Matchbook Beta Terms of Service

Acceptance of the Terms of Service  

 These terms of service are entered into by and between the user accessing the Matchbook Website at www.matchbook.io (“you”) and OneWire Holdings, LLC (”Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of www.Matchbook.io, including any content, functionality, and services offered on or through that site (the “Website”).

Please read these Terms of Service carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, and our Copyright Policy, each of which is hereby incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older, and who reside in the United States or any of its territories or possessions, and who otherwise meet the eligibility criteria set forth in the Website. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company 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.

Changes to the Terms of Service 

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, they apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 Accessing the Website and Account Security 

We reserve the right to withdraw or amend the Website and any service or material we provide on the Website, and to stop providing any Service in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

 To access the Website or some of the resources it offers, you will be asked to provide certain registration details or other information.  You may create an account on the Website as an individual seeking employment or exploring employment opportunities (a “Candidate”) or as a hiring manager or other human resources representative of an enterprise seeking qualified candidates to fill roles within your organization (a “Hiring Manager”).

You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and 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 exit from your account at the end of each session. You should use particular 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.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

You understand that your information, may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

Services

These Terms of Service apply to your access to and use of the Website, and provision of information to us whether on the Website or through other means (e.g., by telephone, or email between you and the Company). You may access and use the Website as a Hiring Manager or as a Candidate, after creating an Account.  You may also simply browse the Website, although much of the information available on it will be inaccessible to you.  These Terms of Service apply to you no matter how you use the Website.  The services we offer on and through the use of the Website (“Services”) allow Candidates and Hiring Managers to connect in order to find employment (if you’re a Candidate) or to identify a Candidate to fill an existing position within an organization (if you’re a Hiring Manager). 

 For Candidates

 Candidates who have created an Account and uploaded information about themselves on the Website may receive a screening invitation to be included in a listing of profiles published in Matchbook.  Upon successful screening, the Candidate will then be published and viewable by Hiring Managers.  The information that a Candidate may post to the Website may include the Candidate’s name, contact details, a photograph, information about the Candidate’s employment history, education, achievements, awards, and other information which they deem relevant to employment decisions. 

If you are a Candidate and you do not post a picture of yourself, you agree and authorize that we may copy a photo of you we find on social media pages (e.g., LinkedIn), and post it to our Website.  You hereby grant us permission to copy any photos we find of you on such social media pages, and post them to the Website for Hiring Managers to see and represent that you have all necessary right, title and interest in the photo to permit us to do so.

Hiring Managers will be able to see the Candidates’ information, read our Recruiter Notes on each candidate and may initiate a process through the Website to discuss possible employment opportunities with such Candidate at the Hiring Manager’s organization.  

To be a Candidate and create an Account on the Website, you represent and warrant that:

·         You are 18 years of age or older.

·         You have experience in the financial services industry or advertised role.

·         You will post only truthful, accurate and complete information on the Website about you and your education, awards, work experience, skills and any other item of Your Content.

·         You will comply with these Terms of Service in all respects.

You take sole responsibility for the form, content and accuracy of Your Content, including your career profile.  Please note that we make no warranties as to the process or of any employment decisions by Hiring Managers or their organizations

For Hiring Managers

Hiring Managers can access Matchbook for free and only by registering through the Website.  Once your account is approved, you will be able to join different marketplaces that list screened talent on the Website.  If you are interested in initiating contact with a Candidate through the Website, you will be able to send an interview request to the Candidate through the Website (“Interview Request”).  Your interaction with a Candidate may result in an offer for employment (“Job Offer”). Candidates may, in their sole discretion, accept or reject an Interview Request and/or a Job Offer.

For certain Services, you, as Hiring Manager, may enter into a Master Subscription Agreement with us (“MSA”).   Such Services will be subject to payment of certain sums to us as set forth in the MSA, including a fee payable to us for each Candidate hire that you make through the Website (the “Hiring Fee”) as set forth in the MSA (e.g., 15% of the Candidate’s annual base salary plus a non-refundable project fee).   

To be a Hiring Manager and create an Account on the Website, you must meet the following qualifications:

·         You must be 18 years of age or older.

·         You must be in a position of authority to make decisions about employment and hiring within your organization. 

Hiring Managers represent and warrant as follows:

·         You must post only truthful, accurate and complete information on the Website about you, your organization, and the positions you need to fill.

·         Your organization fully complies with all applicable federal, state and local laws in any activity related to the Services and your use of the Services;

·         You will contact Candidates through the Website only in relation to the Services.

·         You will cease contact with any Candidate who has requested not to be contacted by you or your organization.

·         You will maintain the confidentiality of all Candidate information submitted through the Website or Services and comply with all applicable privacy laws in the collection, processing and sharing of the Candidates’ information and content.

·         You have authorization from your organization or enterprise to create an Account on our Website and to bind the organization or enterprise to these Terms of Service.

·         You and your organization will comply with these Terms of Service in all respects.

As a Hiring Manager, you take sole responsibility for (i) the contact with candidates through the Website, (ii) any and all hiring decisions you or your organization make whether through the use of the Website or not.

General Terms

The Company is solely an intermediary between Candidates and Hiring Managers and makes no determination, representation or warranty whatsoever as to accuracy, truthfulness or completeness of any Candidate profile, or their education or work history or experience.  The Company disclaims all liability with respect to any such information

We may change, cancel, suspend, modify or end the provision of our Services on or through the Website at any time, with or without reason.  We do not promise, nor undertake to store, keep or continue showing any of Your Content. Your use of others’ content and information posted on our Services is at your own risk.

You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide or make available on the Website, except to the extent required by applicable law and as noted in our Privacy Policy.

By using our Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We do not review content provided by our users or others. You agree that we are not responsible for the content or information provided by other persons on the Website.

Fees

Once we have approved the registration of a Hiring Manager, the Hiring Manager will be able to submit Interview Requests and contact (through the Website) Candidates listed on Matchbook. If a Candidate identified through our Services accepts a Job Offer from you within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, regardless of whether the Candidate accepted an Interview Request, the Employer will be charged a success fee (the “Success Fee”), which equals 15% of such Candidate’s first year base salary to be paid within fifteen (15) days of the Candidate’s start date. All state and local sales, use, excise, value-added, privilege and/or similar taxes applicable to the Success Fee will be broken out on the invoice as a separate item.

If we determine that an Employer has circumvented our Site and/or Services after discovering a Candidate through our Site or Service and subsequently hired that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, we will promptly notify such Employer of such circumvention and provide Employer with thirty (30) days to provide us with reasonable documentation identifying that such Employer was involved in an Active Recruiting Process with such Candidate prior to contacting such Candidate through our Site or Service. In the event Employer is unable to provide us with such documentation, we will invoice Employer for, and the Employer will pay, a Success Fee equal to 25% of the first year base salary of the prospective employee Candidate or first year contractor Candidate compensation, as applicable and Matchbook may, in its sole discretion, terminate the Employer’s account.

We reserve the right, in our sole discretion, to make changes to any of the Fees and/or begin charging additional fees at any time, either immediately upon posting on the Site or by email delivery to you.

Your Additional Obligations

To use the Website, you must meet the eligibility criteria set forth for Candidates and Hiring Managers respectively above, and you must also:

1.       Use your real name, and keep your information on the Website up to date and current.

2.       Comply with all applicable laws in your use of the Website.

3.       If granted the option of selecting your own password, you will select a strong and complex password, and you will keep your password secure and confidential, and not allow any third party to access your Account through the use of your credentials, even another Hiring Manager at your organization (if you’re a Hiring Manager).

4.       Not use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

5.       Not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.

6.       Not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except as strictly permitted herein.

You represent and warrant that:

1.       You have all right, title and interest in Your Content (as defined below), and are under no restriction to post Your Content on the Website for use as contemplated herein.

2.       You have all rights, consents and permissions necessary for you to give us information about a Referral Candidate or Referral Manager as set forth in these Terms of Service and to collect, process and share that information as set forth in our Privacy Policy.

3.       If you are a Hiring Manager, you are authorized and have the power to bind your organization to these Terms of Service, and that your use of the Website does in fact so bind your organization.

Notices

We may from time to time send you notices or other messages about the Website, our Company or our affiliates, or our other services.  We may do this through the Website, or through any other contact means you have provided when creating your Account on the Website (e.g., e-mail, telephone or mail).

Your Content

When you post information to the Website, whether it be about your company, or your person, including your name, contact information, career history, places you have worked, roles that need filling at your organization, educational history, job postings available at your organization or other information (“Your Content”), other parties can see that information (e.g., if a Candidate posts their last five jobs worked, that information will be available to Hiring Managers for viewing on the Website).  By posting Your Content you agree that third parties accessing the Website or viewing it can review, copy, and use Your Content for any purpose, and you specifically grant such permission.  By posting Your Content to the Website, you also agree to the terms of our Privacy Policy.

Notwithstanding the foregoing, we are not obligated to publish or post any information you provide onto our Website.  We may refuse to publish information you provide to us for any or no reason at all.  We may also remove Your Content at any time, with or without reason. 

As between you and the Company, you own all of Your Content, and by creating your Account on the Website and uploading it, you grant to the Company and its affiliates, and its licensors and service providers the worldwide, transferrable, sub-licensable, non-exclusive, right and license to use, modify, distribute, publish, display, copy, create derivative works of, process and share Your Content as set forth in these Terms of Service and for the purposes contemplated by them, without need for notice or compensation to you or others.

You can terminate this license by closing your Account on the Website (which you may do by emailing support@matchbook.io, except that you agree that (i) any information already in another person’s possession after you posted it to the Website or that you shared with others on or through the Website may have been copied, published, shared or in use by such persons and that such uses are permissible, and (ii) it will take us some time to deactivate your account and remove Your Content from the Website, and you acknowledge that the license rights granted herein shall continue for any such interim period.

Intellectual Property Rights 

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), but excluding Your Content, are owned by the Company, its licensors, or other providers of such materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Service permit you to use the Website for your personal, non-commercial use only, if you are a Candidate (or for the benefit of your organization solely in making hiring decisions pertaining to individuals you identify on the Website, if you are a Hiring Manager).

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

•         Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

•         You may store files that are automatically cached by your browser for display enhancement purposes.

•         You may print or download one copy of a reasonable number of pages of the Website solely for the purposes set forth above, depending on your status, but not for further reproduction, publication, or distribution.

•         If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your use as set forth above, provided you agree to be bound by our end user license agreement for such applications.

•         If we provide social media features with certain content, you may take such actions as are enabled by such features.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Prohibited Uses  

You agree not to use the Website:

•         In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

•         For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

•         To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

•         To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

•         To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

•         Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

•         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.

•         Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

•         Use any device, software, or routine that interferes with the proper working of the Website.

•         Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

•         Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

•         Copy, mirror or otherwise attempt to replicate or reproduce the Website.

•         Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

•         Otherwise attempt to interfere with the proper working of the Website.

•         Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying algorithms which are part of the Website or which allow its functionality to be made available. 

Monitoring and Enforcement; Termination  

We have the right to:

•         Remove or refuse to post Your Content for any or no reason in our sole discretion.

•         Take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company or its affiliates.

•         Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

•         Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

•         Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Service.

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 posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards  

These content standards apply to any and all posting of Your Content and to other user generated content on the Website (“User Contributions”), and use of any interactive services or features which may be available on the Website (“Interactive Services”).

User Contributions must not:

•         Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

•         Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

•         Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

•         Violate the legal rights (including the rights of publicity and privacy) of others or 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 of Service and our Privacy Policy.

•         Be likely to deceive any person.

•         Promote any illegal activity, or advocate, promote, or assist any unlawful act.

•         Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

•         Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

•         Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.

•         Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement  

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted  

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 Third Party Content

The Website may permit you to link to or access other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Website. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, security, products, services or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource. You hereby irrevocably waive any claim against the Company with respect to such sites and third party content.

Changes to the Website  

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website  

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features  

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Website may provide certain social media features that enable you to:

•         Link from your own or certain third-party websites to certain content on this Website.

•         Send emails or other communications with certain content, or links to certain content, on this Website.

•         Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

•         Establish a link from any website that is not owned or controlled by you.

•         Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

•         Link to any part of the Website other than the homepage.

•         Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website  

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions  

The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties  

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability  

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification  

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Service, your use of any information obtained from the Website, and, to the fullest extent permitted by law, all Tax Liabilities.

Governing Law and Jurisdiction  

All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City, County and State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Service in any jurisdiction that may have jurisdiction over you. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. YOU ALSO WAIVE ALL RIGHTS TO HAVE A JURY HEAR OR DETERMINE ANY ASPECT OF SUCH SUIT, ACTION OR PROCEEDING.

Arbitration  

At Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Service or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law. 

Limitation on Time to File Claims  

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability  

No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement  

The Terms of Service, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns  

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@matchbook.io.