Terms and Conditions
Last revised on: December 29, 2017
The website located at www.retailmatch.io and app.retailmatch.io (the “Site”) and “RM Score” are copyrighted works belonging to RetailMatch, Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These terms require the use of arbitration (Section 10.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
- Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section, (c) By signing up, I agree am a tenant seeking to lease space, a landlord seeking to rent space, a broker representing a landlord or tenant, and not a competitor of RetailMatch.
- Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security by contacting firstname.lastname@example.org. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Access to the Site
- License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for “Your Business Use,” as defined in below in Section 2.2.1.
- Certain Restrictions. You are granted the right to use the Site for the “Permitted Uses” identified in Section 2.2.1 herein. You may not use the Site for Prohibited Uses identified in Section 2.2.2 herein. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
- Reviewing and analyzing match results for potential lease agreements;
- Your internal research purposes
- Providing match results generated by you to your clients and prospective clients;
- Marketing properties when acting as the Landlord’s agent;
- Supporting your valuation, appraisal or counseling regarding a specific property; and
- Creating periodic general market research reports for in-house use or for clients’ or prospective clients’ use, provided that such reports do not contain building-specific or Tenant-specific Information and are not commercially or generally
- Prohibited Uses. You shall not, except (i) as may be expressly set forth above under “Permitted Uses” and (ii) to the extent necessary to use the matching function, (a) distribute, disclose, copy, reproduce, communicate to the public by telecommunication, make available, display, publish, transmit, assign, sublicense, transfer, provide access to, use, rent or sell, directly or indirectly match results, or (b) modify, adapt or create derivative works of any portion of the Site.
Notwithstanding anything to the contrary herein, you shall not:
- Access any portion of a passcode protected portion of Site unless you are an authorized user for such portion of Site using the passcodes assigned to you by RetailMatch to access the matching function;
- Access or use any portion of the site or its matching functions if you are a direct or indirect competitor of RetailMatch, nor shall you provide, disclose or transmit any match results or copies of Site to any direct or indirect competitor of RetailMatch (by way of example, a “direct or indirect competitor” of RetailMatch includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services);
- Provide your passcode or otherwise provide access to a passcode protected Site function to any individual other than yourself, including by providing the results of queries of or reports generated from the matching function, except as set forth in Section 2.2.1 above.
- Use or distribute any Information from the Site, including information that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product;
- Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Site, any product or service offered thereon, or their source code, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Site or any product or service offered thereon, or use any data generated from them;
- Use, reproduce, publish or compile any portion of the Site or any product or service offered thereon for the purpose of selling or licensing any portion of the product or services offered on the Site publicly available;
- Store, copy or export any portion of the Site or any product or service offered thereon into any database or other software, except as expressly set forth in the Permitted Uses above;
- Upload, post or otherwise publish any portion of the Site on, or provide access to any portion of the Site through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients.;
- You shall not access the Site in order to build a similar or competitive website, product, or service;
- Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Site, or use any portion of this Site in a manner, that:
- is unlawful, threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, constitutes hate speech, or would constitute or encourage a criminal offence, violate the rights of any party, give rise to liability or violate any local, provincial, federal or international law, intentionally or unintentionally, or is otherwise objectionable;
- infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party;
- constitutes unlawful advertising or fraudulent, unlawful, unfair or deceptive practices, “spam,” or any other form of unlawful solicitation in the United States; or
- contains software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Site or servers or networks connected thereto or the activities of other users of the Site or of any computer software or hardware or telecommunications
- Impersonate any person or entity, including but limited to an Authorized User, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Product.
- Without assuming any obligation to do so, Site may screen, edit, remove or monitor content provided by users, for any time and for any reason.
- Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
- No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
- Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
- Linked Materials and Third-Party Materials. The Site provides links to third-party products, services and websites, as well as materials provided by third parties. Company does not endorse, and takes no responsibility for such products, services, websites, and materials. You understand that Site has no obligation to, and generally does not, approve or monitor materials provided by third parties. Your dealings with any third party arising in connection with the Site are solely between you and such third party, and Company takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.
- User Content
- User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile, submissions, or postings). You agree that you will provide only accurate and lawful information to Site. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (set forth in Section 3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content is fraudulent or deceptive or otherwise violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
- No Compensation for User Content. All information, photographs, or intellectual property you provide or upload to Site is provided pursuant to an irrevocable, royalty-free, perpetual and worldwide license by you to Company. Absent a subsequent, express written agreement to the contrary, Company shall not provide any compensation (monetary or non-monetary) to any user or other provider for information or content.
- Policy re Use of User-Submitted Content. It is the policy of Company to disclose to users specific property information provided by Landlords to Tenants as match results, in response to match queries initiated by Tenants, and to disclose specific Tenant information to Landlords, in response to Landlord match queries. Information provided by or on behalf of Landlords shall be divulged on a per-unit basis only, to avoid disclosure of rent roll information for nearby units. Business growth plans and uniquely identifiable rent roll shall stay confidential and not disclosed to the public. Company reserves all right to analyze, use, and retain User-Submitted Content in aggregate format, including but not limited to the right to exploit such information to analyze and identify user and market trends and to commercially exploit such aggregate information. “Aggregate information” as understood herein constitutes any grouping of more than one user’s information in which users’ personal identifying information is removed before such aggregation occurs. It includes but is not limited to the compilation of statistical and other information related to the operation and use of the Site and User Information for research, development, marketing and commercial purposes.
- License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
- Acceptable Use Policy. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
- Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
- INDEMNIFICATION. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- THIRD-PARTY LINKS & ADS; OTHER USERS
- Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
- Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
- Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
- Subscription, Free Trials, Billing and Cancellation
- Ongoing Subscription. Your RetailMatch Subscription, which may start with a free trial, will continue month-to-month and automatically renew unless and until you cancel your Subscription or we terminate it. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the RetailMatch service. We will bill the monthly Subscription fee to your Payment Method. You must cancel your Subscription before it renews each month in order to avoid billing of the next month’s Subscription fees to your Payment Method.
- Free Trials
- Your RetailMatch Subscription may start with a free trial as specified during sign-up. For combinations with other offers, restrictions may apply. Free trials are for new and certain former members only. RetailMatch reserves the right, in its absolute discretion, to determine your free trial eligibility.
- We will begin billing your Payment Method for monthly Subscription fees at the end of the free trial period of your Subscription and your Subscription will automatically renew monthly unless you cancel prior to the end of the free trial period.
- CLICK THE “HELP CENTER” LINK AT THE BOTTOM OF THE RETAILMATCH WEB APPLICATION (https://www.retailmatch.io/help-center/) TO FIND CANCELLATION INSTRUCTIONS. We will continue to bill your Payment Method on a monthly basis for your Subscription fee until you cancel.
- Recurring Billing. By starting your RetailMatch Subscription and providing or designating a Payment Method, you authorize us to charge you a monthly Subscription fee at the then current rate, and any other charges you may incur in connection with your use of the RetailMatch service, such as taxes or possible transaction fees, to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers, including gift card redemption and promotional code redemption, and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.
- No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
- Payment Methods. You may edit your Payment Method information by contacting support at email@example.com. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. We may update your Payment Method with information provided by the applicable payment service provider, and you authorize us to continue to charge the Subscription fee to the updated Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
- Cancellation. You may cancel your RetailMatch Subscription at any time, and you will continue to have access to the RetailMatch service through the end of your monthly billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS. To cancel, send an email request to firstname.lastname@example.org. If you cancel your Subscription, your account will automatically close at the end of your current billing period.
- Terms Applicable to Landlords and their authorized representatives
- Matching. Landlords and their authorized representatives agree to provide RetailMatch with a copy of the executed lease agreement within thirty (30) days of closing a transaction with a Tenant or their authorized representatives sourced through RetailMatch. All information provided will be held as strictly confidential.
- RM Concierge Fees. By enlisting the RM Concierge Service, you agree to the pay the service Fee percentages listed on the pricing sheet at www.retailmatch.io/pricing after the closing of a transaction between the matched tenant and the matched property. This Fee will apply to each vacant suite located within the property RM Concierge Service is used for. If you do not agree to pay such Fees, do not choose to use the RM Concierge Service. You understand and agree that such Fees are non-refundable and are due and payable thirty (30) days from the closing of a transaction between the matched tenant and property. Late payments accrue interest at 1.9% per month until paid. You understand and agree that if RetailMatch engages a collection agency to collect late payments, you also agree to pay the fee(s) of such collection agency. RetailMatch has the right to restrict, suspend or terminate your Account if you do not pay the Fees within thirty (30) days of the closing of a transaction for with RM Concierge Services were used. RetailMatch also reserves the right to restrict, suspend or terminate your Account if we determine that you have circumvented our Site or Service in a manner that is against the spirit of these Terms. You understand and agree that if you opt-out of our matching program or close your Account, you will pay any Fees that you owe prior to such date of opt-out or closing of your Account.
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
MATCH RESULTS ARE GENERATED BY INFORMATION PROVIDED BY THIRD PARTY SITE USERS AND SITE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES AS TO INFORMATION PROVIDED THEREBY. BY ACCESSING THIS SITE YOU ACKNOWLEDGE THAT COMPANY DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION REGARDING ANY PROPERTY, POTENTIAL OR ACTUAL LESSORS OR LESEES OR THEIR REPRESENTATIVES AND YOU ASSUME ALL OBLIGATIONS AND DUTIES TO VERIFY THE INFORMATION PROVIDED BY OTHER USERS. MATCH RESULTS ARE PROVIDED AS INFORMATION ONLY AND DO NOT CONSTITUTE ADVICE BY COMPANY AS TO THE ADVISABILITY OF A TRANSACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- COMPANY DOES NOT PROVIDE ANY SERVICES FOR WHICH A REAL ESTATE BROKER OR SALESPERSON’S LICENSE IS REQUIRED , AND COMPANY DOES NOT HAVE SUCH LICENSES. COMPANY’S SERVICES ARE LIMITED TO MARKETING, PROMOTION, RESEARCH, DATA PROCUREMENT, CONNECTIONS BASED ON ALGORITHMS, AND INTRODUCTIONS. COMPANY DOES NOT NEGOTIATE, OR SET ANY TERMS OF, ANY RENTAL AGREEMENTS OR OTHER AGREEMENTS BETWEEN LANDLORDS AND TENANTS, OR ANY AGREEMENTS BETWEEN AGENTS, ON THE ONE HAND, AND LANDLORDS OR TENANTS, ON THE OTHER HAND. TO THE EXTENT THAT AGENTS, LANDLORDS, AND TENANTS COMMUNICATE OR POST ANY INFORMATION ON OR THROUGH THE SITE, THEY ARE EXCLUSIVELY RESPONSIBLE FOR THE CONTENT AND DELIVERY OF SUCH COMMUNICATIONS AND INFORMATION, AND COMPANY SHALL NOT BE DEEMED TO HAVE MADE THAT COMMUNICATION ON ANY OF THEIR BEHALF OR TO BE RESPONSIBLE FOR THE CONTENT.
- ALL USERS OF SITE ACKNOWLEDGE THAT COMPANY MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES RELATING TO ANY PROPERTY, TRANSACTION, LANDLORD, OR TENANT. COMPANY HAS NOT VERIFIED THE ACCURACY OF COMPLETENESS OF ANY INFORMATION RECEIVED FROM ANY SOURCE.
- LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 through 2.5, Section 3 and Sections 4 through 10.
- Copyright Policy.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
You may email our Copyright Agent at email@example.com.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
- Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or upon posting of notice of the changes on our Site, whichever is earlier. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 9229 Sunset Blvd., Suite 311, West Hollywood, California 90069. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
- Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose
- Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
- Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
- Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
- Copyright/Trademark Information. Copyright © 2018 RetailMatch, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
- Contact Information:
9229 Sunset Blvd., Suite 505
West Hollywood, California 90069