mCX Terms & Conditions
These mCX Services Agreement Terms and Conditions, together with the attached Sales Quote, constitute the agreement ("Agreement") between Matrix Networks ("Matrix") and the customer executing this Agreement ("Customer"). This Agreement will be effective as of the date the Sales Quote incorporating these Terms and Conditions is signed by both parties.
RECITALS
A. Matrix offers its customers a comprehensive phone system support service designed to help their various phone communications systems operate seamlessly and without interruption (the “mCX Services”). In addition, customers may engage Matrix on special projects related to their phone system services (“Project Services”).
B. Customer wishes to acquire from Matrix the mCX Services (and Project Services, if applicable) described in the Sales Quote attached to and incorporated into this Agreement (the “Quote”) for the price, and upon the payment terms, set forth in the Quote.
TERMS
In consideration of the terms, representations, warranties, covenants and conditions below, the parties agree as follows:
1. Purchase of Services.
a. Agreement Execution, Payment of Subscription Fee. Upon Customer’s execution of the Agreement and its payment of the initial auto-renewing subscription fee and any other setup or configuration fees stated in the Quote, Matrix will evaluate Customer’s existing phone services infrastructure and recommend any new phone system services or enhancements Matrix deems advisable in light of Customer’s objectives and user experiences.
b. mCX Services. Matrix will provide Customer with automated weekly SLA monitoring of their phone services, with monthly training sessions designed to empower Customer’s teams, and with dedicated monthly technical assurance call support to provide proactive management and optimization of Customer’s phone services.
c. Project Services. Matrix and Customer may, from time to time, agree upon special Project Services that are not provided as part of the routine mCX Services for telephone infrastructure troubleshooting and maintenance. The nature and scope of such services, to the extent they are not already stated in the Quote, shall be confirmed in a new Sales Quote or in a ticket request documented and tracked on the Matrix CRM portal. The Quote may provide and charge for a fixed number of hours of Project Services to be available to Customer each calendar month (“Monthly Project Allowance”). Unused hours from any specific Monthly Project Allowance may be carried over for use by Customer in subsequent calendar months, but in no event shall the total number of Project Services hours carried over into any new calendar month exceed six (6) times the Customer’s Monthly Project Allowance. Customer shall not be entitled to any credit for unused Project Services hours upon the expiration or termination of the Agreement.
d. Equipment. Matrix may recommend that Customer obtain or replace certain equipment to optimize Customer’s telephone system operations. To the extent such Equipment is not already specified in the Quote, the purchase or rental of such Equipment will be documented under a separate Sales Quote and related documents.
e. Payment of Fees. mCX Services will be charged for in accordance with the fees and payment terms specified in the Quote and in any subsequent Sales Quote or change order. All fees to be paid by Customer are exclusive of all taxes, and Customer shall be solely responsible for withholding and/or paying any such taxes, whether they are federal, state or local taxes, foreign taxes, sales use or excise taxes, or any similar tax; provided, however, that Matrix shall be solely responsible for paying income taxes on its own income. Interest shall accrue on any past-due balances for any fees or other amounts owed by Customer under this Agreement at a rate equal to the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum rate of interest allowed by applicable law.
2. mCX Services Subscription Term, Termination.
a. Customer’s subscription term for mCX Services will be on an annual or multi-year basis, as specified in the Quote, and will be automatically renewed for successive one-year renewal terms absent Customer’s written notice to Matrix of its intention to terminate the mCX Services no less than thirty (30) days prior to the end of the then-current subscription term. Matrix may terminate this Agreement and the mCX Services at any time for any reason or no reason; provided however, that if Matrix terminates the mCX Services prior to the end of a pre-paid subscription period, Matrix shall, within 30 days following such termination date, remit a pro rata refund to Customer for the terminated portion of the paid-for subscription period.
b. Suspension of Service. In addition to any other remedy available to Matrix, in the event Customer fails to timely pay for the mCX Services, Project Services or any equipment provided through Matrix, or violates any terms, conditions or obligations applicable to Customer under the Agreement, Matrix shall have the right to immediately suspend mCX Services to Customer until Matrix determines, in its reasonable judgment, that such violations have been cured.
3. Change Orders. In the event the parties agree to change the nature of, or specifications for, any mCX Services or Project Services, such changes shall be documented in a written change order, signed by the parties, indicating any resulting changes in fees or other specifications.
4. Customer’s Obligations. Customer shall at all times: (i) use its telephone systems in full compliance with all applicable laws and regulations; (ii) promptly notify Matrix of any issues it experiences and timely communicate with Matrix regarding same at service@matrix.com or at (503) 654-3000; (iii) keep Matrix informed of any telephone infrastructure changes being contemplated by Customer; (iv) pay when due all undisputed fees for the mCX Services, Project Services and equipment; and (v) promptly cooperate with Matrix’s investigation of any telephone system problems.
5. Ownership Of Materials And Rights. All rights not granted to Customer by Matrix herein are expressly reserved. The mCX Services and the protocols, agents and associated equipment are proprietary to Matrix or its providers and are protected by intellectual property laws and international intellectual property treaties. Except for the mCX Services provided to Customer in this Agreement, nothing in this Agreement shall convey, transfer, or assign to Customer any right, title, or interest in any tangible property or intellectual property of Matrix.
6. Risks of Internet Connectivity. Customer acknowledges that with respect to all internet-mediated phone services, Customer will be solely responsible for obtaining and using its own anti-malware and internet security software and appliances. Matrix does not warrant that the mCX Services will ensure that Customer will be safe from viruses, worms, Trojan programs, phishing schemes, ransomware or other malware or destructive mechanisms. Customer shall use appropriate internet security devices and/or software to ensure that no third parties (e.g., hackers) take advantage of the fact that Customer’s computer is connected to the internet. Customer acknowledges that access to internet-mediated phone services will be dependent upon multiple factors outside of Matrix’s control, including general internet failures and the failure of any carrier to provide connectivity. Customer acknowledges that Matrix is not promising uninterrupted or unimpaired access to the internet or internet-mediated phone services, and agrees not to seek damages against Matrix or its providers for interruptions to, or impairment of, its phone service connections arising from matters outside of Matrix’s reasonable control. Customer acknowledges and agrees that mCX Services may become periodically unavailable due to scheduled or emergency maintenance and upgrade requirements.
7. Matrix’s Representations, Warranties, and Covenants. Matrix represents, warrants and covenants that the mCX Services will be provided in a commercially reasonable fashion, substantially in accordance with the specifications set forth in the Quote and any applicable documentation.
8. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH ABOVE: (I) THE MCX SERVICES AND ANY PROJECT SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; (II) MATRIX DISCLAIMS, TO THE FULLEST EXTENT ALLOWED BY LAW, ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUIET ENJOYMENT OR NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATIONAL TRANSACTIONS ACT, AS MAY BE ADOPTED BY ANY JURISDICTION FROM TIME TO TIME; (III) MATRIX DOES NOT GUARANTEE OR WARRANT THAT ACCESS TO THE INTERNET OR INTERNET-MEDIATED PHONE SERVICES THROUGH CUSTOMER’S LAN WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM MALWARE, HACKING, RANSOMWARE OR OTHER MALICIOUS ACTIVITIES; AND (IV) MATRIX DOES NOT WARRANT THAT ANY SPECIFIC RESULTS WILL BE OBTAINED THROUGH USE OF THE MCX SERVICES OR PROJECT SERVICES. MATRIX DISCLAIMS ALL LIABILITY ARISING FROM: (I) CUSTOMER’S USE OF EQUIPMENT OR MATRIX SERVICES IN A MANNER NOT RECOMMENDED BY MATRIX; (II) A CHANGE TO THE CONFIGURATION OF EQUIPMENT OR SOFTWARE NOT AUTHORIZED BY MATRIX; OR (III) CUSTOMER’S FAILURE TO GIVE MATRIX THE ABILITY TO TIMELY PERFORM MCX SERVICES AND ANY ASSOCIATED MAINTENANCE AND UPDATE SERVICES.
9. Limitation of Remedies. IN NO EVENT SHALL MATRIX OR ITS PROVIDERS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE AGREEMENT, OR TO THE PERFORMANCE OR BREACH THEREOF, EVEN IF MATRIX HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE MAXIMUM LIABILITY OF MATRIX OR ITS PROVIDERS FOR ANY CLAIM ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS BASED UPON STATUTES, PRODUCT LIABILITY, NEGLIGENCE OR OTHER TORT CLAIMS, SHALL BE LIMITED TO THE AMOUNT RECEIVED BY MATRIX FROM CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT UPON WHICH LIABILITY IS PREDICATED. THE REMEDY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. CUSTOMER ACKNOWLEDGES THAT THE LIMITATION OF WARRANTIES AND REMEDIES CONTAINED SECTIONS 8 AND 9 ARE AN ESSENTIAL BASIS FOR THE RIGHTS AND OBLIGATIONS AGREED TO UNDER THIS AGREEMENT, AND THAT MATRIX WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS. CUSTOMER WAIVES ALL DEFENSES BASED UPON THE DOCTRINE THAT ITS REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
10. Indemnification. Each party shall indemnify, defend and hold the other party, and its officers, directors, employees and agents, harmless against any third party claims, demands, expenses, losses, damages or other liability, including, without limitation, attorney’s fees, arising from any material misrepresentation, breach of covenant, breach of warranty, or failure to perform under this Agreement.
11. Force Majeure. Neither party shall be in breach of this Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by acts of God or any event beyond its reasonable control, including, without limitation, the failure of the other party to cooperate as contemplated in this Agreement, natural disasters, acts of government, power failures, supply chain failures or delays, fire, floods, labor disputes, riots, acts of war, epidemics and pandemics (a AForce Majeure Event@). In the event a Force Majeure Event arises, Matrix shall have the right, in its sole discretion, to either terminate this Agreement and take possession of (or be paid for) any rented equipment installed in connection with the mCX Services, or to continue with its performance under the Agreement following the end of the Force Majeure Event and to receive the benefit of Customer’s performance under the full Term as though such Force Majeure Event had not occurred.
12. Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing, and shall be delivered to the parties at the addresses designated in the Quote, or at such other address as a party may later designate by written notice to the other parties. All notices shall be effective upon hand delivery or when placed in the United States mail, properly addressed, with postage prepaid as certified mail.
13. Notice of Breach. Except for a default in payment, for which no notice shall be required, neither Matrix nor Customer shall be deemed in breach of this Agreement until the party claiming the breach has given written notice of the alleged breach to the other party, and the claimed breach has not been remedied within 30 days after such notice is delivered.
14. Remedies Upon Breach. In the event a party breaches any covenant, warranty or term of this Agreement, the non-breaching party may pursue any legal or equitable remedies available to it under this Agreement and the laws of the state of Oregon, including, without limitation, injunctive relief and damages.
15. Non-Waiver. The failure or delay of any party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or to pursue remedies for the breach of, any such provision or condition. No waiver by any party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver of or limitation on that party's right to enforce performance of, or to pursue remedies for the breach of, any other condition or provision of this Agreement. Any waiver of a party’s rights under this Agreement must be contained in a writing signed by the waiving party.
16. Successor Interests. This Agreement is not voluntarily assignable or transferable by any party to this Agreement without the express written consent of the other party or parties, which shall not be unreasonably withheld, conditioned or delayed. Subject to this restriction, this Agreement is binding upon, and shall inure to the benefit of, the successors, assigns, and bankruptcy estates of each of the parties.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to, or application of, Oregon's conflict of law provisions.
18. Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Multnomah County, Oregon, and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Multnomah County, Oregon. The parties reserve their rights under the Federal Rules of Civil Procedure to remove an action to federal court.
19. Dispute Resolution/Arbitration. In the event a dispute arises between the parties relating to or arising out of this Agreement, the parties agree to work in good faith to resolve such dispute informally. If the parties are incapable of resolving such dispute informally, any party may submit the dispute to mediation with the Arbitration Service of Portland, located in Portland, Oregon ("ASP"), and such mediation shall occur under the ASP's then current mediation rules. All parties shall participate in good faith in such mediation. In the event such mediation does not result in a resolution of the dispute, the dispute shall be resolved by binding arbitration, and a party may then, but only then, initiate an arbitration proceeding with the ASP under ASP's then current arbitration rules. In such arbitration, the arbitrator's fees shall be shared equally by the parties during the arbitration, but shall be recoverable as costs to the prevailing party. The arbitrator will control the scheduling of all events and will resolve all disputes, including disputes regarding pretrial procedure and discovery. The decision of the arbitrator (or arbitration panel) will be binding, and any party may submit the decision as an enforceable judgment with any court of competent jurisdiction. Nothing herein shall preclude a party from seeking declaratory or injunctive relief in a court of competent jurisdiction. THE PARTIES ACKNOWLEDGE THAT AGREEING TO BINDING ARBITRATION IS A WAIVER OF THE RIGHT TO A JURY TRIAL, AND IS A MATERIAL CONCESSION.
20. Attorney’s Fees. If a party to this Agreement breaches any material term of this Agreement, then the non-breaching party or parties shall be entitled to recover all expenses of whatever form or nature, costs and attorney’s fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney’s fees, incurred in connection with enforcing its rights against the debtor party, whether those rights arise under this Agreement or involve matters arising solely under the Bankruptcy Code.
21. Further Actions. The parties agree to execute such documents and to take such other actions as may reasonably be requested by any party to carry out the purposes and provisions of this Agreement, and shall use their own best efforts to carry out the terms and conditions of the Agreement.
22. Confidentiality. The parties agree that, except as otherwise required by law, court order or the exceptions listed in this paragraph, the terms and conditions of this Agreement shall remain confidential between the parties to this Agreement, and shall not be disclosed to any other person or entity. Notwithstanding the above, the terms of this Agreement may be disclosed to the extent specifically required to perform the provisions of this Agreement, to file federal or state tax returns, and to report to professional organizations, insurers, reinsurers, auditors, accountants and potential merger or acquisition entities.
23. AI-Assisted Tools. Matrix uses AI-assisted tools as part of how we deliver and improve our services. This may include processing meeting recordings and transcripts, email and chat communications, support tickets, project notes, and operational data related to your account. These tools help our team work faster and more accurately on your behalf and are operated within Matrix's existing access controls, confidentiality obligations, and security standards. Client data is not used to train any third-party AI model. If you have specific requirements regarding AI use on your account, including limitations for regulated environments, let us know and we will document them.
24. Severability. If any court or arbiter of competent jurisdiction finds any term of this Agreement, or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement, and the court shall enforce the Agreement in such a manner as to give substantial effect to the intent of the parties as expressed in the Agreement.
25. Survival. All provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect.
26. Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.
27. Entire Agreement, Amendments. This Agreement, consisting of the attached Sales Quote and these Terms and Conditions, constitutes the entire Agreement between the parties pertaining to the subject matter of the Agreement, and supersedes all prior discussions, negotiations, understandings, representations, and agreements pertaining to the subject matter of the Agreement, whether oral or written. All terms of this Agreement, including its Recitals, are contractual. This Agreement may be amended or modified only by a written instrument executed by the parties that expressly states the intent of the parties to modify or amend this Agreement.
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