Terms of Service

You must be at least eighteen (18) years old and have the legal capacity to enter into a binding contract to use the Service. If you use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and the words "you" and "your" refer to that entity as well as to you individually. You may not use the Service if applicable law prohibits you from doing so.

You must register an account to access most features of the Service. You agree to provide accurate, current, and complete information, and to keep that information current. You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account, whether or not authorized by you. You must notify us promptly at support@matchlit.ai of any unauthorized access or suspected breach. MatchLit is not liable for losses arising from your failure to keep your credentials secure.

MatchLit recognizes the following account types: (i) Creator accounts for content creators offering sponsored content services; (ii) Brand accounts for businesses commissioning that content; and (iii) Conciergeaccounts (invite-only) for independent partners who broker deals between Brands and Creators. Concierges are not employees, agents, partners, or joint venturers of MatchLit (see Section 6).

MatchLit is an online marketplace that provides tools enabling Brands, Creators, and Concierges to discover one another, negotiate, contract, communicate, exchange deliverables, and transact. MatchLit is not a partyto any agreement between Users for the production or delivery of sponsored content, the brokerage of a deal, or any other User-to-User transaction. We do not produce, control, endorse, warrant, or guarantee the quality, safety, legality, truthfulness, timeliness, intellectual-property status, or any other attribute of content, listings, deliverables, communications, advice, or services offered, requested, or delivered by Users on or through the Service. Any dispute, claim, or grievance you have with another User must be resolved directly with that User. MatchLit may, in its sole discretion and as a courtesy, assist in resolving disputes (including via the escrow and dispute tools described in Section 8), but is not obligated to do so and assumes no liability when doing so.

You agree not to (and not to permit anyone else to):

• Misrepresent your identity, audience size, engagement rates, location, qualifications, business credentials, or any material fact;
• Circumvent the Service to negotiate, transact, pay, or be paid for a deal originated on or through the Service, or to evade applicable fees;
• Upload, transmit, or distribute content that is illegal, defamatory, harassing, threatening, hateful, obscene, sexually explicit, infringes any third-party right (including intellectual-property, privacy, or publicity rights), or violates any law or regulation;
• Use the Service to send unsolicited commercial messages, spam, phishing attempts, or malware;
• Use automated tools, scrapers, crawlers, or bots to access, monitor, or copy any part of the Service without our prior written authorization;
• Reverse engineer, decompile, or attempt to derive the source code, models, or algorithms of any part of the Service;
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure;
• Interfere with, disrupt, or impose an unreasonable load on the Service or the networks connected to the Service;
• Use the Service for any deceptive trade practice or violation of consumer-protection law, including failures to comply with the U.S. FTC Endorsement Guides, ASA, CAP, or equivalent disclosure rules in your jurisdiction;
• Engage in money laundering, terrorism financing, tax evasion, fraud, or any other criminal activity.

We may investigate suspected violations and take any action we consider appropriate, including removing content, suspending or terminating accounts, withholding payments pending investigation, and reporting to law enforcement.

"User Content" means any content you submit, upload, display, transmit, or make available through the Service, including profile information, media kits, portfolio pieces, briefs, messages, reviews, deliverables, and any other materials. You retain all ownership rights in your User Content.

You hereby grant MatchLit a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, copy, modify (for technical purposes such as resizing or transcoding), display, distribute, and otherwise use your User Content solely to operate, provide, improve, and promote the Service, and to perform our obligations under these Terms. This license survives termination only to the extent reasonably necessary for archival, legal-compliance, and dispute-resolution purposes.

You represent and warrant that (i) you own or have all rights and permissions necessary to grant the license above and to make your User Content available through the Service; (ii) your User Content and its use by MatchLit and other Users as contemplated by these Terms do not and will not infringe, misappropriate, or violate any third-party intellectual-property, privacy, publicity, or other right, or any law or contract; and (iii) all factual statements in your User Content are true and not misleading at the time you submit them.

Intellectual-property rights in deliverables created and transferred under a specific deal are governed by the agreement between the Brand and Creator (and, where applicable, the Concierge) for that deal. MatchLit is not a party to that agreement and makes no warranty as to the chain of title.

Concierges are independent contractors who broker deals between Brands and Creators. They are not employees, agents, partners, joint venturers, or franchisees of MatchLit. No statement, recommendation, introduction, vetting result, or other communication made by a Concierge is a representation or warranty of MatchLit. Concierges are solely responsible for the manner in which they perform their brokering activities, for the communications they initiate, and for compliance with all laws applicable to their activities.

Sponsored content produced through the Service is subject to the advertising-disclosure rules of the jurisdictions in which it is published, including (without limitation) the U.S. Federal Trade Commission Endorsement Guides, the U.K. Advertising Standards Authority code, the EU Unfair Commercial Practices Directive, and equivalent rules elsewhere. Creators are solely responsible for making clear and conspicuous disclosures of any material connection between themselves and the Brand. Brands are solely responsible for the truthfulness of any claims they require Creators to make about their products or services. MatchLit makes no representation that any deliverable will comply with applicable disclosure or advertising law.

MatchLit currently offers a Free Brand tier and a Brand Pro subscription ($99/month). For direct Brand-to-Creator deals, MatchLit charges a 9% brand-side platform fee. For Concierge-brokered deals, MatchLit charges a flat 20% brand-side cost (which includes both the Concierge's commission and the platform's share). Creators pay no platform fee on any deal. We may change pricing on at least thirty (30) days' advance notice; continued use of the Service after the change constitutes acceptance.

Payments are processed by third-party providers including, where applicable, Stripe, Inc. and its affiliates (collectively, the "Payment Processor"). By using paid features, you also agree to the Payment Processor's terms (including, for example, the Stripe Services Agreement and Stripe Connected Account Agreement). MatchLit is not the Payment Processor and is not liable for the Payment Processor's acts, omissions, or outages.

Brand payments for deals are held in escrow by the Payment Processor and released to the Creator (and, where applicable, the Concierge) seven (7) calendar days after the Brand approves the first deliverable, unless a dispute is opened in that window. Stripe processing fees apply and are passed through to the Brand.

Subscription fees are billed in advance on a recurring monthly basis and are non-refundable except as required by applicable law. Refunds for completed deals are at MatchLit's discretion or as required by applicable consumer-protection law. Chargebacks and disputes will be investigated; we may withhold disputed amounts pending resolution.

You are solely responsible for determining, collecting, remitting, and reporting all taxes (including sales, use, VAT, GST, income, self-employment, and withholding taxes) applicable to your use of the Service, including any amounts you earn or pay in connection with deals. MatchLit may issue tax forms (such as IRS Form 1099-K) where required by law and may withhold or collect tax information (such as Form W-9 or W-8) before releasing payouts. Provision of a tax form by MatchLit does not constitute tax advice.

The Service relies on third-party services, including (without limitation) authentication and database providers, payment providers, email and notification providers, error-reporting providers, and CDN providers. We do not control these third parties; outages, errors, delays, or changes in their services may affect the Service. MatchLit is not liable for any failure caused by, or attributable to, any third-party service, and we make no warranty regarding their availability or performance.

The Service and all materials we provide (excluding User Content), including software, designs, logos, trademarks, text, graphics, and audiovisual works, are owned by MatchLit or our licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for its intended purpose, subject to these Terms. All rights not expressly granted are reserved.

If you believe content on the Service infringes your copyright, send a written notice to legal@matchlit.ai containing the information required by 17 U.S.C. §512(c)(3): (i) a physical or electronic signature of the rights holder or authorized agent; (ii) identification of the work claimed to be infringed; (iii) identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it; (iv) your contact information; (v) a good-faith statement that the disputed use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the owner. We may forward your notice to the alleged infringer. Counter-notices may be submitted to the same address and must contain the elements required by 17 U.S.C. §512(g)(3). Repeat infringers' accounts will be terminated.

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms. By using the Service you consent to that processing.

The service, including all content and functionality, is provided "as is" and "as available", with all faults and without warranty of any kind.

To the maximum extent permitted by applicable law, MatchLit disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising out of any course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, be uninterrupted, timely, secure, error-free, free of viruses or other harmful components, that defects will be corrected, or that any information you obtain through the Service will be accurate or reliable. Any material downloaded or otherwise obtained through the Service is accessed at your own discretion and risk.

To the maximum extent permitted by applicable law:

(a) MatchLit and its affiliates, officers, employees, agents, licensors, and service providers (collectively, the "MatchLit Parties") shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits, lost revenues, lost goodwill, lost business opportunity, loss of data, business interruption, or cost of substitute services, arising out of or in connection with these Terms or the Service, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the MatchLit Parties have been advised of the possibility of such damages.

(b) The MatchLit Parties' aggregate liability arising out of or relating to these Terms or the Service, regardless of the form of action, shall not exceed the greater of (i) the amount you paid to MatchLit in the twelve (12) months preceding the event giving rise to liability, or (ii) one hundred U.S. dollars (US$100).

(c) The limitations in this Section apply to all claims, even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the MatchLit Parties' liability shall be limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless the MatchLit Parties from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to (i) your access to or use of the Service; (ii) your User Content; (iii) your violation of these Terms or any law, regulation, or third-party right; (iv) any deal, agreement, dispute, or interaction between you and another User; and (v) any tax obligation arising from your activity on the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

You may stop using the Service and terminate your account at any time via the in-app account-deletion controls or by contacting support. We may suspend, restrict, or terminate your access to the Service or any part of it, with or without notice, for any reason, including (without limitation) suspected violation of these Terms, suspected fraud, risk to other Users or to MatchLit, request by law enforcement, or extended inactivity. On termination, Sections 3, 5 (license-survival clause), 6 through 10, 13 through 23, and any other provision that by its nature should survive, will survive.

We may modify these Terms at any time. If we make a material change, we will notify you (for example, by email or via the Service) and require you to accept the updated Terms before continuing to use the Service. Your continued use after the effective date of the updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Service. We may also modify, suspend, or discontinue any part of the Service at any time.

These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Please read this Section carefully. It requires you to arbitrate disputes with MatchLit and limits the manner in which you can seek relief.

(a) Informal resolution. Before filing any claim, you agree to attempt to resolve the dispute informally by contacting us at legal@matchlit.ai with a written description of the dispute and the relief sought. We agree to attempt to resolve the dispute in good faith for at least sixty (60) days before either party initiates an arbitration or lawsuit.

(b) Binding arbitration. If the dispute is not resolved informally, you and MatchLit agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding, individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration shall be conducted in English in Wilmington, Delaware, U.S.A., or another mutually agreed location (or by video conference where the AAA rules permit). The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section, including any claim that all or any part of this Section is void or voidable.

(c) Class-action waiver.You and MatchLit agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless both you and MatchLit agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

(d) Exceptions.Notwithstanding the foregoing, (i) either party may bring an individual action in small-claims court for disputes within the scope of that court's jurisdiction; and (ii) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property, confidentiality, or security rights.

(e) Opt-out. You may opt out of the arbitration agreement in subsections (b) and (c) by sending a written notice to legal@matchlit.ai within thirty (30) days after first accepting these Terms, including your name, account email, and a clear statement that you wish to opt out.

(f) Severability. If the class-action waiver in (c) is found unenforceable as to any claim, that claim must be severed and brought in a court of competent jurisdiction, but the remainder of this Section, including the requirement to arbitrate, shall remain in effect.

MatchLit shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor disputes, pandemics or epidemics, internet or network failures, failures of telecommunications or hosting providers, and outages or actions of third-party services on which the Service depends.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. MatchLit may assign these Terms in whole or in part, without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

Entire agreement.These Terms, together with our Privacy Policy and any additional terms that we present to you in connection with specific features (collectively, the "Agreement"), constitute the entire agreement between you and MatchLit and supersede all prior or contemporaneous agreements, communications, and proposals.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in full force.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision.

No agency. No agency, partnership, joint venture, employment, or franchise relationship is created by these Terms.

Notices. We may give notices by email to the address on file for your account, by posting on the Service, or by any other reasonable means. Notices to MatchLit must be sent to legal@matchlit.ai.

Headings. Section headings are for convenience only and do not affect interpretation.