A place to meet your match for VoIP

Matchvoip Corporation
(“Matchvoip”)
Terms of Use Agreement
(“Agreement”)

Matchvoip.com provides a platform where the traders of all VoIP related products can make mutually beneficial arrangements to satisfy their requirements for voip products, routes and rates worldwide.

You represent and warrant that you have adequate legal capacity to enter into this Agreement.

This Agreement (contract) is between you (member or user or subscriber) and Matchvoip (us or our) for its products and related services (“Services”). You must agree to the terms and conditions of this Agreement to use our Products and Services. You cannot register or use our Products and Services unless you accept the complete set of terms and conditions contained in this Agreement and as it may be amended from time to time. By subscribing to Matchvoip, you acknowledge that you have read, understood, and agreed to the terms and conditions of this Agreement and will become bound by its terms.

Changes are considered effective immediately upon posting to our website without any further notice from Matchvoip. We recommend that you regularly check our website currently located at www.matchvoip.com. If at any time you do not agree to any such changes to this Agreement, then you must immediately stop using the Service otherwise your use of the Service will continue to be governed by the Agreement, as amended.

The license for use of our Products and Services as well as the use of the subscriber area of our website is effective until terminated by either of you or Matchvoip in accordance with the conditions set forth elsewhere within this Agreement or if you fail to comply with any term or condition of this Agreement. Termination of the Services does not excuse you from paying all unpaid charges due to Matchvoip.

You agree to keep confidential the user id, passwords and other personal access information associated with your account as these are provided for your sole use. You are responsible for all activity performed by you or anyone using your access information, including your friends and family, whether you authorized the usage or not.

You agree to indemnify and hold Matchvoip harmless for any losses we incur, or losses to other parties, resulting from your failure to exercise reasonable care to keep your account information confidential or as a result of your failure to use reasonable care while using any of our Products or Services.

Matchvoip is responsible for:

- A web site where members can meet and conduct business.
- Certain tools to facilitate buyers and sellers registration, tracking and feedback.
- A knowledge center for VOIP and trading related information.
- Marketing and advertising related to these business activities.

You are responsible for:

- The information about members and their offerings are provided by each individual member. Matchvoip does not verify nor assume any liability for the accuracy and content. You must verify the accuracy of the information.
- It is your sole responsibility to verify the rates for each route.
- The terms and conditions of each contract is the sole responsibility of each of the parties.
- Most routes and voip products can be tested remotely. This is recommended before closing a contract.
- Escrow services are recommended as the best way to protect the interest of both parties.
- Each member should use our scoring tool to provide feedback on trading partners. This information is available to all members.

Our Services are provided for your personal use. You are responsible for all activity associated with your account and password. Do not provide your account and password to any third parties.
We are vigilant about the privacy, safety and security of our service, our users, suppliers and partners.
You may use Matchvoip’s Products and Services for lawful purposes only. You may not use the Service in any way that could harm the Service, other Service users or our suppliers and partners.
You may not authorize others including friends and family, to use your account.
You may not create a false identity.
You are prohibited from reselling or charging others to use the Service.
Some examples of harmful activity that we do not permit:
- Using the Service to harvest or otherwise collect information about others, including personal information or e-mail addresses. You may not use our communication tools such as e-mail, instant messaging, or voice and chat services, directly or indirectly, to send unsolicited or bulk communications, via voice, e-mail, file transfers or instant messages.
- Any materials you create and your web conduct when accessing our sites, especially our community areas, must be exemplary at all times and must never be vulgar, obscene, indecent, or offensive.
- You are liable to civil and/or criminal action for any acts which are unlawful, violate the rights of others, invasive of group, public or individual rights, or are threatening, defamatory or disruptive.
- You are forbidden from tampering, copying or infringing any copyright and trade marks belonging to Matchvoip, its partners or suppliers.
- You are obliged to comply with all policies posted on the website. Matchvoip will investigate any complaints and cooperate with any legal or Governmental investigations.
- Any violation of these provisions may result in immediate suspension or termination of your account and legal action if deemed appropriate.

At any time and for any reason that your service is cancelled or terminated access to member areas of our site will be denied.

Matchvoip at its sole discretion may terminate your registration including, without limitation, use and access to all of its Products and Services, if we consider your use to be unacceptable, or in the event of any breach by you of the Terms of Use.

You agree to provide Matchvoip valid and accurate payment information and keep this information up-to-date through the "My Account" area on our website. You must use one of our methods of payment for all fees and purchases. You are responsible for all charges incurred under your account, including all purchases applicable taxes, fees, and surcharges to your account made by you or anyone else.

Monthly subscription based charges, including applicable taxes and surcharges will be billed monthly in advance. Annual rate subscriptions will be billed once a year in advance. Usage based charges, will be billed monthly in arrears. All other charges will be billed in arrears to your designated method of payment.

You authorize Matchvoip to charge your selected payment method for the full amount of these charges. In the event we do not receive payment from your designated payer you agree to pay all amounts due upon demand by Matchvoip. You agree that you are responsible for all charges, even if your membership is canceled or terminated. Late payments will incur a fee of 1.5% per month charge and Service may be suspended, changed, or terminated at the sole discretion of Matchvoip. In the event of non payment, cancellation or termination, all charges including but not limited to, subscription fees, usage-based charges, taxes, interest, purchases, and surcharges will become immediately due and payable.

Promotions are available for a specified period and all related discounts or free usage terminate on the earlier of the end date stipulated in the offer or when your membership is cancelled or terminated.

Your use of the service is at your own risk. Matchvoip is under no obligation to provide you with any enhancements, updates, fixes, upgrades, or additional documentation. Consult our website for all customer support contact information.

Your privacy is very important to Matchvoip. Details are provided in our privacy policy at www.Matchvoip.ca.

All contents of our websites, software,hardware, firmware and other products related to the provisioning of this Service, including but not limited to all related software source and object code, documentation and all copyright therein, improvements, domain names, inventions, ideas, processes, techniques, designs, specifications, know how and data, whether or not patentable, the logos, including, without limitation any and all patents and patent rights, copyrights, marketing rights, trade secret rights, logos, industrial design rights and other rights in connection therewith (the "Proprietary Rights") are the exclusive Proprietary Rights of Matchvoip and you acknowledge and agree that nothing shall give you a right or license to use such Proprietary Rights other than as specifically set out herein. These Proprietary Rights are reserved and protected by copyright and trade marks.

You will not disassemble, decompile, or reverse engineer, any software or hardware provided for use of the Services whether provided by us or our representatives, suppliers, agents or assigns.

Matchvoip does not make any express or implied warranties and does not, amongst other things, warrant (i) that the functions contained in the Service will be uninterrupted or error-free, (ii) that defects will be corrected, (iii) that this Service or any software, devices, hardware, or servers used in enabling the Service are error free or free of viruses, (iv) that the Services and related software and hardware will not function in your hardware environment.

You acknowledge and agree that the Matchvoip Service may also include links to other websites. We make no representations or warranties of any kind whatsoever regarding the content on these websites. You irrevocably waive any claim against us with respect to all such websites.

You (on behalf of yourself and each of your affiliates, servants, agents, successors and permitted assigns) do hereby irrevocably remise, release, forever discharge and agree to indemnify Matchvoip, its shareholders, officers, directors, employees, servants, agents, successors and assigns (collectively, the “Releasees”) of and from all manner of actions, causes of action, debts, suits, dues, accounts, bonds, covenants, contracts, claims, demands, proceedings, damages (known or unknown), sums of money, controversies, promises, actions, variances, trespasses, grievances, executions and liabilities whatsoever both in law and in equity (including, without limitation, reasonable legal fees) (the "Claims") which you had, now have or hereinafter can, shall or may have by reason of or in any way arising out of any cause, matter or thing related to the Service or Matchvoip including any damages, or consequential damages, that result from the use of or the inability to use, the software, Service, Products, site, or any other website or service related to use of the Service or the Products.

You assume the entire cost of all necessary corrections, servicing, repair, or replacement of any Components, products or services used in connection with the Products or Services and you agree to defend, indemnify, and hold harmless the Releasees and any other service provider who furnishes Components, products or services to you (“Service Provider”) in connection with this Agreement or the Service, from any and all Claims by, or on behalf of, you or any third party or user of your Service, relating to this Agreement and/or the Services.

This Section 3.3 shall survive the termination of the Services and this Agreement.

You expressly understand and agree that in no event will Matchvoip be liable for any Claims of any kind including without limitation any fundamental breach of this Agreement or for any contractual agreements entered into with any other members, any special, indirect, consequential, incidental, or punitive damages arising from or based on the use of the Products and Service.

These limitations and exclusions apply without regard to whether Matchvoip has been advised of such damages, if such damages were reasonably foreseeable or if the damages arise from use or inability to use the Products and Service, negligence, or any other cause.

In the event these exclusions and limitations are not prohibited by law and you are dissatisfied with the Service or you have any other dispute with or against Matchvoip, its Products and Service, your sole and exclusive remedy is to immediately discontinue use of the Product and/or Service.

You must comply with all domestic and international export laws and regulations that apply to the Products and Service.

You agree to defend, indemnify and hold harmless Matchvoip, its directors, officers, employees and affiliates from and against all Claims, including legal fees, arising out of your use of its Products and Service.

We may modify this Agreement without your consent. Changes will be promptly posted on the Matchvoip website. Your continued use of the Service means you agree to the modifications. If you do not agree to any modification at any time, you must immediately stop using the Service.

Notices are provided on our website and may be also issued in electronic format by email, instant messages, etc.

Matchvoip is not directly or indirectly liable for performance delays or outages caused by any equipment failure, supplier problems, strikes, labor disputes, embargoes, government interventions, accidents, civil disruption, flood, fire, acts of God, or other unforeseen service impacting events which may occur.

This Agreement governs the relationship between you and Matchvoip according to the laws of Ontario and Canada.

This Agreement constitute the entire agreement between you and Matchvoip and supersedes any and all negotiations or understandings previously existing with respect to the subject matters addressed herein. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

July 2005