Terms and Conditions of Use of MatchPoint USA, LLC's Website

Please read the following terms and conditions (the "Terms & Conditions" or "Terms") carefully before accessing, visiting or using this website owned or operated by MATCHPOINT USA, LLC.

The terms "we," "us," "our," or "MATCHPOINT" each refer to MATCHPOINT USA, LLC. If you do not agree to the Terms & Conditions or our Privacy Policy, you should not access, visit or use our Website. By accessing, visiting or using our Website, you acknowledge and agree that you have read, fully understand and agree to the Terms & Conditions, as well as MATCHPOINT USA, LLC's Privacy Policy.

MATCHPOINT reserves the right, at our sole discretion, to change or modify portions of or entire items (e.g., content, features, functionality, product, offers, videos, images, etc.) on our Website, the Terms & Conditions, and the Privacy Policy at any time and without notice. Changes or modifications will become effective upon the date they are first posted on our Websites. You agree to review our Terms & Conditions and Privacy Policy periodically and that your continued use of or access to our Websites indicates your consent to, understanding of, and agreement to any such change or modification.

Please note that product availability, price, and specifications are subject to change without notice.

1. Intellectual Property Rights

Our Website is maintained to allow you to access information about, and to stay up-to-date on our products and our services. You agree to use our Websites for your personal, non-commercial use only. Content displayed on our Website, including, but not limited to, any and all text, images, graphics, sound, animations and videos, are protected by applicable intellectual property laws, e.g., trademark and copyright laws of the United States, and belong to MATCHPOINT or its partners, affiliates, contributors or third parties. You are not permitted to download, store, copy, reproduce, alter, modify, create derivative works, publicly display, perform, publish, republish, transmit, post, re-post or distribute any of the materials or content displayed or featured on our Website except under the following circumstances:

• You may use content or materials from our Websites with the express prior written permission of MATCHPOINT.
• Your computer may store copies of materials and content from the Website on your computer or device temporarily and files may be automatically, but not permanently, cached by your Internet browser.
• You may download or print MATCHPOINT content only for your personal use for non-commercial purposes.

No modification or alteration of the content or materials found on our Website is permitted.

Our Website, including, but not limited to, all content, features and functionality, are owned by MATCHPOINT, its licensors or other providers. No right, title or interest in or to our Website or any content, features and functionality is transferred to you, and all rights not expressly granted herein are reserved by MATCHPOINT.

MATCHPOINT possesses the sole and exclusive rights to its names, product names, brand names, logos, designs, product configurations, service marks, trademarks, trade dress, slogans and all intellectual property. Nothing contained on the Website may be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, including, but not limited to, the MATCHPOINT logo or "MATCHPOINT" trade name, without the express prior written permission of MATCHPOINT.

2. Prohibited Uses of the Website

You agree that you will only access, visit or use our Website for lawful purposes and in compliance with all local, state and federal laws applicable to you and to MATCHPOINT. In particular, you agree that you shall not access, visit or use our Website to do any of the following:

• Engage in conduct which violates any applicable federal, state, local or international law or regulation;
• Engage in conduct that violates laws regarding the export of data or software to and from the United States;
• Engage in conduct that attempts to or exploits or harms individuals, including, but not limited to minors;
• Engage in conduct that impacts or effects the use, content, features or functionality of the Website or otherwise impacts the use, enjoyment or operation of the Website or the servers or equipment related thereto;
• Interfere with or disrupt the use, content, features, or functionality of the Website;
• Provide any information to us that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose;
• Do anything that could disable, overburden, or impair the proper function or appearance of content, features, or functionality of the Website;
• Facilitate or encourage any violations of the Terms or our Privacy Policy.

3. Disclaimers

MATCHPOINT cannot and does not guarantee or warrant that the Website, including, but not limited to, materials, content, and files, will be free of viruses or other destructive code, components or objects. You are solely responsible for safeguarding your computer, mobile device, device or network.

YOUR USE OF THE WEBSITE, THE CONTENT, MATERIALS, FUNCTIONALITY, AND FEATURES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES, IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, CONTENT, MATERIALS, FUNCTIONALITY, FEATURES AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MATCHPOINT DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.

MATCHPOINT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

4. Information Submitted by Users

We do not claim ownership of the photographs, slides, images, content, or other materials (collectively, "Materials") you provide to us, whether you provide that to us through our Website or other means, such as email. However, by sending, mailing, forwarding, uploading, inputting, providing, or otherwise submitting Materials to us, you agree to, and grant to, MATCHPOINT and its sublicensees the right and irrevocable license to use, in perpetuity, any of the Materials submitted to us without compensation, notice, or credit to the person(s) submitting such Materials.

MATCHPOINT is under no obligation to use any Materials you provide and may remove any Materials from its publications and/or Websites at any time in MATCHPOINT's sole discretion.

5. Links

Links to other websites: The Website may contain links to other websites that are not owned or operated by MATCHPOINT. These links are provided as a convenience for users of the Website. They do not constitute approval, endorsement, sponsorship or recommendation for the content of these websites. Should you leave our Website via a link contained herein, and view content that is not provided by MATCHPOINT, you do so at your own risk.

6. Applicable Law; Jurisdiction/Venue

Any and all disputes or claims arising out of or related to the Website or the Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any choice or conflict of law principles or provisions.

You agree that any claim or legal proceeding arising out of or relating to the Website or the Terms & Conditions must be brought only in the Supreme Court for Snohomish County, WA or the state courts located within the territory encompassed by Snohomish County, WA.

7. Severability

If any provision of these Terms & Conditions is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions.

8. Limitation on Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL A COVERED PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND LOST PROFIT), WHETHER OR NOT FORESEEABLE AND WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY OF LIABILITY, STATUTE OR REGULATION, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE, OR INABILITY TO USE, OUR WEBSITE.

"Covered Party" means MATCHPOINT, its affiliates, and any officer, director, employee, subcontractor, agent, successor or assign of MATCHPOINT or its affiliates.

9. Indemnification

You agree to indemnify, defend and hold harmless MATCHPOINT, including, but not limited to, its affiliates, related entities, officers, directors, employees, agents, licensors, suppliers and any third-party information providers, from and against all claims, actions, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any breach of the Terms & Conditions or your use of the Websites.

10. Termination

The Terms & Conditions shall be effective until terminated by MATCHPOINT, at its sole discretion. Termination can occur at any time without notice. In the event of termination, you are no longer authorized to access the Website, and the conditions imposed on you with respect to content and Materials, as well as the disclaimers, limitations of liabilities and indemnification set forth in the Terms & Conditions, shall survive.

11. Waiver

Our failure to insist upon or enforce strict performance of any provision of the Terms & Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms & Conditions. We may assign our rights and duties under these Terms & Conditions to any party at any time without notice to you.