Supplier Membership Agreement

Effective [effective date] (Version 5)

This Supplier Membership Agreement (“Agreement”) is between [MatchDC registered company name] (“MatchDC”) and the supplier organization identified in its accepted Order Form (“Supplier”). The Platform Terms of Service, Order Form, and Non-Circumvention and Introduction Fee Schedule are incorporated. Supplier acknowledges receipt of the Privacy Policy and E-Sign Consent Disclosure. Capitalized terms not defined here have the meaning in the incorporated documents.

1. Membership and entitlements

Subject to payment, verification, and compliance, MatchDC provides the tier in the Order Form:

• Listed — $1,490 per year; annual billing only. Public supplier-register profile containing approved company name, city, state, categories, delivery coverage, founded year, project count, and track record. Listed includes no published listings and no matched RFQs or notifications; it is passive and inbound-only.
• Gold — $899 per month or $8,990 per year. Unlimited published listings on the public coverage map, delivery of matched RFQs and notifications, the configured advance notification period, initially 24 hours, for matched RFQs; visibility of publicly posted prices and aggregated, delayed historical price benchmarks protected by minimum-contributor and suppression controls; a ranking tie-break among otherwise comparable matches; and analytics. The annual price reflects two months free compared with 12 monthly payments at the standard monthly rate. Gold does not include another supplier’s nonpublic current or future quote, discount, capacity plan, customer-specific term, or strategic intention. MatchDC may prospectively adjust the head-start configuration on 30 days’ notice, but not below 12 hours during a paid term unless necessary for law, security, or material marketplace integrity.

There is no free supplier tier, registration fee, joining fee, guaranteed lead volume, guaranteed ranking, exclusive territory, or guaranteed transaction. Verification is separate from payment and cannot be purchased. On lapse or downgrade, MatchDC pauses content and access exceeding the new tier and may restore eligible content after resubscription.

2. Term, billing, and automatic renewal

The initial term, price, billing interval, and dates are in the Order Form. Monthly plans automatically renew for successive one-month terms; annual plans automatically renew for successive one-year terms. MatchDC charges the then-current price and applicable tax at the start of each renewal unless Supplier cancels before the current term ends. Cancellation stops renewal and takes effect at term end; it does not end the current paid term. Supplier may cancel at any time through the in-account cancellation control or by email to legal@matchdc.com. MatchDC will promptly confirm cancellation in a retainable record and will not obstruct it.

For every annual plan, MatchDC will send renewal reminders 25 days and 5 days before the cancellation deadline, stating the service, renewal date, amount or method of determining it, billing frequency, and a direct cancellation method. MatchDC will retain reasonable delivery and cancellation logs. This operational commitment applies to all business Suppliers even if a particular consumer automatic-renewal statute does not. MatchDC will give at least 30 days’ advance notice of a renewal price increase and collect any additional affirmative consent required by applicable law. Supplier must keep its billing and account email current.

Fees are due in U.S. dollars, non-cancelable for the current term, and non-refundable except where law requires, MatchDC expressly agrees, or MatchDC terminates for convenience without offering substantially equivalent service, in which case it will refund the unused prepaid portion. If payment is overdue, MatchDC may retry the payment method, suspend access after 5 days’ notice, and recover reasonable collection costs. Undisputed overdue amounts accrue interest at the lesser of 1% per month or the lawful maximum. Supplier must dispute a charge in good faith within 60 days after the charge.

3. Founding Supplier offer

If the Order Form states that Supplier is a Founding Supplier, Supplier is among the first 50 verified suppliers admitted to the offer and receives: (a) 50% off the applicable standard list price for the first 12 months beginning on the initial term start; (b) a binding rate lock through the first 24 months; and (c) a permanent “Founding Supplier” badge while its account is in good standing.

For months 1–12, the locked rate is 50% of the standard list price shown on the accepted Order Form. For months 13–24, the locked rate is the un-discounted standard list price shown on that same Order Form. A later list-price increase, plan repricing, or amendment cannot increase either locked rate during those 24 months without Supplier’s express written agreement. The lock applies only to the same tier and billing interval continuously maintained; an upgrade is priced at the then-current upgraded-tier rate unless a written offer says otherwise, and a cancellation or payment lapse longer than 30 days ends the unused lock. A temporary suspension by MatchDC that is not caused by Supplier does not end it. The badge does not represent quality, capability, endorsement, or priority and may be removed for fraud or misuse.

4. Supplier obligations

Supplier will maintain accurate organization, capability, license, insurance, certification, listing, inventory, availability, territory, price, and delivery data; promptly correct material changes; substantiate claims on request; respond professionally to RFQs; and comply with the Platform Terms, applicable procurement, competition, export, safety, construction, professional-licensing, environmental, real-estate, and energy laws. Supplier will not publish an exact price it does not intend to honor subject to clearly stated assumptions, represent pending certification as completed, or use competitor price visibility for coordination or Bid Shopping.

Supplier alone quotes, negotiates, contracts, invoices, collects payment, pays transaction taxes, performs, warrants, insures, and bears risk under each Supply Transaction. Supplier will not describe MatchDC as its agent, broker, dealer, distributor, reseller, representative, or partner.

5. Introduction Fees and Deal Desk Services

Supplier is bound by the Non-Circumvention and Introduction Fee Schedule. Membership pays for tier access and does not itself include an Introduction Fee. Before MatchDC releases the identity or contact information of a matched Buyer, Supplier must separately accept the Opportunity-Specific Introduction Fee Agreement displayed for that opportunity. The accepted agreement states the percentage or other fee, fee base, Tail Period, exclusions, reporting, and payment terms. If Supplier declines, the parties remain anonymous and MatchDC has no obligation to complete that Introduction. Buyer is not charged an Introduction Fee. MatchDC may not impose a fee after identity release or retroactively. Optional Deal Desk Services may be included in the opportunity-specific agreement.

6. Tier changes

An upgrade takes effect when accepted and paid, with any credit stated at checkout. A downgrade takes effect at the end of the current term. MatchDC may change future standard entitlements or prices on at least 30 days’ notice, subject to the Founding Supplier lock and without materially reducing prepaid entitlements during a term except as allowed by the Platform Terms.

7. Termination

Supplier may prevent renewal as described above. Either party may terminate for the other’s material breach if not cured within 10 days after written notice; MatchDC may immediately terminate for fraud, unlawful activity, sanctions risk, deliberate circumvention, Bid Shopping, misuse of confidential competitor information, or conduct creating material safety or Platform risk. Termination for Supplier breach does not excuse accrued fees or produce a refund. Upon termination or expiry, Supplier is removed from the register, listings are paused, RFQ delivery ends, and the running confidentiality and non-circumvention periods survive.

8. Order of precedence and general

For a conflict, a separately accepted Opportunity-Specific Introduction Fee Agreement controls as to its opportunity, services, and fee; the Order Form controls as to Supplier identity, tier, fee, interval, dates, founding status, and entitlements; this Agreement controls as to membership; the Non-Circumvention and Introduction Fee Schedule controls as to Introductions; and the Platform Terms control otherwise. A purchase order is administrative only and cannot modify the agreement. Sections intended by their nature to survive do survive. The dispute, liability, notice, and general provisions of the Platform Terms apply to this Agreement.

By accepting, the signer confirms having reviewed the complete documents, authority to bind Supplier, and agreement to automatic renewal and electronic records.