Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and MatchLedger, Inc., a corporation organized under the laws of the State of Delaware, United States (“Company,” “we,” “us,” or “our”), governing your access to and use of the MatchLedger web application and related services (the “Service”).

By creating an account, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. You must be at least 18 years old to use the Service. If you use the free conversion tool without creating an account, you agree to these Terms by uploading a file, as described in Section 2.6.

If you do not agree to these Terms, do not create an account or use the Service.

PLEASE BE AWARE THAT SECTION 11 (DISPUTE RESOLUTION; ARBITRATION AGREEMENT) CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED. AMONG OTHER THINGS, SECTION 11 INCLUDES AN AGREEMENT TO ARBITRATE THAT REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 11 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. IF YOU RESIDE OUTSIDE THE UNITED STATES, SEE SECTION 12 FOR COUNTRY-SPECIFIC RIGHTS THAT MAY APPLY TO YOU.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS (SEE SECTION 11.9): (1) YOU MAY PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU WAIVE YOUR RIGHT TO PURSUE CLAIMS IN COURT AND TO HAVE A JURY TRIAL.

1. Definitions

• “Service” means the MatchLedger web application accessible at app.matchledger.ai, including all features, tools, and functionality provided through the platform, and including the free conversion tool described in Section 2.6.
• “Website” means our marketing website at matchledger.ai.
• “Organization” means a workspace within the Service representing a single legal entity or business. Each Organization has its own data, users, subscription plan, and billing.
• “Customer Data” means all files, documents, and information you upload to the Service, including but not limited to bank statements, credit card statements, ledger reports, and any data extracted or derived from those documents through the Service. Customer Data does not include Format Templates or the general format characteristics of financial-institution or accounting-software documents reflected in your uploaded documents (such as layout, column structure, date formats, and institution-authored header or boilerplate text).
• “Format Templates” means the format templates, detection rules, format guides, export-format definitions, and similar configuration artifacts created or maintained by the Company that describe the general structure, layout, or formatting conventions of financial-institution or accounting-software document formats — such as column order, date formats, field locations, and standard header or boilerplate text — and that contain no transactions, balances, account numbers, or personal information, whether relating to you or to any other individual.
• “Plan” means the subscription tier associated with your Organization: Free, Starter, Professional, Business, or Business Plus.
• “Export” means any file the Service creates from your Customer Data so you can use it elsewhere. Today that means CSV files and Excel spreadsheets.

2. Service Description and Acceptable Use

2.1 What the Service Does

MatchLedger is an AI-assisted financial document reconciliation tool. The Service allows you to upload bank statements, credit card statements, and accounting ledger exports, extract structured transaction data using artificial intelligence, match transactions across documents, and export reconciliation results.

2.2 What the Service Is Not

The Service is software only. It is not accounting software, tax preparation software, or a financial advisory service, and it does not provide accounting, tax, legal, or financial advice. The Company is not a bank, money services business, money transmitter, payment processor, credit-reporting agency, broker-dealer, investment adviser, or financial institution, and the Service does not hold, move, transmit, or have custody of any funds. Reconciliation results generated by the Service are produced with the assistance of artificial intelligence and are not guaranteed to be error-free. You are solely responsible for reviewing all results and exercising professional judgment before relying on them for accounting, tax filing, or any other purpose.

2.3 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service for any illegal or unauthorized purpose
• Use the Service to facilitate money laundering, terrorist financing, sanctions evasion, fraud, or any other financial crime
• Upload files containing malware, viruses, or other harmful code
• Attempt to reverse engineer, decompile, or disassemble any part of the Service
• Scrape, crawl, or use automated means to access the Service outside of its intended interface
• Resell, sublicense, or provide access to the Service to third parties outside of your Organization
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or its related systems
• Upload, transmit, or distribute any content that violates any third-party right (including any copyright, trademark, trade secret, privacy, or other proprietary right) or that is unlawful, harassing, defamatory, or otherwise objectionable

2.4 One Business Per Organization

Each Organization must represent a single legal entity or business. You may not combine data from multiple unrelated businesses within a single Organization. If you manage reconciliation for multiple businesses, each business must have its own Organization with its own subscription plan.

2.5 Enforcement

We reserve the right (but have no obligation) to investigate and take appropriate action against any User who, in our sole discretion, violates this Section 2, including removing Customer Data, suspending or terminating Accounts in accordance with Section 9, and reporting violations to law enforcement.

2.6 Free Conversion Tool (No Account Required)

The Service includes a free statement converter at app.matchledger.ai/convert that can be used without creating an account. Where the tool makes it available, it shows you a preview of one page of a statement you upload and, if you provide an email address, emails you the converted file. By uploading a file to the tool, you agree to these Terms and to our Privacy Policy, as stated next to the upload control; no account, password, or payment is involved, and Sections 3, 5, and 9 do not apply to your use of the tool. Sections 2.2, 2.3, 4.1 to 4.4, 4.8, 6, 7, 8, 10, 11, 12, and 14 do apply, and you make the same representations about a file you upload to the tool as you would about Customer Data. Files uploaded to the tool are processed once and deleted on the schedule stated in the Privacy Policy, and are not subject to the retention or export provisions in Sections 4.5 and 4.6. The tool is provided at no charge, on a best-effort basis, with the usage limits shown in the tool itself, and may be changed, limited, or withdrawn at any time.

3. Accounts and Organizations

3.1 Account Registration

To use the Service (other than the free conversion tool described in Section 2.6), you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.2 Account Security

You agree to notify us immediately at support@matchledger.ai if you become aware of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Organizations

You may create one or more Organizations within the Service. Each Organization is a separate workspace with its own subscription plan, usage limits, and data.

3.4 Organization Creator Responsibility

By creating an Organization, you represent that you have the authority to act on behalf of the business entity that Organization represents. You agree to be responsible for all charges, usage, and activity incurred by that Organization, including activity by other users you invite to join it.

3.5 Inviting Users

Where the Service makes the feature available, Organization owners may invite other registered users to join their Organization. You are responsible for ensuring that all users within your Organization comply with these Terms.

4. Data Handling and Privacy

4.1 Your Data

You retain full ownership of your Customer Data. We do not claim any ownership rights over the files you upload, the data extracted from them, or the reconciliation results generated by the Service.

4.2 Limited License to Process

By uploading Customer Data to the Service, you grant us a limited, non-exclusive license to host, store, process, transmit, and back up your Customer Data, and to share it with the sub-processors identified in our Privacy Policy, solely to provide, secure, maintain, and support the Service to you. This license terminates when your Customer Data is deleted from our systems. We do not use your Customer Data to train artificial intelligence models, and we do not sell your Customer Data. This license does not apply to Format Templates: notwithstanding the purpose limitation above, you agree that we may use the structure, layout, and formatting of documents you upload, and requests you submit, to create and improve Format Templates as described in Section 7.1. Format Templates do not incorporate your transactions, balances, account numbers, or personal information, and are not subject to this license or its termination.

4.3 Third-Party AI Processing

The Service uses Anthropic's Claude artificial intelligence to extract structured data from your uploaded documents. This is how the Service works: your uploaded documents are transmitted to Anthropic's API for processing as a necessary part of providing the Service to you, and Anthropic acts as our sub-processor. We send only the content necessary for extraction. Anthropic's use of data transmitted through their API is governed by Anthropic's own terms and privacy policy. We encourage you to review Anthropic's terms at anthropic.com.

4.4 Data Residency

Customer Data is stored on servers located in the United States. If you access the Service from outside the United States, your Customer Data will be transferred to and processed in the United States. Transfers from the European Economic Area, the United Kingdom, and Switzerland are made under the Standard Contractual Clauses and related addenda described in our Privacy Policy (Section 10), which form part of the Data Processing Addendum available to business customers under Section 4.8.

4.5 Data Retention

We retain Customer Data only as long as necessary to provide the Service:

• Uploaded source files and the data extracted from them (bank statements, credit card statements, and ledger reports, together with their extracted transactions and entries) are deleted together, automatically, 30 days after the last reconciliation job that used the document finishes — or 30 days after that job's most recent export, whichever is later. Each new reconciliation or export restarts that 30-day window. If a document is never used in a reconciliation job, it is deleted 30 days after upload.
• Reconciliation results and export files (reconciliation jobs, match results, and generated CSV and Excel files) are automatically deleted 30 days after the reconciliation job completes or after the last export generated from it, whichever is later. Export files remain available for download for 30 days after generation.
• Account records and legal compliance data (including records of your acceptance of these Terms) are retained for 3 years following account closure. Such compliance and audit records are not Customer Data and survive deletion of your Customer Data.
• Format Templates are not Customer Data. They describe document formats generally, contain no transactions, balances, account numbers, or personal information (whether relating to you or to any other individual), and are not subject to the deletion timelines above. See Section 7.1.
• Format request records — the institution name, document type, and notes you submit when requesting support for a document or export format — are retained as part of our template library records independently of the timelines above. Any sample document you attach to a format request is deleted on the source-file schedule above or, if later, within 30 days after the request is resolved or dismissed. On your request, or when you close your account, we will delete or de-identify your format request records (including free-text notes) so that they are no longer associated with you or your Organization.

You may request deletion of your Customer Data at any time by contacting support@matchledger.ai. We will process deletion requests within 30 days.

Deletion timelines in these Terms refer to our active systems. Copies of deleted data in backup archives are removed as those archives rotate, no more than 30 days after deletion from our active systems.

4.6 Data Portability

You can export your data at any time, using the export features built into the Service. The formats available to you are CSV and Excel, and which of those you get depends on your Plan — see the table in section 5. Upon account closure, you will have 30 days to export your data before automatic deletion occurs.

4.7 Privacy Policy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes the rights available to you under applicable law, including the California Consumer Privacy Act (CCPA), the Philippine Data Privacy Act of 2012 (RA 10173), and the EU and UK General Data Protection Regulation (GDPR).

4.8 Personal Data Within Customer Data

Customer Data routinely contains personal data about people other than you — account holders, counterparties, and the individuals named in transaction descriptions. For that personal data, you (or the business or client on whose behalf you upload it) are the controller, and we act as your processor: we process it only on your documented instructions, which are these Terms and the Privacy Policy, and only to provide, secure, maintain, and support the Service. You represent and warrant that you have a lawful basis, and have given any notices required by applicable law, for uploading that personal data to the Service and for our processing of it as described; that you will not upload special categories of personal data (such as health, biometric, genetic, or similar data as defined in applicable law) except where you are lawfully permitted to do so; and that you will respond to requests from the individuals concerned, with our assistance where required. Business customers who require a written data-processing agreement, incorporating the Standard Contractual Clauses referred to in Section 4.4, may request our Data Processing Addendum from dpo@matchledger.ai; once executed, it forms part of these Terms and prevails over them in relation to the processing of personal data.

5. Subscriptions, Billing, and Refunds

5.1 Plans and Pricing

The Service is available under the following Plans. Current pricing and plan limits are always available at matchledger.ai/pricing; the table below is provided for convenience and the pricing page controls in the event of any difference.

Annual subscriptions, where offered, are billed at a 20% discount to the monthly rate. We reserve the right to change pricing with at least 30 days written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

5.2 Free Tier

The Free Plan is available indefinitely at no cost, subject to the usage limits described above. We reserve the right to modify or discontinue the Free Plan with 30 days notice. During the Open Beta Period, every Organization receives Professional-Plan capacity instead of the Free-Plan limits — see Section 5.9.

5.3 Trial Period

This Section does not operate during the Open Beta Period; no trial runs and no Organization is downgraded on account of trial expiry, as described in Section 5.9. Your first Organization starts with a 30-day trial of the Professional Plan. Additional Organizations you create start on the Free Plan (no trial). At the end of the trial period, your first Organization will automatically transition to the Free Plan unless you subscribe to a paid Plan. No payment information is required to start a trial, and no charges will be incurred during or after the trial unless you voluntarily subscribe.

5.4 Billing, Payment Processing, and Auto-Renewal

5.5 Refunds

Voluntary cancellations are not eligible for prorated refunds. Your access to paid Plan features will continue until the end of your current billing cycle.

If we initiate cancellation of your subscription due to a service shutdown (see Section 9.3), you will receive a prorated refund for the unused portion of your current billing cycle.

5.6 Per-Organization Billing

Each Organization has its own independent subscription plan and billing. Charges for one Organization do not apply to or offset charges for another Organization, even if both are managed by the same user.

5.7 Taxes

All fees are exclusive of any applicable taxes, including sales tax, value-added tax (VAT), goods-and-services tax (GST), and similar levies. Where we are required to collect such taxes, they will be added to your charges at checkout. Customers in the Philippines may be charged 12% VAT on digital services in accordance with applicable Philippine law (including Republic Act No. 12023). Customers in the European Union and the United Kingdom must provide a valid VAT identification number at checkout; where you do, no VAT is charged and you are responsible for accounting for it under the reverse-charge mechanism in your country. We do not currently offer paid Plans to customers in those territories who cannot provide a VAT identification number. You are responsible for any withholding taxes imposed on payments to us by your local jurisdiction; such withholding does not reduce the amount due to us.

5.8 Future Features and Pricing

Certain features — including custom format and template requests (requests that we add support for a specific bank, credit card, ledger, or export target) — are currently provided at no additional charge and on a best-effort basis. We reserve the right to introduce charges, usage limits, or plan-tier gating for these and other features in the future, with reasonable notice. We do not guarantee that any particular format or template request will be fulfilled, or fulfilled within any specific timeframe. Format Templates created in the course of fulfilling a format or template request are the property of the Company and may be used to provide the Service to all customers, as described in Section 7.1.

5.9 Open Beta Period

While the Service is designated an open beta (the “Open Beta Period”), the following apply and prevail over the remainder of this Section 5 to the extent of any conflict. Whether the Open Beta Period is in effect is stated at matchledger.ai/pricing.

(a) No fees. All Plans are provided at no charge. No fees are payable for any Plan, and nothing in Section 5.1 (Plans and Pricing) or Section 5.7 (Taxes) operates to make any amount due during the Open Beta Period.

(b) No payment method, no subscription. We do not collect payment-card details and no subscription is created during the Open Beta Period. Because no payment method is on file, no amount can be charged to you automatically. Section 5.4 (Billing, Payment Processing, and Auto-Renewal) does not apply during the Open Beta Period.

(c) Capacity. Each of your Organizations receives access at Professional-Plan capacity, whichever Plan you may later select, subject to the Professional-Plan usage limits stated in Section 5.1. Those limits apply as a capacity ceiling, and we may apply reasonable measures to prevent abuse of the Open Beta Period.

(d) No trial clock. The trial described in Section 5.3 does not run during the Open Beta Period, and no Organization is downgraded on account of trial expiry.

(f) No entitlement to continued free access. We may extend or modify the Open Beta Period, and may end it subject to the notice in (e). The Open Beta Period does not create any entitlement to continued free access, to any Plan at any particular price, or to the continued availability of any feature.

6. Service Availability and Disclaimers

6.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, software updates, or circumstances beyond our control. We make no service-level (uptime) commitment.

6.2 No Warranty

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3 AI Accuracy

6.4 Not Professional Advice

The Service is a tool to assist with financial document reconciliation. It is not a substitute for the judgment of a qualified accountant, bookkeeper, CPA, or other financial professional. We are not responsible for any decisions made or actions taken based on the output of the Service.

6.5 Beta and Pre-Release Features

The Service, or specific features within it, may be designated as beta, open beta, preview, early access, or pre-release (“Beta Features”), whether or not access is by invitation. MatchLedger is currently offered as an open beta, and the entire Service is a Beta Feature for the purposes of this Section. Beta Features are provided “as is” and “as available,” may contain errors or produce incorrect results, may change materially, and may be withdrawn at any time. Beta Features are not subject to any availability, support, or backward-compatibility commitment, and access to them may be limited, conditioned, suspended, or revoked at any time. Sections 6.2 (No Warranty), 6.3 (AI Accuracy), 6.4 (Not Professional Advice), and 10 (Limitation of Liability) apply in full to Beta Features. Your use of Beta Features is voluntary and at your own risk, and you remain solely responsible for verifying all output before relying on it.

7. Intellectual Property

7.1 Our Property

The Service, including its software, algorithms, user interface, design, format template library, documentation, and all related intellectual property, is and remains the exclusive property of the Company. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

Format Templates. Format Templates (as defined in Section 1) describe the general structure of financial-institution and accounting-software document formats — for example, column order, date formats, and standard header or boilerplate text. They describe a document format, not you or your business: by definition, Format Templates contain no transactions, balances, account numbers, or personal information (whether relating to you or to any other individual), and any artifact that does contain such information is not a Format Template and receives no protection under this paragraph. In that event, only the improperly included information is Customer Data (and, where applicable, personal information); we will promptly remove it or delete the artifact, and once the information is removed, the remainder is a Format Template — the remainder does not become Customer Data. Any such inclusion is our responsibility, and clause (d) of Section 8 does not apply to claims arising from our inclusion of Customer Data in such an artifact. Format Templates are not Customer Data. You agree that we may create, update, retain, and use Format Templates — including Format Templates created or improved by reference to the structure, layout, and formatting of documents you upload (whether or not you submit a format or template request), requests you submit, and our support and calibration activity on your account — to provide, maintain, and improve the Service for all customers. Format Templates are and remain the exclusive property of the Company and, together with the format template library, constitute our proprietary and confidential information, including as a compilation. They are not subject to the license or license termination in Section 4.2 or to the retention, deletion, or export provisions in Sections 4.5, 4.6, and 9, and they survive deletion of your Customer Data and closure of your account. This paragraph applies to all Format Templates whenever created, including Format Templates created by reference to your documents, requests, or account activity before the effective date of these Terms.

7.2 Your Property

You retain all rights to your Customer Data. Nothing in these Terms transfers ownership of your Customer Data to us. For clarity, Format Templates are not Customer Data: they are the property of the Company under Section 7.1, and nothing in Section 7.1 grants us any ownership of your Customer Data itself.

7.3 Feedback

If you provide us with suggestions, ideas, or feedback regarding the Service, you grant us an unrestricted, irrevocable, perpetual, royalty-free license to use that feedback for any purpose without obligation to you.

7.4 Copyright Concerns

To report a copyright or other intellectual-property concern relating to the Service, contact us at legal@matchledger.ai.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) your Customer Data. We will use reasonable efforts to notify you of any such claim and reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

9. Termination

9.1 Termination by You

You may close your account at any time from your account settings. Upon closure:

• Your subscription (if any) will be canceled at the end of the current billing cycle.
• You will have 30 days from the date of account closure to export your Customer Data.
• After 30 days, all Customer Data associated with your account will be permanently deleted from our systems.

9.2 Termination by Us (For Cause)

We may suspend or terminate your account immediately and without prior notice if you:

• Violate these Terms, including the Acceptable Use provisions in Section 2
• Fail to pay applicable subscription fees after reasonable notice and a grace period
• Engage in activity that we reasonably believe is fraudulent, harmful to other users, or damaging to the Service

If we terminate your account for cause, you will have 30 days from the date of termination to export your Customer Data, unless the termination is due to illegal activity, in which case we may delete your data immediately as required by law.

9.3 Service Discontinuation

If we decide to discontinue the Service, we will provide you with at least 30 days written notice before the Service is shut down. The notice will include:

• The date the Service will be discontinued
• The last date you can access the Service
• A 60-day data export window during which you can download all of your Customer Data, including uploaded source files, extracted transaction data, and reconciliation history
• The date on which all Customer Data will be permanently deleted
• Details of any applicable refund

If you are on a paid Plan at the time of discontinuation, you will receive a prorated refund for the unused portion of your current billing cycle.

After the data export window closes, all Customer Data will be permanently deleted from our active systems, and any copies in backup archives will be removed as those archives rotate, no more than 30 days thereafter. You may request written confirmation of deletion.

9.4 Survival

Sections 4.1 (Your Data), 4.8 (Personal Data Within Customer Data, for so long as we hold any), 7 (Intellectual Property), 8 (Indemnification), 10 (Limitation of Liability), 11 (Dispute Resolution; Arbitration Agreement), 12 (International Customers; Country-Specific Rights), and 14 (Miscellaneous) survive termination of these Terms.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, OUR MAXIMUM LIABILITY SHALL BE $100.

10.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Third-Party Services

We are not liable for any failures, interruptions, or errors caused by third-party services that the Service relies on, including but not limited to cloud hosting providers, artificial intelligence providers, and payment processors.

10.4 Basis of the Bargain

The limitations in this Section 10 reflect the allocation of risk between the parties and form an essential basis of the bargain between you and the Company. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. Nothing in this Section limits any liability that cannot be limited under applicable law, including the non-waivable rights described in Section 12.

11. Dispute Resolution; Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. This Section 11 (the “Arbitration Agreement”) requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief, unless you opt out under Section 11.9. If you reside outside the United States, Section 12 may give you additional or different rights.

11.1 Federal Arbitration Act

This Section evidences a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Arbitration Agreement. The governing law for these Terms generally is stated in Section 14.1.

11.2 Applicability of Arbitration Agreement

You agree that any dispute, claim, or controversy arising out of or relating in any way to the Service or these Terms (a “Dispute”) between you and the Company (and its affiliates, and their respective officers, directors, employees, and agents — collectively, the “Company Parties”) will be resolved by binding arbitration, rather than in court, except that: (1) you or the Company Parties may assert individualized claims in small claims court if the claims qualify and remain in that court on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or misuse of intellectual property rights. This Arbitration Agreement survives termination of these Terms.

11.3 Informal Dispute Resolution Conference

Before commencing arbitration, the parties agree to first attempt to resolve the Dispute informally. The party initiating a Dispute must send written notice (“Notice”) describing the Dispute and the relief sought. Notice to the Company must be sent to legal@matchledger.ai, or by mail to: MatchLedger, Inc., Attn: Legal, 1908 Thomes Ave, STE 68447, Cheyenne, Wyoming 82001. Within 30 days after Notice is received, you and the Company will meet and confer (by telephone or videoconference) in good faith to attempt to resolve the Dispute. This Informal Dispute Resolution Conference is a condition precedent to commencing arbitration. Applicable statutes of limitation and filing-fee deadlines are tolled while the parties engage in this process.

11.4 Arbitration Rules and Forum

If the Dispute is not resolved within 60 days after the Notice is received, either party may commence binding arbitration. The arbitration will be administered by JAMS under its rules then in effect: the Streamlined Arbitration Rules for matters with an amount in controversy under $250,000, and the Comprehensive Arbitration Rules otherwise (available at www.jamsadr.com). Unless the parties agree otherwise or Batch Arbitration (Section 11.8) applies, the arbitration will be conducted in the county or locality where you reside, or remotely. The arbitrator's award is final and binding, and judgment may be entered in any court of competent jurisdiction.

11.5 Authority of Arbitrator

The arbitrator has exclusive authority to resolve all Disputes subject to arbitration, including the scope, enforceability, and formation of this Arbitration Agreement, except that: (a) any challenge to the Class Action Waiver (Section 11.7) shall be decided by a court; and (b) disputes about arbitration fees or whether a condition precedent to arbitration has been satisfied shall be decided by a court. The arbitrator may award the same damages and individual relief as a court.

11.6 Waiver of Jury Trial

EXCEPT AS SPECIFIED IN SECTION 11.2, YOU AND THE COMPANY PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY. Covered claims will instead be resolved by arbitration, in which there is no judge or jury and court review is limited.

11.7 Waiver of Class or Other Non-Individualized Relief

YOU AND THE COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 11.8, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION. Only individual relief is available. If a court decides, by a final non-appealable ruling, that this Section 11.7 is unenforceable as to a particular claim or request for relief, then that claim or request shall be severed and litigated in the state or federal courts located in the State of Delaware, while all other Disputes remain subject to arbitration.

11.8 Batch Arbitration

To increase efficiency, if 100 or more substantially similar arbitration demands are filed against the Company by or with the assistance of the same law firm or organization within a 30-day period, JAMS shall administer them in batches of up to 100 demands, appoint one arbitrator per batch, and resolve each batch as a single consolidated arbitration with one set of filing and administrative fees per side per batch. This provision shall not be interpreted to authorize class, collective, or mass arbitration. Disputes about the application of this Section shall be resolved by a single Administrative Arbitrator whose fees the Company will pay.

11.9 30-Day Right to Opt Out

You may opt out of this Arbitration Agreement within 30 days after you first create an account and become subject to it, by sending written notice of your decision to opt out to legal@matchledger.ai, or by mail to MatchLedger, Inc., Attn: Legal, 1908 Thomes Ave, STE 68447, Cheyenne, Wyoming 82001. Your notice must include your name, the email address associated with your account, and a clear statement that you want to opt out of the Arbitration Agreement. Opting out has no effect on any other provision of these Terms.

11.10 Right to Reject Future Changes

If the Company makes a material change to this Arbitration Agreement, you may reject the change within 30 days of it becoming effective by writing to legal@matchledger.ai (or the mailing address above), in which case the most recent version of the Arbitration Agreement you previously accepted will govern. Rejecting a change does not create a new right to opt out of arbitration entirely.

11.11 Severability and Survival

Except as provided in Section 11.7, if any part of this Arbitration Agreement is found invalid or unenforceable, that part shall be severed and the remainder shall continue in full force and effect. This Arbitration Agreement survives termination of these Terms and your relationship with the Company. Any Dispute must be initiated within the applicable statute of limitations or be forever barred.

12. International Customers; Country-Specific Rights

12.1 General

If you access or use the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Mandatory consumer-protection and data-protection laws of your country of residence may grant you rights that cannot be waived by contract. Nothing in these Terms — including the limitations in Section 10 and the arbitration and class-waiver provisions in Section 11 — limits, excludes, or modifies any right or remedy you have under such mandatory, non-waivable laws of your country of residence.

12.2 Philippine Customers

If you are a resident of the Republic of the Philippines:

• You retain all non-waivable rights under the Consumer Act of the Philippines (Republic Act No. 7394) and the Data Privacy Act of 2012 (Republic Act No. 10173), including the data-subject rights described in our Privacy Policy.
• Sections 10 and 11 apply to you only to the extent permitted by mandatory Philippine law. To the extent Philippine law does not permit binding arbitration, a class-action waiver, or a foreign governing-law or forum-selection clause to be imposed on you, those provisions do not limit your rights.
• You may, at your option, bring claims or complaints before the appropriate Philippine authority or court, including the Department of Trade and Industry (DTI) for consumer matters and the National Privacy Commission (NPC) for data-privacy matters.
• For data-privacy questions or to exercise your rights under the Data Privacy Act, you may contact our Data Protection Officer at dpo@matchledger.ai.

12.3 Customers in the European Economic Area, the United Kingdom, and Switzerland

If you are located in the European Economic Area, the United Kingdom, or Switzerland:

• You retain all non-waivable rights under the EU General Data Protection Regulation, the UK GDPR and Data Protection Act 2018, the Swiss Federal Act on Data Protection, and the consumer-protection laws of your country of residence, including the data-subject rights described in Section 6.4 of our Privacy Policy.
• Sections 10, 11, and 14.1 apply to you only to the extent permitted by the mandatory laws of your country of residence. If you are a consumer, nothing in these Terms deprives you of the protection of those laws, and you may bring proceedings against us in the courts of the country where you live, in addition to any other forum these Terms provide. To the extent your law does not permit binding arbitration, a class-action waiver, or a foreign governing-law or forum-selection clause to be imposed on you, those provisions do not limit your rights.
• You may lodge a complaint about our handling of your personal data with your supervisory authority — for Ireland, the Data Protection Commission; for the United Kingdom, the Information Commissioner's Office; for Switzerland, the Federal Data Protection and Information Commissioner — or contact our Data Protection Officer at dpo@matchledger.ai.
• Right of withdrawal (consumers). If you are a consumer and subscribe to a paid Plan, you have the right to withdraw from that contract within 14 days without giving a reason. By subscribing, you request that we begin providing the paid Plan immediately, and you acknowledge that once we have begun you lose the right of withdrawal; you may still cancel at any time under Section 5.4. This right does not arise during the Open Beta Period (Section 5.9), when no paid Plan is sold.
• If you are a business customer, the Data Processing Addendum described in Section 4.8, including the Standard Contractual Clauses, is available to you on request and, once executed, forms part of these Terms.

13. Changes to These Terms

13.1 Notice of Changes

We may update these Terms from time to time. When we do, we will publish the revised Terms with a new effective date and version number, and we will notify you at least 30 days before the changes take effect via email and an in-app notification.

13.2 Acceptance of Changes

When a new version of these Terms takes effect, you will be required to review and explicitly accept the updated Terms before continuing to use the Service. If you do not accept the updated Terms, you may export your Customer Data and close your account. Your continued use of the Service after accepting the updated Terms constitutes your agreement to the revised Terms. Changes to the Arbitration Agreement in Section 11 are governed by Sections 11.9 and 11.10.

14. Miscellaneous

14.1 Governing Law and Forum

Except as otherwise provided in Section 11 (Arbitration Agreement) and subject to Section 12 (country-specific non-waivable rights), these Terms and any matter arising out of or relating to them are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions. For any dispute not subject to arbitration, you and the Company consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waive any objection to venue in those courts.

14.2 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

14.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

14.4 Assignment

We may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, without your consent. You may not assign or transfer these Terms without our prior written consent.

14.5 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any provision shall only be effective if made in writing and signed by the Company.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or infrastructure failures, cyberattacks, pandemics, or labor disputes.

14.7 Electronic Communications

You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

14.8 Export Compliance and Sanctions

The Service may be subject to United States export control and economic sanctions laws. You represent that you are not located in, and are not a national or resident of, a country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government list of prohibited or restricted parties. You agree not to export, re-export, or transfer the Service or any related technical data in violation of applicable export or sanctions laws.

14.9 Contact

If you have any questions about these Terms, please contact us at:

MatchLedger, Inc.
1908 Thomes Ave, STE 68447, Cheyenne, Wyoming 82001, United States
General inquiries: support@matchledger.ai
Legal notices: legal@matchledger.ai
Data Protection Officer: dpo@matchledger.ai