These Terms and Conditions (“T&Cs”), together with Statement of Work signed between the Parties, and any written amendments collectively form the “Agreement” governing the use of the Matrix One product - Matrix Connect.

Matrix One is a unified brand under which Galen Data, Inc. operates. The contracting party for Matrix Connect is Galen Data Inc. with a place of business at 1331 Gemini Ave. Suite 305, Houston, TX 77058. Throughout these T&Cs,  “Matrix One”, “we”, “us”, or “our” refers to Galen Data, Inc. as the provider of the Matrix Connect.

If your organisation has signed a separate agreement with Galen Data Inc., that agreement will govern and may be different from the terms below.

Please read this document carefully before accessing or using Matrix Connect.

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 +1-888-372-9175 or send us an e-mail via our contact form. Also, look at our company page to get to know us a little better. 

1. DEFINITIONS

1.1 “Matrix Connect” or “Service”  refers to a configurable, scalable, cloud connectivity platform that allows medical devices to centralize data and leverage cloud technologies. We host it online and make it available to you through the internet by us or our hosting providers. More detailed information can be found on our website.

1.2 “Fees” means the fees set forth in a Statement of Work to be paid by Customer for specific Subscription Plan. Price List serves as the basis for the Fees in the Statement of Work.

1.3 "Subscription Plan" means a subscription to use the Matrix Connect, which differs depending on its data storage, usage, and the number of users. All Subscription Plans we offer can be found on our pricing page.  

1.4 "Price List" means prices available on our website at the pricing page. 

1.5 “Statement of Work” or “SoW” means a signed mutually agreed ordering document signed by a Customer and containing details of the Subscription Plan and Services to be provided by Galen Data. Inc. to Customer and other general terms of the order (if applicable).

2. WHEN DO THESE TERMS APPLY?

2.1 To access Matrix Connect you need to sign up by creating a username and password for your account. We can refuse or cancel usernames if we think they're not appropriate.

2.2 You are accepting these T&Cs on behalf of a company or other legal entity (“Customer” or “you” or “your”). You agree, represent and warrant that you have the authority to bind your company to these T&Cs. 

2.3 Other terms and conditions, unless approved in writing by Matrix One, do not apply.

2.4 Your access and use of Matrix Connect is always subject to the most current version of these T&Cs. We will notify you as a contracting party every time we make a change to the T&Cs.  

3. FEES AND PAYMENT

3.1 How You Pay Us

The Fee is due monthly in advance unless otherwise agreed. The default payment method is a credit card or bank account with automatic renewal unless another payment option has been individually agreed upon or provided for in these terms (payment by invoice).

You agree to pay us for using Matrix Connect and for any setup services, as outlined in your Statement of Work. If you use more of our service than your Subscription Plan allows (e.g. API calls, storage, bandwidth), we'll charge you for that additional use, and you agree to pay those extra fees.

3.2 Taxes and Price Changes

You are responsible for paying all taxes related to using Matrix Connect, except for our income taxes (if applicable) in the U.S. 

We may change the Price List or introduce new fees. Matrix One will notify Customers about the amount of price increase and when the adjusted Fee becomes effective in advance unless other terms are stated in a Statement of Work. 

If you think there's a mistake on your bill, please send a request to our customer support team within 60 days of the bill's date so we can fix it or give you a credit.

4. TERM AND ENDING THE AGREEMENT

4.1 Agreement Duration and Renewal

The Agreement starts for the time period listed in your Statement of Work. After that, it will automatically renew for the same duration of time, unless you or we notify the other Party at least 30 days before the current period ends that you want to stop.

4.2 Ending the Agreement Early

Either you or we can also end the Agreement by giving 30 days' notice. If the agreement ends, you'll need to pay for any services you've used up to your last day.

If you end the Agreement, we'll help you move your data (but not our software) to wherever you want it to go within that 30day notice period. We'll charge you our standard hourly rate for this help. If we end the agreement because you haven't paid, we'll only help you move your data if you pay us first.

Even after the agreement ends, some terms of the Agreement which by their nature should survive termination will survive, including rights to payment, keeping information confidential, liability limits, and other legal responsibilities.

5. RESTRICTION, RESPONSIBILITIES AND COMMITMENT

5.1 What You Can’t Do

• Try to reverse engineer, copy, or take apart the software.

• Change the software or make new versions from it (unless Matrix One allows it).

• Use Matrix Connect to provide services to others outside your organization (except your patients or doctors using your product).

• Remove any legal notices or ownership labels from the software.

• Send Matrix Connect or anything related to it outside the U.S. if it breaks any U.S. export laws, rules or sanctions. If the U.S. government uses Matrix Connect, it’s treated as “commercial software” and can only be used as allowed under the Agreement.

5.2 Your Responsibilities

• Getting and maintaining your own hardware, internet connection, and software needed to use Matrix Connect.

• Making sure you're using a compatible web browser (it will state in your Statement of Work).

• Keeping your account and passwords secure.

• All activity under your Matrix Connect account, even if someone else uses it without your knowledge or permission.

5.3 Following the Law and Protecting Each Other

Both you and Matrix One agree to follow all laws that apply to using or providing Matrix Connect.

You’ll protect Matrix One from any legal claims or losses if someone says your use of the service broke the law unless Matrix One was negligent or did something wrong.

We will protect you from any legal claims or losses if someone says our service violates their rights, or if there's a security breach unless you were negligent or caused it.

While we don't have to watch how you use Matrix Connect, we might do so. If we think your use breaks these rules, we can stop you from using the Service.

6. SERVICE LEVEL AGREEMENT 

6.1 Service Level Commitment 

Depending on whether you're using our Development or Commercial Subscription plan, the Service Level Commitment as follows:

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

• Customers use Matrix Connect in a manner not authorized in the T&Cs or not in accordance with the applicable documentation; 

• force majeure events or other factors outside of Matrix One’s reasonable control, including, without limitation, Internet access, denial of service attacks, or related problems; 

• Customer’s equipment, software, network connections or other infrastructure; 

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

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

• routine scheduled maintenance or reasonable emergency maintenance; or

• scheduled upgrade, including Customer upgrade to a new version of the product.

6.3 Planned Downtime for Maintenance

Sometimes we need to perform maintenance to keep things running smoothly.  We'll  notify you in advance if maintenance might cause any interruptions. Most updates won't affect your service at all.

Here are our usual maintenance windows:

• U.S. Servers: Tuesdays, Thursdays, and Sundays, from 9 PM to 1 AM Central Time.

• Servers Outside the U.S.: Mondays, Wednesdays, and Fridays, from 9 PM to 1 AM Local Time. If your region has more than one time zone, we'll use the Central Time for that region (for example, Central European Time for European servers).

7. CONFIDENTIALITY AND PROPRIETARY RIGHTS

7.1 Confidentiality Obligations

Each party ("Receiving Party") acknowledges that the other party ("Disclosing Party") has disclosed or may disclose confidential business, technical, or financial information related to its operations (hereinafter referred to as "Proprietary Information").

Matrix One's Proprietary Information includes non-public information concerning the features, functionality, and performance of the Service.

Your Proprietary Information includes non-public data provided by you to us to enable the provision of the Services, and any data provided by your patients or clients ("Customer Data").

The Receiving Party agrees to:

(i) take reasonable measures to protect such Proprietary Information from unauthorized access or disclosure; and

(ii) not use (except as necessary for the performance of the Services or as otherwise permitted herein) or divulge such Proprietary Information to any third party.

The obligations set forth above shall not apply to any information that the Receiving Party can demonstrate:

(a) is or becomes generally available to the public without breach of this Agreement;

(b) was in its possession or known by it prior to receipt from the Disclosing Party;

(c) was rightfully disclosed to it without restriction by a third party;

(d) was independently developed without use of any Proprietary Information of the Disclosing Party; or

(e) is required to be disclosed by law or by a court order.

7.2 Ownership of Intellectual Property

You retain all right, title, and interest in and to the Customer Data and any intellectual property provided to Matrix One specifically as part of the Services.

Matrix One owns and retains all right, title, and interest in and to:

(a) the Services and Software, along with all improvements, enhancements, or modifications made thereto;

(b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support; and

(c) all intellectual property rights related to any of the foregoing.

As an exception, if Matrix One builds custom source code just for you under a customization agreement, we will give you that source code of the custom module, within 30 days if the agreement ends and you can use it on other platforms at no extra cost.

7.3 Use of Data

Subject to your ownership of Customer Data, Matrix One shall have the right to collect and analyze data and other information for the sole purpose of evaluating, analyzing, and improving various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). Matrix One shall be free (during and after the term of this Agreement) to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other related Matrix One offerings.

Nothing herein shall permit Matrix One to use any patient or client data or intellectual property of Customer outside the direct provision of Services to Customer or after the expiration or termination of this Agreement. No rights or licenses are granted except as expressly set forth herein. 

8. WARRANTY AND DISCLAIMER

Galen Data, Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Galen Data, Inc. or by third-party providers, or because of other causes beyond Galen Data’s, Inc. reasonable control, but Galen Data, Inc. shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, GALEN DATA, INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND GALEN DATA, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER CUSTOMER OR GALEN DATA, INC. AND THEIR RESPECTIVE OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL; IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY, GALEN DATA, INC. AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE  WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO GALEN DATA, INC. FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT GALEN DATA, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. DATA PRIVACY, SECURITY AND QUALITY 

10.1 Security Measures

Matrix One uses security practices that are standard in our industry to protect your Customer Data. These measures include, but are not limited to, encryption, firewalls, audit trails, regular backups, intrusion detection systems, and written data privacy procedures for all our employees.

10.2 Compliance with Regulations and Certifications

We comply with major data protection laws applicable to our operations and services. This includes the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act in the U.S., which set standards for protecting health data. We also comply with the European Union's (EU) General Data Protection Regulation (GDPR) and the United Kingdom's (UK) GDPR. Furthermore, we will maintain our ISO 13485 and HITRUST certifications, demonstrating our commitment to robust security and quality management.Matrix One uses security practices that are standard in our industry to protect your Customer Data. These measures include, but are not limited to, encryption, firewalls, audit trails, regular backups, intrusion detection systems, and written data privacy procedures for all our employees.

We maintain a Quality Management System (QMS) that meets the ISO 13485 standard. An independent organization will check our QMS every year to make sure we continue to meet this standard.

We also follow the FDA's Design Controls (21 CFR 820.30) regulations. We comply with these regulations as they apply to how we operate and provide Matrix Connect.

10.3 Regulatory Notifications

While we are not directly responsible for issuing alerts to regulatory bodies, if we discover a major issue that significantly impacts the performance of Matrix Connect, we will notify you as required by our own Quality Management System.

10.4 What Happens During a Security Breach

A "security breach" means any unauthorized access to your Customer Data. If a security breach occurs:Matrix One will notify you within 48 hours of our employees becoming aware of it.

• We will provide you with a main security contact to help resolve the issue.

• Immediately after notification, we will work closely with you to investigate the breach.

• We will promptly share all relevant records, data logs, audit trails, and other supporting information.

• Matrix One will immediately take all reasonable steps to fix the security breach and implement new safeguards to prevent similar incidents.

• We also agree to cooperate reasonably in any legal proceedings directly related to the security breach. After a security breach, both Matrix One and you will take reasonable actions to prevent future breaches of a similar kind.

11. GENERAL PROVISIONS

11.1 Applicable Law

All matters relating to your access to, or use of Matrix Connect shall be governed by Delaware state law, regardless of where either party is located.

11.2 Amendments

Amendments and supplements to these T&Cs shall be in writing and may be waived through separate arrangements in writing only. The individual contract concluded by the parties and the T&Cs 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. 

11.3 Our Relationship

The Agreement does not create an employer-employee, partnership, or joint venture relationship between us. You don't have the authority to act on our behalf in any way.

11.4 Sending Official Notices

All official notices under the Agreement must be in writing. They will be considered officially received when:

• Hand-delivered.

• Electronically confirmed, if sent by fax or email.

• The day after they are sent, if sent by a recognized overnight delivery service.

• Upon receipt, if sent by certified or registered mail (with a return receipt requested).

11.5 Severability

If any provision of these T&Cs is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of these T&Cs. 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. 

11.6 Press and References

We both agree to work together in good faith to release at least one joint press statement within 90 days of this agreement starting. You also agree to reasonably cooperate with us to serve as a reference for our services if we ask.

As part of our commitment to showcasing the valued relationships Matrix One has with our customers, we may display your company name and logo on our website. If you prefer not to be included in this publicity, please contact us, and we will respect your preference to remain private.