Terms of Use & EULA

1. Agreement to Terms

This Terms of Use and EndUser License Agreement (“Agreement”) govern your access to and use of the Micromatching website, mobile applications, and related services (collectively, the “Platform”). By creating an account, clicking “I Agree,” or using the Platform, you agree to be bound by this Agreement. If you do not agree, you must not use the Platform.

This Agreement is between you and Triovation Inc., operating as Micromatching, based in Calgary, Alberta, Canada (“Micromatching,” “we,” “us,” or “our”).

2. Definitions

• Brand: A business or individual using the Platform to create campaigns and pay influencers.
• Influencer: A user with public social media accounts (typically 1,000–25,000 followers) who participates in campaigns.
• User: Any person or entity using the Platform, including Brands and Influencers.
• Content: Any text, images, videos, audio, data, links, or other materials posted, uploaded, submitted, or otherwise made available through the Platform.
• Campaign: A marketing initiative created by a Brand within the Platform that Influencers can apply to and participate in.

3. Eligibility and Accounts

• You must be at least 18 years old or the age of majority in your province/territory to use the Platform.
• You agree to provide accurate, current, and complete information and to keep it updated.
• You are fully responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• You must notify us immediately of any unauthorized use of your account.

Micromatching may suspend or terminate your account if we believe any information you provided is inaccurate, misleading, or fraudulent.

4. Platform Role

Micromatching operates as a technology marketplace that connects Brands and Influencers. We do not create or control Brand campaigns or Influencer posts, and we are not a party to any contract between Brands and Influencers.

Accordingly:

• We do not guarantee any specific results, reach, engagement, sales, or revenue from any Campaign.
• We do not control or endorse any Content posted by Users.
• We do not act as employer, agent, or legal representative of any User. All Influencers are independent contractors.

5. Acceptable Use

You agree not to use the Platform to:

• Break any law or regulation (including the Canadian Competition Act and CASL).
• Post or share Content that is illegal, defamatory, harassing, hateful, obscene, or otherwise objectionable.
• Make false, misleading, or unsubstantiated claims about any product or service.
• Infringe anyone’s copyright, trademark, privacy, or other rights.
• Create fake accounts or use bots to inflate followers, likes, or engagement.
• Attempt to hack, disrupt, or interfere with the Platform or other users.
• Send spam or unauthorized commercial messages.[2][10][7]

Micromatching may remove Content or suspend/terminate accounts that violate this section.

6. Advertising & Disclosure Requirements

Influencer marketing in Canada is subject to the Competition Act and deceptive marketing rules.

Influencers must:

• Clearly and prominently disclose any material connection with a Brand (e.g., payment, free products, discounts).
• Use clear disclosure such as #ad, #sponsored, Paid partnership with [Brand], or similar wording so that an average viewer understands it is advertising.
• Place the disclosure where it is easily seen (e.g., not hidden after “more” or in a long hashtag list).

Brands must:

• Ensure their Campaign instructions and assets are truthful and not misleading.
• Avoid asking Influencers to hide or downplay the fact that a post is an ad.
• Approve influencer posts only if they comply with applicable advertising laws.

Failure by a Brand or Influencer to comply with these requirements is their responsibility, not Micromatching’s. Micromatching may remove noncompliant content or suspend accounts.

7. User Content & Ownership

• You retain whatever rights you have in Content you upload or post.
• By using the Platform, you grant Micromatching a non-exclusive, worldwide, royalty-free licence to host, use, display, reproduce, and share your Content only as needed to operate and promote the Platform (for example: showing your profile to Brands, displaying campaign posts inside the app, using anonymized screenshots as case studies).
• You confirm that you have all rights necessary to grant this licence and that your Content does not infringe any third-party rights.

8. Payments and Fees

• Micromatching is not a bank. Payments are handled through third-party Payment processors.
• Micromatching is not a bank or financial institution. Payments are handled via thirdparty payment processors.[8][11]
• Brands fund Campaigns through the Platform. Micromatching (or its payment processor) may hold these funds until Influencers complete agreed tasks.
• Influencers are paid for approved posts under terms shown in the Platform (e.g., flat $10/post during pilot, or other amounts later).
• Micromatching may take a commission or fee from amounts paid by Brands before paying Influencers, as explained in the Platform.[9] li>
• All fees are displayed in the Platform at the time of Campaign creation or acceptance. You are responsible for any taxes that apply to amounts you receive.[11]

Micromatching is not liable for:

• Chargebacks, payment reversals, or disputes between Users and payment processors.
• Failures, delays, or errors caused by payment processors.[12][13]

9. Relationship Between Users

Any arrangement between a Brand and an Influencer is directly between those two parties. Micromatching is not a party to those arrangements and is not responsible for:

• Whether Influencers actually complete posts as expected.
• Whether Brands pay Influencers outside of the Platform.
• Any promises made between a Brand and an Influencer in messages, emails, or external contracts.[3][11]

10. Indemnity

To the fullest extent permitted by law, you agree to indemnify and hold harmless Micromatching, its directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform.
• Your breach of this Agreement.
• Your violation of any law or regulation (including the Competition Act, CASL, or privacy laws).
• Your Content (including claims that it is false, misleading, defamatory, or infringes third-party rights).
• Any dispute between you and another User (Brand or Influencer).[3][11][14]

This means if your actions or Content cause us to be sued or fined, you will cover our losses, as allowed by law.

11. Disclaimer of Warranties

The Platform and all Content are provided on an “as is” and “as available” basis without any warranties of any kind, express or implied.[8][1]

Micromatching specifically does not warrant that:

• The Platform will be uninterrupted, secure, or error-free.
• Campaigns will achieve any particular result (reach, engagement, sales, followers, etc.).
• All Influencers or Brands are genuine, reliable, or legally compliant.

You use the Platform at your own risk.[1][3]

12. Limitation of Liability

To the maximum extent permitted by law:

• Micromatching is not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if we have been advised of the possibility of such damages.[1][3]
• Micromatching’s total liability to you for any claims arising out of or relating to the Platform or this Agreement shall not exceed the greater of: (a) CAD $100; or (b) the total amount you paid to Micromatching in the 12 months before the claim.[8][1]

Some provinces do not allow certain exclusions or limits of liability, so parts of this section may not apply to you. Nothing here limits your rights under applicable consumer protection laws.[15]

13. Termination

You may stop using the Platform at any time and may request account deletion by contacting us or using any in-app delete function (if available). Micromatching may suspend or terminate your access to the Platform, with or without notice, if:

• You breach this Agreement.
• We believe your conduct may harm Micromatching, other Users, or third parties.
• We stop offering the Platform.[8]

Upon termination, your right to use the Platform ends, but sections that are meant to survive (including intellectual property, payments, indemnity, and limitation of liability) will continue to apply.

14. Governing Law and Disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada, without regard to conflict of law rules.[8][15]

Any dispute arising from or relating to this Agreement or the Platform will be resolved in the courts of Alberta, and you consent to their jurisdiction. Where permitted, you agree to first try to resolve disputes informally by contacting us.

15. Changes to These Terms

We may update this Agreement from time to time. When we do, we will change the “Last Updated” date at the top. If the changes are significant, we may notify you by email or in-app notice. By continuing to use the Platform after changes take effect, you agree to the updated Terms.[1]

16. Contact