MatchDC Platform Terms of Service
Effective [effective date] (Version 4)
These Platform Terms of Service (the “Terms”) are a binding agreement between [MatchDC registered company name], with an address at [Registered office address, state of incorporation, and entity number] (“MatchDC”), and the organization on whose behalf the accepting individual acts (“Organization”). The individual accepting these Terms represents that the individual has authority to bind the Organization. “User” means the Organization and each person using its account. By selecting the acceptance control, User agrees to these Terms and each role-specific agreement and Non-Circumvention and Introduction Fee Schedule identified by version and linked beside that control, and acknowledges receipt of the Privacy Policy and E-Sign Consent Disclosure. MatchDC must use a separate, unchecked acceptance control for any Order Form or Opportunity-Specific Introduction Fee Agreement.
1. Platform role
MatchDC operates a managed business-to-business technology marketplace through which buyers of data-center capacity, equipment, sites, and related services may discover and, by mutual consent, be introduced to suppliers. MatchDC provides identity-document review, listings, requests for quotation (“RFQs”), deterministic matching, messaging, and introduction workflow (collectively, the “Platform”).
MatchDC is not a seller, supplier, buyer, reseller, distributor, dealer, real-estate broker, utility broker, contractor, engineer, architect, fiduciary, or agent of any User. MatchDC does not offer or accept transaction terms for a User, negotiate a transaction, take title, possession, custody, or risk of loss, handle transaction funds, inspect or install goods, verify technical claims, or guarantee any User or transaction. No User may state or imply otherwise or bind MatchDC. Each underlying purchase, sale, lease, license, interconnection, construction, installation, commissioning, colocation, capacity, or services transaction (“Supply Transaction”) is solely between its buyer and supplier under their separate agreement.
For any transaction involving an interest in real property, grid interconnection, regulated energy activity, professional service, or other activity requiring a license, MatchDC provides only neutral software and an introduction. Users must retain appropriately licensed professionals. MatchDC will not make available a workflow or charge a fee in a regulated category unless MatchDC has documented that the workflow is lawful in the applicable jurisdiction and implemented any required licensed-person participation. Access to a category is not a representation that User or a transaction is exempt from licensing requirements.
2. Eligibility, accounts, and authority
The Platform is for United States business use only. User represents that it is a valid business organization, all information supplied is accurate and current, it is not prohibited from doing business under applicable sanctions or export-control laws, and its use is for commercial—not personal, family, or household—purposes. User will maintain account security, restrict access to authorized personnel, promptly update its information, and notify MatchDC of suspected compromise. Acts through an account are attributable to the Organization to the extent permitted by law.
3. Business verification
MatchDC may review legal name, tax identifier, address, ownership or control information, sanctions information, and supporting documents before or after enabling visibility. “Verified” and “KYB-verified” mean only that MatchDC reviewed specified business-identity documents and found them facially consistent at the time of review. They are not endorsements or warranties of identity, ownership, solvency, licensing, certification, capability, quality, availability, safety, or performance. Verification cannot be purchased, is independent of membership tier and ranking, and may be suspended or repeated.
4. Listings, RFQs, and matching
Suppliers are responsible for the truth, completeness, legal compliance, and timely updating of all specifications, quantity, condition, certification regime and status, delivery windows, territory, prices, and other listing content. Buyers are responsible for equivalent accuracy and authority regarding RFQs, budgets, deadlines, sites, and requirements. A stated certification must distinguish certified, designed-to-standard, pending, and uncertified status.
MatchDC may reject, correct with User’s consent, pause, label, or remove content that is inaccurate, stale, unlawful, misleading, outside verified capability, or harmful to the Platform. Lapse or downgrade of a supplier membership automatically pauses content and access exceeding the new tier’s entitlements.
The matching engine scores stated category, delivery window, quantity coverage, region, and certification attributes against an RFQ. A score, ranking, notification, or Gold head start is not advice, endorsement, exclusivity, or assurance of suitability. Gold status may provide the disclosed head start, a tie-break among otherwise comparable results, public-price visibility, and aggregated historical analytics; it does not buy verification or guarantee an introduction or award. Gold analytics will not disclose another supplier’s nonpublic current or future price, quote, discount, capacity plan, customer-specific term, or strategic intention. Benchmarks are subject to minimum-contributor, delay, aggregation, and suppression controls designed to prevent identification of a participant.
5. Pre-introduction privacy and messaging
Before an Introduction, the Platform shows non-identifying attributes and labels such as “Verified buyer” or “Verified supplier.” User will not attempt to identify or contact the other party, insert contact details or identifying links into content, reverse engineer redactions, or move the conversation off-platform. User understands that MatchDC automatically inspects pre-introduction messages for contact details, may redact them, and may flag messages for human review. This inspection is for workflow integrity, not a promise to detect all prohibited material.
An “Introduction” occurs only as defined in the Non-Circumvention and Introduction Fee Schedule: both parties affirmatively consent and the Platform records the time of each consent. MatchDC then releases identities and contact information.
6. User content; confidentiality
As between User and MatchDC, User retains ownership of its content. User grants MatchDC a nonexclusive, worldwide, royalty-free license during the agreement and for a reasonable archival period to host, reproduce, structure, screen, redact, display, transmit, and use that content as necessary to operate, secure, improve, and document the Platform. MatchDC may use aggregated or de-identified information that cannot reasonably identify User or an individual.
Nonpublic RFQs, quotes, specifications, pricing, lead times, messages, identities, and documents received through the Platform are “Confidential Information.” The recipient will use them only to evaluate or perform the relevant Supply Transaction, protect them with at least reasonable care, and disclose them only to affiliates, personnel, financing sources, contractors, and professional advisers who need to know and are bound to protect them. Recipient is responsible for their breach. Confidential Information excludes information the recipient can document was lawfully known without restriction, independently developed, rightfully received from a third party, or public without breach. Legally compelled disclosure is permitted after prompt notice where lawful. On written request after the purpose ends, recipient will return or securely destroy Confidential Information, except for routine backups and legally retained copies, which remain protected. These duties last five years after disclosure; trade secrets remain protected while they qualify as trade secrets under applicable law.
User must not disclose a supplier’s quote, price, lead time, configuration, or other competitively sensitive term to another supplier, or use it to solicit a matching or lower bid (“Bid Shopping”), without the originating supplier’s written consent. MatchDC may preserve evidence, suspend or terminate access, notify the affected supplier, and seek actual damages and equitable relief for a breach. No fixed liquidated damage applies merely by these Terms.
7. Prohibited conduct
User will not: violate law or third-party rights; post deceptive, infringing, unsafe, or malicious material; scrape or systematically extract data; access another account; probe or disrupt security; introduce malware; use Platform data to train a competing matching service or machine-learning model; copy the supplier register or RFQ feed to build a competing database; manipulate rankings; collude, fix prices, allocate markets, exchange competitively sensitive information unrelated to a bona fide transaction, or use visible competitor prices for anticompetitive coordination; bypass technical controls; or facilitate prohibited end uses, sanctioned parties, or unlawful exports.
8. Supply Transactions and due diligence
Each User independently evaluates counterparties, licenses, title, liens, land rights, zoning, environmental conditions, grid rights, export classification, cybersecurity, financial capacity, specifications, certification, warranties, insurance, taxes, delivery, installation, commissioning, acceptance testing, and other transaction risks. Users must put all Supply Transaction terms in their own signed agreement. MatchDC is not responsible for statements, omissions, performance, payment, injury, property damage, delay, regulatory approval, or disputes arising from a Supply Transaction.
9. Fees and payment
Buyer access and ordinary Introduction participation are free. Suppliers pay membership fees under the Supplier Membership Agreement and Order Form. In addition, a Supplier that elects to receive the identity and contact information of an Introduced Buyer must, before identity release, separately and affirmatively accept the opportunity-specific Introduction Fee, fee base, Tail Period, exclusions, and reporting terms displayed in an Opportunity-Specific Introduction Fee Agreement. If Supplier does not accept, MatchDC will not release the Introduction to that Supplier. MatchDC may not impose a fee retroactively. Optional Deal Desk Services may be included in the same opportunity-specific agreement. Taxes imposed on Platform fees, other than taxes on MatchDC’s net income, are the paying party’s responsibility. Stripe processes payments; MatchDC does not store full payment-card data.
10. Intellectual property and feedback
MatchDC and its licensors own the Platform, software, scoring logic, taxonomy, design, documentation, and trademarks. Subject to these Terms, MatchDC grants User a limited, nonexclusive, nontransferable, revocable right to use the Platform for its internal business purposes during the agreement. Feedback may be used without restriction or obligation, provided MatchDC does not identify User as its source without permission.
11. Availability and changes
MatchDC may maintain, secure, modify, or discontinue Platform functions. MatchDC will not materially reduce paid tier entitlements during a prepaid term except where reasonably necessary for law, security, third-party-service failure, or prevention of harm. Material changes to these Terms apply prospectively after at least 30 days’ notice, or sooner if required by law or urgent security risk. A change to a signed fee or rate lock requires the process stated in the Supplier Membership Agreement. Continued use after the stated effective date constitutes acceptance only where lawful; MatchDC will collect fresh click-wrap acceptance when a change materially alters payment, dispute, data-use, or non-circumvention obligations.
12. Suspension and termination
MatchDC may immediately suspend content or access for suspected fraud, sanctions risk, security threat, unlawful conduct, Bid Shopping, circumvention, nonpayment, material misrepresentation, or risk to Users or the Platform. Where curable and safe, MatchDC will give notice and 10 days to cure. A buyer may terminate on 30 days’ written notice. A supplier may terminate only by preventing renewal at the end of its paid term, except for MatchDC’s uncured material breach. MatchDC may terminate for uncured material breach after 10 days’ notice or immediately for an incurable breach. If MatchDC terminates a paid membership for convenience, it will refund the unused prepaid portion.
Upon termination, access ends; accrued payment duties, confidentiality, intellectual-property restrictions, disclaimers, limitations, dispute provisions, evidence retention, and every running non-circumvention tail survive. MatchDC may retain or delete content under its retention policy and legal obligations; User should export needed content before termination.
13. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, MATCHES, CONTENT, VERIFICATION, AND INTRODUCTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MATCHDC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MATCHDC DOES NOT WARRANT THAT A MATCH, INTRODUCTION, QUOTE, OR SUPPLY TRANSACTION WILL OCCUR OR SUCCEED. Nothing excludes a warranty that cannot lawfully be excluded.
14. Indemnification
User will defend, indemnify, and hold harmless MatchDC, its affiliates, and their personnel from third-party claims, losses, judgments, penalties, damages, and reasonable legal fees arising from: User content; User’s products, services, site, RFQ, quote, conduct, or Supply Transaction; bodily injury, death, or property damage caused by User; User’s breach of these Terms; or User’s violation of law or third-party rights, except to the extent finally determined to have resulted from MatchDC’s negligence, willful misconduct, or breach of the agreement. This indemnity applies only to the extent permitted by any applicable construction or other anti-indemnity statute. MatchDC will promptly notify User, permit User to control the defense with competent counsel, and reasonably cooperate at User’s expense. User may not settle a claim by admitting fault by or imposing a nonmonetary obligation on MatchDC without MatchDC’s consent. MatchDC may participate with its own counsel.
15. Limits of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THESE TERMS FOR LOST PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGE, EVEN IF ADVISED OF ITS POSSIBILITY. MATCHDC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) FEES PAID OR PAYABLE BY THE ORGANIZATION TO MATCHDC IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY OR (B) $10,000.
The exclusions and cap do not apply to User’s payment obligations; either party’s fraud, willful misconduct, or misappropriation of the other’s intellectual property; User’s prohibited scraping or misuse of Platform data; a party’s breach of confidentiality or non-circumvention obligations; or indemnification obligations for third-party bodily injury, death, or tangible-property damage. Liability that law does not permit to be limited remains unlimited. The parties agree these allocations are essential to the fees and are cumulative, not per claim.
16. Disputes; governing law
These Terms and noncontractual claims are governed by Delaware law, without regard to conflicts rules; the Federal Arbitration Act governs arbitration. Before filing, a party must send a detailed dispute notice to the other and allow 30 days for executive-level good-faith negotiation. Limitation periods are tolled during that period.
Any dispute not resolved within 30 days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in effect when the arbitration is filed, by one arbitrator experienced in technology marketplace disputes. The seat and hearing location is Wilmington, Delaware; remote hearings are permitted. The arbitrator may award any individual remedy available in court, must apply these Terms, and will issue a reasoned written award. The arbitrator, not a court, has exclusive authority to decide the interpretation, scope, applicability, enforceability, and formation of this arbitration agreement, except that a court will decide disputes concerning the class and representative-action waiver. Each party bears its own attorneys’ fees except where a statute or another express provision authorizes an award; arbitration fees are allocated under the AAA Rules. Filings, evidence, hearings, and awards are confidential except as reasonably necessary to enforce an award, comply with law or regulatory process, obtain professional advice or insurance coverage, or present evidence through a witness bound to confidentiality.
The parties waive trial by jury and agree that claims may be brought only in an individual capacity, not as a plaintiff, claimant, class member, or representative in a class, collective, consolidated, mass, or representative proceeding. The arbitrator may not combine claims of different organizations without all parties’ written consent. If this class waiver is unenforceable as to a claim, that claim must proceed in the state or federal courts located in New Castle County, Delaware, after all arbitrable claims are completed. Either party may seek temporary or preliminary injunctive relief in those courts to protect confidential information, intellectual property, Platform security, or non-circumvention rights without waiving arbitration. Small-claims jurisdiction, where applicable, is preserved.
17. General
Notices must be in writing. MatchDC may send operational or contractual notices to the account email; legal notices to MatchDC must be sent to legal@matchdc.com and [Registered office address, state of incorporation, and entity number]. Email notice is effective on confirmed transmission absent bounce; courier notice on delivery. User may not assign these Terms without MatchDC’s consent, except with a merger or sale of substantially all assets if the assignee is not a competitor and assumes the Terms. MatchDC may assign them in connection with a merger, reorganization, or sale of the Platform business.
The parties are independent contractors; no partnership, joint venture, fiduciary, employment, or agency relationship arises. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. If a provision is unenforceable, it will be narrowed to the minimum extent necessary and the remainder survives. Waiver must be written and is not continuing. These Terms, the applicable role terms, the Supplier Membership Agreement and Order Form where applicable, the Non-Circumvention and Introduction Fee Schedule, and any Opportunity-Specific Introduction Fee Agreement are the entire agreement concerning the Platform. The Privacy Policy is a notice, not a contractual promise or limitation of statutory rights. The E-Sign Consent Disclosure governs electronic records and consent. A negotiated, signed order or fee agreement controls over conflicting general terms only as to its subject. Headings aid reading only. Electronic counterparts and records are originals.
Questions and legal notices: legal@matchdc.com.