MatchMyBiz Master Services Agreement (Enterprise)
Effective Date: February 22, 2026
Version: 2.0
This Master Services Agreement (“MSA”) is entered into between MatchMyBiz (“Company”) and the subscribing enterprise customer (“Customer”). This MSA governs Customer’s access to and use of enterprise-level services provided through the MatchMyBiz platform.
1. Incorporation of Platform Policies
This MSA incorporates by reference the following documents, as updated from time to time:
• Terms of Use
• Privacy Policy
• Acceptable Use Policy
• Export & Sanctions Compliance Policy
• AI Transparency & Ranking Disclosure
In the event of conflict, this MSA governs with respect to enterprise Customers.
2. Scope of Services
Company provides access to enterprise-tier features including enhanced visibility, messaging capabilities, and related services as described in applicable Order Forms.
Services, pricing, and subscription terms shall be set forth in mutually executed Order Forms.
3. Fees and Payment
Fees are non-refundable except as expressly stated in an Order Form.
Customer is responsible for all applicable taxes, duties, and governmental charges.
Late payments may result in suspension of enterprise services.
4. Customer Responsibilities
Customer shall comply with all applicable laws, including export controls and sanctions regulations.
Customer is responsible for account security, authorized users, and accuracy of listings and trade data.
Customer remains solely responsible for trade compliance, licensing, customs obligations, and regulatory requirements.
5. Intellectual Property
Company retains all right, title, and interest in and to the Platform, including software, algorithms, and proprietary matching systems.
Customer retains ownership of its content but grants Company a limited license to host and process such content to provide services.
6. Confidentiality
Each party shall protect confidential information using reasonable safeguards and not disclose it except as required to perform under this MSA or by law.
7. Data Protection
Where applicable, the parties shall comply with GDPR, CCPA, and other data protection laws.
The parties agree to the Data Processing Addendum (DPA) where required.
8. Disclaimer of Warranties
Except as expressly provided, the Platform is provided 'as is' and 'as available' without warranties of any kind, whether express or implied, including merchantability or fitness for a particular purpose.
9. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, data, goodwill, or business opportunity.
Company shall not be liable for trade losses, shipment delays, customs issues, sanctions violations, regulatory penalties arising from Customer conduct, third-party misconduct, or commercial disputes.
Company shall not be liable for decisions made by automated systems, rankings, or algorithmic recommendations.
Except for liability that cannot legally be limited, Company’s aggregate liability shall not exceed the greater of: (a) total fees paid in the twelve (12) months preceding the claim; or (b) USD $100,000.
10. Super Cap for Specific Claims
Liability arising from Company indemnification for intellectual property infringement or proven breach of confidentiality shall not exceed two (2) times the general liability cap.
Liability for data protection breaches remains subject to the general cap unless otherwise required by law.
11. Indemnification
Customer shall indemnify, defend, and hold harmless Company from claims, fines, penalties, losses, or costs arising from:
• Customer listings, product representations, or HS code misclassifications;
• Export control or sanctions violations by Customer;
• Regulatory non-compliance attributable to Customer;
• User-generated content uploaded by Customer;
• Misuse of the Platform.
Customer indemnification obligations are not subject to the liability cap.
Company shall indemnify Customer for claims alleging that the Platform infringes third-party intellectual property rights, subject to applicable caps.
12. Force Majeure
Company shall not be liable for delays or failure to perform resulting from causes beyond its reasonable control, including government actions, trade restrictions, sanctions changes, cyberattacks, infrastructure failures, or other force majeure events.
13. Term and Termination
This MSA remains effective for the duration of active Order Forms.
Either party may terminate for material breach not cured within thirty (30) days.
Upon termination, access to enterprise services ceases and outstanding fees remain due.
14. Governing Law and Dispute Resolution
This MSA shall be governed by the laws of the Commonwealth of Virginia, United States.
Disputes shall be resolved through confidential binding arbitration unless otherwise agreed in writing.
15. Miscellaneous
This MSA constitutes the entire agreement regarding enterprise services and supersedes prior agreements on the same subject.
Amendments must be in writing and signed by both parties.
If any provision is held unenforceable, the remainder shall remain in effect.
All liability limitations, indemnification obligations, and dispute provisions survive termination.