Ohio subscribers: (in addition to other states in which this may apply) You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date on which you subscribed. Refunds may be requested by

contacting customerservice@matchmakersusa.com, or by mailing or delivering a signed and dated notice which states that you, the buyer, are canceling this agreement, or words of similar effect. Please also include your MM user name and the email address you used to sign up for your account. This notice shall be sent to: MM, Attn: Cancelations,

customerservice@matchmakersusa.com

Welcome to Matchmakers, LLC. These Terms of Use are between you and Matchmakers, LLC (“MM”). The terms “us,” “we,” the “Company” or “MM” refer to Matchmaker, LLC

1. Acceptance of Terms of Use Agreement

    

   By creating an MM account, whether through a mobile device, mobile application or computer (collectively, the “Service”) you agree to be bound by (i) these Terms of Use,

   (ii) our Privacy Policy (each of which is incorporated by reference into this Agreement), and (iii) any terms disclosed and agreed to by you if you purchase additional features, products or services we offer on the Service (collectively, the “Agreement”). If you do

   not accept and agree to be bound by all of the terms of this Agreement, you may not use the Service. We may make changes to this Agreement and to the Service from time to time. Such changes may be effected for a variety of reasons including but not limited to the need to reflect changes in the law, the addition of new features, or changes in business practices. The most current version of this Agreement will be posted on the Service, and it shall be your responsibility to ensure that you know and understand the contents

   thereof. The most current version of this Agreement shall be the enforceable version. You may be notified of any material changes affecting your rights and obligations. Such

   notice may be made in advance, and may be made by notification through the Service or per email. You shall be deemed to have notice of any changes once those changes are

   reflected in the Agreement, or once notice has been sent through the service or per email, whichever occurs first. If you continue to use the Service once any changes have become effective, you shall be deemed to agree to the revised Agreement.

    

2. Eligibility

    

   You must be at least 18 years of age to create an account on MM and use the Service. By creating an account and using the Service, you represent and warrant that:

    

   • you can form a binding contract with MM; and
   • you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction, meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or are subject to any other similar prohibition; and
   • you shall comply with this Agreement and all applicable local, state, national and international laws, rules and regulations; and
   • you have never been convicted of a felony or indictable offence, or a crime of similar severity and rules, and that you are not required to register as a sexoffender with any state, provincial, federal or local sex offender registry.

      

3. Your Account

    

   It is your responsibility to maintain the confidentiality of the login credentials you use to sign up for MM, and you are solely responsible for all activities that occur under, or in relation to those credentials. If you think someone has gained access to your account, please immediately contact customerservice@matchmakersusa.com.

    

4. Termination and Modification of the Service

    

   MM is always striving to improve the Service and bring you additional functionality that you will find engaging and useful. This means we may add new product features or

   enhancements, from time to time, as well as remove some features. These modifications may be effected without notice. MM reserves the right to suspend the Service at any time, in part or entirely, and with or without notice.

    

   You may terminate your account at any time by following the instructions in the “Help” section in the Service. Please be advised however that any in-app purchases will need to be managed through your mobile device platform (e.g., iTunes, Google Play, etc.).

   Similarly, any purchases made via PayPal will need to managed through PayPal to avoid additional billing. MM may terminate your account at any time, with or without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund for purchases. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and MM: Section 4, Section 5, and Sections 12 through 20.

    

5. Safety; Your Interactions with Other Users

    

   Though MM strives to encourage a respectful user experience, it is not responsible for the conduct of any User of the Service (“User”) on or off of the Service. You agree to use caution in all interactions with other Users of the Service, particularly if you decide to

   communicate without use of the Service, or to meet in person. You agree that you will

   not provide your financial information (e.g., credit card or bank account information), or wire or otherwise send money to other Users.

    

   YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT MM DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. MM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, CHARACTER OR NATURE OF USERS. MM RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS. BY USING THE SERVICE YOU AGREE TO SUCH CHECKS AND/OR SCREENINGS.

6. User’s rights and obligations

    

   MM grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive,

   revocable, and non-sublicensable license to access and use the Service. This license is for the sole purpose of letting you use and enjoy the benefits of the Service, as intended by MM and permitted by this Agreement.

    

   By using the Service you agree not to:

    

   • use the Service or any content contained in the Service for any commercial purposes without our written consent; or
   • copy, modify, transmit, create any derivative works from, make use of, orreproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information

     accessible through the Service without MM’s prior written consent; or

   • express or imply that any statements you make are endorsed by MM, or representative of the views or statements of MM; or
   • use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; or
   • use the Service in any way that could interfere with, disrupt or negatively affect the Service or the servers or networks connected to the Service; or
   • upload viruses or other malicious code or otherwise compromise the security of the Service; or
   • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service; or
   • “frame” or “mirror” any part of the Service without MM’s prior written authorization; or
   • use meta tags or code or other devices containing any reference to MM or the Service (or any trademark, trade name, service mark, logo or slogan of MM) to direct any person to any other website for any purpose; or
   • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so; or
   • use or develop any third-party applications that interact with the Service or other Users’ Content or information without our written consent; or
   • use, access, or publish the MM application programming interface without our written consent; or
   • probe, scan or test the vulnerability of our Service or any system or network; or
   • encourage or promote any activity that violates this Agreement.

    

   MM may investigate and take any available legal action – including termination of your account – in response to illegal and/ or unauthorized uses of the Service.

    

   MM’s software might automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

7. MM’s rights and obligations

    

   By creating an account, you grant to MM a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute any information you post, upload, display or otherwise make available (collectively, “post”) on the Service or transmit to other Users (collectively, “Content”). MM’s license to your Content shall be non-exclusive, except

   that MM’s license shall be exclusive with respect to derivative works created through use of the Service. For example, MM would have an exclusive license to screenshots of the Service that include your Content. In addition, so that MM can prevent the use of your Content outside of the Service, you authorize MM to act on your behalf with respect to infringing uses of your Content taken from the Service by other Users or third parties.

   This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your Content is taken and used by third parties outside of the Service. Our license to your Content is

   subject to your rights under applicable law (e.g. laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Service may be viewed by other Users and may be

   viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other MM Users).

    

   You confirm that all information that you submit upon creation of your account is

   accurate and truthful and that you have the right to post the Content on the Service and by using the Service, you agree to grant such use and license to MM.

    

   You understand and agree that we may monitor or review any Content you post as part of a Service. We may delete any Content, in whole or in part, that in our sole judgment

   violates this Agreement or may harm the reputation of MM and/or the Service. Nothing in this paragraph, however, creates an obligation for us to review, monitor or delete any Content.

    

   In consideration for MM allowing you to use the Service, you agree that we, our affiliates, and our third-party partners may place advertising on the Service. By

   submitting suggestions or feedback to MM regarding our Service, you agree that MM may use and share such feedback for any purpose without compensating you.

    

   You agree that MM may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii)

   enforce this Agreement; (iii) respond to claims that any Content violates the rights of

   third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of MM or any other person.

    

8. Community Rules

   By using the Service, you agree that you will not:

    

   • use the Service for any purpose that is illegal or prohibited by this Agreement; or
   • use the Service for any harmful or nefarious purpose; or
   • use the Service in order to damage MM; or
   • spam, solicit money from or defraud any Users; or
   • impersonate any person or entity or post any images of another person without his or her permission; or
   • bully, “stalk,” intimidate, assault, harass, mistreat or defame any person; or
   • post any Content that violates or infringes anyone’s rights, including rights ofpublicity, privacy, copyright, trademark or other intellectual property or contract right; or
   • post any Content that is hate speech, threatening, sexually explicit orpornographic; incites violence; or contains nudity or graphic or gratuitous violence; or
   • post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or
   • solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other Users or disseminate another person’s personal information without his or her permission; or
   • use another User’s account; or
   • create another account if we have already terminated your account, unless you have our permission.

     When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

      

     MM reserves the right to investigate and/or terminate your account, without refund, if you have violated this Agreement, misused the Service or behaved in a way that MM

     regards as inappropriate or unlawful, including actions or communications that occur on or off the Service.

      

9. Other Users’ Content

    

   Although MM reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the User who posts it, and MM

   cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it within the Service. We disclaim all responsibility for Content posted by you, other Users or other third parties, even if made available by us through the Service, as set out in Section 12 below

    

10. Purchases

    • In App Purchases. From time to time, MM may offer products and services for purchase (“in app purchases”) through Software Stores (e.g. iTunes, Google Play or other application platforms) authorized by MM. If you choose to make an in

      app purchase, you will be prompted to enter details for your account with your Software Store (“your IAP Account”), and your IAP Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of

      purchase as well as the general terms for in app purchases that apply to your IAP Account. Some Software Stores may charge you sales tax, depending on where you live. If you purchase an auto-recurring periodic subscription through an in app purchase, your IAP Account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again

      after any subsequent subscription periods, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if

      you want to change or terminate your subscription, you will need to log in to your IAP Account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the MM application from your device. Deleting your account on MM or deleting the MM application from your device does not cancel your subscription. MM will retain all funds

      charged to your IAP Account until you cancel your subscription through your IAP Account.

       

    • MM Direct Purchases. If you choose to make a purchase through MM.com, MM.fr, any other MM website or the MM app on Google Play without using an IAP Account (“MM Direct”), you agree to pay MM all charges at the prices displayed to you for the services you’ve selected as well as any sales or similar

      taxes that may be added to your payments, and you authorize MM to charge your chosen payment provider (your “Payment Method”). MM may correct any billing errors or mistakes that it makes even if it has already requested or received

      payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, MM may in its sole discretion terminate your account with

      immediate effect. You are responsible for providing accurate and complete billing information. If your billing address is outside Canada, you confirm that you (a) are not a resident of Canada, (b) are not registered for purposes of Canadian

      goods and services tax (GST) and harmonized sales tax (HST), (c) will be outside Canada at all times that you access MM’s website and exercise you membership rights, and (d) will update your billing address with MM to a Canadian billing

      address if any of the above changes.

       

      If you purchase a subscription through MM Direct, your subscription will continue indefinitely until cancelled by you. After your initial subscription

      commitment period, and again after any subsequent subscription periods, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing, until you cancel. You agree that your

      account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your

      subscription, please log in and go to “Account” on MM Direct and follow the

      instructions. If you used PayPal to make purchases, you must contact or login to PayPal to cancel your subscription. MM is not able to liaise with PayPal on behalf of PayPal users. If you cancel your subscription, you may use your subscription

      until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.

       

      If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method. This may result in a change to your

      payment billing dates. In addition, you authorize us to obtain updated or

      replacement expiration dates and card numbers for your credit or debit card, as provided by your credit or debit card issuer. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your

      chosen Payment Method.

       

    • Refunds. All charges for purchases or subscriptions are nonrefundable. No refunds or credits will be made or entertained for partially used periods or services subject to any applicable laws related thereto.

       

      For MM subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio and Wisconsin, the terms below apply:

       

      You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed.

      In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your

      subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use the services of MM) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the company notice in the same manner as you request a refund as described below.

       

      Purchases of Virtual Items are final and non-refundable.

       

      Please direct all queries to: customerservice@matchmakersusa.com

       

11. Notice and Procedure for Making Claims of Copyright Infringement

     

    If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the

    following information:

     

    • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • a description of the copyrighted work that you claim has been infringed;
    • a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
    • your contact information, including address, telephone number and email address;
    • a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

      Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent via email customerservice@matchmakersusa.com

       

      MM reserves the right to terminate the accounts of repeat infringers.

       

12. Disclaimers

     

    MM PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MM DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICE WILL BE ACCURATE.

     

    MM TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

     

13. Third Party Services

     

    The Service may contain advertisements and promotional content offered by third parties and links to other web sites or resources. MM is not responsible for the availability (or lack of availability) of such external websites or resources. Interacting with such third parties remains your sole decision and is not in any way related to MM or the Service. Such interaction and/or relationship may or may not be governed by the third party’s terms. MM is not responsible or liable for such third party’s terms or actions.

     

14. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MM, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH, OR FOLLOWING USE OF THE SERVICE; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, EVEN IF MM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MM’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO MM FOR THE SERVICE WHILE YOU HAVE AN ACCOUNT.

     

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF MM, ITS AFFILATES, AND THEIR RESPECTIVE EMPLOYEES, LICENSORS OR SERVICE PROVIDERS WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

     

15. Arbitration, Class-Action Waiver, and Jury Waiver

     

    The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be BINDING ARBITRATION administered by the American Arbitration Association under the

    Consumer Arbitration Rules. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. Whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.

     

    By using the Service in any manner, you agree to the above arbitration agreement. In doing so, you give up your right to go to court to assert or defend any claims between you and MM (except for matters that may be taken to small-claims court). You also give up your right to participate in a class action or other class proceeding. Your rights will be determined by a NEUTRAL ARBITRATOR, not a judge or jury, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair

    hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

     

    Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of

    competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or state courts located in Cuyahoga

    County, Ohio. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

     

    This Agreement, and any dispute between you and the Company, shall be

    governed by the laws of the state of Ohio, without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

     

16. Governing Law

     

    For Users residing in the EU or European Economic Area or elsewhere where our arbitration agreement is prohibited by law, the laws of Ohio, U.S.A., excluding Ohio’s conflict of laws rules, shall apply to any disputes arising out of or relating to this

    Agreement or the Service. For the avoidance of doubt, the choice of Ohio governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions. Notwithstanding the foregoing, the Arbitration Agreement in Section 15 above shall be governed by the Federal Arbitration Act.

     

17. Venue

     

    Except for Users residing in the EU or European Economic Area, who may bring claims in their country of residence in accordance with applicable law, and except for claims that may be properly brought in a small claims court of competent jurisdiction in the county in which you reside or Cuyahoga County, OH, all claims arising out of or relating to this Agreement, to the Service, or to your relationship with MM that for whatever reason are not submitted to arbitration, shall be litigated exclusively in the

    federal or state courts of Cuyahoga County, OH, U.S.A.. You and MM consent to the exercise of personal jurisdiction of courts in the State of Ohio and waive any claim that such courts constitute an inconvenient forum.

     

18. Indemnification

     

    You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless MM, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages,

    losses, costs, liabilities and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Service, your Content, or your breach of this Agreement.

     

19. Entire Agreement; Other

This Agreement incorporates any additional terms disclosed and agreed to at any time. This Agreement contains the entire agreement between you and MM regarding your relationship with MM and the use of the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The

failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your MM account is non-transferable and all of your rights to your account and its Content terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement and you may not make any

representations on behalf of or bind MM in any manner.