Vendor Terms of Use
These Vendor Terms of Use (“Vendor Terms”), in addition to our Terms of Use and Privacy Policy, are entered into and agreed to by all Vendors (as defined below) as a condition of accessing and using Sites or Services offered by Lucerna LLC d/b/a Matchr (“Matchr,” “we,” “our,” or “us”). These Vendor Terms govern all Vendors’ use of Matchr’s Sites and Services including, but not limited to, a Vendor’s inclusion in Matchr’s vendor list at no charge, as well as the pay-per-click services described below. We reserve the right to update or otherwise modify these Vendor Terms from time to time. You are responsible for checking these Vendor Terms periodically for changes and updates. Your use of our Sites and Services after such notice has posted constitutes your acceptance of the updated Vendor Terms.
BY ACCESSING AND USING OUR SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THESE VENDOR TERMS, OUR TERMS OF USE, AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SITES OR SERVICES.
In consideration of the premises set forth above, you hereby agree as follows:
DEFINITIONS:
- Vendor: Includes, without limitation, any vendor listed on our Sites that has not entered into a Referral Fee Agreement with Matchr but is receiving Matchr’s Services. The term “vendor” also includes any vendor, company, or party who utilizes any of the Pay Per Click services (also referred to as “Price Per Click Campaigns” or “PPC Campaigns”, as discussed and defined below).
- Our Content: All Sites, tools, templates, and related proprietary materials developed and owned by Matchr, including without limitation, Product Listings and Third-Party Content.
- Product Information: Collectively includes, without limitation, Product Listings and any other product-related information developed by us, now and in the future ordinary course of our business.
- Product Listings: High-level descriptions of Vendor’s products (including vendor name, vendor logo, product name, and short product description) created by us and featured in our online vendor list. Product Listings are free-of-charge and do not generate conversions, clicks, or leads.
- Modified Product Listings: Product Listings that have been changed or updated by us based on information provided by Vendor or otherwise in accordance with the guidelines for Product Listings as established by Matchr and updated from time to time.
- Ratings: Any scaled score value assigned to Vendor to indicate an opinion about its product and/or service. Matchr may report scores directly from other review sites and/or compile scores from other review sites and assign Matchr’s own Rating based on an average of those scores.
- Services: Collectively includes, without limitation, all of our proprietary products and services, including applications, tools, and programs, which are accessible via our Sites.
- Site(s): Any property (website or landing page) owned or licensed by us, Vendor, or authorized Third Party to provide the Services hereunder.
- Third Party: Any third party with which we cooperate to deploy the Services, including service providers.
- Vendor Content: Information provided to us by Vendor in connection with our Services, including, without limitation, updates to Product Listings.
ELIGIBILITY:
Our Sites and Services are intended solely for users who are 18 years of age or older. Any access to or use of our Sites or Services by anyone under 18 is expressly prohibited. By accessing or using our Sites or Services you represent and warrant that you are 18 years of age or older.
USE OF SITES AND SERVICES:
By submitting your request and information to Matchr, you are requesting that Matchr create a Product Listing and include your Product Information in its vendor list. Matchr reserves the right to refuse any such request or to cancel any listing for failure to fulfill the obligations set forth in these Vendor Terms.
By accessing and using our Sites and Services, you agree to comply in all respects with these Vendor Terms, our Terms of Use, and our Privacy Policy , as well as any other rules we make known to you. You represent and warrant, to the best of your knowledge:
- That you have all necessary right, power, and authority to enter into these Vendor Terms and to fulfill your contractual obligations hereunder;
- That any and all information you provide, including, without limitation, as part of any registration or application or to gain access to our Sites or Services, is true, accurate, and not misleading, and that you will not allow any other person or entity to submit information on your behalf;
- That you will not provide Vendor Content that contains a software virus or any other code files or programs with the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment;
- That you will not forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any Vendor Content or other information provided to us;
- That you will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of our Sites or our other vendors without our express written consent;
- That you will not avoid, bypass, reverse engineer, interfere with, deactivate, impair, descramble, or otherwise circumvent any technical measure implemented by us to administer and protect our Sites and Services;
- That you will not use any automated means or form of data scraping or data extraction to access, query, download, or otherwise collect Our Content or related information from any of our Sites (except as expressly permitted by us) or otherwise without authorization use or upload Our Content; or create new links, reposts, or referrals through the use of any engine, software, tool, agent, device, or mechanism (including automated scripts, spiders, robots, crawlers, and data mining tools);
- That you will not duplicate, download, publish, modify, or otherwise distribute Our Content for any purpose other than for your own individual use;
- That you will not collect or “harvest” from the Sites the personal information of other vendors without their consent for the purpose of transmitting unsolicited commercial mass mailings, “spamming,” or for any other unlawful purpose; and
- That you will not access our Sites and Services by any means other than through interfaces expressly authorized by us and these Vendor Terms.
At our discretion, we may, but are not obligated to, monitor your activity on our Sites and edit or remove Vendor Content that violates or otherwise fails to comply with these Vendor Terms, or terminate your access to the Sites or remove you from our vendor lists for failure to comply with these Vendor Terms.
VENDOR LISTS AND VENDOR SERVICES:
How our Vendor Lists Work: Product Listings are created by Matchr based on information submitted by Vendor, which may be supplemented by publicly available information. Initial Product Listings are created through Vendor’s submission of the online form. Product Listings may be updated by Vendor online through the vendor portal. Matchr shall have full control and final determination of the form and content of all vendor lists.
Product Listings: Product Listings are descriptions of Vendor’s products (including vendor name, vendor logo, product name, product description, and screenshots) created from Vendor-provided information, publicly available content, Vendor-contributed modifications, and any other content we create or license, which are featured in our online vendor lists. Vendor shall ensure that the Vendor Content it contributes or approves for its Product Listing complies with these Vendor Terms and with any other guidelines for Product Listings provided to Vendor. Listed company names are the service marks and trademarks of their respective companies. Matchr shall have full control and final determination of the form and content of all Product Listings.
Vendor agrees to promptly inform Matchr of any changes in factual information contained in the Product Listing. Any changes thereto will be subject to approval by Matchr. Approved changes will be made according to our regular update schedule.
Pay-Per-Click Campaigns (or “PPC Campaigns”) allow Vendors to promote their listings on the Matchr Website and generate direct click-throughs from users (“Referrals”). Vendors running PPC Campaigns agree to pay Matchr on a pay-per-click basis. The scope of the PPC Campaign, including but not limited to (i) the amount paid per click, (ii) the start and end dates of the campaign, or time duration of the campaign, (iii) the budget for the campaign, and (iv) any other relevant characteristics of the PPC Campaign (the “Scope”) is set and updated by the Vendor within the vendor portal.
PPC campaigns are entirely optional for Vendors and do not constitute any legal commitment on the part of Matchr to verify Referral user details or guarantee any commercial benefit, explicit or implied. While Matchr aims to help its clients as best it can, Matchr cannot and does not guarantee any specific benefit from PPC campaigns.
It is the Vendor’s responsibility to take any and all necessary steps relating to, and to be fully responsible for, the security and experience of any Referral user, paid or otherwise, referred from the Matchr site. Furthermore, Matchr will have no responsibility for the actions or losses resulting from referred users’ actions.
Vendors are not committed to any minimum timeframe or budget other than what is outlined in the Scope. Vendor agrees that the provision of monthly budgeting limits and self-service campaign management functionality within the vendor portal provides sufficient ability to give notice to terminate and manage their billing relationship with Matchr. Vendor agrees and acknowledges that Matchr shall not be held responsible for disputed amounts charged for Referrals.
Vendors agree that it can take up to 24 hours following valid notice to terminate a PPC campaign for that campaign to be cancelled. The vendor is liable for any and all charges incurred during that time unless Matchr, at its sole discretion, determines otherwise. Should a vendor wish to request a refund of unused funds, vendor should contact info@matchr.com to make such a request.
Matchr reserves the right to restrict, extend, or alter visibility of Referral buttons, features, or listing positions on the Matchr website at any time, at its sole discretion. Free or used credits cannot be refunded. It is the Vendor’s responsibility to ensure that they are satisfied with the standard and quality of Referrals (implicitly or explicitly) provided via the Matchr website at any point in time.
Matchr reserves the right to feature Vendor information and run PPC campaigns on any Matchr or partner service, product, or website. For the purposes of this policy, Referrals refer to a click by a user on a relevant link on the Matchr website, or on any Matchr partner website, that refer users to Vendor defined landing page(s). Indicated Cost Per Referral prices, or bid prices set via the PPC bid management system, will be deducted from a Vendor’s pre-purchased credit account balance or billed retrospectively against their predefined payment method as set out below.
Matchr cannot guarantee Referral clicks are generated by real human users instead of bots. Matchr utilizes technological controls to identify bot clicks and if Matchr determines, in its sole discretion, that a referral click was produced by a bot, Matchr may not charge Vendor for such click or may refund any charge already made to Vendor based on such click in the form of an account credit. Matchr reserves the right to add, remove, or change features relating to this or any other platform component at its sole discretion.
Payment terms and methods for pay-per-click campaigns/services: Vendors opting into PPC campaigns, or any other agreements with Matchr for services relating to pay-per-click services, agree to provide accurate and timely payment methods in good working order within their account on the vendor portal in order to facilitate the billing for services rendered or to be rendered at any point in time, unless a specific written agreement to the contrary has been put in place. PPC costs shall, however, be prepaid in advance.
It is the Vendor’s responsibility to make sure that its supplied payment method is timely and in good working order at all times. Matchr generally provides invoices within the Vendor portal after payment is received and email notifications of charges.
Vendors may establish a Scope of a PPC Campaign involving payment on an automatic, recurring subscription basis (each a “Paid Subscription”). You can find specific details regarding your Paid Subscription by logging into your vendor portal.
By purchasing a Paid Subscription, you acknowledge and agree that PAYMENTS ARE CHARGED ON THE DAY YOU SIGN UP FOR THE PAID SUBSCRIPTION AND THAT YOUR PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE PRICE AND FREQUENCY SET FORTH IN CONNECTION WITH THE PAID SUBSCRIPTION OPTION YOU SELECT. ALL PAID SUBSCRIPTION PRICES ARE IN ADDITION TO ANY APPLICABLE TAX. YOUR PAID SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY YOU OR TERMINATED US IN ACCORDANCE WITH THESE TERMS. You can cancel at any time, but please note that there are no refunds.
By purchasing a Paid Subscription, you accept responsibility for, and agree to pay, all fees, plus any applicable tax, prior to cancellation of your Paid Subscription. You affirmatively and expressly authorize us to charge your payment provider when your Paid Subscription begins, and again at the beginning of any subsequent renewal term. If your payment details change, your card provider may provide us with the updated payment details. We reserve the right to use these updated details for future charges in order to help prevent any interruption to the delivery of the Service.
Upon renewal of your Paid Subscription, if Matchr does not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and (b) you agree that Matchr may either terminate or suspend your Paid Subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received). If the regular price to renew your Paid Subscription increases, or any terms regarding the automatic renewal or your Paid Subscription changes, Matchr will notify you of any such increase or change in writing prior to the commencement of the next renewal term to or in which the increase or change applies.
YOU MUST CANCEL YOUR PAID SUBSCRIPTION BEFORE IT RENEWS TO AVOID INCURRING A SUBSCRIPTION FEE FOR THE NEXT RENEWAL TERM. You may cancel your Paid Subscription at any time. The account will remain active for the remainder of your billing cycle, but you will not be charged for the next renewal term unless you purchase another Paid Subscription.
If you want to cancel your subscription, you can do through the campaign management tools in your vendor portal. If you choose to cancel your Subscription prior to the next renewal period, we will terminate your Paid Subscription and will not charge your payment provider for the subsequent renewal period.
You agree that we may either terminate or suspend your Paid Subscription for any reason at any time in our sole discretion. You will not be responsible for payment of any Paid Subscription terminated or suspended by us.
Any disputes for Referrals or payments must be raised within five (5) working days of payment by contacting Matchr, in writing, at info@matchr.com. Matchr will not be held responsible for any payment disputes brought forward beyond this time.
In the event that Matchr ceases to trade or undergoes liquidation any outstanding Vendor account credit will not be refunded.
VENDOR CONTENT
You acknowledge that you are responsible for your actions and for all Vendor Content you submit to us, including the legality, accuracy, reliability, and appropriateness of Vendor Content. With respect to all Vendor Content, you represent and warrant:
- That the information and Vendor Content you e-mail, transmit, or otherwise make available to us, including, without limitation, updates to Product Listings, trademarks, logos, and screenshots is accurate and free of third party encumbrances;
- That you own or control all rights in and to the Vendor Content and have the right to grant the license granted herein to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns;
- That you will, when providing Vendor Content for Product Listings on our Sites, adhere to our guidelines and rules for Product Listings and bear all liability related to your submission of such Vendor Content through our Sites or Services;
- That all Vendor Content complies with all applicable laws, rules, and regulations, including but not limited to rules and regulations of the Federal Trade Commission governing advertising content and practices. Without limiting the generality of the foregoing, you represent and warrant that any Ratings related to your products (whether provided by you or sourced from third parties) comply with all rules and regulations governing use of consumer reviews, are only from real, legitimate users of the product(s) at issue, and were not incentivized in any way unless clearly and conspicuously disclosed therein;
- That you shall not nor shall you authorize any third party to (i) intentionally misrepresent your company, products, and/or services or (ii) provide Vendor Content that advertises anything illegal or engages in or promotes any illegal or fraudulent business practice;
- That you will not provide Vendor Content that is unlawful, tortious, malicious, defamatory, infringing, libelous, abusive, disparaging, pedophilic, pornographic, obscene, or invasive of another’s privacy, or that promotes illegal activities/conduct or violates local, state, national, or other applicable laws or regulations; and
- That you will not provide Vendor Content that you do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships, or information protected under nondisclosure agreements).
Matchr reserves the right to edit or remove any content which does not comply with these Terms in its sole discretion. We further have the right to:
- Refuse to post any Vendor Content for any or no reason in our sole discretion.
- Take any action with respect to any Vendor Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Vendor Content violates the Vendor Terms, or the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Matchr.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS MATCHR AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We cannot review all material before it is posted on or through the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Other than personally identifiable information, which is subject to our Privacy Policy, any Vendor Content, including but not limited to any creative material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments, or other communications you transmit or post to or through this Service in any manner, is and will be considered non-confidential and non-proprietary. Your Vendor Content may be posted and transmitted to others. We cannot control the actions of other users of the Services who may access or view Vendor Content, and Matchr will not be liable for the conduct of any other user in response to Vendor Content.
INTELLECTUAL PROPERTY RIGHTS:
Our Sites are comprised of Content created by us, with input from our vendors. This section sets forth the ownership and usage rights for each type of content.
Our IP: Our Sites (including, without limitation, the Product Listings we create and any other content we create or license) and Services (along with the domain names), and all intellectual property rights therein (collectively, the “Matchr IP”), are the property of Matchr, its affiliates, or its authorized licensors, and are protected by U.S. and international copyright, trademarks, and other intellectual property laws.
Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of, or otherwise exploit the Matchr IP without the express written consent of Matchr or the applicable copyright owner.
Vendor IP: Except for Product Information lawfully collected or created by us, Vendor retains all right, title, and interest in and to the Vendor Content it submits to us to create, update, or modify its Product Listing (defined below), as well as to its logos, trademarks, and screenshots (collectively, “Vendor IP”) and grants to Matchr and its affiliates a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use, display, and translate the Vendor IP in the ordinary course of its business; (ii) to advertise, market, promote, and publicize Vendor and its products on our Sites; and (iii) to modify, create derivative works of (which derivative works shall be considered Matchr IP), or remove Vendor Content as we may determine in our sole discretion in accordance with the guidelines for Product Listings and these Vendor Terms.
Product Listing: Matchr retains all right, title, and interest in and to the Product Listings it creates and grants to Vendor free of charge a license to use, request to update, and (at our discretion) modify the Product Listing subject to the following:
- We may make minor modifications to the Modified Product Listing (including adding our own content) to ensure compliance with the guidelines for Product Listings and for testing and quality control purposes;
- We may share the Modified Product Listing internally with our affiliates in the ordinary course of our business; and
- We may post (and translate as necessary) the Modified Product Listing on Our Content or Sites or the content and sites of our partners where we place ads in order to drive web traffic in the ordinary course of our business.
All intellectual property rights not expressly granted hereunder are expressly reserved to Matchr and to the respective owners of such rights.
COPYRIGHT INFRINGEMENT CLAIMS:
Copyright infringement claims are governed by our DMCA policies set forth in our Terms of Use.
DATA PROTECTION:
Matchr and Vendor each agree, in fulfilling their respective obligations under these Vendor Terms, to comply with all applicable data privacy legislation and with the terms of our Privacy Policy, which describes how we collect, use, and safeguard your personal information to administer your Services and Site experience. By communicating with us via e-mail or by submitting content or conducting any other transactional exchange on our Sites or in connection with our Services, you consent to receive e-mail or other electronic communications from us and our affiliates. We also take security seriously and endeavor through the use of appropriate technical, physical, and operational controls to ensure that our Sites and Services are compliant with all applicable laws. However, you acknowledge that the Services are rendered over the Internet and Matchr does not guarantee that transmission of data over the Internet will be error free or free from capture or interference by outside parties.
INDEMNIFICATION
Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless Matchr and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, or expenses, including investigation costs and attorneys’ fees and costs, that may arise from or in connection with (a) your use of, or activities in connection with, the Services, including any Product Listing or PPC Campaign you undertake through the Services, (b) violation of these Vendor Terms by you, including any misrepresentations made by you in connection with your use of the Services (c) your violation of any law or the rights of a third-party, and (d) any claim arising from or related to Vendor Content including any violation of any warranty made by you concerning such content. If you fail to promptly indemnify and defend a covered claim, Matchr shall have the right to defend itself, and in such case, you shall promptly reimburse Matchr for all of its associated costs and expenses. Matchr reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification.
FORCE MAJEURE
Neither party will be liable for any failure or delay of performance under these Vendor Terms resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes, and power failures.
TERMINATION
We reserve the right in our sole discretion, without penalty, and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to our Sites and Services, or any part thereof if we believe that Vendor is violating these Vendor Terms. If Vendor uses or attempts to use our Sites or Services for any purpose that contravenes these Vendor Terms (including without limitation tampering, hacking, data scraping, modifying, or otherwise corrupting the security or functionality of the Services), Vendor may also be subject to civil and criminal liability.
WAIVER & SEVERABILITY
Our failure to act with respect to a breach will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these Vendor Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these Vendor Terms.
ENTIRE AGREEMENT
These Vendor Terms, along with our Terms of Use and Privacy Policy , constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof; and supersede, replace any/or nullify any conflicting or additional terms. We reserve the right to update or otherwise modify these Vendor Terms from time to time. You are responsible for checking these Vendor Terms periodically for changes and updates. Your use of our Sites and Services following such posted changes and updates will be deemed an acceptance of such changes and updates.
BY ACCESSING AND USING OUR WEBSITE AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE FOREGOING VENDOR TERMS.
LAST UPDATED: August 2024