Effective Date: November 20, 2020
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE AND YOU MUST PROMPTLY CEASE USING IT.
By agreeing to these Terms, you expressly agree to the arbitration of all Disputes (as defined below) as further described in this paragraph and in Section 15.2 below. Any controversy, allegation, or claim that arises out of or relates to the Site, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the foregoing arbitration provisions will remain in force.
1. YOUR ACCESS TO THE SITE
1.1 Internet Access. When using the Site on your mobile, laptop, desktop or other device (your “Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device through a Wi-Fi or LTE data communication network and (ii) any Internet connection and telecommunications fees and charges that you incur.
1.2 Your Device. Matchbook is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Site, including, but not limited to screen display operation features of your Device.
1.3 No Guarantee. Access to the Site may be suspended temporarily and without notice (a) in the event of system failure, (b) for maintenance or repair, (c) where we reasonably suspect there has been a breach of these Terms, (d) for reasons reasonably beyond our control, or (e) as otherwise explained in these Terms.
2. PERMITTED USE AND RESTRICTIONS
2.1 License Grant. Subject to the terms and conditions of these Terms, Matchbook hereby grants you a limited, non-exclusive, personal, non-transferrable, non-sublicensable, non-assignable license to access and use the Site (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your personal use on a Device that you own or control. We reserve all other rights, which are not granted in these Terms.
2.2 Use Restrictions. You may not access or use the Site in any way that is not expressly permitted by these Terms. You may not: (a) cause, permit or authorize the modification, copy, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site; (b) sell, assign, rent, lease, or grant rights in the Site, including, without limitation, through sublicense, to any other person or entity; or (c) use the Site for any unlawful, prohibited, abnormal or unusual activity as determined by Matchbook in its sole discretion.
2.3 Investigations. We may, but are not obligated to, monitor or review our Site at any time. If we become aware of any possible violations by you of these Terms we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Site pursuant to Section 13 below.
2.4 Violation of these Terms. You must not use (or permit a third-party to use) the Site: (a) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Site or any operating system used by the Site, (b) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users, (c) to collect or harvest any information or data from the Site or our systems or attempt to decipher any transmissions to or from the servers running the Site, (d) via use of a robot, spider, or other automated device to monitor or copy the Site or any information provided by the Site, (e) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms, (f) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam), or (g) for any other purpose that is to Matchbook’s detriment or commercial disadvantage. You acknowledge and agree that you are solely responsible, and Matchbook has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.
2.5 Accounts. In order to use aspects of the Site, you must register for and maintain an active personal user account (“Account”). You must be at least  years of age to register for an Account. Unless otherwise permitted by us in writing, you may register for only one Account.
2.6 Data Partners. In order to use aspects of the Site, you must first have an account with at least one of our authorized data partners (e.g., Dun & Bradstreet, Experian). You acknowledge that all substantive data content processed through our services on the Site is received from such data partners as part of your agreement with them, and we do not source, investigate, or otherwise preview such data content for accuracy or suitability (see also, Section 6). In addition to these Terms, you must abide by any and all terms and conditions of your respective data partner(s). You acknowledge and agree that you are solely responsible, and Matchbook has no responsibility or liability to you or any other person or entity for, any breach by you of such terms and conditions, or for the consequences of any such breach.
You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, may result in your inability to fully access or use the Site. If at any time, you choose to cancel your Account, please email us, as detailed below.
By agreeing to these Terms or using the Site, you agree to receive communications from us, including via email.
Communications from us may include operational communications concerning your Account or responses to your inquiries or marketing materials. If you wish to opt-out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. Please note that you cannot unsubscribe from certain correspondence from us, including messages relating directly to your Account.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Trademarks. Matchbook and the “Matchbook Services” name and logo are trademarks and service marks of Matchbook. You do not have the right to use any of our trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
5.2 Ownership. You acknowledge that all intellectual property rights in the Site, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all content in the Site and compilation thereof (excluding the trademarks or other content provided by our data partners), anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Matchbook, protected by intellectual property laws. You acknowledge and agree that Matchbook, or its licensors, owns all right, title and interest in and to the Site, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site is protected by U.S. and international copyright laws. Further, you acknowledge that the Site may contain information that Matchbook has designated as confidential and you agree not to disclose such information without Matchbook prior written consent. Nothing posted on the Site grants a license to any Matchbook trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read on the Site is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Matchbook. When accessing the Site, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.
6. THIRD-PARTY SITES AND SERVICES
The Site may contain links to third-party websites, including but not limited to our data partners (collectively, “Third-Parties”). You acknowledge that we have no control over these Third-Parties’ websites or locations, and are not responsible for their contents, actions, and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk. Your use of the Third-Parties’ websites or locations will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.
7. NOTICE FOR CALIFORNIA RESIDENTS PURSUANT TO CA CIVIL CODE SECTION 1789.3
Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
8. SECURITY AND PASSWORDS
You are solely responsible for keeping your password and any other authentication information confidential and agree to be responsible for all activities that occur under your Account or password. You must not disclose it to anyone else. If you know or suspect that anyone other than you knows your password or any other authentication information, you must promptly notify us using the contact details below. We are not responsible for any losses or liabilities arising out of or in connection with any unauthorized use of any of the Site.
We have the right to disable any password, or other authentication information whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
9. YOUR PROMISES TO US
You promise to us that (a) you are authorized to agree to these Terms, (b) you are not located in a country subject to a United States government embargo, nor are you located in a country that has been designated by the United States government as a “terrorist supporting” country, (c) you are not listed on any United States government list or prohibited or restricted parties, (d) you assume the risk of any information submitted by you, and (e) you will not disclose nor allow to be disclosed by any means any confidential information belonging to us that you become aware of.
You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and costs), arising out of or in connection with: (a) your use of the Site; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third-party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.
11. WARRANTY DISCLAIMER
WE PROVIDE THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SITE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SITE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them.
To the maximum extent permitted by law, we exclude all conditions, warranties, representations and other terms, which may apply to the Site, whether express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of the rights of third-parties with respect to the Site and all information, and content.
NO INFORMATION OR ADVICE OBTAINED THROUGH THE SITE, OR AFFIRMATION BY US, BY WORDS OR ACTIONS, SHALL CONSTITUTE A WARRANTY. WE ALSO MAKE NO PROMISES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENT INCLUDED ON THE SITE IS ACCURATE, COMPLETE OR UP-TO-DATE, AND WE HAVE NO LIABILITY TO YOU FOR LOSSES ARISING OUT OF YOUR RELIANCE ON THE SITE (INCLUDING ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY).
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE, OR YOUR INABILITY TO ACCESS OR USE THE SITE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SITE, OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF MATCHBOOK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your sole remedy for dissatisfaction with the Site including, without limitation, content on the Site, is to stop using the Site. Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Site or any links on the Site, as well as by reason of any information or advice received through or advertised in connection with the Site or any links on the Site.
In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Site, or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the greater of: (i) the total amount paid for Site services in the preceding 30 days, or (ii) One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms, in relation to our Site, or the performance or non-performance of the Site must be brought within one year after such claim or cause of action arises or be forever barred.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MATCHBOOK’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON MATCHBOOK’S CHOICE OF LAW PROVISION SET FORTH BELOW.
We reserve the right to change, edit, suspend, delete and/or cancel any part of the Site, or may terminate these Terms, deactivate your Account, cancel your order, and/or your permission to use the Site immediately, without prior notice or liability, if: (a) you commit any breach of these Terms; (b) we discontinue the Site, (c) we are prevented from providing the Site for any reason, (d) if required by law, (e) at the request of one of our data partners, or (f) due to an event beyond our control.
On termination of these Terms for any reason: (a) all rights granted to you under these Terms will cease immediately, (b) you must immediately cease all activities authorized by these Terms (including your use of the Site), and (c) you acknowledge that we may restrict your access to the Site. Sections 4, 5, and 10-16 will survive any termination or expiration of these Terms.
14. COMMUNICATION BETWEEN US
If you wish to contact us in writing, or if any condition in these Terms require you to give us notice in writing, you can send this to us by email using the contact details at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.
15. DISPUTE RESOLUTION
15.1 Governing Law; Jurisdiction. These Terms are governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Matchbook agree that, except as otherwise provided below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all Disputes arising out of or related to these Terms or your use of the Sites and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Matchbook shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
15.2 Binding Arbitration.
15.2(A) Arbitration Procedures. You and Matchbook agree that, except as provided in Section (d) below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 15 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.
Except as otherwise set forth in Section (d) below, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Matchbook will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and Matchbook may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator, and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
15.2 (B) Location. The arbitration will take place in Los Angeles, California unless the parties agree to video, phone or internet connection appearances.
15.2(C) Limitations. You and Matchbook agree that any arbitration shall be limited to the Claim between Matchbook and you individually. YOU AND MATCHBOOK AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES, (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL, AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
15.2(D) Exceptions to Arbitration. You and Matchbook agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Excluded Dispute, (b) any Claim related to, or arising from, allegations of theft, piracy, or unauthorized use, and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
15.2(F) Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
15.2(G) Severability. You and Matchbook agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section (d)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section (d) is found to be illegal or unenforceable then neither you nor Matchbook will elect to arbitrate any Claim falling within that portion of Section (d) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, California, and you and Matchbook agree to submit to the personal jurisdiction of that court.
16. OTHER IMPORTANT TERMS
16.1 Assignment. The rights granted to you under these Terms may not be assigned without Matchbook’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
16.2 Severability. If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of these Terms shall be given full force and effect.
16.3 Attorneys’ Fees. The prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.
16.4 No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Matchbook of any provision, condition or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
16.5 Equitable Remedies. You acknowledge and agree that Matchbook would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
16.6 Entire Agreement. These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Matchbook with respect to the Site and supersedes any and all prior agreements between you and Matchbook relating to the Site.
16.7 Transfer. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or our obligations under these Terms.
17. CHANGES TO THESE TERMS
We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Site (we may also email you about any material changes to these Terms). To the extent permitted under applicable law, we reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Site (or any part of it) with or without notice.
18. CONTACT US
If you have any questions or comments relating to these Terms, please contact us at:
Matchbook Brands, Inc.
11271 Ventura Boulevard #384
Studio City, CA 91604