Terms and Conditions

These terms and conditions (“Agreement”) sets for the terms and conditions that apply to access and use of the Services (as defined below). This Agreement is a binding contract between UT Match, LLC (“UT Match”) and the individual (“Client”) that submits an order for the Services (“Order Form”). The Agreement is effective as of the date that Client submitted an Order Form (“Effective Date”). UT Match and Client may be referred to individually herein as a “Party” or collectively as the “Parties.”

This Agreement becomes binding and effective on Client upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order Form (“Effective Date”).

BEFORE ACCEPTING THIS AGREEMENT, CLIENT IS ADVISED TO CAREFULLY READ THE TERMS OF THIS AGREEMENT AND ANY APPLICABLE DOCUMENTATION. BY CLICKING TO ACCEPT THIS AGREEMENT, CLIENT (1) AGREES TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT AND (2) CONFIRMS THAT THE INDIVIDUAL ENTERING THIS AGREEMENT HAS AUTHORITY TO SO BIND CLIENT WITHOUT FURTHER ACTION BY CLIENT. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLIENT SHOULD NOT CLICK THE “AGREE” BUTTON AND THE SERVICES WILL NOT BE USABLE.

RECITALS

1. UT Match provides face-to-face encounter to Candidates, as agreed to by Client (each an “Introduction”), coaching, and dating services to Clients to enable them to meet other individuals (“Candidates”) for the purpose of dating and possibly entering into a long-term romantic relationship (collectively referred to as the “Services”); and
2. Client would like to engage wit UT Match to access and use the Services.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Engagement. Client hereby engages UT Match for the Services.
2. Services. Every Client will receive the following Services: (a) one year in UT Match’s Membership Pool; (b) Core Value Questionnaire; but (c) no guaranteed match. If a Client subscribes to the Gold Services, such Services are governed by the Gold Addendum. If a Client subscribes to the Platinum Services, such Services are governed by the Platinum Addendum. If a Client desires to engage UT Match for any additional Services, such Services are governed by the Additional Services Addendum. Client must be twenty-one (21) years of age to engage in the Services. 
3. Term. The term of this Agreement commences on the Effective Date and expires upon the earlier of: (a) if applicable, the date on which UT Match has arranged the maximum number of Introductions, or (b) twelve (12) months after Effective Date (“Term”).
4. Fee. In consideration for the Services, the Client shall pay the applicable fee as detailed in the Order Form (“Fees”). The Fees include the BCI, the Services for the applicable tier, and an initial interview with the Client. Client acknowledges that the Fees are non-refundable, except as otherwise set forth in this Agreement. 
5. Gift; Privacy Rights. If an individual other than Client paid the Fees on Client’s behalf, such individual acknowledges that: (a) such individual is not entitled to any information about Client’s access to or use of the Services; and (b) such payment is deemed a gift to Client that does not entitle any other person other than Client to use the Services. Client acknowledges that any partial payment or previous payment of the Fees does not waive UT Match’s rights to collect from Client any deficient payment or other amount owed to UT Match under this Agreement.
6. BCI. Client shall submit sufficient information to UT Match for UT Match to obtain a criminal background check on Client (“BCI”). Client hereby irrevocably consents and authorizes UT Match to process Client’s personal information to obtain a criminal background check. UT Match may refuse to provide the Services contingent upon the results of the BCI solely at UT Match’s discretion. 
7. Fraud Ban Notification. UT Match will notify any members of the Services if said member has received and responded to a message from a Banned Member (“Fraud Ban Notification”). A Fraud Ban Notification will include: (a) the Banned Member’s personal information, (b) a statement that the Banned Member may have been using a false identity or attempting to defraud members, (c) a statement that a member should not send money or personal financial information to any other member, and (d) an online link to information regarding ways to avoid online fraud or being defrauded by a member of the Services. A “Banned Member” is any member of the Services who, in UT Match’s reasonable judgment, is subject to a ban due to a significant risk said member has attempted or will attempt to obtain money from another user through fraudulent means.
8. Dating Safety Awareness. UT Match endeavors to provide the Services in a safe environment for all members. As part of this process, please take notice of the following:

• Communicating and getting to know an individual through the Services or any dating service may be risky. You should follow safety precautions when sharing information or meeting in person with any individual with which you have connected via the Services.
• You should use caution and avoid sharing your last name, email address, home address, phone number, place of work, social security number, details of your social media accounts (including handle or other moniker directed toward your social media profile), details of your daily routine, or other identifying information in your initial messages or communications with other members using the Services.
• If you decide to meet an individual in person after the initial Introduction with which you have connected via the Services, you should tell someone in your family or a friend where you are going and when you plan to return.
• You should provide your own transportation to and from any in-person date and meet in a public place with many people around.
• Be aware that, while prohibited by this Agreement, individuals may provide false information in their messages directly with you.
• You should block and report to UT Match any member whose behavior is suspicious, offensive, harassing, threatening, fraudulent, or involves a request for money or an attempt to sell a product or service. 

1. Protecting Yourself from Sexual Assault and Dating Violence.

• Engaging in sexual conduct without the other person’s consent is a criminal act subject to prosecution.
• If you are a victim or survivor of sexual or intimate partner violence by someone you met on the Services, you are not to blame! If you are a victim or survivor of such an incident, you should (1) seek support through national or local hotlines and service, and (2) report the incident to UT Match and to law enforcement. 
• Please note that reporting criminal activity, including sexual assault and other dating violence, may help prevent a perpetrator of a rape or assault from hurting or continuing to hurt others. Such reports help UT Match act against a perpetrating member to help prevent further harm. 

1. Protecting Yourself from Financial Crimes.

• You should stop communicating with any individual who pressures you for personal or financial information or attempts to trick you into revealing personal or financial information.
• You should not send money via any mean, especially via wire transfer, to any individual you meet through the Services or otherwise in an online forum, even if the individual claims to be experiencing an emergency.
• If you are a victim or survivor of a financial crime by someone you met through the Services, you are not to blame! If you are a victim or survivor of such an incident, you should (1) seek support through national or local hotlines and service, and (2) report the incident to UT Match.
• Please note that reporting criminal activity, including financial crimes, may help prevent a perpetrator of other financial crimes from hurting or continuing to hurt others. Such reports help UT Match act against a perpetrating member to help prevent further harm.

1. Client Information. Client shall provide full and accurate information about Client’s background and current status, and hereby consents to UT Match conducting reasonable investigations with respect thereto. Client shall keep all information accurate and up-to-date during the Term. Client grants to UT Match a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and fully sublicensable right (including any moral rights) and license to use, store, copy, distribute, publicly perform, communicate to the public, host, stream, publicly display, modify and create derivative works of any and all content, images, videos, or other materials you transfer to UT Match (“Your Content”) for any and all UT Match business purposes, including to operate and provide the Services. Client represents and warrants that Client has all rights necessary to grant the rights and licenses granted to UT Match under this Agreement. This license to UT Match of Your Content includes UT Match’s right to provide Your Content to other members of the Service for purposes of a Fraud Ban Notification.
2. Freeze Period. Notwithstanding the foregoing, before the end of a Term, Client may place a hold on the remainder of the Term, for no additional charge, up to one (1) calendar year (the “Freeze Period”) by giving UT Match a written notice (“Freeze Notice”) that the Client is suspending the Services until the later of: (a) Client rescinding the Freeze Period by giving UT Match written notice, or (b) the conclusion of the Freeze Period. The Freeze Notice must include both the Freeze Period start date and reactivation date. Such suspension may be for any reason (for example, travel, or if Client has met an individual who may be satisfactory, or otherwise does not have an immediate need for the Services). The Freeze Notice may be given any number of times during the Term (or extended Term through the Freeze Period). During the Freeze Period, UT Match is not obligated to provide any ongoing Services to Client. The Client acknowledges that the Term will not extend beyond the Freeze Period.
3. Termination.  
4. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLIENT MAY TERMINATE THIS AGREEMENT FOR CONVENIENCE BY NOTIFYING UT MATCH IN WRITING WITHIN SEVENTY-TWO (72) HOURS OF THE EFFECTIVE DATE by email to lynnspru@gmail.com (“Termination Period”). Within ten (10) days of such timely termination, UT Match will refund the entire Fee. After the Termination Period, cannot terminate the Agreement. 
5. UT Match may terminate this Agreement at any time (i) upon UT Match’s good faith belief that UT Match cannot satisfactorily accomplish the minimum number of Introductions, in which case UT Match will retain fifteen percent (15%) of the Fees and refund the Client a pro rata portion of the remaining Fees, based on the deficiency in the number of Introductions actually made in relation to the minimum number of Introductions required under the applicable Services; or (ii) without any refund in the event of: (1) any material breach of this Agreement, including misstatements or incorrect information provided by the Client; (2) if UT Match receives a written complaint from a Candidate concerning the Client’s inappropriate behavior. 
6. Provided Client is in compliance with all material terms of this Agreement, if UT Match has failed to provide a minimum number of Introductions as required under the applicable Services, the Client may terminate this Agreement upon written notice to UT Match and UT Match’s failure to cure such situation for ten (10) days after written notice. Upon such termination, UT Match shall reimburse Client, as the Client’s sole and exclusive remedy, for a pro rata portion of the Fees, based on the number of months remaining in the Term or, if less, based on the deficiency in the number of Introductions actually made in relation to the minimum number of Introductions required under under the applicable Services. 
7. If Client relocates his/her permanent residence to more than twenty-five (25) miles away from the Service Area, Client shall inform UT Match in writing within one (1) month of moving. Client may terminate the Agreement after such notice and UT Match will reimburse Client, as Client’s sole and exclusive remedy, a pro rata portion of the Fees, based on the number of months remaining in the Term.
8. Conduct. Client acknowledges and consents that: (a) you are solely responsible for your conduct and for the information you provide to UT Match or transmit to other members; (b) UT Match reserves the right, but has no obligation, to monitor disputes between you and other members; (c) you shall not transmit to other members or UT Match employees any defamatory, inaccurate, abusive, profane, offensive, sexually oriented, threatening, harassing, racially offensive, illegal material that infringes or violates third-party’s rights; (d) you shall not use the Services in a manner inconsistent with any applicable laws and regulations; (e) you will not impersonate any person or entity; (f) you will not harvest or collect personal information about other members, whether or not for commercial purposes, without their express consent; and (g) if UT Match reaches out to you with a potential match, a question, or email but do not receive a response within (2) two weeks, UT Match may assume that you are no longer interested in our Services and may cancel your membership, including this Agreement, without refund. Client shall notify UT Match in writing if Client will be unavailable for correspondence for any reason. Failure to observe all rules detailed in this Agreement may result in termination without refund. Client shall openly and respectifully communicate with any match, including refraining from “ghosting,” defined as intentionally cutting communication with a match or not showing up for a date without explanation or closure. UT Match may assist with communication if given timely notice (within 24 hours). 
9. Travel. Client is willing to travel as far as 75 miles to meet with qualified Candidates unless otherwise agreed to in writing by the Parties.
10. Service Area. UT Match can service Clients and provide qualified Candidates in the following area/cities/counties/states/countries (“Service Area”): Utah County, Utah, Salt Lake County, Utah, and Davis County, Utah. UT Match may update the Service Area through written notice to Client.
11. Client Representations. Client represents that: (a) it is engaging UT Match solely to seek a Candidate for dating and possibly entering into a long-term relationship, and not for any monetary gain or immoral or illegal purpose; (b) Client is at least 21 years of age; and (c) Client is not in breach of any other agreement or understanding by entering into this Agreement.
12. Confidentiality. UT Match and Client acknowledge that all information furnished to it by the other party, or to which it has access under this Agreement, is confidential and proprietary information (“Confidential Information”) of the disclosing party and remains the sole and exclusive property of the disclosing party. Each party shall keep all Confidential Information confidential and not divulge any Confidential Information to any third party without the disclosing party’s prior written consent. If the receiving party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the receiving party shall: (a) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy or waive its rights under this Agreement; and (b) provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing party waives compliance or, after providing the notice and assistance required under this Section, the receiving party remains required by law to disclose any Confidential Information, the receiving party shall disclose only that portion of the Confidential Information that the receiving party is legally required to disclose.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR THE OTHER PARTY’S LOST REVENUES, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, PROPERTY DAMAGE, OR MENTAL, PHYSICAL, OR EMOTIONAL DAMAGE, EVEN IF SUCH PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. UT MATCH’S (AND ITS AFFILIATES’) TOTAL CUMULATIVE LIABILITY TO CLIENT OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO UT MATCH BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Client hereby waives any claim or any right to seek damages and attorney fees which might arise from any and all actions, intentional or unintentional, whether of omission or commission, or the negligence of UT Match or its employees, representatives, or agents or third-party services.
14. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES AND COVENANTS SET FORTH IN HEREIN, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UT MATCH DOES NOT WARRANT THAT CLIENT'S USE OF THE SERVICES WILL SATISFY CLIENT'S REQUIREMENTS OR SPECIFICATIONS, INCLUDING RESULTING IN ANY SUCCESSFUL RELATIONSHIPS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UT MATCH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Client is solely responsible for the selection of Candidates presented by UT Match for Introductions and for the outcome of all Introductions. Client understands that the performance of UT Match’s Services is deemed satisfied upon such Introductions. Accordingly, UT Match makes no representation or warranty concerning the Introductions and Client acknowledges that Client shall not rely on any investigations by UT Match or other due diligence by UT Match into the background of any Candidate, nor will UT Match represent, warrant, or guarantee the accuracy of any statement made by or on behalf of any Candidate, nor will UT Match be liable for any inaccuracy in any description of a Candidate made by UT Match unless UT Match had actual knowledge of such inaccuracy. Accordingly, Client hereby releases and and will fully indemnify UT Match from all claims, actions, causes of action, costs, expenses, damages, loss and liability arising out of or resulting from any Introductions, regardless of the reasons therefore, including claims for personal injury. Client assumes all risks involved with social interactions referred to by UT Match.
15. Intellectual Property. All materials, content, processes, systems, branding, course materials, proprietary methods, proprietary information, and other intellectual property (“Intellectual Property”) created, owned, or provided by UT Match, including but not limited to the “First Date to Forever™” relationship readiness course©, and The Dating Registry℠, remain the sole and exclusive property of UT Match. UT Match grants Client a limited, non-transferable, and revocable license to access and use the Intellectual Property solely for personal, non-commercial purposes as part of the Services. Any reproduction, distribution, sharing, displaying, transmitting, publishing, or use of the Intellectual Property outside its intended purpose is strictly prohibited without prior written consent from UT Match. 
16. Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, the parties shall first attempt to resolve the matter informally through good-faith discussions. If the parties are unable to reach a mutually satisfactory resolution within (30) thirty days of the initial written notice of the dispute, the parties may proceed with any matter in mutually-binding arbitration in the Salt Lake County, Utah, with a mutually agreed-upon arbitrator, each party bearing its own costs and fees associated with such arbitration.
17. Force Majeure. UT Match will not be held liable or responsible for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond the reasonable control of the party, including, but not limited to, acts of God, natural disasters, pandemics, government restrictions, war, terrorism, or other unforeseen and uncontrollable events. 
18. Miscellaneous. Utah law governs the construction and interpretation of this Agreement. There are no representations, promises or agreements of any kind relating to the subject matter of this Agreement except as set forth herein, it being understood that any representations, promises, or agreements previously made have been merged into this document. This Agreement may not be amended or modified orally, but only by way of writing signed by both parties. In the event any portion of the Agreement is found to be in violation of any law or government rule, regulation, or ordinance, such portion will be deemed stricken and the remainder of this Agreement is enforceable to the fullest extent permissible by law.

 Gold Services Addendum

UT Match’s Gold Services include the following: 

1. Everything in the Member Services;
2. consulting with Client to determine the personal qualities and other criteria for an acceptable Candidate (“Personality Questionnaire”); 
3. bio and profile assistance;
4. a professional headshot;
5. searching for and referring to the Client those individuals who appear to be qualified based on the Personality Questionnaire; 
6. introducing the Client to Candidates; 
7. four (4) sessions with our dating coach; 
8. two guaranteed (2) Introductions;
9. participation in UT Match’s dating communication course; 
10. advising the Client, to the extent requested by the Client throughout the Term and deemed by UT Match to be appropriate, on matters such as dating and relationships; and 
11. continuing to consult with the Client to modify and refine the Client’s criteria. 

Client shall provide UT Match with feedback within one (1) week after each contact with a Candidate and otherwise reasonably cooperate with UT Match throughout the Term so that the Client may receive the benefit of UT Match’s Services. 

Platinum Services Addendum

UT Match’s Platinum Services include the following: 

1. everything in the Member and Gold Services;
2. curated white glove services to optimize all dating needs;
3. three (3) guaranteed Introductions;
4. unlimited sessions with our dating coach;
5. personalized date planning;
6. participation in UT Match’s long-term compatabiility course; 
7. advising the Client, to the extent requested by the Client throughout the Term and deemed by UT Match to be appropriate, on matters such as dating and relationships; and 
8. continuing to consult with the Client to modify and refine the Client’s criteria. 

Client shall provide UT Match with feedback within one (1) week after each contact with a Candidate and otherwise reasonably cooperate with UT Match throughout the Term so that the Client may receive the benefit of UT Match’s Services. 

Additional Services Addendum

UT Match offers the following additional services that Client may purchase as part of any membership tier:

1. Additional dating and coaching services.
2. Social Media Spotlight Consent. Client may opt in to be featured on UT Match’s social media platforms or pay to have their profile boosted. Participation is voluntary and can be revoked at any time with written notice by email. UT Match will respect the Client’s privacy and maintain discretion.
3. Extraordinary Expenses. There may be instances in which the Client’s criteria for a Candidate and the geographic range of choice Candidates would require UT Match to incur expenses in addition to those contemplated by the base Fees. These additional expenses may include but are not limited to the cost of media placement, travel outside the region and referral fees. 

Client shall pay UT Match additional fees in amounts agreed on by the parties for any additional services. Client is not required to purchase additional services as a condition of entering into the Agreement. Client and UT Match will both sign and date an addendum to the Agreement for any additional services.