Vendor Terms Of Use

These Vendor Terms of Use (“Vendor Terms”) are entered into and agreed to by Lucerna LLC d/b/a (“Matchr”) and all Vendors (as defined below) as a condition of accessing and using our Sites and/or Services. 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/or 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. 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 and is paying no remuneration for 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 (accessible in the website footer below), as well as any other rules we make known to you. You acknowledge that you are responsible for your actions and for all Vendor Content you submit to us. 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 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 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 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;
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);
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 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.

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.

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 amount paid per click 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 cannot take any 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 on the vendor portal or in this vendor policy. 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.

While there is no minimum timeframe or cancellation period with regards to PPC campaigns, 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 [email protected] 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, and/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 will try to ensure that the majority of Referral clicks are generated by real human users instead of bots, but cannot guarantee that this will always be the case. If a Vendor notices that a bot generated Referral leads to a deduction of credit or other form of charge to the Vendor’s account, the Vendor can notify Matchr and an investigation will be performed. Should this reveal that the Vendor was correct, Matchr will refund the deducted or billed credits in form of account credit (not cash or other forms of payment). 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.

Any disputes for Referrals or payments must be raised within five (5) working days of payment by contacting Matchr, in writing, at [email protected]. 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.

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, and/or its authorized licensors, and are protected by U.S. and international copyright, trademarks, and other intellectual property laws.

We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view, and download the Matchr IP for Vendor’s personal, non-commercial use in accordance with these Vendor Terms and applicable U.S. and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, 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 (see 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 and/or remove Vendor Content as we may determine in our sole discretion in accordance with the guidelines for Product Listings.

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, 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:

We respect the intellectual property rights of others and will not tolerate infringing activity on our Sites.

If you are a copyright owner or agent, and you believe your rights under applicable copyright laws are being infringed by us or another person or entity using our Sites or Services, you may submit to our Designated Copyright Agent at [email protected] a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512), which includes the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
Identification of the work or material being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
Your contact information, including phone number and e-mail address at which you may be contacted;
Your good faith statement that the use of the work or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in your notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the allegedly infringed copyright.

We reserve the right to seek damages from any person who knowingly submits a DMCA notification claim under this section in violation of the law.

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 (accessible in the website footer below), 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.

REPRESENTATIONS & WARRANTIES

Vendor represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these Vendor Terms and to fulfill its contractual obligations hereunder; (ii) that the information that it e-mails, transmits, or otherwise makes available to us or on our Sites, including without limitation content, trademarks, logos, and screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort, and/or product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances, and regulations.

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. We create our Vendor Product Listings primarily from Vendor Content provided by Vendor, but may also use publicly available information in order to ensure a comprehensive picture.

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 accessible in the website footer below, 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: March 8, 2022