the Software as a Service Subscription Agreement between Company and Provider is terminated; or (D) in the event You or Company seeks the protection of any bankruptcy court, becomes insolvent, or makes an assignment for the benefit of creditors.
   • Suspension of Service. Provider may, directly or indirectly, and by use of a disabling device or by any other lawful means, suspend, terminate or otherwise deny Your access to or use of all or any part of the Service, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that: (i) You have failed to comply with, any term of this Agreement, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of Provider; (ii) You are, have been, or are likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) this Agreement expires or is terminated. This Section does not limit any of Provider’ other rights or remedies, whether at law, in equity, or under this Agreement and shall not excuse Company or You from any obligation to make payment(s) under this Agreement or any other agreement still in effect.
   • Obligations Upon Termination.  Upon termination or expiration of this Agreement, Your right and ability to access the Service and User Data shall cease immediately and Provider shall have no obligation to retain any data stored on Provider’ or its subcontractors’ systems or servers. You shall, within ten (10) business days, destroy or return to Provider any Confidential Information in your possession or control. 
7. Limited Warranties and Disclaimers.
   • PROVIDER DOES NOT GUARANTEE THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT PROVIDER WILL CORRECT ALL SERVICE ERRORS. CUSTOMER AND YOU ACKNOWLEDGE THAT PROVIDER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PROVIDER AND ITS RELATED PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
   • TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER OR AN AUTHORIZED REPRESENTATIVE OF PROVIDER SHALL CREATE A WARRANTY. YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
   • You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, You assume such risks. Provider and its Related Parties offer no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.
   • You represent and warrant that You are under no obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict You from entering into and freely performing this Agreement, and You hereby accept the obligations hereunder.
   • You represent and warrant that the User Data does not infringe upon or misappropriate any third party intellectual property rights, including, but not limited to, any patent, copyright, trademark, or trade secret right, and such User Data does not otherwise violate any law.
   • THE PARTIES INTEND THAT THE LIMITATIONS, LIMITED REMEDIES, AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.
8. Indemnification and Limitation of Liability.
   • You agree that to the fullest extent permitted by law, You shall indemnify, defend, and hold harmless Provider and its Related Parties from and against all claims, suits, damages, losses, and expenses (including without limitation attorneys’ fees, liquidated damages, penalties or interest) arising directly or indirectly out of any (a) claims arising out of Your use of the Service; (b) use by You of, or connection to, or the inability to use or connect to, the Service; (c) information transmitted or stored through or on the Service (for the avoidance of any doubt, including any third party claim of infringement, misappropriation, or other similar claim arising out of or resulting from Provider’s receipt, copying, modification, or other use of the User Data or any other information or data, provided to Provider by User and any claim arising out of or related to a breach of the warranty provided by Company to Provider under Subsection 9(g) of these Terms and Conditions); (d) acts or omissions in connection with either (a), (b), and (c) above; or (e) breach of this Agreement by You; provided, however, that Provider shall have the right to approve, in its reasonable discretion, the selection of attorneys engaged by You to settle or defend such claims or suits and You shall not settle any claim or suit without the prior written approval of Provider. This indemnity shall survive the termination or expiration of this Agreement.
   • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHAT CAUSE OF ACTION OR CLAIM FOR RELIEF IS ASSERTED, IN NO EVENT SHALL PROVIDER OR ITS RELATED PARTIES BE LIABLE FOR ANY (I) DIRECT DAMAGES; (II) ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, LOSS OF DATA, LOST TIME, LOST SAVINGS OR OTHER BENEFITS, LOST CONFIDENTIAL OR OTHER INFORMATION, LOSS OR IMPAIRMENT OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, DAMAGE TO EQUIPMENT, CLAIMS AGAINST YOU, CUSTOMER, OR ANY USER BY ANY THIRD PERSON, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.THE PARTIES INTEND THAT THE LIMITATIONS, LIMITED REMEDIES, AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.
   • IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT OR ARE THE SUBJECT OF THE CLAIM.
9. Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
10. US Government Rights. Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
11. Miscellaneous.
    • Governing Law, Venue and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland.
    • Mandatory Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Howard County, Maryland before one arbitrator with reasonable educational training or work experience relevant to the particular dispute. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. An arbitrator’s award will include, at a minimum, a written statement stating the disposition of each claim and provide a concise written statement of the essential findings and conclusions on which the award is based. Judgment on any arbitral award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The decision will be binding on the Parties and will be final and non-appealable. Any decision by the arbitrator will not be interpreted as an admission against interest of any party and will not be admissible as evidence in any subsequent court action with a third party. Provider does not sell or distribute its Services or Provider Technology to individual consumers, and you generally will not be considered a consumer with respect to your use of and access to the Provider Technology. If, notwithstanding this context, JAMS requires the application of certain minimum standards for consumer disputes, then the following additional standards shall apply: Neither party is precluded from seeking remedies in small claims court for disputes or claims within the scope of its jurisdiction; You retain all remedies in the arbitration proceeding that would otherwise be available to You under applicable federal, state, or local laws; your access to the arbitration cannot be precluded by the location of the arbitration, so either we will agree upon a location that is reasonably accessible to You or we will agree, with the arbitrator’s consent, to conduct the arbitration via a virtual platform; if You initiate arbitration, the only arbitration fee You will be required to pay is $250 and we will pay for the other arbitration costs such as the case management fee and the arbitrator’s professional fees (You  will still be required to pay for your own legal counsel if you choose to have counsel); if we initiate arbitration, we will pay for all of the costs of arbitration (You will still be required to pay for your own legal counsel if you choose to have counsel); during the arbitration proceeding, reasonable discovery and the exchange of non-privileged information relevant to the dispute will be allowed.
    • Waiver of Right to Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SUBSECTION.
    • Force Majeure. In no event will Provider be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control (a “Force Majeure Event”).
    • Interpretation. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    • Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Transfer and Assignment. You may not assign or transfer this Agreement or access to the Service to a third party.
    • No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    • Severability; No Waiver. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • Relationship. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • Survival Clause. All duties and responsibilities of any party, which, either expressly or by their nature, extend into the future, shall extend beyond and survive the end of the contract Term or cancellation of this Agreement. In addition, the expiration or earlier termination of this Agreement shall not relieve either party of obligations incurred prior to the termination date.
    • Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party. Notices shall be delivered by (i) hand, (ii) electronic transmission by email and United States Mail, or (ii) electronic transmission by email and prepaid nationally recognized overnight courier service to the respective party, and shall be effective and deemed to have been given (a) when received, if delivered by hand or (b) the day of electronic transmission by email.
    • Binding Agreement. This is binding agreement for the Service and is effective when you log into the Service and applicable whenever you use the Service. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
12. Definitions. For purposes of this Agreement, the following terms have the following meanings:
    • “Agreement” means this Software as a Service End User Agreement.
    • “Confidential Information” means the Service, Content, Provider Technology, and any code, process, technique, customer list, design, record, research and development project, non-public aspect of Provider’s business and operations, business contact, potential business affiliation, information, technical data, financial data, know-how, login credentials, passwords, or information that Provider is required to keep confidential in accordance with confidentiality obligations to third parties, regardless of whether disclosed orally, observed visually, or not marked as confidential.
    • “Content” means the visual and audio information, documents, data, information, graphics, software, products, processes, and services made available to Company and You by Provider in the course of using the Service.
    • “Company” means the entity under which you are authorized to use the Service and includes both without limitation both purchasers and suppliers of staffing services along with managed service providers.
    • “Education Records” means education records as defined in 20 U.S.C. § 1232g, the Family Educational Records Privacy Act.
    • “Open-Source Components” means any software component that is subject to any open-source copyright license agreement.
    • “Protected Health Information” means protected health information as that term is defined in 45 C.F.R. § 160.103.
    • “Related Parties” means the affiliates, parent company, subsidiaries, shareholders, members, directors, officers, employees, agents, attorneys, successors, and assigns of Provider.
    • “SaaS” means software as a service.
    • “Service” means the website located at matterworx.com and all associated webpages.
    • “Subscription” means the right to access the Service during the term of this Agreement.
    • “Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Provider, including any third-party: (a) documents, data, content or specifications; (b) Open-source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.
    • “Trade Secret” means any and all documents or information relating to Provider, Company, and User(s) that meet the definition of a Trade Secret under Uniform Trade Secrets Act.
    • “User(s)” means an individual who is authorized to use the Service and who have been supplied user identifications and passwords, as well as the Company for which the individual is accepting this Agreement.
    • “User Data” means any data, information, or material in electronic form residing in the Service environment that is provided or submitted by Company or You to the Service in the course of using the Service.
    • “Provider” means MatterWorx, LLC a Maryland corporation.
    • “Provider Technology” means all of Provider’s proprietary technology (including software, code, programming, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made accessible to You by Provider in providing the Service.
    • “You” and “Your” refers to the individual that has entered into this Agreement on behalf of himself or herself and the company or other legal entity on behalf of which he or she is accepting this Agreement.