Terms of Service

Terms of Service

Last Updated: June 1, 2025

1. Introduction

International Training and Exchange, Inc. dba Matchio (“Matchio,” “we,” “our,” “us”) offers a variety of productivity, collaboration, applicant tracking, matching, and organizational tools (collectively, the “Service”), and websites, including but not limited to www.matchio.com, app.matchio.com (the “Websites”).

These user Terms of Service (“Terms”) are a binding legal contract between you and Matchio and explain the rules governing your use of our Service and Websites.  These Terms apply to you as a user of the Service. By accessing or using the Service and Websites, you acknowledge and agree to be bound by these Terms (as applicable) and confirm you have read and understand our Privacy Policy.

If you do not agree to these Terms, please do not access or use the Service or Websites.

We may revise these Terms from time to time by posting a modified version on our website.  If, in Matchio’s sole discretion, the modifications to these Terms are material, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by alerting you through the Service and/or Websites.  If you do not agree to or cannot comply with the modified Terms, you must stop using the Service and Websites.  Unless otherwise stated elsewhere in these Terms or in our notice, the updated Terms will take effect upon their posting and will apply on a going-forward basis.  Your continued use of the Service and Websites after any update to these Terms constitutes your acceptance of such changes.

2. How These Terms Apply

By using Matchio, you fall into one or more of the following three different categories of Matchio user:

• “Site Visitors” are users of the Websites.
• “Free Users” use the free/basic version of the Service.  Free Users have access to a more limited set of Service features and functionality than Managed Users.
• “Managed Users” use the Service as part of any paid Matchio subscription plan purchased by a person or entity (the “Customer”) who has separately entered into a written agreement with Matchio (the “Customer Agreement”) governing access and use of the Service and permitting such Customer to create and configure Matchio so that Managed Users may join.

As a Managed User, you gain access to the Service through a Customer of Matchio.  The Customer Agreement governs our relationship and commitment to deliver the Service to that Customer, who may then invite Managed Users to join their Matchio instance.  When you or another Managed User submit content or information to the Service, such as messages or files (“Customer Data”), you acknowledge and agree that, as between Matchio and Customer, the Customer Data is controlled by Customer and the Customer Agreement provides Customer with choices and control over that Customer Data.  For example, Customer may manage permissions, enable or disable third party integrations, or take steps to expand, consolidate or share the contents of Matchio, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

AS BETWEEN MATCHIO AND CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER MANAGED USERS OF ANY RELEVANT CUSTOMER POLICIES, PRACTICES AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY OTHER MANAGED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER MANAGED USERS RELATING TO CUSTOMER DATA, THE SERVICE OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. IN YOUR CAPACITY AS AN MANAGED USER, MATCHIO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU RELATING TO THE SERVICE, WHICH IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3. Eligibility and Scope

To use the Service and Websites you must be, and you represent and warrant that you are, at least 16 years of age and competent to agree to these Terms.  If the law where you reside requires that you must be older in order for Matchio to lawfully provide the Service and Websites to you and use your personal data without parental consent, then you must be that older age.

If the representations in the preceding sentence are not true, or if Matchio has previously prohibited you from accessing or using the Service and Websites, you may not access or use the Service and Websites.

4. Account Registration and Use

4.1 Account Registration and Confidentiality.  To access the Service and certain parts of our Websites, you must register for an Matchio account by creating a username and password.  You agree to provide us with accurate, complete, and current registration information about yourself.  It is your responsibility to ensure that your password remains confidential and secure, and you agree that you will not allow others to access the Service using your Matchio account.  By registering, you agree that you are fully responsible for all activities that occur under your user name and password.  We may assume that any communications we receive under your account have been made by you.  If you are a workspace or organization owner or administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a workspace or organization (“Account Administrator”), you represent and warrant that you are authorized to to do so and agree that Matchio is entitled to rely on your instructions.

4.2 Unauthorized Account Use.  You are responsible for notifying us at support@matchio.com if you become aware of any unauthorized use of or access to your account.  You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.  Matchio will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have advised us of such unauthorized use.  You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Matchio or a third party due to someone else using your account.  In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Matchio reserves the right in its sole discretion to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account.

5. License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Service and Websites only for your own internal use (or for internal uses authorized by the applicable Account Administrator), and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Service and Websites.  Matchio may revoke this license at any time, in its sole discretion.

6. Acceptable Use Policy

You acknowledge and agree to comply with these Terms, including the following rules regarding acceptable use of the Service and Websites (the “Acceptable Use Policy”).

6.1 Disruption of the Service. You may not:

• access, tamper with, or use non-public areas of the Service and Websites, Matchio’s computer systems, or the technical delivery systems of Matchio’s providers;
• probe, scan, or test the vulnerability of any system or network or circumvent any security measure;
• access or search the Service and Websites by any means other than Matchio’s publicly supported interfaces (for example, “scraping”); or
• interfere with or disrupt, or attempt to interfere with or disrupt, our infrastructure or the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Websites, or by scripting the creation of User Content interferes with the Service and Websites; or
• prompt or otherwise attempt to use artificial intelligence (AI) models to act in a manner that violates these Terms or intentionally circumvents safety filters and functionality of the Service.

6.2 Misuse of the Service and Websites. You may not use the Service and Websites to carry out, promote or support:

• any disinformation, deception, or otherwise fraudulent activities;
• the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity (e.g., “spoofing”, “phishing”);
• activities that are defamatory, libelous or threatening, or otherwise constitute hate speech, harassment, or stalking;
• the violation of any law or the rights of others (including unlawful tracking, monitoring, and identification or the publishing or sharing of another person’s confidential or personal information without their express authorization and permission);
• for harm or abuse of a minor, including grooming and child sexual exploitation;
• the sending of unsolicited communications, promotions advertisements, or spam;
• the publishing or sharing of malicious content;
• the promotion or advertisement of products or services other than your own without appropriate authorization; or
• the development of services that compete with Matchio;

6.3 User Content. You may not post any User Content on the Service or Websites (or otherwise make use of the Service or Websites) in a manner that:

• is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited Children);
• suggests any content, information or other outputs generated by AI are human-generated;
• criticizes others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;
• contains any personal information of minors under the age of 16;
• contains any sensitive personal information as defined by applicable law (such as financial information, payment card numbers, social security numbers, or health information) without Matchio’s prior written consent granted as part of a Customer Agreement;
• contains viruses, bots, worms, or similar harmful materials;
• contains any information that you do not have a right to make available under law or any contractual or fiduciary duty; or
• could otherwise cause damage to Matchio or any third party.

6.4 Artificial Intelligence.  If you use any AI or machine learning features and functionality (including third-party models) provided by Matchio (collectively, “Matchio AI”), you agree to:

• implement appropriate human oversight and safeguards to mitigate potential risks associated with your use of Matchio AI (i.e., impacts on a person’s fundamental rights, health or safety);
• remain responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of Matchio AI;
• provide information about your intended use of Matchio AI and compliance with this Acceptable Use Policy upon request; and
• evaluate Matchio AI outputs for accuracy and appropriateness in light of the probabilistic nature of AI and potential for producing inaccurate content.

6.5 Acceptable Use Violations. If we reasonably believe a violation of this Acceptable Use Policy has occurred or may occur in the near future in a manner that may disrupt the Service or Websites for our Customers or other users, we may suspend or terminate your access to the Service and Websites, without any liability to us and in addition to any other remedies that may be available to us.  Matchio reserves the right to notify the applicable Account Administrator of the foregoing.

7. Proprietary Rights

Matchio and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Service and Websites.  You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites.  All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites shall, as between you and Matchio, at all times be and remain the sole and exclusive property of Matchio.

8. User Content and Feedback

8.1 User Content and Submissions on the Service.  The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others.  User Content submitted or otherwise made available to the Service is subject to the following terms:

8.2 Free User Content.  Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”).  By submitting Free User Content, Free Users grant Matchio a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, in order to provide the Service, and as permitted by Matchio’s Privacy Statement, including if required to do so by law or in good faith to comply with legal process.  We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in Matchio’s sole discretion.

8.3 Managed User Content on the Service.  User Content submitted to the Service by Managed Users is Customer Data, which is owned and controlled by the Customer, in accordance with the Customer Agreement.

8.4 Feedback.  The Service and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Matchio, and/or share such Feedback with other users, or the public.  If you submit Feedback, Matchio may use such Feedback for any purpose without any compensation or obligation to you.  We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion.

8.5 User Content and Feedback Representations.  You represent and warrant that you have all required rights to submit User Content and Feedback without violation or infringement of any third-party rights.  You understand that Matchio does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

9. WARRANTIES, DISCLAIMER, AND LIMITATION OF LIABILITY

THE SERVICE AND WEBSITES AND USER CONTENT, WHETHER PROVIDED BY MATCHIO, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE AND WEBSITES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  SPECIFICALLY, BUT WITHOUT LIMITATION, MATCHIO DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICE AND WEBSITES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE AND WEBSITES OR THE SERVER(S) THAT MAKE THE SERVICE AND WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  MATCHIO DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE AND WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND WEBSITES, AND MATCHIO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE AND WEBSITES.  MATCHIO WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY.  YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL MATCHIO OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE AND WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE AND WEBSITES, WHETHER OR NOT MATCHIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.  THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED $100.

Some countries and U.S.  jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in this section 9.  Accordingly, some of the above limitations may not apply to you.

10. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD MATCHIO, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, MADE IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY.  WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

11. Third-Party Links, Services and Websites

The Service and Websites may include information and content provided by third parties, including links to third-party websites, resources, and/or goods and services.  Matchio is not responsible and will not be liable for any damages or losses caused by or relating to, (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) the availability of or any errors or omissions in such websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources.  Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

12. General Terms

12.1 Modifications to the Service.  We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice.  You agree that Matchio shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service and Websites.

12.2 Controlling Law.  These Terms will be governed by the laws of California notwithstanding its conflicts of law principles.  However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country.  This paragraph does not override those laws.

12.3 Initial Dispute Resolution.  Most disputes can be resolved without resort to formal dispute resolution.  If you take any issue with us or our Service, you agree that before taking any formal action, you will contact us at legal@matchio.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account).  Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Matchio, and good faith negotiations shall be a condition to either party initiating a lawsuit.

If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way relating to these Terms, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California. The arbitration will be conducted in English. Judgment upon any such award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief and to stop unauthorized use of the Service or infringement of intellectual property rights. Disputes, claims, or controversies concerning either party’s intellectual property rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under these Terms, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.

12.4 No Waiver.  The failure of Matchio to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.  If any provision of these Terms is found to be invalid or unenforceable, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

12.5 Third-Party Beneficiaries.  You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

12.6 Entire Agreement.  These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Matchio, and supersede any prior agreements between you and Matchio on the subject matter.  To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Statement).  The applicable Customer will be responsible for notifying Managed Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

12.7 Translations. Any non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version shall control.

12.8 Miscellaneous.  These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you.  These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Matchio without restriction.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.  These Terms may not be modified by an oral statement by a representative of Matchio.  No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms.  You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.  If you are using the Service and Websites for or on behalf of the U.S.  government, your license rights do not exceed those granted to non-government consumers.  The section titles in these Terms are for convenience only and have no legal or contractual effect.  Any provision of these Terms that by its nature is reasonably intended to survive beyond their termination or expiration shall survive.  Notwithstanding the generality of the foregoing, the following sections shall survive any termination or expiration of these Terms: Sections 1 (Introduction); 2 (How These Terms Apply); 7 (Proprietary Rights); 8 (User Content and Feedback); 9 (Warranties, Disclaimer, and Limitation of Liability); 10 (Indemnification); and 12 (General Terms).

12.9 Notices.  We may deliver notice to you by email, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch.  If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Matchio, Inc.  455 Market Street, San Francisco, CA 94105; or (2) legal@matchio.com.

13. Questions

If you have any questions about these Terms, please contact us at support@matchio.com.

‍

Subscriber Terms

Last Updated: June 1, 2025

These Subscriber Terms (“Agreement”) are between Matchio, Inc. (“Matchio”) and the party identified as the customer in the applicable Order Form (“Customer”), and is effective as of the date the parties enter into an applicable Order Form incorporating these terms (the “Effective Date”).

In the event of a conflict among the documents making up this Agreement, this Agreement will prevail, except that any Order Forms, Product-Specific Terms, Data Processing Addendum, or any other exhibit, attachment, or addendum will control over the Agreement for its specific subject matter.

1. Definitions

1.1 “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Matchio or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity or having the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

1.2 “Customer Data” means all information that Customer or its End Users submit to the Service.

1.3 “Documentation” means the then current list of Matchio features, as updated from time to time.

1.4 “End User” means any individual who is authorized by Customer to use the Service under Customer’s account, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.

1.5 “Order Form" means an ordering document or an online order, including a trial, entered into between Customer and Matchio (or Affiliates of either party) specifying the Service or Professional Services to be provided pursuant to this Agreement. Each Order Form is a stand-alone agreement, separate from any other Order Form, incorporating the terms and conditions of this Agreement by reference.

1.6 “Product-Specific Terms” means terms that apply to the extent Customer enables applicable products or features made available by Matchio and form part of the Agreement.

1.7 “Professional Services” means the customer success services provided by Matchio or its subcontractor as specified in the applicable Order Form.

1.8 “Service” means Matchio’s collaboration applicant tracking and matching software as a service platform to be provided pursuant to the applicable Order Form.

1.9 “Subscription” means the access to and use of the Service on a per End User basis.

1.10 “Subscription Term” means the initial period of time for the Subscription identified in the applicable Order Form (from applicable Start Date to End Date), and, thereafter, each renewal term, as applicable.

2. The Service

2.1 Provision of the Service and Availability. Matchio will make the Service available to Customer during the applicable, then-current Subscription Term pursuant to this Agreement. Matchio may update the content, functionality, and user interface of the Service from time to time provided such update will not materially decrease the functionality of the Service during the applicable, then-current Subscription Term. Customer agrees that its use of the Service under this Agreement is not contingent on the delivery of future features or functionality.

2.2 Access Rights. Matchio grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use (and to grant access and use of the Service to its End Users) the Service during the applicable, then-current Subscription Term, solely for Customer’s internal business purposes, and subject to an applicable Order Form.

2.3 Affiliates. In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions and/or Professional Services pursuant to this Agreement by entering into an Order Form, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.

2.4 Acceptable Use Terms. Customer will not (a) make the Service available to anyone other than Customer and its End Users or use the Service for the benefit of anyone other than Customer or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or employees of its Affiliates to access the Service as guests instead of acquiring End User Subscriptions for such employees); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Matchio’s Confidential Information to develop a product or service in competition with the Service; (e) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose); (f) use the Service to violate any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (g) or use the Service to create, use, send, store, or run viruses, bots, worms, or similar harmful material. Matchio may request that Customer suspend the account of any End User who: (i) violates this Agreement; or (ii) is using the Service in a manner that Matchio reasonably believes may cause a security risk or a disruption to others’ use of the Service. If Customer fails to promptly suspend or terminate such an End User’s account, Matchio reserves the right to do so.

2.5 Security; Protection of Customer Data. Matchio will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. Either the Matchio Data Processing Addendum or a separately executed Data Processing Addendum (either of the aforementioned, as applicable “DPA”), will apply to any Customer Personal Data (as such term is defined in the DPA) included in Customer Data.

2.6 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify one or more End Users as administrators (each an “Administrator”) to manage its account, and Matchio is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer’s account. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer will promptly notify Matchio if it becomes aware of any unauthorized use or access to Customer’s account or the Service.

2.7 Customer’s Use of Third Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Matchio application programming interface (“API”) or otherwise connect with the Service (“Third Party Services”). Any use by Customer or its End Users of such Third Party Services is solely the responsibility of Customer and the applicable third party provider. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, such Third Party Service terms will govern. In no event will Matchio be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third party provider or its services.

3. Representations and Warranties

3.1 Mutual Warranties. Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.

3.2 By Matchio.

3.2.1 Service Warranties. Matchio warrants that during the then-current Subscription Term, the Service will materially conform with the Documentation. If any material non-conformity to the Documentation persists without relief more than thirty (30) days after Customer’s written notice of the non-conformity, then Customer may terminate the applicable Order Form and, as Customer’s exclusive remedy, receive a refund of any prepaid, unused fees applicable to the remaining portion of the then-current Subscription Term measured from the effective date of termination.

3.2.2 Professional Services Warranty. Matchio warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. In the event that Customer believes Matchio has breached this warranty, Customer must provide written notice to Matchio within thirty (30) days of Matchio’s performance of any nonconforming Professional Services, and as Customer’s exclusive remedy, Matchio will, at its option (a) re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.

3.2.3 Malicious Code. Matchio warrants that it has implemented appropriate technical measures and updates the Service periodically to prevent the introduction of software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm to the Service.

3.3 By Customer. Customer represents and warrants that it is entitled to transfer the Customer Data to Matchio so that Matchio and its authorized third party service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.

3.4 Disclaimer. The warranties set forth in this Section 3 are the exclusive warranties from Matchio and, to the fullest extent permitted by applicable law, Matchio does not make any additional warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Service or Professional Services. Matchio warranties will not apply in the event of misuse or modification of the Service by Customer and End Users, or failure to comply with instructions provided by Matchio. Matchio makes beta, trial, proof of concept, and “sandbox” versions of the Service available as-is without warranties of any kind.

4. Payment

4.1 Payment. Customer will pay all undisputed amounts due under the applicable Order Form within thirty (30) days of invoice date, which shall be the same date the invoice email is received by Customer. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Matchio with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this Agreement. Customer is responsible for providing complete and accurate billing information to Matchio, including the purchase order number at the time of purchase if Customer requires one. Matchio reserves the right to suspend Customer’s account in the event that Customer’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer’s obligation to pay amounts due. For transactions where Customer is permitted to make payment via credit card, Customer agrees that, if eligible, Matchio may update Customer's payment information through the use of account refresher services provided by third party payment processors.

4.2 End User Subscriptions. Unless otherwise specified in an Order Form, Subscription fees are based on annual periods (or pro rata portions of annual periods). Subscriptions to the Service are sold in set increments based on the number of End Users. Customer may add End Users to their Subscription at any time on written notice to Matchio (email notice acceptable). Matchio reserves the right to calculate the total number of End Users on a periodic basis, and, if such number exceeds Customer’s current plan size, Matchio may invoice Customer for the additional increments of End Users that corresponds to the number of End Users on a pro rata basis for the remaining months in Customer’s then-current Subscription Term on an annual basis so that all End User Subscription Terms are coterminous. If Customer wishes to (i) reduce the number of paid-for End Users under the applicable Subscription or (ii) downgrade to a lower Subscription plan, Customer must provide Matchio with written notice (in-app notification or email acceptable) at least thirty (30) days prior to the end of the then-current Term; and Matchio will reflect such reduction and/or downgrade within Customer’s billable account on the Renewal Date (as defined below), if applicable.

4.3 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Matchio’s net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, Customer will pay Matchio any additional amounts necessary to ensure that the net amount that Matchio receives, after any such withholding, equals the amount Matchio would have received if no withholding had been applied. Upon request, Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Matchio’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.3 (Taxes). If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Matchio without undue delay upon execution of the applicable Order Form.

4.4 Auto-renewal. Unless otherwise stated in the applicable Order Form, Customer agrees that its Subscription will automatically renew at the end of the then-current Subscription Term (the “Renewal Date”) for a renewal period equal to the prior Subscription Term, at Matchio's then current rates. Customer authorizes Matchio to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or canceled by Customer at least thirty (30) days prior to the Renewal Date. If Customer chooses to cancel its Subscription during the then-current Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term, but without any right to a refund or credit for such remaining period of the then-current Subscription Term.

5. Term and Termination

5.1 Term. This Agreement commences on the Effective Date and will remain in effect until expiration or termination in accordance with its terms. Any Order Form executed hereunder remains governed by this Agreement for its then-current Subscription Term or Professional Services term, irrespective of any earlier termination or expiration of this Agreement. Termination or expiration of this Agreement does not automatically terminate any applicable Order Form.

5.2 Termination. Either party may terminate this Agreement and/or any Order Form: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period, (b) with immediate effect upon receipt of notice in the event of a breach of Section 2.4 (Acceptable Use Terms); or (c) with immediate effect if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.

5.3 Effect of Termination. Upon expiration or termination of this Agreement and/or the applicable Order Form for any reason, all Subscriptions and any other rights granted to Customer under such terminated Order Form will immediately terminate, and Customer will immediately cease to use the Service.

Upon termination of an applicable Order Form by Customer pursuant to Section 5.2(a), Matchio will refund to Customer a prorated amount of prepaid, unused fees applicable to the remaining portion of the then-current Subscription Term measured from the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Matchio for the Service or Professional Services in the period prior to the effective date of termination. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.

5.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of all Subscriptions under the Agreement, Matchio may immediately deactivate Customer’s account(s) associated with such Agreement. Matchio will make Customer Data available to Customer for export as long as Matchio receives written notice within thirty (30) days after the effective date of expiration or termination from Customer. After such thirty (30) day period, Matchio will have no obligation to retain Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control. Subject to any limitations in Customer’s Service configuration, upon Customer’s request at support@matchio.com, Matchio will, within one-hundred and eighty (180) days of receipt of such request, securely destroy all Customer Data from its systems; provided that all back-ups will be deleted within thirty (30) days after such one-hundred and eighty (180) day period.

6. Confidentiality

6.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this Agreement, the Service, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.

6.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish, or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors who have a need to know such Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. If the parties entered into a non-disclosure agreement prior to executing this Agreement, the terms of this Section 6 (Confidentiality) will control in the event of any conflict or inconsistency.

6.3 Equitable Relief. In the event of a breach of this Section 6 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.

6.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.

7. Intellectual Property Rights

7.1 Matchio Ownership. As between the parties, Matchio and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Service. Customer’s use of the Service will not affect Matchio’s ownership or license rights in the Service. Except for the rights expressly granted in Section 2.2, Matchio reserves all rights in the Service and does not grant Customer or its End Users any intellectual property rights to the Service, including any enhancements, modifications or derivatives thereof.

7.2 Customer Ownership. As between the parties, Customer and its licensors will retain all right, title, and interest in and to all intellectual property rights in Customer Data. Customer grants to Matchio and its authorized third party Subprocessors a royalty-free, fully paid, non-exclusive, non-transferrable, worldwide, right to use, host, store, backup, transmit, and display Customer Data solely to (a) provide and support the Service and (b) improve the Service as long as neither Customer nor its End Users are publicly identified and such data is used in a statistical or aggregated form.

7.3 Feedback. If Customer submits any feedback to Matchio regarding the Service or Professional Services, Matchio may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Section 6 (Confidentiality).

8. Indemnification

8.1 Matchio Indemnity. Matchio will (a) defend Customer and its Affiliates and their respective officers, directors, and employees against any third party claims, actions, demands or suits to the extent arising out of or alleging the Service as used by the Customer in accordance with this Agreement infringes, misappropriates or violates such third party’s intellectual property rights (“IP Claim”) and (b) with relation to the IP Claim, pay amounts finally awarded by a court against Customer or included in a settlement approved by Matchio. To obtain such defense and payment by Matchio, Customer must promptly (i) notify Matchio in writing of the claim, (ii) supply information requested by Matchio, and (iii) allow Matchio to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

In connection with any IP Claim, Matchio may: (a) contest the IP Claim; (b) obtain claimant’s permission for Customer’s continued use of the applicable Service; (c) replace Customer’s access to or use of the applicable Service with substantially similar functionality that avoids the IP Claim; or (d) if Matchio determines the foregoing clauses (a), (b), and (c) are commercially impracticable, terminate Customer’s access to and use of the affected Service on sixty (60)-days’ prior notice and refund any prepaid subscription fees covering that part of the then-current Subscription Term for such Service measured from the effective date of termination.

Matchio has no responsibility for claims based on non-Matchio products and services, items not provided by Matchio, or any violation of law or third party rights caused by Customer Data or other Customer materials.

8.2 Customer Indemnity. Customer will (a) defend Matchio and its Affiliates and their respective officers, directors, and employees against any third party claims, actions, demands or suits to the extent arising out of or alleging that Customer Data infringes, misappropriates or violates a third party’s rights including but not limited to intellectual property rights, privacy rights, or rights of publicity and (b) with relation to (a), pay amounts finally awarded by a court against Matchio or included in a settlement approved by Customer. To obtain such defense and payment by Customer, Matchio must promptly (i) notify Customer in writing of the claim, (ii) supply information requested by Customer, and (iii) allow Customer to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

This Section states each party’s entire obligation and exclusive remedy regarding the third party claims described in the Section.

9. Liability

9.1 To the extent permitted by law, each party’s total, cumulative liability for all claims arising out of or related to the Agreement, whether based on contract, tort (including negligence) or any other legal or equitable theory, will be limited to the total amount paid by Customer under this Agreement in the twelve (12) months preceding the first event giving rise to liability.

9.2 To the extent permitted by law, neither party will be liable for (a) special, incidental, exemplary, punitive, indirect, or any consequential damages, or (b) lost profits (direct or indirect), for loss of use or data, service interruption, business, value, revenue, goodwill, or anticipated savings whether based on contract, tort (including negligence) or any other legal or equitable theory, even if such party has been advised of such damages in advance or if such damages were foreseeable.

9.3 The following are not subject to the limitation in Section 9.1 and the exclusion in Section 9.2: (a) obligations to pay for products, services, or taxes set forth in Section 4, (b) a party’s indemnification payments set forth in Section 8 (Indemnification), and (c) damages arising from a party’s gross negligence, willful misconduct, or fraud, separate and distinct from a cause of action for a breach of this Agreement.

10. Export Control and Economic Sanctions Compliance

Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.

11. Miscellaneous

11.1 Governing Law; Venue. Both parties agree to (i) the application of the laws of the State of California, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.

11.2 Notices. Matchio may give general notices related to the Service that apply to all customers by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in writing by Customer, such as in the Order Form as applicable. Notices are deemed given when received.

11.3 Publicity. Matchio may include Customer’s name and logo in Matchio’s online customer list and in print and electronic marketing materials.

11.4 Access to Non-Production Versions of the Service. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Service or features within the Service (collectively, the “Non-Production Versions of the Service”). Customer acknowledges and understands that its use of the Non-Production Versions of the Service is not required and is at Customer’s own risk, and that Non-Production Versions of the Service are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Non-Production Versions of the Service are not for production use, not supported, and not subject to availability or security obligations. Matchio will have no liability for any harm or damage arising out of or in connection with Non-Production Versions of the Service.

11.5 Relationship of the Parties. Matchio is an independent contractor, not Customer’s agent, joint venture, partner, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it.

11.6 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.

11.7 Severability; No Waiver. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

11.8 Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.9 Public Entities. If Customer is a United States of America federal, state, or local government agency or public education institution utilizing Matchio’s Service in an official capacity, Customer’s use of the Service shall be subject to this Agreement.

11.10 Entire Agreement. Each Order Form governed by this Agreement, including all attachments, exhibits, and addendums, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions of any purchase order or other business form used by Customer shall be incorporated into, supersede, supplement, or otherwise apply to this Agreement or Matchio, and all such terms or conditions shall be null and void.

11.11 Modifications. Matchio may revise this Agreement from time to time by posting the modified version on its website. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement. If you have a separate written agreement with Matchio on this subject matter, these online Subscriber Terms will not apply to the Customer.