Terms
Terms and Conditions of Use

1. Terms and Conditions of Use

(a) These terms and conditions of use for services offered by Timebase Studios Inc. O/A The Matrx (herein known as “THE MATRX,” “we,” “us,” “our”), constitute a legal agreement and are entered into by and between you (the “Subscriber”) and the THE MATRX. The following terms and conditions (these "Terms and Conditions"), govern your access to and use, including any content, functionality, and services offered on or through, https://thematrx.net including its subdomains (the "Website") and your access to and use of any other services provided by us to you including, without limitation, data storage and processing services (whether or not such data is uploaded, stored or accessed through the Website or provided to us on a data storage device).

(b) By using the Website or any other services provided by us to you, or by clicking "I Accept" the terms and conditions (or similar), you accept and agree to be bound and comply with these Terms and Conditions and our Privacy Policy, available https://thematrx.net/terms. If you do not agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Website or our other services.

(c) By using this Website, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the THE MATRX and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

2. Subscription Services
(THE MATRX agrees to allow the Subscriber to consume subscription services (the “Service”) in accordance with these Terms and Conditions, any Service Level Agreements, and any Service Terms that apply to a certain Service Offering.

(The Subscriber agrees to pay the applicable fees for using the Service as per these Terms and Conditions.Payment for the Service is due on or before the due date specified on the invoice issued in respect to the Service. The due date on each invoice will be thirty (30) days from the date issued.

(A Subscriber’s account is in default and will be considered an Event of Default as defined in these Terms and Conditions, if payment is not received by THE MATRX within 15 days after the payment is due.

3. Third-Party Content
(a) Third-Party Content may be used by you at your election. Third-Party Content is governed by these Terms and Conditions and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

4. Modifications to the Terms and Conditions and to the Website
(a)We may modify these Terms and Conditions (including any Policies) at any time by posting a revised version on the Website or by otherwise notifying you in accordance with Section 18; provided, however, that we will provide at least 30 days’ advance notice in accordance with Section 18.

(The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service after the effective date of any modifications to these Terms and Conditions, you agree to be bound by the modified terms. It is your responsibility to check the Website regularly for modifications to these Terms and Conditions. We last modified these Terms and Conditions on the date listed at the end of these Terms and Conditions.

3. Account Set-Up and Security
(a) Subscribers are responsible for obtaining their own access to the Website. Subscribers are required to ensure that all persons who access the Website through an Internet connection are aware of these Terms and Conditions and comply with them.

(b) The Website including content or areas of the Website and the services provided through the Website require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

(c) Any user name, password, or any other piece of information chosen by you or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

(d) You are prohibited from attempting to circumvent and from violating the security of this Website including without limitation:
         (i) accessing content and data that is not intended for you;
         (ii) attempting to breach or breaching the security and/or authentication measures which are not authorized;
         (iii) restrict disrupt or disable service to users, hosts, servers or networks;
         (iv) illicitly reproducing TCP/IP packet header;
         (v) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website;
         (vi) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
         (vii) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
         (viii) attack the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
         (ix) otherwise attempt to interfere with the proper working of the Website; and
         (x) taking any steps to attempt access to another user’s account.


6. Fees and Discontinued Access
(a) We offer a number of services, membership plans, including special promotional plans or memberships with differing conditions and limitations. With subscription plans, we calculate and bill fees and charges every month.

(b) Fees and charges for any new service or new feature of a service will be effective when we post updated fees and charges on the Website, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing services you are using by giving you at least 30 days’ prior notice. Where applicable, you will be required to pay sales taxes in addition to the fees.

(c) We reserve the right to terminate or suspend your access to the Website or the services provided by us to you on notice if:
         (i) you fail to pay any of the fees owing in accordance with Section 6 (a),
         (ii) you have made an assignment for the benefit of creditors or become the subject of any bankruptcy, reorganization, liquidation or similar proceeding, or
         (iii) you fail to comply with these Terms and Conditions.

(d) In the event that we terminate or suspend your access to the Website or the services provided by us to you:
         (i) If you have been a paying subscriber of the Website or our services for a period of at least twelve (12) consecutive months prior to the date your access was terminated or suspended, we will continue to maintain and store your User Data (as defined below) for a period of twelve (12) months following the date that your access has been terminated or suspended (the "Grace Period"), during which time you will be given the opportunity to retrieve any of your User Data at your own expense.
         (ii) If, during the Grace Period, you pay all outstanding fees (including, for certainty, fees calculated and incurred during the Grace Period), then your access will be reinstated including access to any previously submitted User Data. Following the Grace Period, if your access has not been reinstated, we reserve the right to destroy any User Data, which will no longer be accessible to you.

(e) If have you have been a paying subscriber of our services for less than twelve (12) consecutive months prior to the date your access was terminated or suspended, we will provide you with thirty (30) days to retrieve any of your User Data at your expense, and following which we reserve the right to destroy any User Data, which will no longer be accessible to you.

(f) In the event that your access to the Website or the services provided by us to you is terminated or suspended, you remain liable to pay all fees accrued to the date of such termination or suspension.

7. User Data and Security
(a) As a condition of your access and use you agree that you may use the Website and our services only for lawful purposes and in accordance with these Terms and Conditions.

(b) The following content standards apply to any and all content, material, and information a user submits or transmits (collectively, "submit") to the Website for storage or for any other purpose, or content, material, and information that a user provides to the THE MATRX for storage including through the use of a hard drive (collectively, "User Data"). Any and all User Data must comply with all applicable federal, provincial, local, and international laws and regulations. Without limiting the foregoing, you warrant and agree that your use of the Website and any User Data shall not contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy.

(c) We will implement such thorough, secure and robust measures, both physical and electronic, consistent with industry practice, designed to help secure your User Data against loss, access or disclosure.

(d) User Data may be submitted to us for storage through the use of hard drives which we may at times provide to you for transferring your data and which are then returned to us for storage. Due to the risk associated with the transfer of physical drives, you confirm that you will maintain a full backup of all User Data until you review your User Data using the Website and confirm that all files intended to be submitted have been accepted and deposited for storage. You confirm that you will review the Website prior to deleting or destroying any files forming part of your User Data and will notify us promptly if any files are missing from the report so that a new hard drive can be delivered or data retransmitted and the process repeated.

(e) You understand and agree that you, not the THE MATRX, are fully responsible for any User Data you submit or contribute including the contents thereof and the integrity of the files and folder structure submitted, and you are fully responsible and legally liable for such content and its integrity.

(f) We are not responsible for the integrity of the data that is provided to us as User Data. When the contents of your User Data are returned to you, we will ensure that the files returned contain the same checksum hash as what was provided as User Data.


8. Intellectual Property Rights, Ownership and Confidentiality
(a) We agree that we will not acquire any intellectual property rights in the contents of your User Data including, without limitation, copyright, moral rights, trademark and other proprietary rights.

(b) We will protect and safeguard the confidentiality of the contents of your User Data, we will not use any of the contents of your User Data and will not disclose any of the contents of your User Data, provided that such obligation does not apply to any User Data that
         (i) is or becomes generally available to the public other than as a result of our breach of this Section 8 (b);
         (ii) is or becomes available to us on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing information;
         (iii) was in our possession prior to its submission to us;
         (iv) was or is independently developed by us without using any of the contents of the User Data; or
         (v) where disclosure is required by law including, without limitation, in accordance with Section 9 (a).

(c) You understand and agree that the Website and its entire contents, features, and functionality, and the features and functionality of any of the services we provide to you, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, but not including User Data, are owned by the THE MATRX, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark and any other proprietary rights.

(d) The THE MATRX name and all related logos, product and service names, designs, images and slogans are trademarks (whether or not registered) and intellectual property of the THE MATRX or its affiliates or licensors. You must not use such marks without the prior written permission of the THE MATRX. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.

(e) Your membership is personal to you and you may only use the Website for your own use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except your computer and browser may temporarily store or cache copies of materials being accessed and viewed.

(f) Subscribers are not permitted to modify copies of any materials from this site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

(g) You have no right, title, or interest in or to the Website or to any content on the Website or any of the services we provide (not including User Data), and all rights not expressly granted are reserved by the THE MATRX. Any use of the Website or the services we provide not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.

9. Site Monitoring and Enforcement
(a) The THE MATRX has the right, without provision of notice to:
         (i) Remove or refuse to store any User Data where such User Data does not comply with Section 7 (b).
         (ii) Review User Data either before or after submission to ensure ongoing compliance with Section 7 (b), but only when the THE MATRX has probable cause to believe that any User Data does not comply with Section 7 (b) and only on 5 days’ written notice to you (during which period you can opt to retrieve and remove such User Data from our system).

(b) At all times, to take such actions with respect to any User Data deemed necessary or appropriate in our sole discretion for violating the Terms and Conditions.

(c) Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing the Website or submitting User Data on or through the Website.

(d) We have no obligation, nor any responsibility to any party, to monitor the Website or any User Data, and do not and cannot undertake to review User Data that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been submitted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, including User Data. Our failure to monitor the Website and any User Data will not constitute a waiver of our rights under these Terms and Conditions.

10. Privacy
(a) Your use of the Website constitutes consent to the collection, use, reproduction, hosting, transmission and disclosure of data in compliance with our Privacy Policy, as we deem necessary for use of the Website and provision of services.

(b) By using this Website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Website may not function adequately.

11. Term Commencement and Duration
(a) The Subscriber’s Term shall commence on the date that the Service has been accessed by the Subscriber on a “month-to-month” basis, or on the date defined in the Subscriber’s Term Agreement, if applicable.

(b) The duration of the initial Term is either the conclusion of the then current calendar month, or the duration defined in the Subscriber’s Term Agreement, if applicable.

12. Termination
(a) After the initial Term has expired the Service may be cancelled at any time by the Subscriber with written Notice sent to THE MATRX at the address set out in these Terms and Conditions. If the Subscriber does not notify THE MATRX that they would like to cancel the Service at the end of the initial Term, the Service will continue on a “month to month” basis bound by the original Terms and Conditions, at the then current market price for the Service.

(b) Any Service termination by the Subscriber prior to the end of the current month is subject to the full monthly charge.

(c) In the event THE MATRX or the Subscriber (and the Subscriber provides Notice in writing thereof), determines that the Service produces an unforeseen security risk or diminishes the integrity of either parties’ system (including but not limited to hardware and software), then THE MATRX may suspend the Service immediately. Notice of the suspension will be given to the Subscriber in writing at the time of the suspension, at which point each party hereby mutually agrees to make best efforts to resolve the cause for the suspension. If THE MATRX and the Subscriber are unable to resolve the cause for the suspension within fifteen (15) days, then the Subscriber shall consider the subscription terminated with no charges to the Subscriber, and no refund of any charges already paid by the Subscriber. However, if THE MATRX determines, at its sole and absolute discretion, that the cause for suspension cannot be resolved, THE MATRX reserves the right to terminate the subscription with no charges to the Subscriber, and no refund of any charges already paid by the Subscriber.

13. Default
(a) Each of the following will be considered an “Event of Default” by the Subscriber:
         (i) The Subscriber fails to provide payment when due within the time allowed by these Terms and Conditions.
         (ii) Except as otherwise described in Section 13 (a) (i), the Subscriber fails to observe or perform any of the material covenants, conditions, or provisions outlined in these Terms and Conditions and, if capable of cure, same is not cured within fifteen (15) days after Subscriber receives Notice in writing of such failure from THE MATRX.
         (iii) The Subscriber becomes the subject of any voluntary proceedings under any bankruptcy or insolvency laws, or becomes the subject of any involuntary proceedings under any bankruptcy or insolvency laws which are not dismissed or withdrawn within sixty (60) days after filing.
 
(b)
Each of the following will be considered an “Event of Default” by THE MATRX:
         (i) THE MATRX fails to observe or perform any of the material covenants, conditions, or provisions outlined in these Terms and Conditions and, if capable of cure, same is not cured within fifteen (15) days after THE MATRX receives Notice in writing of such failure from the Subscriber.
         (ii) THE MATRX becomes the subject of any voluntary proceedings under any bankruptcy or insolvency laws, or becomes the subject of any involuntary proceedings under any bankruptcy or insolvency laws which are not dismissed or withdrawn within sixty (60) days after filing.

(c) An Event of Default by the Subscriber will result in the immediate suspension of the Service without prior written notice until the default is resolved. If the Subscriber cannot resolve the default within thirty (30) days, these Terms and Conditions will be terminated. If the subscription is terminated due to an Event of Default by the Subscriber prior to the completion of the initial Term, the Subscriber remains subject to the charges and fees due in accordance with these Terms and Conditions. THE MATRX reserves the right to pursue any remedies available to it by law to recover all outstanding fees, at the expense of the Subscriber.

(d) If THE MATRX commits an Event of Default, the Subscriber shall have the right to terminate these Terms and Conditions upon providing THE MATRX with Notice in writing, with no liability or responsibility to THE MATRX whatsoever.

14. Installation
(a) The installation of any equipment in the Subscriber’s facilities is the responsibility of the Subscriber. THE MATRX is not responsible for the Subscriber’s equipment or fibre optic cable between the Subscriber’s equipment and their facilities exchange, interconnect, or Meet-Me-Room (the “MMR”).

(b) The Subscriber is not permitted to physically interact with THE MATRX MMR end-point or demarcation, and must rely on the facilities own trained and authorized personnel to establish the fibre optic connection to THE MATRX network at the expense of the Subscriber.

(c) Section 14 (b) does not apply when the Subscriber owns the facility where the Subscriber’s equipment is stored and is considered null and void if the ownership of the facility is transferred to the Subscriber or its affiliates, agents, directors or officers while these Terms and Conditions is in effect.

15. Ownership
(a) Equipment owned by THE MATRX to operate the Service is wholly-owned by THE MATRX. The Subscriber is not responsible for the operation, installation, repair, or maintenance of such equipment, nor may the Subscriber claim ownership to or access any such devices, equipment, applications, or infrastructure.

16. Assignment
(a) THE MATRX and the Subscriber may, only with the prior written consent of a party to these Terms and Conditions, transfer, assign, swap, lease, sublease, or license all or any part of its interest in these Terms and Conditions, or delegate any duties, burdens, or obligations arising thereunder to any third party.

17. Service Level Agreement
(a) THE MATRX agrees to use industry best practices and reasonable effort to keep the Service online and available at all times.

(b) An “Outage” is considered an interruption of the Service that prevents data being passed between THE MATRX and the Subscriber at the fault or within the reasonable control of THE MATRX.

(c) As defined in these Terms and Conditions, an Outage of any duration does not include an interruption of the Service resulting from:
         (i) Scheduled maintenance; or
         (ii) Failure, misconfiguration or misuse of the Subscriber’s hardware or software; or
         (iii) Acts or omissions of the Subscriber; or
         (iv) Force Majeure or other events beyond the reasonable control of THE MATRX.

(d) An Outage begins once THE MATRX receives Notice of a suspected interruption from the Subscriber, confirms that there is in fact an interruption in the Service, and logs a ticket number for the request.

(e) An Outage is considered resolved once THE MATRX can confirm that the Service has been restored and closes the associated ticket number.

(f) An Outage lasting longer than forty-eight (48) hours at the fault or within the reasonable control of THE MATRX will result in a one-time refund of the monthly fee associated with the Service. Any subsequent Outage lasting longer than forty-eight (48) hours will be considered an Event of Default by THE MATRX hereunder.

18. Notice
(a) All approvals, requests, authorizations, directions or other communications under these Terms and Conditions, with the exception of maintenance notifications, will be given in writing to the party at the address first set forth above for such party and will be deemed to have been delivered and given for all purposes:
         (i) on the delivery date, if delivered personally; or
         (ii) one business day after deposit with a commercial overnight carrier, with written verification of receipt, if sent by courier; or
         (iii) upon personal acknowledgement by the recipient, if sent by email.

(b) It shall be the responsibility of Subscriber to keep THE MATRX informed as to a valid mailing address, email address, and telephone number to which Notice can be delivered.

19. Representations and Warranties
(a) EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THESE TERMS AND CONDITIONS, THE SERVICE OR THE MATRX SYSTEM, INCLUDING, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b) THE MATRX represents and warrants to the best of their knowledge and control that the Service will not violate the rights of any third party or any applicable laws.

20. Indemnity
(a) Except to the extent of THE MATRX’s gross negligence or willful misconduct, and to the fullest extent permitted by law, the Subscriber hereby agrees to indemnify, hold harmless, protect, and defend THE MATRX and its agents, employees, representatives and contractors from and against any and all claims, causes of action, liabilities, losses, costs, damages, whether foreseeable or unforeseeable (a “Claim”), arising out of or related to any act, omission or neglect of the Subscriber or its agents, employees, representatives and contractors, or arising from or related to the Subscriber’s use of the Service.

(b) The provisions of this section shall survive the termination, cancellation or expiration of these Terms and Conditions for a period of not more than two (2) years.

21. Limitation of Liability
(a) The Subscriber hereby agrees that the Subscriber’s use of the Service is solely at the Subscriber’s own risk and that all Service is provided on an “as is” and “as available” basis. THE MATRX expressly disclaims all warranties of any kind, whether expressed or implied, including but not limited to the implied warranties or merchantabilities, fitness for a particular purpose and non-infringement. THE MATRX makes no warranty that the Service will be uninterrupted or perform at the theoretical maximum speed or power of the Service.

(b) IN NO EVENT WILL EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, SUPPLIERS, SERVICE PROVIDERS, OR ANY THIRD PARTIES AFFILIATED WITH SUCH PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULITING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR OTHERWISE IN CONNECTION WITH THESE TERMS AND CONDITIONS.

22. No Waiver
(a) No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

23. Force Majeure
(a) Neither THE MATRX nor the Subscriber shall be liable to the other party for the failure to perform or delay in performing any of their respective obligations under these Terms and Conditions due to any direct or indirect cause beyond the reasonable control of the THE MATRX or the Subscriber including, but not limited to, fire, floods, earthquakes, windstorms, snow storms, lightning strikes, electrostatic discharges, natural disasters or other acts of God, strikes, lockouts, the acts of any governmental or regulatory order or action, wars or threats of war, unavailability of materials or equipment, delays in transportation, any act or negligence of the Subscriber or of a third party affecting the provision of the Services to the Subscriber, the failure of any telecommunication service of a third party (including, without limitation, any internet service providers) upon which THE MATRX is reliant to provide the Services to the Subscriber (each individually, a “Force Majeure Event”).  Notwithstanding the foregoing, in no event shall a lack of funds constitute a Force Majeure Event.  In the event failure or delay in performance due to a Force Majeure Event, performance by a party of its affected obligations under these Terms and Conditions (other than the payment of money) shall be excused for the reasonable length of time necessary to overcome the effect of such Force Majeure Event.

24. Severability and Reformation
(a) If any portion of these Terms and Conditions is determined to be or becomes unenforceable or illegal, such portion will be reformed to the minimum extent necessary in order for these Terms and Conditions to remain in effect in accordance with its terms as modified by such reformation.

25. Law and Attornment
(a) This Terms and Conditions will be governed and interpreted by the laws of Ontario, Canada, and all courts competent to hear appeals therefrom.

26. Singular/Plural
(a) Terms defined in the singular shall also have their meanings in the plural as the context of these Terms and Conditions requires.

27. Headings
(a) The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions.

Last Modified: November 18, 2019


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