Terms of Service

Matchist Terms of Use

Last Modified: October 7, 2013

 

1. Acceptance of the Terms of Use

Matchist Inc., an Illinois corporation, ("Matchist", "we" or "us"), is an online lead generation and payment service that connects clients seeking help with web and mobile-based projects with skilled freelance developers. The following terms and conditions (these "Terms of Use") govern your access to and use of matchist.com, (the "Website"), including any content, functionality and Services offered on or through the Website.  We refer to Users who post Projects (as defined below) on the Service to find freelance developers as “Client(s)”.  We refer to Users who solicit Projects on the Service as “Talent.”  Any user of the Website or Services, including Talent and Clients, will be referred to as a “User” “you” or “your”.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at matchist.com/privacy-policy incorporated herein by reference.  If you do not want to agree to these Terms of Use 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 reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract 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. Changes to the Terms of Use.  We may revise and update these Terms of Use, including our Fees, and Services (defined below) from time-to-time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use 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.

 

3. Matchist Services.  Matchist provides an online matching and payment service for Clients to find skilled Talent for their web and mobile-based development projects. Features include curated skill and budget matching, Milestone generation for Projects, Peer Reviews, Matchist Payment Services, Matchist Dispute Resolution, and all other services provided on the Website (the “Service(s)”).  More information on the Services is provided below.  MATCHIST RESERVES THE RIGHT TO ADD, SUBTRACT, OR CHANGE THESE SERVICES AT ANY TIME.

 

3.1. Curated Match

Talent must submit an application or be invited to the Website by an existing User to use the Services. Talent is required to provide the following personal and, if relevant, company information to set up their account: name, email address, a description of skillset, type of project preference, portfolio website URL (if available), LinkedIn public profile URL (if available), Twitter handle (if available), GitHub public profile URL (if available), primary phone number, city (optional), and range of rates charged, (collectively “Talent Account Information”).During the time that the Talent uses the Services, the Talent shall keep all Talent Account Information up-to-date and accurate.

Clients create an account to use the Services by providing the following personal and, if relevant, company information: your company name, your name, email address, LinkedIn public profile URL (if available), and Twitter handle (if available), (collectively “Client Account Information”).  During the time that the Client uses the Services, the Client shall keep all Client Account Information up-to-date and accurate.

Clients are able to submit web and mobile-based application development project requests on the Website, (“Projects”), to be matched with appropriately skilled Talent. Clients must provide the following information about their Project: a description of the project’s scope, skills required to complete the project, a timeline for completion of the project, budget, and a reference URL (if available), collectively (“Project Information”). Matchist will contact the Client to discuss the Project and make recommendations aimed at increasing the Project’s potential for a successful match.  Once the Client has a chance to revise the Project Information, Matchist will either accept or reject the Project.  Acceptance or rejection of any Project is solely at the discretion of Matchist.  If Matchist accepts a Project, Matchist’s curated match will find the best Talent for the Project and send such Talent an invitation to opt-in to the Project. The invitation will include the Client’s Project Information, and Matchist’s assessment of the Project. Matchist will then choose three (3) suitable options from the “opted-in” Talent, (the “Matches”). Matchist will provide to Client a list of Matches, along with their Talent Account Information and Peer Reviews for each such Talent. Matchist will also share the Client Account Information with the Matches so the Client and Matches can communicate. Client and Matches may communicate on the Service to discuss Project Information.

Each User represents and warrants that all information provided on the Services, including, without limitation, the Talent Account Information, Client Account Information, and Project Information, as applicable, is true and accurate and does not violate any federal, state, local or international law or regulation.  User acknowledges that Matchist does not verify the identity or accuracy of any User information provided on the Website or in connection with the Services nor does Matchist warrant the accuracy, completeness or usefulness of any of the information provided on the Services.

 

3.2. Project Agreement and Milestones

(a)  Project Agreement. The engagement, contracting, and management of the Project is between Client and Talent.  Once a Client has accepted a Match, such Users must enter into a Project Agreement prior to using any additional Matchist Services, such as the Matchist Payment Services.  The “Project Agreement” shall consist of: (1) a confidentiality agreement, if any, uploaded to the Service by the Client and agreed upon by the Talent (the “NDA”);  (2) an independent contractor agreement, uploaded to the Service by the Talent and agreed upon by Client, containing the general terms of the Project engagement, (the “Talent Contract”); (3) each Milestone and the Statement of Work; (4) any Change Orders; and (5) the Terms of Use.

Users represents and warrant that any Talent Contract or NDA uploaded and used on the Service shall be consistent with these Terms of Use.  Users acknowledge that any contractual provision in a Talent Contract in conflict with the Terms of Use shall be void, and Matchist shall have no obligation to consider such conflicting provisions in connection with the Services, including, without limitation the Matchist Payment Services and Matchist Dispute Resolution.  Matchist does not have control over or assume any liability for actions of Users on the Service, including, but not limited to the content of any Talent Contract or NDA.  Matchist does not warrant the accuracy, completeness or usefulness of the Talent Contract, NDA, or any other 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.

(b)  Milestones.  Once the Talent uploads the Talent Contract, he will be prompted to organize the Project into a series of payment and work deadlines that must be agreed upon and accepted by the Client (each a “Milestone” and all Milestones collectively, the “Statement of Work”).  Each Milestone shall contain a (i) target deadline, (ii) the specific work to be completed for such Milestone, (iii) deliverables due at such Milestone, and (iv) amount due to the Talent under the Project Agreement with respect to such Milestone.  A Milestone shall be considered complete and funds shall be disbursed in accordance with the Matchist Payment Services on (i) the date when Client and Talent agree as to the rightful recipient of the funds by each User “Accepting a Milestone” on the Service or (ii) if a User initiates Matchist Dispute Resolution, the date that Client and Talent have concluded the Matchist Dispute Resolution process and Talent is deemed to be the rightful recipient of such Milestone Payment, (the “Milestone Completion Date”). After the occurrence of a Milestone Completion Date, Users will either use the Service to (i) generate an additional Milestone for the Project or (ii) conclude the Project.   

 (c) Change Orders.  If Client requests work that is outside of the scope of the original Statement of Work during the Project, the Talent can create a change order to the Statement of Work on the Service to either add or remove unfunded Milestones (a “Change Order”).  Such Change Order will be transmitted to the related Client for review and acceptance.  If a Client accepts a Change Order, such Change Order shall become a binding Milestone and part of the Statement of Work. Any Change Order that modifies an existing unfunded Mielstone amends, restates, and suspends such existing unfunded Milestone in its entirety.

 (d) Disputes.  Any disputes between Client and Talent with respect to the Project Agreement must be resolved through Matchist Dispute Resolution.  Matchist is not a party to the dealing, contracting and fulfillment of any Project between a Client and Talent. Matchist has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Users, the ability of Talent to perform services, the ability of Client to pay for services, or that a Client or Talent can or will actually complete a Project.

3.3.  Peer Reviews. 

Matchist provides a forum for Users to review other Users on the Website, (“Peer Reviews”).  The Peer Reviews are 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 reviews by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

 

3.4. Matchist Payment Services and Fees

On each Milestone Initiation Date, Client shall be required to pay to Matchist the amount to be paid to Talent for the completion of work for such Milestone (the “Milestone Payment”). Matchist will assume responsibility for the payment for such Talent’s services related to such Milestone.  Client acknowledges that any Milestone Payment will belong to Matchist immediately upon such funds being transferred to Matchist by the Client. “Milestone Initiation Date” shall mean, the work-start date set forth in the Milestone.

Matchist agrees not to pay Talent the Milestone Payment (less the applicable Talent Milestone Fee) until the Milestone Completion Date. On each Milestone Completion Date, Matchist shall pay to Talent the Milestone Payment less a fee of 15% of such Milestone Payment (the “Talent Milestone Fee”) by (i) issuing and mailing a check or (ii) by depositing such amount in Talent’s bank account.

Matchist agrees to refund a Milestone Payment (less any credit card processing transaction fees) to Client in the event that (i) Talent acknowledges that services have not been completed or (ii) Client and Talent have concluded the Matchist Dispute Resolution with a result indicating that Client is the rightful recipient of such funds.  Once a Milestone Completion Date has occurred with respect to a Milestone, the Milestone Payment and related Fees shall not be subject to a refund to Client.

If a Client or Talent reasonably disputes the quality or completion of services provided by such Talent under a Project Agreement by initiating Matchist Dispute Resolution, then both Client and Talent agree that Matchist shall have no payment obligations to any User until such dispute is resolved in accordance with Matchist Dispute Resolution.  Matchist’s obligation to make any payment is expressly conditioned upon resolution of all outstanding disputes with respect to such payment. Matchist agrees to keep both Client and Talent informed as to the status of any payment on Matchist Payment Services and if, for any reason, a User requests Matchist Dispute Resolution regarding such status, will notify both parties that the matter will be addressed through Matchist Dispute Resolution. 

We reserve the right, at any time to change and/or increase the Fees for access to portions of the Service or the Service as a whole, at the sole discretion of Matchist and upon reasonable notice posted in advance on the Website.

 

(a) Fraudulent Transactions; Erroneous or Duplicate Transactions; Charge Backs.  Matchist reserves the right to seek reimbursement from you, and you will reimburse Matchist, if Matchist discovers a fraudulent transaction, erroneous or duplicate transaction, or if Matchist receives a charge back or reversal from any Client’s credit card company, bank, or Talent’s PayPal for any reason.  You agree to and acknowledge Matchist’s right to investigate any and all transactions for fraud.  Further, you agree to cooperate with any reasonable requests made by Matchist in an effort to investigate fraud. You agree that Matchist has the right to obtain such reimbursement by charging your account, deducting amounts from future transfers, charging your credit card or any bank account associated with your account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your account.

 

(b) Authorized Payments are Final.  Your use of Matchist Payment Services constitutes your agreement to pay for any amounts, which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. Such payments, once authorized, are final. When a Client and Talent have accepted a Milestone on the Service, (i) Matchist shall have no further liability to any party with respect to payment for the services made under such Milestone, (ii) Client acknowledges that Matchist has provided a complete service in respect of the payment made by Client for such Milestone and (iii) Client hereby releases Matchist from any and all liability with respect to such payment.

 

(c) Currency.  Matchist operates in US Dollars and therefore Matchist is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Matchist responsible for currency fluctuations that occur when receiving or sending payment via credit card or PayPal.

 

(d) Exclusivity and Non-Circumvention.  Clients agree to use Matchist Payment Services to make all payments to Talent, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent Matchist Payment Services or any associated Fees. As Talent, you agree to use Matchist Payment Services to receive all payments from Clients identified through the Website, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent Matchist Payment Services or any associated Fees.

 

(e) Notification.  As a Client, you agree to notify Matchist immediately if your Talent solicits payment from you outside the Website. As Talent, you agree to notify Matchist immediately if your Client seeks to pay you outside the Website. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of Matchist Payment Services, please submit a confidential report to Matchist by sending an email to info@matchist.com.

(f) Buy-Out.   Notwithstanding the provisions set forth above, Users may agree to provide or receive services outside of the Matchist Services with Users identified through Matchist.  If the services are rendered more than three years after the Talent is identified to the Client through the  Matchist Services, no Matchist  or buyout provisions apply. If services are rendered outside of the Matchist Services within three years  of identification of the Talent through the Matchist Services, payments for such Services will not be subject to  the Matchist Fees provided that the Talent of such services pays Matchist a “Buy-Out Fee” in accordance with the following procedures: (i) Before contracting outside of Matchist to receive services from a User identified through the Matchist Services, the Talent will notify Matchist in writing of its intent to pay the Buy-Out Fee in lieu of using the Matchist Payment Service and paying the Matchist Fees; (ii) together with such notice, the Talent will provide a good faith estimate of the  then anticipated amount to be paid to the Talent for such services during the twelve-month period immediately following the date of such notice; and (iii) together with such notice, the Talent will pay to Matchist the greater of (a) 15% of the good faith estimate described above; or (iii) $1,000.

 

(g) Agreement to Pay.  If, for any reason, Matchist does not receive payment for any amounts that you have authorized to be paid through your use of Matchist Payment Services, you agree to pay such amount immediately upon demand by Matchist. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Matchist in collecting from you the authorized but unpaid amount. In such case, Matchist may, at its option, stop processing any further payments made by you and apply any amounts then held by Matchist on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of Matchist Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Matchist is not your agent with respect to any funds that have been transferred to Matchist for any Milestone Payment or Fees. Talent must properly discharge and credit Clients for all payments that Matchist makes to such Talent in respect of services provided to such Clients. 

Matchist acts as a payment provider by creating, hosting, maintaining, and providing Matchist Payment Services to you via the Internet. Matchist does not have any control over the Projects or Milestones charged or paid for with Matchist Payment Services.  Additionally, Matchist does not control whether a Client or Talent will actually complete the underlying transaction.  Matchist is not responsible in any way for the timeliness or accuracy of the payments of any Milestone Payment or the timeliness, accuracy, completion or workmanship of any work product produced by Talent as a result of a Project. Nothing in these Terms of Use will be deemed to constitute Matchist as your agent with respect to any service purchased and sold by Users through the Website, or expand or modify any warranty, liability or indemnity stated in these Terms of Use. By using Matchist Payment Services, you expressly acknowledge that (a) Matchist is not acting as a trustee or a fiduciary of Clients or Talent and that Matchist Payment Services are provided to Registered Users administratively; (b) Matchist is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and Matchist Payment Services are payment services rather than a banking services; (c) MATCHIST IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH MATCHIST ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.

 

3.5. Matchist Dispute Resolution

If a Client and Talent have a dispute over the quality or completion of services provided by such Talent while working on a Project Agreement, either party may initiate the dispute resolution process through the Services described in this Section 3.6, provided such Client and Talent have not accepted the completion of the Milestone on the Services, (“Matchist Dispute Resolution”).  

(a) Self-help.  If a Client or Talent initiates Matchist Dispute Resolution, Matchist will first refer both parties to the Project Agreement and request that such Users settle any disputes according to the terms of the Project Agreement, (“Self-help”).  Such Users agree to negotiate, in good faith, for a period of seven (7) days from the date of the Matchist Dispute Resolution initiation on the Website.  If the result of Self-help is acceptable to both Users in the dispute, the Users agree to indicate such approval of the Self-help result through the Website and Matchist will disburse funds in accordance with the results of the Self-help process.

 

(b) Mediation.  If either User is dissatisfied with the Self-help progress, or if seven (7) business days have lapsed since a User initiated Matchist Dispute Resolution on the Website, each User agrees to submit the dispute to non-binding mediation through Matchist as further set forth in this section, (“Mediation”).  If both Users subject to the dispute agree, such Users may forego Mediation and go directly to binding Arbitration (as defined below). 

Within seven (7) days of initiating Mediation, the Users party to a dispute resolution must submit all material to be considered by Matchist in the Mediation.  Matchist will construe the Project Agreement based on the transaction’s course of dealing and common industry practices.  The information Matchist will consider in the Mediation includes: (i) the Project Agreement, (ii) the parties’ course of dealings, as evidenced by activity on or communications through the Website, (iii) the Project itself, and (iv) any information or communication that Client or Talent shall submit within the relevant time period.  Matchist may request additional information from the Users subject to the dispute.

No later than five (5) days after such information has been provided, Matchist shall render its advisory decision. During this time, you are encouraged to continue to negotiate an amicable settlement with the other User with which you are engaged in a dispute.

If the result of Mediation is acceptable to both Users in the dispute, the Users agree to indicate such approval of the Mediation result through the Website and Matchist will disburse funds in accordance with the results of the Mediation process.  Once accepted by both Users, such decision shall be final.

 

(c) Binding Arbitration.  If a dispute cannot be resolved through Mediation, or if the Users party to the dispute both agree to forego Mediation, each User expressly agrees to and acknowledges that a third-party arbitrator or arbitration service chosen by Matchist, (“Arbitrator”), shall arbitrate the dispute in accordance with these Terms of Use and the Website, (“Arbitration”). The original Arbitrator shall be http://www.net-arb.com/, as such Arbitrator may be changed from time-to-time at Matchist’s sole discretion.  Each User who is a party to Arbitration agrees and acknowledges that the decision of Arbitrator shall be final, binding, and not subject to appeal.

Arbitration procedures shall be specified by the Arbitrator.  For more details on the process of the original Arbitrator, please visit http://www.judge.me/online_arbitration.  All costs associated with Arbitration shall be borne by the Users party to the Arbitration, paid directly to the Arbitrator, and be split equally between such Users.  Within a reasonable time after the Arbitrator has rendered a decision, Matchist will transfer funds in accordance with the Arbitrator’s decision.  You agree that the decision of the Arbitrator shall be final, binding, and not subject to appeal.

 

(d) Communication. You agree and acknowledge that (1) Matchist will use the e-mail address corresponding with your account registered at the time a dispute arises to notify and communicate with you with regard to any dispute and (2) you are solely responsible for the receipt of any notification or communication sent by Matchist using the e-mail address corresponding with your Account registered at the time a dispute arises.

 

(e) Acknowledgements. You agree and acknowledge that (1) Matchist is not providing legal services to you, (2) Matchist will not advise you regarding any legal matters and (3) if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on Matchist for any such counsel. You agree to indemnify and hold harmless Matchist and any of our affiliates against any damages or liability you may suffer as a result of using Matchist Dispute Resolution. If you do not agree to use Matchist Dispute Resolution under these Terms of Use, you should not use the Services.

 

3.6. Service Availability. 

We reserve the right to withdraw or amend this Website, and any Service, function or material we provide on the Website, 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 t time, we may restrict access to some parts of the Website, or the entire Website, or to Users.

 

3.7. Data.

You are responsible for creation, storage, and backup of your business records. These Terms of Use and any registration for or subsequent use of this Website or the Services will not be construed as creating any responsibility on Matchist’s part to store, backup, retain, or grant access to any information or data for any period.

 

4. Relationships

4.1. Client and Talent

The engagement, contracting and management of a Project is between a Client and Talent. Upon acceptance of a Talent Contract by Users on the Service, the Client agrees to purchase, and the Talent agrees to deliver, the services and related deliverables in accordance with the Project Agreement. You agree not to enter into any contractual provisions in conflict with these Terms of Use. Any provision of a Talent Contract in conflict with these Terms of Use is void. Client is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Project Agreement in a timely manner. Talent is responsible for the performance and quality of the services in accordance with the Project Agreement in a timely manner. Client and Talent each covenants and agrees to act with good faith and fair dealing in performance of the Project Agreement.

 

4.2. Independence 

Client and Talent each acknowledges and agrees that their relationship is that of independent contractors. Talent shall perform services as an independent contractor and nothing in these Terms of Use shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Talent and Client or between Matchist and any Client or Talent.

 

 4.3. Users and Matchist

Matchist is not a party to the dealing, contracting and fulfillment of any Project between a Client and a Talent. Matchist has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created in connection with a Project Agreement; any information advertised; the truth or accuracy of Project Information, Client Account Information, or Talent Account Information; the qualifications, background, or abilities of Users; the ability of Talent to perform services; the ability of Clients to pay for services; or that an Client or Talent can or will actually complete a Project. Any information presented on or through the Website, including, but not limited to the Talent Account Information, Client Account Information, Project Information, Matches, information in the Talent Contract and related negotiations, material presented on our blog, and Peer Reviews is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of any User information including. 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.

 Matchist is not responsible for and will not control the manner in which Talent operates and is not involved in the hiring, firing, discipline or working conditions of Talent. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Client and Talent. Matchist will not provide any Talent with any materials or tools to complete any Project. Clients and Talent must look solely to the other for enforcement and performance of all the rights and obligations arising from Project Agreements and any other terms, conditions, representations, or warranties associated with such dealings.

Clients and Talent agree that Matchist has the right to take such actions with respect to the Project Agreement or their accounts, including without limitation, suspension, termination, or any other legal actions, as Matchist in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.

 These Terms of Use and any registration for or subsequent use of this Website by any user or User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Matchist, except and solely to the extent expressly stated.

 Users are responsible for payment and reporting of any taxes. Matchist is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. You agree that you will abide by any and all applicable state and federal tax statutes, regulations and common law. In the event Matchist receives a notice of non-compliance with any such statute, regulation or common law, including, without limitation, an Internal Revenue Service Levy, Matchist will deem such receipt a breach of this section and will suspend your Account until Matchist receives an Internal Revenue Service Release.

 

5. Account Obligations and Security 

5.1. User Accounts

In order to access the Services, Users must provide certain account details or other information. It is a condition of your use of the Website and the Services that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to the use of any interactive features on the Website, is governed by our Privacy Policy, www.matchist.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

5.2. Account Security.  

If you choose, or are provided with, a username, 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 username, password or other security information. You agree to immediately notify us of any unauthorized access to or use of your username, password, or any other breach of security. 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 username, 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 Use.

6. Service Cancellation

Users may cancel the use of the Service at any time effective immediately by contacting us at info@matchist.com. You will remain liable for all Project Agreements and related Fees that are outstanding at that time.  If you request, Matchist will delete your User account, but this request will only delete your personal account and not information that relates to you that is on another User’s account (for instance, a Project Agreement that you have entered into with another User).

Without limiting our other remedies, Matchist may issue a warning, or temporarily suspend, indefinitely suspend or terminate or account or a Project, and refuse to provide any or all of the Services if (1) you breach the letter or spirit of any terms and conditions of these Terms of Use or the policies and information incorporated herein by reference, including our written policies and procedures posted on the Website; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Users or for Matchist or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website or Services under the same account, a different account, or register under a new account.

7. Prohibited Uses 

 In connection with the Services or your use of the Website, you will not: 

·       Breach this agreement;

·       Violate any applicable federal, state, local or international law or regulation;

·       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 Use and our Privacy Policy, www.matchist.com/privacy;  

·       Disclose or distribute another User’s information to a third party, or use the information for marketing purposes unless you receive the User’s express consent to do so;

·       Infringe Matchist’s, any User’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

·       Act in a manner that is defamatory, trade libelous, threatening or harassing;

·       Provide false, inaccurate or misleading information;

·       Send or receive what we reasonably believe to be potentially fraudulent funds;

·       Impersonate any person, or misrepresent your identity or affiliation with any person or organization or in any way that is likely to deceive any person;

·       Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;

·       Use an anonymizing proxy;

·       Conduct your business or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to Matchist, other Users, third parties or you;

·       Send unsolicited messages to a User or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;

·       Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

·       Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

·       Use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission

·       Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Website or the Services;

·       Take any action that may cause us to lose any of our services from our internet service providers, payment processors, or other suppliers;

Matchist will not be held liable for the violation of the above terms or any other illegal activity not foreseen at the time.

 

8.  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), are owned by Matchist, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for the limited purposes provided in these Terms of Use. 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 incidental to your accessing and viewing those materials.

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

You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You must not:

Modify copies of any materials from the Website.

Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

 Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.

 If you wish to make any use of material on the Website other than that set out in this section, please address your request to: info@matchist.com.

 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 Use, your right to use the Website will cease 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 Matchist. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

9.  Trademarks.  Matchist’s name, the company logo and all related names, logos, product and service names, designs and slogans are trademarks of Matchist or its affiliates or licensors. You must not use such marks without the prior written permission of Matchist. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

10.  Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: 

Your physical or electronic signature.

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Copyright Agent – Stella Fayman


info@matchist.com

 It is our policy, in appropriate circumstances, to disable and/or terminate the accounts of Users who are repeat infringers.

11.  Privacy Statement. Protecting your privacy is very important to us. Please review our Privacy Policy, matchist.com/privacy-policy, in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

If you receive information about another User through the Services, you must keep the information confidential and only use it in connection with the Services.  You may not disclose or distribute a User’s information to a third party or use the information in any way that is not connected to the Services unless you receive the User’s express consent to do so. Failure to comply with this provision shall result in your account being terminated.

           

12.  Geographic Restrictions.  The owner of the Website is based in the state of Illinois 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.

 

13.  Disclaimer of Warranties. 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 MATCHIST NOR ANY PERSON ASSOCIATED WITH MATCHIST MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MATCHIST NOR ANYONE ASSOCIATED WITH MATCHIST 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 WEBSITE 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. MATCHIST 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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

14.  Limitation on Liability. IN NO EVENT WILL MATCHIST, 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 OR ANY SERVICES OR ITEMS OBTAINED THROUGH 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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

15.  Indemnification.  You agree to defend, hold harmless and indemnify Matchist from and against any and all losses, costs, expenses, damages or other liabilities incurred by Matchist from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Matchist: (1) in connection with your use of the Services including any payment obligations incurred through use of the Matchist Payment Services; or (2) resulting from: (a) your use of the Website or Services (b) your decision to submit Projects and enter into Project Agreements with other Users; (c) any breach of contract or other claims made by Users with which you conducted business through the Website; (d) your breach of any provision of these Terms of Use; (e) any liability arising from the tax treatment of payments or any portion thereof; (f) any negligent or intentional wrongdoing by any User; (g) any act or omission of yours with respect to the payment of fees to any Talent; (h) your dispute of or failure to pay any Milestone Payment or Fee or; or (i) your obligations to a Talent. Any such indemnification shall be conditioned on our: (i) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (ii) cooperating with you in the defense or settlement thereof; and (iii) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

 

16.  Governing Law and Jurisdiction. All matters relating to the Website and these Terms of Use 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 Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois in each case located in the City of Chicago and Cook County.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

17.  Waiver and Severability. No waiver by Matchist of any term or condition set forth in these Terms of Use 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 Matchist to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 

If any provision of these Terms of Use 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 Use will continue in full force and effect.

 

18.  Entire Agreement.  The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Matchist Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

 

19.  Your Comments and Concerns.  All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to info@matchist.com

 

 

 
 

  

 

 

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