Section 23 of these Terms contains a class action waiver that applies to all claims brought against Matcha. Please read this section carefully. If you are a resident of the Province of Quebec, the class action waiver in Section 23 does not apply to any legal proceeding you bring against Matcha in the Province of Quebec.

These Terms of Service (“Terms”) are a binding legal agreement between you and 15447054 Canada Inc. dba Matcha that govern your right to use the websites, applications, and other offerings from Matcha (collectively, the “Matcha Platform”). When used in these Terms, “Matcha,” “we,” “us,” or “our” refers to Matcha.ooo, inc.

The Matcha Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and book services. Members who publish and offer services are “Hosts” and Members who search for, book, or use services are “Guests.” Hosts offer accommodations (“Accommodations”), and a variety of travel and other services (collectively, “Host Services,” and each Host Service offering, a “Listing”). The Matcha Platform allows Hosts to screen for trusted Guests using filters such as the Guest’s place of employment. The Matcha Platform validates employment with authentication relying on corporate email addresses. You must register an account to access and use many features of the Matcha Platform, and must keep your account information accurate. As the provider of the Matcha Platform, Matcha does not own, control, offer or manage any Listings, Host Services, or tourism services. Matcha is not a party to the contracts entered into directly between Hosts and Guests, nor is Matcha a real-estate broker, travel agency, or insurer. Matcha is not acting as an agent in any capacity for any Member. Matcha is not affiliated with any employer represented by a user of its platform. Other than employees of property managers, managing Matcha Accomodations on behalf of their employer (“Property Management Employees”), all users of Matcha who identify themselves as employees of a company for the purpose of verification are acting solely in their own capacity and no such user is acting as a representative of their employer. To learn more about Matcha’s role, see Section 16.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data.

If you are a Host, you are responsible for understanding and complying with all laws, rules, regulations and contracts with third parties that apply to your Host Services.

1. Our Mission

Our mission is to facilitate increased travel and deeper travel by untethering people from their rental expense. People aren’t positioned to find trusted tenants when they travel with the home rental tools on the market today but by tapping into the credibility communicated by one's place of work, Matcha positions people to find trusted tenants, save on rent, and travel more.

2. Searching and Booking on Matcha

2.1 Searching

You can search for Host Services by using criteria like travel destination, travel dates, number of guests, and network of the Host. You can also use filters to refine your search results. Search results are based on their relevance to your search and other criteria. Relevance considers factors like price, availability, Reviews, customer service and cancellation history, popularity, previous trips and saved Listings, Host requirements (e.g. minimum or maximum nights), and more.

2.2 Booking

When you book a Listing, you are agreeing to pay all charges to your credit card, debit card, or bank account (“Payment Method”) for your booking including the Listing price, and applicable fees and taxes [link to our fees page], and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Matcha may charge the Payment Method used to book the Listing in order to collect Damage Claim (as defined in Section 15) amounts. When you receive the booking confirmation, a contract for Host Services (a "Reservation") is formed directly between you and the Host. In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing. Be aware that some Hosts work with a Co-Host or as part of a team to provide their Host Services.

2.3 Accommodation Reservations

An Accommodation Reservation is a limited licence to enter, occupy, and use the Accommodation. The Host retains the right to re-enter the Accommodation during your stay, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Host, and (iii) consistent with applicable law. If you stay past checkout, the Host has the right to make you leave in a manner consistent with applicable law, including by imposing reasonable overstay penalties. You may not exceed the maximum number of allowed Guests.

3. Cancellations, Accommodation Issues, Refunds, and Booking Modifications

3.1 Cancellations

If as a Guest you cancel a Reservation, the amount refunded to you is determined by the cancellation policy that applies to that Reservation. If the Host cancels, or you experience an accommodation issue, Matcha is not responsible for any cost incurred by you but please contact [email protected] who will make best efforts to assist you in resolving the issue at your own cost.

3.2 Booking Modifications

Guests and Hosts are responsible for any booking modifications they agree to make via the Matcha Platform or direct Matcha customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

4. Your Responsibilities and Assumption of Risk

4.1 Your Responsibilities

You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Accommodation, or other Host Service. For example, this means: (i) you are responsible for leaving an Accommodation (and related personal property) in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable Damage Claim amounts necessary to cover damage that you, your guest(s), or your pet(s) cause to an Accommodation, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional guest who is a minor or if you bring a minor to a Host Service, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.

4.2 Your Assumption of Risk

You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Matcha Platform and any Content (as defined in Section 10), including your stay at any Accommodation, use of any other Host Service, or any other interaction you have with other Members whether in person or online. For greater certainty, your employer assumes no risk for any activity facilitated by the Matcha platform even though you are representing yourself as being their employee for the purpose of verification.

5. Hosting on Matcha

5.1 Host

As a Host, Matcha offers you the right to use the Matcha Platform to share your Accommodation, or other Host Service with Matcha’s trusted professional Guests.

5.2 Contracting with Guests

When you accept a booking request, or receive a booking confirmation through the Matcha Platform, you are entering into a contract directly with the Guest, and are responsible for delivering your Host Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Matcha’s fees and applicable taxes for each booking. Matcha will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Guests must: (i) be consistent with these Terms, our Policies, and the information provided in your Listing, and (ii) be prominently disclosed in your Listing description.

5.3 Independence of Hosts - Matcha

Your relationship with Matcha is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Matcha, except that Matcha acts as a collection agent solely for the limited purpose of accepting and processing funds from Guests purchasing Host Services on the Host’s behalf, which shall be considered the same as a payment made directly to the Host (“Payment Collections Agent”). Matcha does not direct or control your Host Service, and you agree that you have complete discretion whether and when to provide Host Services, and at what price and on what terms to offer them.

5.4 Independence of Hosts - Employer

Other than employees of property managers, managing Matcha Accomodations on behalf of their employer (“Property Management Employees”), all users of Matcha who identify themselves as employees of a company for the purpose of verification are acting as an individual solely in their own capacity and no such user is acting as a representative of their employer in any respect.

6. Managing Your Listing

6.1 Creating and Managing Your Listing

The Matcha Platform provides tools that make it easy for you to set up and manage a Listing. Your Listing must include complete and accurate information about your Host Service, your price, other charges like cleaning fees, and any rules or requirements that apply to your Guests or Listing. You are responsible for keeping your Listing information (including calendar availability) and content (like photos) up to date and accurate at all times. As a trusted rentals platform allowing you to screen for tenants at companies of your choosing enables you to tailor the risk of tenants as you see fit. However, all assessing the credibility of any given company and its employees as tenants is solely your responsibility. Further, obtaining insurance for damage to your Accommodations, Host Services, and liability is solely your responsibility and we suggest you carefully review policy terms and conditions including coverage details and exclusions. Hosts agree to provide Matcha with copies of relevant proof of coverage upon request. You may only maintain one Listing per Accommodation, but may have multiple Listings for a single property if it has multiple places to stay.

6.2 Know Your Legal Obligations

You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Host Services. For example and without limitation: Some landlords and leases, or homeowner and condominium association rules, restrict or prohibit subletting, short-term rentals, and/or longer-term stays. Some cities have zoning or other laws that restrict the short-term rental of residential properties. Some jurisdictions require Hosts to register, get a permit, or obtain a licence before providing certain Host Services (such as short-term rentals, longer-term stays). In some places, the Host Services you want to offer may be prohibited altogether. Some jurisdictions require that you register Guests who stay at your Accommodation. Some jurisdictions have laws that create tenancy rights for Guests and additional obligations for Hosts. For example, some places have landlord-tenant, rent control, and eviction laws that may apply to longer stays. Check your local rules to learn what rules apply to the Host Services you plan to offer. Any information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Guests and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply, you should always seek legal advice.

6.3 Search Ranking

The ranking of Listings in search results on the Matcha Platform depends on a variety of factors, including these main parameters:

• Guest search parameters (e.g. number of Guests, time and duration of the trip, price range).
• Listing characteristics (e.g. price, calendar availability, number and quality of images, Reviews, type of Host Service, Host status, age of the Listing, average Guest popularity).
• Guest booking experience (e.g. customer service and cancellation history of the Host, ease of booking).
• Host requirements (e.g. minimum or maximum nights, booking cut-off time).
• Guest preferences (e.g. previous trips, saved Listings, location from where the Guest is searching).

Matcha reserves the right to allow Hosts to promote their Listings in search or elsewhere on the Matcha Platform by paying an additional fee.

6.4 Host Representations and Covenants

Each Host represents and covenants that: (i) it owns and/or has all necessary rights and authority to offer for rent and to rent the property listed by such Host; (ii) they will not wrongfully withhold a rental deposit in breach of the underlying rental agreement; (iii) they will accurately describe the subject rental property, will not fail to disclose a material defect in, or material information about, a rental property and will upon request, or otherwise from time to time, review the property listing content and location or geographic description to ensure it is accurate and not misleading ; (iv) they will not wrongfully deny access to the listed property; and (v) they will not fail to provide a refund when due in accordance with the applicable cancellation policy or underlying rental agreement.

Upon our request, each Host agrees to promptly provide to us such proof of personal identification, proof that the condition, location, or amenities associated with the property are accurately described in the Listing, proof of ownership of the property listed on the Matcha Platform, and/or proof of authority to list the property.

6.5 Your Responsibilities

You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Host Services, including Property Management Employees. You are responsible for setting your price and establishing rules and requirements for your Listing. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside the Matcha Platform. Do not encourage Guests to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Matcha Platform.

6.6 Hosting as a Team or Organization

If you work with a Co-Host or Host as part of a team, business, or other organization, the entity and each individual and Property Management Employee who participates in providing Host Services is responsible and liable as a Host under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business, or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Matcha to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.

This Section 6.6. should not be construed in any way as providing that employees of companies representing their employment for the purpose of verification are (1) in any way acting on behalf of their employer or are (2) in any way authorized to act on behalf of their employer.

6.7 Your Assumption of Risk

You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Matcha Platform, offering Host Services, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Matcha Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Host Services and that you are not relying upon any statement of law made by Matcha.

7. Cancellations, Travel Issues, and Booking Modifications

7.1 Cancellations and Accommodation Issues

In general, if a Guest cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As a Host, you should not cancel on a Guest without a valid reason under applicable law. If you cancel on a Guest without such a valid reason, we may impose a cancellation fee and other consequences. If: (i) a Guest experiences an accommodation issue, (ii) an extenuating circumstance arises (as each accommodation issue and extenuating circumstance are addressed respectively by the cancellation policy), or (iii) a Reservation is canceled under Section 13 of these Terms, the amount you are paid will be reduced by the amount we refund or otherwise provide to the Guest, and by any other reasonable costs we incur as a result of the cancellation. If a Guest receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Matcha exceeds your payout, Matcha may recover that amount from you, including by offsetting the refund against your future payouts. If we reasonably expect to provide a refund to a Guest, we may delay release of any payout for that Reservation until a refund decision is made.

8. Taxes

8.1 Host Taxes

As a Host, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").

8.2 Collection and Remittance by Matcha

In jurisdictions where Matcha facilitates the collection and/or remittance of Taxes on behalf of Hosts, you authorize Matcha to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Matcha are identified to Members on their transaction records, as applicable. Matcha may seek additional amounts from Members (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Member’s tax obligations, and you agree that your sole remedy for Taxes collected by Matcha is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.

8.3 Tax Information

In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Matcha may issue on your behalf invoices or similar documentation for VAT, GST, consumption, or other Taxes for your Host Services to facilitate accurate tax reporting by you, our Guests, and/or their organizations.

8.4 Quebec Sales Tax

With respect to taxes applicable to services provided to Hosts or to Guests under the Act respecting Quebec sales tax, unless (i) the consideration paid or payable for the services provided to you, and (ii) the amount of Quebec sales tax payable (if any) in respect of such services, is clearly displayed and presented to you, the service fees are deemed to include any Quebec sales tax payable in respect of such services. A VAT invoice may not be issued with respect to taxes applicable to services provided to Hosts or to Guests under the Act respecting Quebec sales tax.

9. Reviews

After each Host Service, Guests and Hosts will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, or defamatory language. Reviews are not verified by Matcha for accuracy and may be incorrect or misleading.

10. Content

Parts of the Matcha Platform enable you to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Matcha a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Matcha pays for the creation of Content or facilitates its creation, Matcha may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Matcha the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must not include, discriminatory, obscene, harassing, deceptive, violent, and illegal content. You agree that Matcha reserves the right to make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Matcha does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.

11. Fees

11.1. Matcha Fees

Matcha may charge fees (and applicable Taxes) to Hosts and Guests for the right to use the Matcha Platform including our service fee. More information about when fees apply and how they are calculated can be found on our Fees page. Except as otherwise provided on the Matcha Platform, fees are non-refundable. Matcha reserves the right to change the fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.2.

11.2. Payment Processing Terms

Matcha uses Stripe (“Stripe”) as the third-party service provider for payment services with your Payment Method. By making payments and receiving payments through the Matcha Platform, you agree to be bound by: (i) the Stripe Privacy Policy and hereby consent and authorize Matcha and Stripe to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions; and (ii) Stripe’s Services Agreement. All information that you provide to us or to Stripe must be accurate, current, and complete. By making payments via the Matcha Platform, you authorize Matcha to charge your Payment Method in accordance with these Terms, and you agree that Matcha is authorized to charge your Payment Method for all fees and charges due and payable to Matcha hereunder and that no additional notice or consent is required. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY AMOUNTS OWED IN CONNECTION WITH THE SERVICES.

12. Matcha Platform Rules

12.1 Rules

You must follow these rules and must not help or induce others to break or circumvent these rules.

• Act with integrity and treat others with respect.
• Do not lie, misrepresent something or someone, or pretend to be someone else.
• Be polite and respectful when you communicate or interact with others.
• Do not discriminate against or harass others.
• Do not scrape, hack, reverse engineer, compromise or impair the Matcha Platform.
• Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Matcha Platform.
• Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Matcha Platform or Content.
• Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Matcha Platform.
• Do not take any action that could damage or adversely affect the performance or proper functioning of the Matcha Platform.
• Only use the Matcha Platform as authorized by these Terms or another agreement with us.
• You may only use another Member’s personal information as necessary to facilitate a transaction using the Matcha Platform as authorized by these Terms.
• Do not use the Matcha Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
• You may use Content made available through the Matcha Platform solely as necessary to enable your use of the Matcha Platform as a Guest or Host.
• Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
• Do not request, make, or accept a booking or any payment outside of the Matcha Platform to avoid paying fees, taxes, or for any other reason.
• Do not require or encourage Guests to open an account, leave a review, complete a survey, or otherwise interact, with a third-party website, application, or service before, during, or after a Reservation, unless authorized by Matcha.
• Do not engage in any practices that are intended to manipulate our search algorithm.
• Do not use, copy, display, mirror, or frame the Matcha Platform, any Content, any Matcha branding, or any page layout or design without our consent.
• Honour your legal obligations
• Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
• If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
• Do not organize or facilitate unauthorized parties or events that could reasonably be anticipated to cause a disturbance without the consent of your Host.
• Do not use the name, logo, branding, or trademarks of Matcha or others without permission.
• Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Matcha branding.
• Do not offer Host Services that violate the laws or agreements that apply to you.
• Do not offer or solicit prostitution or participate in or facilitate human trafficking.

12.2 Reporting Violations

If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Matcha. In addition, if you believe that a Member, Listing or Content has violated norms of reasonable conduct, you should report your concerns to Matcha. If you reported an issue to local authorities, Matcha may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.

12.3 Copyright Notifications

If you believe that Content on the Matcha Platform infringes copyrights, please notify us.

13. Termination, Suspension, and other Measures

13.1 Term

The agreement between you and Matcha reflected by these Terms is effective when you access the Matcha Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.

13.2 Termination

You may terminate this agreement at any time by sending us an email or by deleting your account. Matcha may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Matcha may also terminate this agreement immediately and without notice and stop providing access to the Matcha Platform if you breach these Terms or any of our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Matcha, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

13.3 Member Violations

If (i) you breach these Terms, or our Policies, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Matcha believes it is reasonably necessary to protect Matcha, its Members, or third parties; Matcha may, with or without prior notice:

• Suspend or limit your access to or use of the Matcha Platform and/or your account;
• Suspend or remove Listings, Reviews, or other Content;
• Cancel pending or confirmed bookings; or
• Suspend or revoke any special status associated with your account.

For minor violations or where otherwise appropriate as Matcha determines in its sole discretion, you will be given notice of any intended measure by Matcha and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting us. If a Reservation is cancelled under this Section, the amount paid to the Host will be reduced by the amount we refund or otherwise provide to the Guest, and by any other costs we incur as a result of the cancellation.

13.4 Legal Mandates

Matcha may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.3.

13.5 Effect of Termination

If you are a Host and terminate your Matcha account, any confirmed booking(s) will be automatically cancelled and your Guests will receive a full refund. If you terminate your account as a Guest, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Matcha Platform has been limited, or your Matcha account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Matcha Platform through an account of another Member.

13.6 Survival

Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.

14. Modification

Matcha may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Matcha Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Matcha Platform will constitute acceptance of the revised Terms.

15. Damage Claims

15.1. Resolving Complaints and Damage Claims

If a Member provides valid evidence that you, your guest(s), or your pet(s) damaged the complaining Member’s real or personal property, or real or personal property the complaining Member is responsible for, including consequential damages, ("Damage Claim"), and the complaining Member can seek compensation under the Reservation contract. Matcha is not a party to the Reservation contract and enforcement of the Member’s rights are their responsibility and they may pursue any remedies they may have available under applicable law, including referral of the matter to a collections agency, and/or pursuit of available causes of action and/or claims. Members agree to cooperate in good faith, and take further reasonable action, in connection with claims under insurance policies, or other claims related to your provision or use of Host Services.

15.2. Matcha Mediation

Although Matcha is not responsible for enforcement of any Damage Claim, all users may use Matcha’s mediation services. To mediate a Damage Claim through Matcha reach out to [email protected].

16. Matcha’s Role

We offer you the right to use a platform that enables Members to publish, offer, search for, and book Host Services. We provide a mechanism to screen Guests based on their employer, as validated by such Guests’ corporate email address. While we work hard to ensure our Members have great experiences using Matcha, we do not and cannot control the conduct of Guests and Hosts. You acknowledge that Matcha has the right, but does not have any obligation, to monitor the use of the Matcha Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Matcha Platform (including for fraud prevention, risk assessment, investigation, and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement, or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Matcha administers its Terms and policies, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Matcha in good faith, and to provide Matcha with such information and take such actions as may be reasonably requested by Matcha with respect to any investigation undertaken by Matcha regarding the use or abuse of the Matcha Platform. Matcha is not acting as an agent for any Member except for where Matcha acts as a Payment Collections Agent. Matcha is not affiliated with any employer represented by a user of the Matcha Platform. Other than Property Management Employees, all users of Matcha who identify themselves as employees of a company for the purpose of verification are acting solely in their own capacity and no such user is acting as a representative of their employer.

17. Member Accounts

You must register an account to access and use many features of the Matcha Platform. Registration is only permitted for legal entities, partnerships, and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Matcha Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up to date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Matcha if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.

18. Disclaimer of Warranties

We provide the Matcha Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality, or suitability of any Guest, Host, Host Service, Listing, or third party; (ii) we do not warrant the performance or non-interruption of the Matcha Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified", "vetted" (or any similar language) indicate only that the Member or Listing or Matcha has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law.

19. Limitations on Liability

Neither Matcha (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Matcha Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Matcha Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Matcha Platform, or (iv) publishing or booking of a Listing, including the provision or use of Host Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Matcha has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for our obligation to transmit payments to Hosts under these Terms, in no event will Matcha’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Matcha Platform, any Content, or any Host Service, exceed: (A) to Guests, the amount you paid as a Guest during the 12-month period prior to the event giving rise to the liability, (B) to Hosts, the amount paid to you as a Host in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred US dollars ($100 USD).

These limitations of liability and damages are fundamental elements of the agreement between you and Matcha. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

20. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Matcha’s option), indemnify, and hold Matcha harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies, (ii) your improper use of the Matcha Platform, (iii) your interaction with any Member, stay at an Accommodation or other Host Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations, or third-party rights such as intellectual property or privacy rights.

21. Governing Law and Venue

Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (without giving effect to any principles of conflicts of law). You and we both consent to venue and personal jurisdiction in Toronto, Ontario.

22. No Class Actions or Representative Proceedings

If you are a resident of the Province of Quebec, the class action waiver in this Section do not apply to any legal proceeding you bring against Matcha in the Province of Quebec.

You and Matcha acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class-action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy, and only that claim, cause of action, or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action, or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action, or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

23. Miscellaneous

23.1 Other Terms Incorporated by Reference

Our Privacy Policy and other supplemental policies and terms linked to in these Terms apply to your use of the Matcha Platform, are incorporated by reference, and form part of your agreement with Matcha.

23.2 Interpreting these Terms

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Matcha and you pertaining to your access to or use of the Matcha Platform and supersede any and all prior oral or written understandings or agreements between Matcha and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Matcha. If any provision of these Terms is held to be invalid or unenforceable, will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms, it connotes an obligation with the same meaning as “shall.”

23.3 No Waiver

Matcha’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

23.4 Assignment

You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Matcha's prior written consent. Matcha may, without restriction, assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

23.5 Notice

Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Matcha via email, Matcha Platform notification, messaging service (including SMS and WeChat), or any other contact method we enable and you provide.

23.6 Third-Party Services

The Matcha Platform may contain links to third-party websites, applications, services, or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Matcha is not responsible or liable for any aspect of such Third-Party Services, and links to such Third-Party Services are not an endorsement.

23.7 Google Terms

Some areas of the Matcha Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

23.8 Matcha Platform Content

Content made available through the Matcha Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Matcha and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit any Content accessed through the Matcha Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Matcha grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Matcha Platform and accessible to you, solely for your personal and non-commercial use.

23.9 Force Majeure

Matcha shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labour or materials.

23.10 Emails and SMS

You will receive administrative communications from us using the email address or other contact information you provide for your Matcha account. Enrolment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have a Matcha account.

23.11 Contact Us

If you have any questions about these Terms, please email us at [email protected].