Vitality Index

    Terms of Use

    Effective Date: March 18, 2026

    Provider: Match Vertical Partners, LLC
    Address: 4900 O'Hear Ave, North Charleston, SC 29405
    Support / privacy contact: contact@matchverticals.com

    Note: These Terms of Use are a contract between you and Match Vertical Partners, LLC.

    1. Overview and Acceptance

    These Terms govern your access to and use of Vitality Index, an account assessment, scoring, and strategic growth planning platform provided by Match Vertical Partners, LLC ("Company," "we," "us," or "our"). By registering, accessing, or using the Service you represent that you are authorized to bind the organization you represent ("Customer") to these Terms. If you do not agree, do not use the Service.

    2. Definitions

    • Account: Customer credentials and subscription that permit access to the Service.
    • Customer: The legal entity that registers an Account and purchases subscriptions.
    • User: An individual authorized by Customer to use the Service.
    • Administrator: A User with administrative rights for an Account.
    • Customer Data: All data, content, assessments, scoring inputs, account plans, notes, attachments, and other materials uploaded or entered by Customer or its Users. For the avoidance of doubt, Customer Data does not include the Service, Service Materials, or Company IP, even where such materials are generated by the Service using Customer Data as inputs.
    • Service: Vitality Index and associated software, documentation, APIs, and Service Materials.
    • Service Materials: All proprietary content, materials, methodologies, frameworks, and systems made available through or embodied in the Service, including without limitation: the Vitality Index framework and its domain models; vitality drivers; strategic objective libraries and their mappings to drivers; scoring methodologies, weighting logic, thresholds, and scoring rules; progression models across maturity levels; recommendation logic and output structures; taxonomies, classifications, and organizational schemas; reports, plans, analyses, and other outputs generated by the Service; and all related documentation, data structures, and user interfaces. Service Materials include both the individual elements and their structure, selection, coordination, arrangement, and interrelationships as embodied in the Service.
    • Order Form: The ordering document that describes subscriptions, fees, billing, and any addenda.
    • DPA: The Data Processing Agreement available at /legal/dpa.
    • SLA: The Service Level Agreement available at /legal/sla.
    • Privacy Policy: Company's privacy policy available at /legal/privacy.
    • Company IP: Has the meaning set forth in Section 8 (Company Intellectual Property).
    • Confidential Information: Non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Company Confidential Information includes: (a) all Service Materials and Company IP; (b) the structure, design, logic, organization, and arrangement of the Vitality Index framework as embodied in the Service, including domain models, vitality drivers, strategic objective mappings, scoring methodologies, weighting logic, thresholds, progression models, recommendation logic, and output structures; (c) non-public aspects of the Service's functionality, algorithms, processes, formulas, and systems as revealed through use of the Service; and (d) any information that Company designates as a trade secret. The foregoing elements constitute Company Confidential Information regardless of whether they are expressly marked as confidential.

    3. Eligibility

    The Service is for businesses and their authorized Users. You represent that you are at least 18 years old and that you have authority to bind the Customer. Personal or consumer use is not permitted without our prior written consent.

    4. Account Registration and Administrators

    • Customer will provide accurate Account registration information and keep it current.
    • Customer is responsible for all activity under its Account, including actions of Administrators and Users.
    • Customer must maintain at least one Administrator. Administrators may create, disable, and delete Users and assign roles. Customer must promptly update Administrator assignments and remove access when employees or contractors leave.

    5. Enterprise Accounts and Admin Controls

    The Service supports enterprise team accounts, role-based access control, audit logs, single sign-on, SCIM provisioning, delegated admin features, and audit exports, subject to the plan purchased.

    Administrators are responsible for configuring roles and access rights to limit access to Customer Data. Company provides tools and logs; Customer must use them to meet its compliance and governance needs.

    6. Acceptable Use

    Customer and Users must not:

    • Use the Service for unlawful activity.
    • Use scoring outputs to make decisions that unlawfully discriminate against protected characteristics. Do not use scoring outputs as the sole basis for regulated decisions such as hiring, credit, housing, immigration, or eligibility for public benefits without human review and any legal safeguards required by applicable law.
    • Reverse engineer, decompile, disassemble, or derive source code, proprietary models, or non-public technical details from the Service or Service Materials, except to the limited extent that applicable law expressly prohibits this restriction notwithstanding a contractual obligation to the contrary.
    • Infer, reconstruct, extract, derive, approximate, or replicate the underlying framework, scoring logic, mappings, weights, thresholds, progression model, decision rules, objective libraries, or other proprietary methodology of the Service, whether through direct use, analysis of outputs, or any other means.
    • Use scoring outputs, reports, recommendations, plans, assessments, or any other Service Materials to create, develop, enhance, or contribute to a competing or substantially similar framework, product, methodology, dataset, playbook, or service.
    • Benchmark, scrape, systematically test, probe, or engage in structured or automated use of the Service intended to uncover, map, or catalog the Service's internal logic, scoring architecture, progression rules, or framework structure.
    • Use the Service or any Service Materials to train, tune, validate, or improve any competing product, model, or service, including any artificial intelligence or machine learning system.
    • Circumvent rate limits, role restrictions, usage controls, access restrictions, or other technical protections implemented in the Service.
    • Interfere with the Service, attempt to access other Customers' data, or introduce malware.
    • Upload content that violates third-party rights or applicable law.

    For the avoidance of doubt, the restrictions in this Section apply to both manual and automated activity, regardless of whether carried out by Customer, its Users, or any third party acting on Customer's behalf. Company may suspend Accounts for violations of acceptable use.

    7. Customer Content and Ownership

    • Customer retains all right, title and interest in Customer Data.
    • Customer grants Company a limited, worldwide, non-exclusive license to host, copy, transmit, and display Customer Data as needed to provide the Service, operate the platform, maintain system integrity, and comply with law. Company will not use Customer Data for commercial purposes separate from providing the Service except as permitted in the Privacy Policy and the DPA.

    8. Company Intellectual Property

    Company retains all right, title and interest in and to the Service, the Service Materials, and all related intellectual property rights, including but not limited to copyrights (registered and unregistered), trade secrets, database rights, moral rights, trademarks, domain names, design rights, and any derivative works (collectively, "Company IP"). Company owns and may enforce Company IP; Company has registered copyrights and other protectable rights in the Service and Service Materials.

    Without limiting the foregoing, Company IP includes: (a) the structure, sequence, organization, and design of the Vitality Index framework as embodied in the Service; (b) scoring methodologies, output architecture, and the rules governing how scores are calculated, weighted, and presented; (c) strategic objective libraries, their mappings to vitality drivers, and the progression logic across maturity levels; (d) recommendation systems, decision logic, and the relationships among framework elements; and (e) all derivatives, improvements, enhancements, and related know-how. These elements are proprietary to Company and may constitute trade secrets and Confidential Information.

    Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service and Service Materials during the applicable subscription term solely for Customer's internal business purposes, subject to these Terms and the Order Form. No right, title, or interest in any Company IP is transferred to Customer. Company may suspend or terminate access as set out in Section 21.

    Customer will not remove, alter, or obscure any proprietary notices on the Service or Service Materials (including copyright, trademark or other proprietary notices) and will reproduce any such notices on permitted copies.

    Unauthorized use, reproduction, distribution, or exploitation of Company IP is strictly prohibited. Customer will not create, attempt to create, or assist any third party in creating any product, service, framework, methodology, or system that incorporates, is derived from, or replicates the non-public elements of the Service, the Service Materials, or the Vitality Index framework, including but not limited to its proprietary structure, scoring logic, objective mappings, progression models, and recommendation systems. Nothing in this Section restricts Customer from independently developing products or services that do not use or incorporate Company IP, Service Materials, or Confidential Information.

    IP protection and equitable remedies. Customer acknowledges that Company IP, Service Materials, and Confidential Information are valuable assets that have been developed through substantial investment, and that a breach of Company's intellectual property rights, the acceptable use restrictions in Section 6, or the confidentiality obligations in Section 13 may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, Company will be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or other security, to the extent permitted by applicable law.

    9. Feedback and Improvements

    Customer grants Company a worldwide, perpetual, irrevocable, royalty-free license to use feedback, suggestions, or improvement ideas provided by Customer or Users to operate and improve the Service. If Customer requires different treatment for particular feedback, Customer must notify Company in writing before submission.

    10. Third-Party Services and Integrations

    The Service may integrate with third-party services such as QuickBooks, SMTP providers, identity providers and analytics vendors. Use of third-party services is governed by the third-party terms. Company disclaims responsibility for third-party performance or security. Customer is responsible for configuring integrations and for third-party charges.

    11. Fees, Billing and Payment

    11.1 Plans and Displayed Prices

    The Service is offered in three plan types:

    • Individual (for individual sales reps): published price: $1,668 billed annually (equivalent to $139/mo) if Customer selects annual billing. If Customer selects monthly billing, the monthly price is $159/mo.
    • Business (for sales teams and managers): published price: $4,788 billed annually (equivalent to $399/mo) if Customer selects annual billing. If Customer selects monthly billing, the monthly price is $449/mo. The Business plan may list a minimum number of users or seat packs; Customer's Order Form controls the exact seat count and price.
    • Enterprise (for large organizations): custom pricing. Enterprise customers should contact sales for an Order Form and pricing.

    11.2 Annual Billing

    If Customer selects annual billing for Individual or Business plans, the full annual amount is due at checkout or activation and is non-refundable unless required by applicable law.

    11.3 Monthly Payment Option (12-Month Term)

    If Customer selects the monthly payment option for Individual or Business plans, Customer commits to a twelve (12) month payment term billed monthly: first payment due at checkout/activation and billing every 30 days thereafter for eleven additional payments. The subscription automatically renews for successive 12-month terms at the then-current monthly rate unless Customer opts out in accordance with the Order Form and these Terms. Cancellation during the 12-month term does not relieve Customer of the obligation to pay remaining monthly installments.

    11.4 Enterprise Billing

    Enterprise billing terms are set in the Order Form.

    11.5 Payment Mechanics and Taxes

    Payments are due when invoiced. For Enterprise Net 30 invoices, payment is due within 30 days of invoice date. Customer is responsible for all taxes, duties and similar charges.

    11.6 No Refunds

    Except where required by applicable law, payments are non-refundable.

    11.7 Overdue Charges, Suspension and Collection

    Company may charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, suspend access after reasonable notice, and pursue collection.

    11.8 Changes to Pricing and Trials

    Company may change pricing for new subscriptions. Trials are limited to 30 days and may be deleted after trial expiration unless Customer converts or exports data.

    12. Trials and Beta Services

    Beta Services and trials are provided "as is." Customer is responsible for exporting trial data. Company may limit liability for Beta Services as stated in the Order Form.

    13. Confidentiality

    Each party will keep the other party's Confidential Information confidential and use it only to perform obligations under these Terms. Each party will protect the other party's Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of similar sensitivity. Confidential obligations survive termination for three years, except trade secrets which survive as long as they remain trade secrets under applicable law.

    Company Confidential Information and trade secrets. Customer acknowledges that use of the Service may expose Customer to non-public aspects of Company's proprietary framework, methodology, scoring logic, mappings, progression models, and output structures. To the extent that such information is not independently available to the public, Customer agrees to treat it as Company Confidential Information and, where applicable, as trade secrets of Company. Customer will not disclose, publish, or make available to any third party any non-public details of the Service's framework, methodology, or internal logic, whether learned through use of the Service, analysis of outputs, or otherwise.

    Confidential Information excludes information that (i) is or becomes public through no fault of the receiving party; (ii) was known to the receiving party without restriction before receipt; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without duty of confidentiality. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives the disclosing party reasonable prior notice where permitted.

    14. Security and Audit Rights

    14.1 Security Commitments

    Company will maintain technical and organizational measures reasonably appropriate to protect Customer Data, consistent with the DPA and Company's security documentation. These measures include, at a minimum, secrets management, encryption in transit and at rest, role-based access control, structured logging with redaction, monitoring and alerting, and an incident response process with forensic capability.

    14.2 Certifications and Audit Evidence

    Subject to confidentiality obligations, Company will provide Customers (or prospective Customers under NDA) copies of current third-party security attestations, audit summaries or reports (for example SOC 2 Type II, ISO 27001) and a summary of technical controls upon request. On-site audits are not permitted by default; Customer and Company may agree to an on-site audit only by separate written agreement that addresses confidentiality, scope, timing, and costs.

    14.3 DPA Precedence

    Security, breach notification and audit obligations are governed by the DPA. To the extent of any conflict between this clause and the DPA, the DPA controls for data processing matters.

    15. Data Protection Roles

    15.1 Roles

    Customer is the data controller of Customer Data. Company is the data processor for Customer Data processed to provide the Service, except where Company acts as an independent controller as explained in the Privacy Policy for Company's own sales, recruitment or support activities.

    15.2 DPA

    Processing of Customer Data is governed by the DPA at /legal/dpa. The DPA controls data processing obligations, breach notification timelines, export mechanisms, and retention rules.

    16. Use of Scoring Outputs

    Scoring outputs, reports, recommendations, growth strategy plans, and other materials generated by the Service ("Outputs") are provided under a limited, non-exclusive, non-transferable license solely for Customer's internal business use. Company retains all right, title, and interest in the Outputs to the extent they embody or reflect Company IP, Service Materials, or Confidential Information.

    Customer must not: (a) use Outputs to reverse engineer, reconstruct, replicate, or approximate the Service's framework, scoring methodology, mappings, progression logic, or other proprietary elements; (b) use Outputs to develop, enhance, train, or validate any competing or substantially similar product, framework, methodology, or service; (c) redistribute, sublicense, or publish Outputs to the general public or make Outputs available to third parties for their independent use, provided that Customer may share Outputs with its affiliates, employees, contractors, professional advisors, and service providers who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms; or (d) aggregate, correlate, or systematically analyze Outputs for the purpose of deriving Company's proprietary models, rules, or logic.

    Company disclaims any warranty regarding the accuracy, completeness, or fitness of Outputs for any particular purpose. Customer must not rely solely on scores or Outputs for legal or regulated decisions without human review and any legal safeguards required by applicable law.

    17. Warranties and Disclaimers

    Except as expressly provided, the Service is provided "as is" and "as available." Company disclaims all warranties to the maximum extent permitted by law.

    18. Limitation of Liability

    18.1 General Cap

    To the maximum extent permitted by applicable law, Company's aggregate liability arising out of or related to these Terms will not exceed the total fees actually paid by Customer to Company under the Order Form in the twelve (12) months preceding the claim.

    18.2 Exclusion of Consequential Damages

    Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility of such damages.

    18.3 Carve-outs

    The limitations in this Section do not apply to: (a) breaches of confidentiality obligations; (b) violations of a party's intellectual property rights; (c) Customer's breach of the acceptable use restrictions in Section 6; (d) fraud or willful misconduct; or (e) liabilities that cannot be limited by applicable law.

    19. Indemnification

    Customer will indemnify and hold harmless Company from third-party claims arising from Customer's use of the Service, Customer Data, or violation of these Terms, including any breach of the acceptable use restrictions in Section 6 or the confidentiality obligations in Section 13. Company will indemnify Customer against third-party claims that the Service infringes intellectual property rights, subject to prompt notice, cooperation, and Company's control of defense.

    20. Term and Renewal

    Subscriptions begin on the date specified in the Order Form and continue for the initial term. Subscriptions renew automatically for successive terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

    21. Termination and Suspension

    Either party may terminate for material breach if the breaching party fails to cure within 30 days of notice. Company may suspend access immediately for non-payment, security threats, or violations of acceptable use. A breach of Section 6 (Acceptable Use), Section 8 (Company Intellectual Property), or Section 13 (Confidentiality) that involves unauthorized extraction, reconstruction, or competitive replication of Company IP or Confidential Information shall constitute a material breach for which no cure period is required, and Company may terminate access immediately upon notice.

    21.1 Cancellation by Customer

    The plan owner may cancel the subscription through the Service's billing settings. Upon cancellation, the workspace enters a 30-day read-only period during which Customer may view and download existing data (including growth strategy plans as PDFs) but may not create, modify, or delete any records. After the 30-day read-only period, all workspace access is blocked. Cancellation does not relieve Customer of the obligation to pay any remaining balance due under the subscription term, including remaining monthly installments for monthly billing commitments. Cancellation cannot be reversed; Customer must purchase a new subscription to resume service.

    21.2 No Downgrades

    Plan downgrades (e.g., from Business to Individual) are not available. Customer may upgrade plans or add seats during the subscription term but may not reduce the plan tier or seat count. To change to a lower-tier plan, Customer must allow the current subscription term to expire with auto-renew disabled, then purchase a new subscription at the desired level.

    21.3 Workspace Deletion

    The plan owner may permanently delete the workspace through the Service's billing settings. Workspace deletion immediately and permanently removes all Customer Data, including accounts, assessments, growth strategy plans, and team member records. Deletion cannot be reversed. If Customer has remaining billing obligations at the time of deletion, those payments will continue until fulfilled. The plan owner will retain access to a minimal billing status page until all obligations are satisfied.

    21.4 Suspension for Non-Payment

    If a payment fails, Customer enters a 15-day grace period during which full access is maintained. During the grace period, all workspace users will see a persistent warning indicating the overdue payment and a link to pay the outstanding invoice. If payment is not received within the 15-day grace period, the account is suspended and all workspace access is blocked for all users. An email with a payment link is sent to the plan owner. Upon receipt of payment, access is automatically and immediately restored.

    22. Effect of Termination

    Upon termination, Customer's access to the Service will cease. For cancellations, Customer has 30 days of read-only access to download data before access is fully blocked. For workspace deletions, data is removed immediately. Company will delete remaining Customer Data per the DPA retention schedule. Termination or expiration of these Terms does not relieve Customer of its obligations under Section 6 (Acceptable Use), Section 8 (Company Intellectual Property), Section 13 (Confidentiality), or Section 16 (Use of Scoring Outputs), all of which survive termination.

    23. Governing Law and Dispute Resolution

    These Terms are governed by the laws of the State of South Carolina, United States, without regard to conflict of law principles. Any disputes will be resolved in the state or federal courts located in Charleston County, South Carolina.

    24. Changes to Terms

    Company may modify these Terms. Material changes will be communicated at least 30 days before taking effect. Continued use of the Service after changes constitutes acceptance.

    25. Miscellaneous

    These Terms, together with the Order Form, DPA, SLA, and Privacy Policy, constitute the entire agreement. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remaining provisions remain in effect. Neither party may assign without consent, except in connection with a merger or acquisition.