Jane Doe v. Match.com

Filing 11

NOTICE OF MOTION AND MOTION to Dismiss for Improper Venue or, Alternatively, to Transfer Venue; Memorandum of Points and Authorities; Declaration of Sharmistha Dubey filed by Defendant Match.com. Motion set for hearing on 6/20/2011 at 01:30 PM before Judge Stephen V. Wilson. (Attachments: # 1 Proposed Order)(Laska, Joseph)

1
2
3
4
5
6
7

MANATT, PHELPS & PHILLIPS, LLP
ROBERT H. PLATT (Bar No. 108533)
Email: [e-mail]
JOSEPH E. LASKA (Bar No. 221055)
Email: [e-mail]
11355 West Olympic Boulevard
Los Angeles, California 90064-1614
Telephone: [phone]
Facsimile: [phone]
Attorneys for Defendant
MATCH.COM, LLC,
erroneously sued as Match.com

8
9

UNITED STATES DISTRICT COURT

10

FOR THE CENTRAL DISTRICT OF CALIFORNIA

11
12

JANE DOE, individually, and on
behalf of all others similarly situated,

13
14
15

Plaintiff,
vs.
MATCH.COM,

16

Defendant.

17
18
19

Case No. CV11-3795 SVW (JEMx)
Hon. Stephen V. Wilson
Filed as Class Action
NOTICE OF MOTION AND
MOTION TO DISMISS FOR
IMPROPER VENUE OR,
ALTERNATIVELY, TO TRANSFER
VENUE; MEMORANDUM OF
POINTS AND AUTHORITIES;
DECLARATION OF SHARMISTHA
DUBEY

20

(Fed. R. Civ. P. 12(b)(3) and
28 U.S.C. §§ 1404(a), 1406(a).)

21

Proposed Order lodged concurrently.

22
23

Hearing Date:
Hearing Time:
Courtroom:

June 20, 2011
1:30 p.m.
6

24

Action filed:

April 13, 2011

25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

NOTICE OF MOTION AND MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

PLEASE TAKE NOTICE that on June 20, 2011, at 1:30 p.m. in Courtroom

2

6, Defendant Match.com, LLC (“Match”) will and does move this Court for an

3

order dismissing this action for improper venue or, alternatively, transferring this

4

action to the U.S. District Court for the Northern District of Texas, Dallas Division.

5

This motion is brought under Federal Rule of Civil Procedure 12(b)(3) and

6

28 U.S.C. §§ 1404(a) and 1406(a). This Motion is based on this Notice of Motion

7

and Motion, the attached Memorandum of Points and Authorities, the attached

8

Declaration of Sharmistha Dubey, all papers on file with the Court, and all evidence

9

and argument presented at or before the hearing on this motion.

10
11

This motion is made following the conference of counsel under Local Rule
7-3 that took place on May 4, 2011.

12
13

Dated: May 6, 2011

14

MANATT, PHELPS & PHILLIPS, LLP
ROBERT H. PLATT
JOSEPH E. LASKA

15
16

By: /s/ Joseph E. Laska
Joseph E. Laska
Attorneys for Defendant
MATCH.COM, LLC,
erroneously sued as Match.com

17
18
19
20
21
22
23
24
25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

1

NOTICE OF MOTION AND MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22

TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT ............................................................................... 1
STATEMENT OF FACTS ........................................................................................ 2
A.
The User Agreement between Plaintiff and Match Requires That
“Any Dispute” Arising Out of Match’s Website or Service Must
Be Commenced in Dallas County, Texas. ............................................ 2
B.
This Action Arises out of Match’s Website and Service...................... 3
ARGUMENT............................................................................................................. 4
I.
THIS ACTION SHOULD BE DISMISSED UNDER RULE 12(B)(3)
AND SECTION 1406(A)................................................................................ 4
A.
Forum Selection Clauses Are Presumptively Valid ............................. 4
B.
The User Agreement’s Forum Selection Clause Is Valid..................... 5
C.
Plaintiff Cannot Avoid Enforcement of the Forum Selection
Clause.................................................................................................... 7
1.
Plaintiff Cannot Show That the Forum Selection Clause Is
the Product of Fraud or Overreaching ........................................ 7
2.
Plaintiff Cannot Show That She Would Be Deprived of
Her Day in Court ........................................................................ 8
3.
Plaintiff Cannot Show That Enforcement of the Forum
Selection Clause Would Contravene a Strong Public
Policy of California..................................................................... 9
D.
The Court Should Dismiss the Complaint ............................................ 9
II.
ALTERNATIVELY, THE COURT SHOULD TRANSFER THIS
ACTION TO THE NORTHERN DISTRICT OF TEXAS ON
CONVENIENCE GROUNDS ...................................................................... 10
A.
Venue Is Proper in the Northern District of Texas ............................. 11
B.
This Action Could Have Been Commenced in the Northern
District of Texas.................................................................................. 11
C.
Transfer Will Serve the Convenience of the Parties and
Witnesses, and Will Promote the Interests of Justice ......................... 11
CONCLUSION........................................................................................................ 13

23
24
25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

i

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

TABLE OF AUTHORITIES

2

Page

3

CASES

4

A.J. Indus., Inc. v. United States Dist. Ct.,
503 F.2d 384 (9th Cir. 1974) .............................................................................. 11

5
6
7
8
9
10
11

Alexander v. Franklin Res., Inc.,
No. C 06-7121 SI, 2007 U.S. Dist. LEXIS 19727 (N.D. Cal. Feb. 14,
2007) ................................................................................................................... 12
Alltrade, Inc. v. Uniweld Prods., Inc.,
946 F.2d 622 (9th Cir. 1991) .............................................................................. 12
Angelotti v. RW Prof’l Leasing Servs. Corp.,
105 F.3d 664, 1996 U.S. App. LEXIS 33387 (9th Cir. 1996) ............................. 7

12

Applied Med. Distribution Corp. v. Surgical Co. BV,
587 F.3d 909 (9th Cir. 2009) ................................................................................ 9

13

Argueta v. Banco Mexicano, S.A.,
87 F.3d 320 (9th Cir. 1996) .........................................................................passim

14
15
16
17
18
19

Brodsky v. Match.com LLC,
2009 U.S. Dist. LEXIS 101167 (S.D.N.Y. Oct. 28, 2009) .............................. 1, 7
Cariajano v. Occidental Petroleum Corp.,
626 F.3d 1137 (9th Cir. 2010)............................................................................ 11
Carnival Cruise Lines, Inc. v. Shute,
499 U.S. 585 (1991) ........................................................................................ 4, 8

20

Commodity Futures Trading Comm’n v. Savage,
611 F.2d 270 (9th Cir. 1979) .............................................................................. 10

21

Cont’l Grain Co. v. Barge FBL-585,
364 U.S. 19 (1960) ............................................................................................. 10

22
23
24
25

Decker Coal Co. v. Commonwealth Edison Co.,
805 F.2d 834 (9th Cir. 1986) .............................................................................. 12
Docksider, Ltd. v. Sea Technology, Ltd.,
875 F.2d 762 (9th Cir. 1989) ................................................................................ 9

26

Doe 1 v. AOL LLC,
552 F.3d 1077 (9th Cir. 2009).............................................................................. 5

27

Goodyear Tire & Rubber Co. v. McDonnell Douglas Corp.,
820 F. Supp. 503 (C.D. Cal. 1992)..................................................................... 10

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

ii

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

TABLE OF AUTHORITIES
(continued)

2
3
4

Page
Hertz Corp. v. Friend,
130 S.Ct. 1181 (2010) ........................................................................................ 11

5

Jones v. GNC Franchising, Inc.,
211 F.3d 495 (9th Cir. 2000) ........................................................................11, 12

6

Kelly v. Qualitest Pharm., Inc.,
No. F06-116-AW-ILJO, 2006 U.S. Dist. LEXIS 65814 (E.D. Cal. Aug.
31, 2006)............................................................................................................... 2

7
8
9
10
11

Koster v. (Am.) Lumbermens Mut. Cas. Co.,
330 U.S. 518 (1947) ........................................................................................... 12
M/S Bremen v. Zapata Off-Shore Co.,
407 U.S. 1 (1972) ............................................................................................. 4, 7

12

Manetti-Farrow, Inc. v. Gucci Am., Inc.,
858 F.2d 509 (9th Cir. 1988) ............................................................................ 4, 8

13

Mazzola v. Roomster Corp.,
No. CV 10-5954, 2010 U.S. Dist. LEXIS 127879 (C.D. Cal. Nov. 30,
2010) ..................................................................................................................... 6

14
15
16
17
18
19
20
21

Meier v. Midwest Recreational Clearinghouse LLC,
No. 210-CV-01026, 2010 U.S. Dist. LEXIS 68949 (E.D. Cal. July 12,
2010) ..................................................................................................................... 5
Moses v. Bus. Card Express, Inc.,
929 F.2d 1131 (6th Cir. 1991).............................................................................. 7
Murphy v. Schneider Nat’l, Inc.,
362 F.3d 1133 (9th Cir. 2004).......................................................................... 2, 8

22

N. Cal. Dist. Council of Laborers v. Pittsburgh-Des Moines Steel Co.,
69 F.3d 1034 (9th Cir. 1995) ................................................................................ 5

23

Pelleport Investors, Inc. v. Budco Quality Theatres, Inc.,
741 F.2d 273 (9th Cir. 1984) ............................................................................ 5, 8

24
25
26
27

Pfeiffer v. Himax Techs., Inc.,
530 F. Supp. 2d 1121 (C.D. Cal. 2008).............................................................. 12
Phillips v. Audio Active Ltd.,
494 F.3d 378 (2d Cir. 2007) ................................................................................. 5

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

iii

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

TABLE OF AUTHORITIES
(continued)

2
3
4
5
6
7
8
9
10
11

Page
Powerex Corp. v. Reliant Energy Servs.,
551 U.S. 224 (2007) ............................................................................................. 5
Pratt v. Silversea Cruises, Ltd.,
No. C 05-0693 SI, 2005 U.S. Dist. LEXIS 14339 (N.D. Cal. July 13,
2005) ..................................................................................................................... 4
Radian Int’l, LLC v. Alpina Ins. Co.,
No. C-04-4537 SC, 2005 WL 1656884 (N.D. Cal. July 14, 2005).................. 5, 9
Richards v. Lloyd’s of London,
135 F.3d 1289 (9th Cir. 1998).............................................................................. 8
Riley v. Kingsley Underwriting Agencies, Ltd.,
969 F.2d 953 (10th Cir. 1992).............................................................................. 7

12

Rodriguez v. PepsiCo Long Term Disability Plan,
716 F. Supp. 2d 855 (N.D. Cal. 2010).................................................................. 6

13

Stewart Org., Inc. v. Ricoh Corp.,
487 U.S. 22 (1988) ............................................................................................. 12

14
15
16
17
18
19

Swenson v. T-Mobile USA, Inc.,
415 F. Supp. 2d 1101 (S.D. Cal. 2006) ................................................................ 9
United States v. Drew,
259 F.R.D. 449 (C.D. Cal. 2009) ......................................................................... 5
Van Dusen v. Barrack,
376 U.S. 612 (1964) ........................................................................................... 10

20

Walker v. Carnival Cruise Lines,
63 F. Supp. 2d 1083 (N.D. Cal. 1999)................................................................ 10

21

STATUTES

22

28 U.S.C. § 1332(d)................................................................................................. 11

23

28 U.S.C. § 1391(a)(1) ............................................................................................ 11

24

28 U.S.C. § 1404(a) .................................................................................1, 10, 12, 13

25

28 U.S.C. § 1406(a) ..........................................................................................passim

26

Civil Code § 1770(a)(10)........................................................................................... 3

27

RULES

28

Fed. R. Civ. P. 12(b)(3) ...............................................................................1, 2, 9, 13

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

iv

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

MEMORANDUM OF POINTS AND AUTHORITIES

2

PRELIMINARY STATEMENT

3

Plaintiff Jane Doe filed this putative class action against online dating service

4

provider Match.com, LLC (“Match”), on behalf of herself and other female

5

members of Match, in California state court. Yet all members of Match—including

6

Plaintiff—have entered into a Terms of Use Agreement (the “User Agreement”)

7

that requires that “any dispute arising out of the [Match] Website and/or the

8

[Match] Service” be commenced in Dallas, Texas, where Match is based.

9

Accordingly, the Court should dismiss this case for improper venue or, in the

10

alternative, transfer this action to the Northern District of Texas.

11

The User Agreement’s forum selection clause is valid and presumptively

12

enforceable. In fact, the very same clause has already been enforced by another

13

federal district court in another putative nationwide class action. See Brodsky v.

14

Match.com LLC, 2009 U.S. Dist. LEXIS 101167, at *7 (S.D.N.Y. Oct. 28, 2009).

15

Plaintiff cannot meet the heavy burden required to avoid this contractually agreed-

16

upon forum, and this case therefore should be dismissed under Fed. R. Civ. P.

17

12(b)(3) and 28 U.S.C. § 1406(a).

18

Alternatively, under 28 U.S.C. § 1404(a), this action should be transferred to

19

the Northern District of Texas because it is the most convenient forum. Match’s

20

headquarters—and all of its likely witnesses—are based in Dallas, Texas. And

21

because this is a putative nationwide class action, no deference should be accorded

22

to Plaintiff’s decision to file suit in California.

23
24
25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

1

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

STATEMENT OF FACTS1

1
2

A.

3

The User Agreement between Plaintiff and Match Requires That “Any
Dispute” Arising Out of Match’s Website or Service Must Be
Commenced in Dallas County, Texas.

4

Match is a Dallas, Texas-based company that operates the online dating

5

service known as Match.com. Through its website (www.match.com, the

6

“Website”), Match enables single adults to register as members or subscribers and

7

meet other members and subscribers online.2 Before using the Match service,

8

Plaintiff and every putative class member was required to first agree to the terms of

9

the User Agreement. (Declaration of Sharmistha Dubey (“Dubey Decl.”) ¶¶ 8-9

10

and Exhibits A and B.)

11

Plaintiff and all putative class members knowingly entered into the User

12

Agreement and accepted its terms. (Dubey Decl. ¶ 9.) As an express condition of

13

use of the Website and the Match service, Match requires each user, including

14

Plaintiff and each putative class member, to check a box on the Website affirming,

15

“I agree to the Match.com terms of use.” (Id.) The phrase “terms of use” is

16

hyperlinked to a complete copy of the User Agreement. (Id. and Exhibits A and B.)

17

The first paragraph of the User Agreement states: “If you object to anything

18

in this Agreement or the Match.com Privacy Policy, do not use the Website or

19

the Service.” (Dubey Decl., Exhibit A (emphasis in original).)

20
21

The User Agreement contains a short, clear, mandatory forum selection
clause, which reads as follows:

22
23
24
25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

1

In deciding a Rule 12(b)(3) motion based on a forum selection clause, a court
need not accept the factual allegations in the complaint as true. Argueta v. Banco
Mexicano, S.A., 87 F.3d 320, 324 (9th Cir. 1996). Further, “the court may consider
supplemental written materials and consider facts outside the pleadings.” Kelly v.
Qualitest Pharm., Inc., No. F06-116-AW-ILJO, 2006 U.S. Dist. LEXIS 65814, at
*7 (E.D. Cal. Aug. 31, 2006) (citing Murphy v. Schneider Nat’l, Inc., 362 F.3d
1133, 1137 (9th Cir. 2004)).
2
Subscribers are paying users who have full access to Match’s service. Members
are non-paying users who can avail themselves of only certain aspects of Match’s
service. (Dubey Decl. ¶ 7.) Both members and subscribers must agree to Match’s
User Agreement as a condition of using the Website. (Dubey Decl. ¶ 9.)
300250714.4

2

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

23. Jurisdiction and Choice of Law. If there is any
dispute arising out of the Website and/or the Service, by
using the Website, you expressly agree that any such
dispute shall be governed by the laws of the State of
Texas, without regard to its conflict of law provisions,
and you expressly agree and consent to the exclusive
jurisdiction and venue of the state and federal courts of
the State of Texas, in Dallas County, for the resolution of
any such dispute.

2
3
4
5
6

(Dubey Decl., Exhibit A (italics added).)

7

Thus, by assenting to the User Agreement, Plaintiff, along with millions of

8

others from all over the United States (and from outside the U.S. as well), explicitly

9

agreed that the state and federal courts in Dallas County, Texas—where Match is

10

headquartered—would be the exclusive venue for the resolution of any dispute

11

arising out of the Website or Match’s service.

12

B.

This Action Arises out of Match’s Website and Service.

13

Plaintiff filed this putative class action in the Los Angeles County

14

Superior Court on April 13, 2011. Match timely removed the action to this Court

15

on May 3, 2011. (Docket No. 1.)

16

Plaintiff’s action arises out of her use of the Website. Plaintiff alleges that

17

she was sexually assaulted by a man whom she met using Match’s service, and that

18

this man had been previously convicted of sexual assault. (Compl. ¶¶ 3, 19-20.)

19

Plaintiff further alleges that Match does not screen its members to determine

20

whether they have been previously convicted of sexual offenses. (Id. ¶¶ 2, 4, 5.)

21

Plaintiff seeks to certify the following class: “all similarly situated females

22

who have been Match’s members from August 2010 to present and have been

23

exposed to the danger associated with Match allowing registered sexual predators to

24

become its members.” (Compl. ¶ 9.) On behalf of herself and this proposed class,

25

she asserts a single claim for injunctive relief under Civil Code Section 1770(a)(10)

26

for failure to “institute basic inexpensive screening processes to weed out known

27

registered sex offenders.” (Compl. ¶ 24.) Plaintiff seeks “[a]n injunction

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

3

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

prohibiting [Match] from signing up further members until such basic screening is

2

implemented,” plus her attorney’s fees. (Id., Prayer for Relief, p. 7.)

3

In the Complaint, Plaintiff does not dispute that she entered into the User

4

Agreement or that the User Agreement is a valid and enforceable agreement. To

5

the contrary, Plaintiff alleges the existence of the User Agreement in her

6

Complaint.3 (Compl. ¶ 5.)

7

ARGUMENT

8

I.
THIS ACTION SHOULD BE DISMISSED UNDER RULE 12(b)(3) AND
SECTION 1406(a).

9
10

A.

11

Forum Selection Clauses Are Presumptively Valid.
“Forum selection clauses are prima facie valid, and are enforceable absent a

12

strong showing by the party opposing the clause ‘that enforcement would be

13

unreasonable or unjust, or that the clause [is] invalid for such reasons as fraud or

14

overreaching.’” Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509, 512 (9th

15

Cir. 1988) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972)).

16

Once venue is challenged, the plaintiff bears the burden of establishing that her

17

chosen venue is proper. See Pratt v. Silversea Cruises, Ltd., No. C 05-0693 SI,

18

2005 U.S. Dist. LEXIS 14339, at *3 (N.D. Cal. July 13, 2005). That burden is a

19

heavy one: the plaintiff must “show that trial in the contractual forum would be so

20

gravely difficult and inconvenient that he will for all practical purposes be deprived

21

of his day in court.” Manetti-Farrow, 858 F.2d at 515 (quoting Bremen, 407 U.S.

22

at 18); see also Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 325 (9th Cir. 1996).

23

A forum selection clause binds the parties even where it appears in a form

24

consumer contract that was not subject to negotiation. See Carnival Cruise Lines,

25

Inc. v. Shute, 499 U.S. 585, 589-95 (1991), superseded by statute on other grounds.

26

3

27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

Plaintiff alleges that Section 7 of the User Agreement—advising that Match does
not screen its members’ backgrounds—should be invalidated as a “one-sided
exculpatory provision.” (Compl. ¶ 5.) Setting aside the lack of merit of Plaintiff’s
legal assertion, the provision that Plaintiff seeks to invalidate is unrelated to the
forum selection clause.

300250714.4

4

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

This is equally true of forum selection clauses contained in so-called “click-wrap”

2

agreements, whereby “a user accepts a website’s terms and conditions” as a

3

condition of using a website, as Plaintiff and all putative class members did here.

4

Meier v. Midwest Recreational Clearinghouse LLC, No. 210-CV-01026, 2010 U.S.

5

Dist. LEXIS 68949, at *5 (E.D. Cal. July 12, 2010). “Such agreements ‘have

6

routinely been upheld by circuit and district courts.’” Id. (quoting United States v.

7

Drew, 259 F.R.D. 449, 462 (C.D. Cal. 2009) (Wu, J.)).

8

B.

9

The User Agreement’s Forum Selection Clause Is Valid.
A forum selection clause is presumptively valid where (1) it is mandatory,

10

not permissive, (2) it was reasonably communicated to the party resisting

11

enforcement, and (3) the plaintiff’s claims are subject to the clause. See Phillips v.

12

Audio Active Ltd., 494 F.3d 378, 383 (2d Cir. 2007).4 If these threshold

13

requirements are met, then the clause is presumptively enforceable. Id.; see also

14

Doe 1 v. AOL LLC, 552 F.3d 1077, 1083 (9th Cir. 2009) (“A forum selection clause

15

is presumptively valid.”). All three requirements are easily met in this case.

16

First, the forum selection clause is mandatory by its terms. It states that

17

Dallas County, Texas, is the “exclusive” venue for the resolution of any disputes

18

arising out of the Website or Match’s service. See N. Cal. Dist. Council of

19

Laborers v. Pittsburgh-Des Moines Steel Co., 69 F.3d 1034, 1037 (9th Cir. 1995)

20

(“To be mandatory, a clause must contain language that clearly designates a forum

21

as the exclusive one.”); Pelleport Investors, Inc. v. Budco Quality Theatres, Inc.,

22

741 F.2d 273 (9th Cir. 1984) (holding that a provision stating that all disputes “shall

23

be litigated only in the Superior Court for Los Angeles, California” is an

24

enforceable forum selection clause), overruled on other grounds by Powerex Corp.

25

v. Reliant Energy Servs., 551 U.S. 224 (2007); Radian Int’l, LLC v. Alpina Ins. Co.,

26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

4

The Ninth Circuit—unlike the Second Circuit—has not explicitly articulated such
a three-part test. Nonetheless, the case law from the Ninth Circuit variously
addresses these three factors when determining whether a forum selection clause is
presumptively valid.

300250714.4

5

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

No. C-04-4537 SC, 2005 WL 1656884, at *2 (N.D. Cal. July 14, 2005) (holding

2

that a forum selection clause providing that “any resolution to a dispute . . . shall be

3

held in Beirut, Lebanon” was mandatory and enforceable).

4

Second, the forum selection clause was reasonably communicated to Plaintiff

5

and all putative class members. (Dubey Decl. ¶ 9 and Exhibit A.) “A forum

6

selection clause stated in clear and unambiguous language . . . is considered

7

reasonably communicated to the plaintiff in determining its enforceability.”

8

Mazzola v. Roomster Corp., No. CV 10-5954, 2010 U.S. Dist. LEXIS 127879, at *2

9

(C.D. Cal. Nov. 30, 2010) (Matz, J.) (holding that a similar clause in an online user

10

agreement was reasonably communicated) (citation omitted); see also Rodriguez v.

11

PepsiCo Long Term Disability Plan, 716 F. Supp. 2d 855, 860 (N.D. Cal. 2010) (a

12

forum selection clause on a website was “reasonably communicated” and

13

enforceable). Here, the forum selection clause is set out in its own paragraph in the

14

User Agreement in clear language.

15

Third, the forum selection clause in the User Agreement encompasses

16

Plaintiff’s claims because it applies to “any dispute arising out of” the Website

17

“and/or” Match’s online dating service. (Dubey Decl., Exhibit A.) There can be no

18

question that Plaintiff’s claim in this action—which concerns her experience using

19

Match’s service (with a man she met on the Website) and seeks injunctive relief

20

affecting Match’s service—falls within the ambit of the clause. (See, e.g., Compl.

21

¶¶ 9 (“Plaintiff brings this class action on her own behalf and on behalf of all

22

similarly situated females who have been Match’s members from August 2010 to

23

present and have been exposed to the danger associated with Match allowing male

24

registered sexual predators to become its members.”), 24 (“Plaintiffs [sic] hereby

25

allege that defendant has breached its duty to provide services . . . in that

26

def[endant] is aware that sexual predators use its dating service to find sexual

27

prey.”).

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

6

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

In sum, the forum selection clause in the User Agreement easily satisfies

2

these three requirements. It is no surprise, then, that another federal district court

3

has already held the very forum selection clause at issue here to be presumptively

4

valid. See Brodsky, 2009 U.S. Dist. LEXIS 101167 at *7 (“[I]t is clear that the

5

forum selection clause in Match’s User Agreement is reasonably communicated

6

and mandatory, and that it covers the claims involved here—i.e., it is presumptively

7

enforceable.”).

8

C.

Plaintiff Cannot Avoid Enforcement of the Forum Selection Clause.

9

A plaintiff cannot avoid a presumptively valid forum selection clause unless

10

the clause is so unreasonable as to be unenforceable. To make such a showing, the

11

plaintiff bears the “heavy” burden of proving that (1) the inclusion of the clause in

12

the agreement was the product of fraud or overreaching; (2) the plaintiff would

13

effectively be deprived of her day in court if the clause were enforced; or

14

(3) enforcement of the clause would contravene a strong public policy of the forum

15

in which the suit has been brought. Bremen, 407 U.S. at 15-18; Argueta, 87 F.3d at

16

325. Plaintiff cannot meet this heavy burden.

17

1.

18

Plaintiff Cannot Show That the Forum Selection Clause Is the
Product of Fraud or Overreaching.

19

To circumvent the forum selection clause in the User Agreement on this

20

ground, Plaintiff must prove that the clause itself, not the User Agreement as a

21

whole, was the product of fraud or overreaching. See, e.g., Angelotti v. RW Prof’l

22

Leasing Servs. Corp., 105 F.3d 664, 1996 U.S. App. LEXIS 33387, at *10 (9th Cir.

23

1996) (“We only can set aside a forum-selection clause if a party was fraudulently

24

induced to include the clause itself in the agreement.”); Riley v. Kingsley

25

Underwriting Agencies, Ltd., 969 F.2d 953, 960 (10th Cir. 1992) (“A plaintiff

26

seeking to avoid a choice provision on a fraud theory must . . . plead fraud going to

27

the specific provision.”); Moses v. Bus. Card Express, Inc., 929 F.2d 1131, 1138

28

(6th Cir. 1991) (to render a forum selection clause unenforceable, “there must be a

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

7

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

well-founded claim of fraud in the inducement of the clause itself, standing apart

2

from the whole agreement”) (emphasis in original).

3

Because a forum selection clause can be set aside only if the clause itself was

4

somehow fraudulently obtained, the fact that the clause was included in a form

5

agreement with nonnegotiable terms does not render the clause the product of fraud

6

or overreaching. Shute, 499 U.S. at 593-95 (holding that unequal bargaining power

7

between the parties does not make a forum selection clause unenforceable); accord

8

Murphy, 362 F.3d at 1141 (holding that “a differential in power or education on a

9

non-negotiated contract will not vitiate a forum selection clause”).

10

Plaintiff’s Complaint does not allege that the forum selection clause is

11

unenforceable. This is not surprising: The forum selection clause is plainly stated,

12

and Plaintiff cannot show that Match made any misrepresentations about the clause

13

or misled her as to its legal effect. See Richards v. Lloyd’s of London, 135 F.3d

14

1289, 1297 (9th Cir. 1998) (en banc) (enforcing clause where there was no

15

allegation that one party “misled [the other] as to the legal effect of the choice

16

clauses” or “fraudulently inserted the clauses”).

17

2.

18
19

Plaintiff Cannot Show That She Would Be Deprived of Her Day in
Court.

A plaintiff seeking to avoid a forum selection clause also bears a “heavy

20

burden of showing that trial in the chosen forum would be so difficult and

21

inconvenient that the party would effectively be denied a meaningful day in court.”

22

Argueta, 87 F.3d at 325 (quoting Pelleport Investors, 741 F.2d at 281); Manetti-

23

Farrow, 858 F.2d at 515. Plaintiff makes no such allegation in her Complaint.

24

Though Plaintiff might claim that travel to Texas would take time and cost money,

25

courts in the Ninth Circuit routinely enforce forum selection clauses even when

26

they require plaintiffs to incur expenses to travel to far away venues. See, e.g.,

27

Pelleport Investors, 741 F.2d at 281 (travel from East Coast to West Coast held not

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

8

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

so inconvenient as to constitute deprivation of plaintiff’s day in court); Radian Int’l,

2

2005 WL 1656884, at *2 (clause requiring travel to Lebanon held enforceable).

3

3.

4
5

Plaintiff Cannot Show That Enforcement of the Forum Selection
Clause Would Contravene a Strong Public Policy of California.

A plaintiff seeking to avoid a forum selection clause must demonstrate that

6

her chosen forum has a public policy specifically regarding venue that would be

7

threatened by enforcement of the clause. See Swenson v. T-Mobile USA, Inc., 415

8

F. Supp. 2d 1101, 1105 (S.D. Cal. 2006) (“The question is not whether the

9

application of the forum’s law would violate the policy of the other party’s state,

10

but rather, whether enforcement of the forum selection agreement would violate the

11

policy of the other party’s state as to the forum for litigation of the dispute.”).

12

Plaintiff does not allege that enforcement of the forum selection clause would

13

violate California’s public policy. Nor could she. California has a “strong policy in

14

favor of enforcing forum selection clauses.” Applied Med. Distribution Corp. v.

15

Surgical Co. BV, 587 F.3d 909, 914 (9th Cir. 2009). Plaintiff points to nothing that

16

might take precedence over this policy. Enforcement of the forum selection clause

17

here thus would promote California public policy, which supports the enforcement

18

of such clauses. See Swenson, 415 F. Supp. 2d at 1104 (“Enforcement of the forum

19

selection clause itself here does not contravene a strong public policy in

20

California.”).

21

D.

22

The Court Should Dismiss the Complaint.
Because the forum selection clause in the User Agreement providing for

23

exclusive venue in Dallas County, Texas, is presumptively valid and enforceable,

24

and because Plaintiff cannot meet her heavy burden of overcoming the presumption

25

of validity, this case should be dismissed under Rule 12(b)(3) and Section 1406(a).

26

Where, as here, an action is filed in contravention of a forum selection

27

clause, the proper recourse is to dismiss the action for improper venue under Rule

28

12(b)(3). See Argueta, 87 F.3d at 324; Docksider, Ltd. v. Sea Technology, Ltd., 875

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

9

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

F.2d 762, 763 (9th Cir. 1989) (affirming dismissal of an action under a forum

2

selection clause); see also Walker v. Carnival Cruise Lines, 63 F. Supp. 2d 1083,

3

1086-95 (N.D. Cal. 1999) (dismissing case pursuant to forum selection clause

4

specifying Florida); accord 28 U.S.C. § 1406(a) (district court “shall dismiss” an

5

action filed in the wrong venue or, “if it be in the interest of justice,” transfer

6

venue). Alternatively, the Court may transfer this action to the Northern District

7

of Texas under Section 1406(a) “if it be in the interest of justice.” 28 U.S.C. §

8

1406(a).

9
10
11
12

II.
ALTERNATIVELY, THE COURT SHOULD TRANSFER THIS ACTION
TO THE NORTHERN DISTRICT OF TEXAS ON CONVENIENCE
GROUNDS.
Even if the Court were to conclude that dismissal of this action for improper

13

venue would be inappropriate, the Court should nonetheless transfer this action to

14

the Northern District of Texas because it is the most convenient venue. Under

15

Section 1404(a), a district court, “[f]or the convenience of the parties and witnesses,

16

[and] in the interest of justice . . . may transfer a case to another district court in

17

which the case might have been brought.” The purpose of Section 1404(a) “is to

18

prevent the waste of ‘time, energy and money’ and ‘to protect litigants, witnesses

19

and the public against unnecessary inconvenience and expense.’” Van Dusen v.

20

Barrack, 376 U.S. 612, 616 (1964) (quoting Cont’l Grain Co. v. Barge FBL-585,

21

364 U.S. 19 (1960)), superseded by statute on other grounds. The moving party

22

bears the burden of showing that transfer is appropriate. See Commodity Futures

23

Trading Comm’n v. Savage, 611 F.2d 270, 279 (9th Cir. 1979).

24

To support a motion to transfer, the moving party must establish that

25

(1) venue would be proper in the transferee district; (2) the action could have been

26

brought in the transferee district; and (3) transfer will serve the convenience of the

27

parties and witnesses, and will promote the interests of justice. See Goodyear Tire

28

& Rubber Co. v. McDonnell Douglas Corp., 820 F. Supp. 503, 506 (C.D. Cal.

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

10

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

1992) (Rea, J.); accord A.J. Indus., Inc. v. United States Dist. Ct., 503 F.2d 384,

2

386-87 (9th Cir. 1974). These requirements are easily satisfied in this case.

3

A.

4

Venue Is Proper in the Northern District of Texas.
As discussed above, the forum selection clause in the User Agreement clearly

5

reflects the parties’ intent that venue lie exclusively in the state or federal courts in

6

Dallas County, Texas. (Dubey Decl., Exhibit A.) See also 28 U.S.C. §§ 1391(a)(1)

7

(venue is appropriate in the judicial district where the defendant resides), 1391(c)

8

(a corporate defendant “shall be deemed to reside in any judicial district in which it

9

is subject to personal jurisdiction”). Thus, venue is plainly proper in the Dallas

10

Division of the U.S. District Court for the Northern District of Texas.

11

B.

12

This Action Could Have Been Commenced in the Northern District of
Texas.

13

Federal courts in Texas have diversity jurisdiction over this action—just as

14

this Court does. See 28 U.S.C. § 1332(d). (See also Match’s Notice of Removal,

15

Docket No. 1.) Personal jurisdiction also exists because Match’s headquarters are

16

located in Dallas, Texas. See Hertz Corp. v. Friend, 130 S.Ct. 1181, 1192 (2010);

17

Cariajano v. Occidental Petroleum Corp., 626 F.3d 1137, 1151 (9th Cir. 2010).

18

This action clearly could have been brought—indeed, should have been brought—

19

in the Northern District of Texas, Dallas Division.

20

C.

21
22

Transfer Will Serve the Convenience of the Parties and Witnesses, and
Will Promote the Interests of Justice.
To determine whether transfer would serve the convenience of the parties

23

and witnesses and promote the interests of justice, courts consider multiple factors,

24

including the plaintiff’s choice of forum; the convenience of the parties; the

25

convenience of the witnesses; the ease of access to evidence; the familiarity of each

26

forum with the applicable law; the feasibility of consolidation of other claims; any

27

local interest in the controversy; and the relative trial court congestion and time to

28

trial in each forum. See Jones v. GNC Franchising, Inc., 211 F.3d 495, 498-99 (9th

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

11

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

Cir. 2000); Decker Coal Co. v. Commonwealth Edison Co., 805 F.2d 834, 843 (9th

2

Cir. 1986). Importantly here, “[t]he presence of a forum selection clause [is a]

3

significant factor that figures centrally in the district court’s calculus.” Stewart

4

Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988); accord Jones, 211 F.3d at 499.

5
6
7

Here, the balance of factors strongly favors transfer—especially given the
“significant factor” of the forum selection clause.
As a threshold matter, while the plaintiff’s choice of forum is generally

8

accorded deference in considering a Section 1404(a) motion to transfer, no such

9

deference is accorded in the class action context. See Koster v. (Am.) Lumbermens

10

Mut. Cas. Co., 330 U.S. 518, 524 (1947) (observing that in the class action context,

11

there may be hundreds of plaintiffs, each of whom presumably has a preferred

12

forum); Pfeiffer v. Himax Techs., Inc., 530 F. Supp. 2d 1121, 1124 (C.D. Cal. 2008)

13

(Pregerson, J.) (holding that the plaintiff’s choice of forum is not entitled to

14

deference in a class action). On the contrary, Plaintiff’s tactical decision to file suit

15

in California in contravention of the forum selection clause is not entitled to any

16

deference at all. See Alexander v. Franklin Res., Inc., No. C 06-7121 SI, 2007 U.S.

17

Dist. LEXIS 19727, at *11 (N.D. Cal. Feb. 14, 2007) (“[T]he Ninth Circuit has

18

established that courts should disregard a plaintiff’s forum choice where the suit is a

19

result of forum-shopping.”) (citing Alltrade, Inc. v. Uniweld Prods., Inc., 946 F.2d

20

622, 628 (9th Cir. 1991)).

21

The remaining factors in the analysis also heavily favor transferring this

22

action to Texas. The vast majority of the witnesses reside or work in Texas.

23

(Dubey Decl. ¶¶ 3-5.) The vast majority of the relevant documents are located in

24

Texas. (Dubey Decl. ¶ 6.) The User Agreement is governed by Texas law. (Dubey

25

Decl., Exhibit A.) And Texas courts have at least as great an interest in deciding

26

matters involving a Texas-based business and class members as California does in

27

deciding matters involving a California plaintiff in a nationwide class action.

28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

12

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

Indeed, the nationwide class that Plaintiff seeks to certify presumably would

2

include a large number of persons residing in Texas.
CONCLUSION

3
4

For the reasons discussed above, Match respectfully requests that this Court

5

dismiss this action for improper venue under Rule 12(b)(3) and Section 1406(a).

6

Alternatively, Match respectfully requests that this Court transfer this action to the

7

U.S. District Court for the Northern District of Texas, Dallas Division, on

8

convenience grounds under Section 1404(a).

9
10

Dated: May 6, 2011

11

MANATT, PHELPS & PHILLIPS, LLP
ROBERT H. PLATT
JOSEPH E. LASKA

12
13

By: /s/ Joseph E. Laska
Joseph E. Laska
Attorneys for Defendant
MATCH.COM, LLC,
erroneously sued as Match.com

14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300250714.4

13

MEMORANDUM OF POINTS AND AUTHORITIES ISO MOTION TO DISMISS OR, ALTERNATIVELY, TO TRANSFER VENUE

1

DECLARATION OF SHARMISTHA DUBEY

2

I, Sharmistha Dubey, declare as follows:

3

1.

I am over 18 years old. I have personal knowledge of the facts set

4

forth in this declaration. If called as a witness, I can and will testify competently to

5

all of these facts.

6

2.

I am Senior Vice President, Product at Match.com, LLC (“Match”),

7

the defendant in this action. I work at Match’s offices in Dallas, Texas. I am

8

familiar with the complaint (“Complaint”) filed by Plaintiff Jane Doe (“Plaintiff”)

9

and the allegations contained in the Complaint.

10

3.

Match was founded as an online dating service. Its website

11

(www.match.com) and services are available in all 50 states. Match’s corporate

12

headquarters are located in Dallas County, Texas. Dallas is Match’s principal place

13

of business. The vast majority of Match employees work out of the corporate

14

headquarters in Dallas, Texas.

15

4.

Match’s U.S. website was designed, engineered, and is maintained by

16

employees in Match’s Dallas office. Employees in Match’s Dallas office also

17

primarily direct both the design and implementation of Match’s online, television,

18

and print-based marketing strategies; direct and manage Match’s Customer Care

19

department, which interacts with users of the Match service and assists them with

20

various concerns and questions; and comprise Match’s fraud prevention team.

21

5.

All major decisions and strategies regarding new product development

22

and implementation are made in Match’s Dallas corporate headquarters and are

23

actually implemented in Dallas, Texas.

24

6.

The vast majority of documents related to this lawsuit are located in

25

Dallas, Texas.

26

7.

Match has two types of customers: subscribers and members.

27

Subscribers are paying users that have full access to Match’s service. Members are

28

non-paying users that can only access a subset of Match’s service. Match currently

M ANATT , P HELPS &
P HILLIPS , LLP
ATTO RNEY S AT LAW
LOS A NG EL ES

300251007.2

1
DECLARATION OF SHARMISTHA DUBEY

EXHIBIT A

Terms of Use

Page 1 of 9

account

Home

Search

Matches

Daily 5

mobile

help

Messages

sign in

Profile

Match.com Terms of Use Agreement
Welcome to Match.com, the service for single adults to meet each other online, operated by Match.com, L.L.C.
("Match.com"). By using the Match.com Website, (the "Website") you agree to be bound by these Terms of Use
(this "Agreement"), whether or not you register as a member of Match.com ("Member"). If you wish to become a
Member and make use of the Match.com service (the "Service"), please read these Terms of Use. If you object
to anything in this Agreement or the Match.com Privacy Policy, do not use the Website or the Service.
The Terms of Use are subject to change by Match.com at any time, effective upon posting on the Match.com
website, and your use of the Service after such posting will constitute acceptance by you of such changes.
1. Acceptance of Terms of Use Agreement.
a. Electronic Agreement. This Agreement is an electronic contract
that sets out the legally binding terms of your use of the Website
and your membership in the Service. This Agreement may be
modified by Match.com from time to time, such modifications to
be effective upon posting by Match.com on the Website. This
Agreement includes Match.com's Acceptable Use Policy for
Content Posted on the Website, Match.com's Privacy Policy,
Match.com's subscription policies and any notices regarding the
Website. By accessing the Website or becoming a Member, you
accept this Agreement and agree to the terms, conditions and
notices contained or referenced herein.
b. Electronic Form. By accessing the Website or becoming a
Member, you consent to have this Agreement provided to you in
electronic form.
c. Non-electronic Copy. You have the right to receive this
Agreement in non-electronic form. You may request a nonelectronic copy of this Agreement either before or after you
electronically sign the Agreement. To receive a non-electronic
copy of this Agreement, please Contact Us online or send a letter
and self-addressed stamped envelope to: Match.com, P.O. Box
12305, Dallas, TX 75225.
d. Withdrawing Your Consent. You have the right at any time to
withdraw your consent to have this Agreement provided to you in
electronic form.
(i) Effect. Should you choose to withdraw your consent to
have this Agreement provided to you in electronic form, we
will discontinue your then-current username and password.
This means that you will not have the right to use the Service
unless, and until, we issue you a new username and
password. We only will issue you a new username and
password after we receive a signed copy of a non-electronic
version of this Agreement, which we will send to you upon
request.
(ii) Notice. To withdraw your consent and/or request a nonelectronic copy of this Agreement, please Contact Us online or
send a letter and self-addressed stamped envelope to:
Match.com, P.O. Box 12305, Dallas, TX 75225.
(iii) Prospective Nature. Your withdrawal of consent shall be
effective within a reasonable time after we receive your
withdrawal notice described above. Your withdrawal of consent

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 2 of 9

will not affect the legal validity or enforceability of the
Agreement provided to, and electronically signed by, you prior
to the effective date of your withdrawal.
e. Access and Retention. In order to access and retain this
electronic Agreement, you must have access to the World Wide
Web, either directly or through devices that access web-based
content, and pay any service fees associated with such access. In
addition, you must use all equipment necessary to make such
connection to the World Wide Web, including a computer and
modem or other access device. Please print a copy of this
document for your records. To retain an electronic copy of this
Agreement, you may save it into any word processing program.
Via, the Website, we will notify you of any changes in the
hardware or software requirements needed to access and/or
retain this Agreement that create a material risk that you will not
be able to continue to access and/or retain this electronic
Agreement.
2. Eligibility. You must be at least eighteen (18) years of age and single or separated from your spouse to
register as a member of Match.com or use the Website. Membership in the Service is void where prohibited. By
using the Website, you represent and warrant that you have the right, authority and capacity to enter into this
Agreement and to abide by all of the terms and conditions of this Agreement.
3. Membership and Subscription; Pricing. You may become a Member of the Service at no cost. As a Member,
you will have the ability to participate in some, but not all, of the features and services available within the
Service. In order to access additional features and services, including the ability to communicate with other
Members, you must become a paying subscriber to the Service. Please see Subscribe for a description of the
current subscription plans and their prices. Please note that the subscription policies that are disclosed to you in
subscribing to the service are deemed part of this Agreement. Please see Billing Details for a description of such
policies. For purposes of this Agreement the term "Member" includes subscribers, unless where its usage indicates
otherwise. From time to time, Match.com may remove the profiles of non-subscribers.
4. Term. This Agreement will remain in full force and effect while you use the Website and/or are a Member. You
may terminate your membership and/or subscription at any time, for any reason, by following the instructions on
the Resign pages in Account Settings, or you may Contact Us online or send Match.com written notice of
termination to Match.com, P.O. Box 12305, Dallas, TX 75225. If you resign or cancel your membership and/or
subscription via the Match.com site, to help Match.com analyze and improve the Service, you may be asked to
provide a reason for your resignation/cancellation. You may bypass this brief resignation survey page and continue
the resignation/cancellation process by clicking the “Continue Cancellation” or other similar button on the page. If
you terminate your subscription, your subscription will remain active until the end of your then-current
subscription period (that is, the subscription period through which you had paid prior to your termination).
Match.com may terminate your membership and/or subscription by sending notice to you at the email address you
provide in your application for membership, or such other email address as you may later provide to Match.com.
If Match.com terminates your membership in the Service because you have breached this Agreement,
you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination
of accounts shall be made in the sole discretion of Match.com. Match.com is not required to provide you notice
prior to terminating your membership and/or subscription. Match.com is not required, and may be prohibited,
from disclosing a reason for the termination of your account. Even after your membership or subscription is
terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this
Agreement shall be deemed to survive such termination.
5. Non-commercial Use by Members. The Website is for the personal use of individual Members only and may
not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not
become Members and should not use the Service or the Website for any purpose. Illegal and/or unauthorized uses
of the Website, including collecting usernames and/or email addresses of members by electronic or other means
for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website may be
investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive
redress. Use of the Website is with the permission of Match.com, which may be revoked at any time, for any
reason, in Match.com's sole discretion.
6. Account Security. You are responsible for maintaining the confidentiality of the username and password that
you designate during the Registration process, and you are fully responsible for all activities that occur under your
username and password. You agree to (a) immediately notify Match.com of any unauthorized use of your
username or password or any other breach of security, and (b) ensure that you exit from your account at the end
of each session. Match.com will not be liable for any loss or damage arising from your failure to comply with this

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 3 of 9

provision. You should use particular caution when accessing your account from a public or shared computer so
that others are not able to view or record your password or other personal information. If you share your
computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your
Window's Live ID to your Match.com account.
7. YOUR INTERACTIONS WITH OTHER MEMBERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR
INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT MATCH.COM DOES NOT IN ANY WAY
SCREEN ITS MEMBERS, NOR DOES MATCH.COM INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS
OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. MATCH.COM MAKES NO
REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY
WITH ANY CURRENT OR FUTURE MEMBERS. IN NO EVENT SHALL MATCH.COM BE LIABLE FOR ANY
DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY,
CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR
ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION,
BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM
COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS
YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL
INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET
OFFLINE OR IN PERSON. IN ADDITION, YOU AGREE TO REVIEW MATCH.COM'S DATING SAFETY TIPS
PRIOR TO USING THE SERVICE. YOU UNDERSTAND THAT MATCH.COM MAKES NO GUARANTEES,
EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU
MEET THROUGH THE SERVICE. YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR
EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS.
8. Content on Match.com.
(a) Proprietary Rights. Match.com owns and retains all
proprietary rights in the Website and the Service. The Website
contains the copyrighted material, trademarks, and other
proprietary information of Match.com, and its licensors. Except
for that information which is in the public domain or for which
you have been given written permission, you may not copy,
modify, publish, transmit, distribute, perform, display, or sell
any such proprietary information.
(b) Reliance on Content, Advice, Etc. Opinions, advice,
statements, offers, or other information or content made
available through the Service, but not directly by Match.com,
are those of their respective authors, and should not
necessarily be relied upon. Such authors are solely responsible
for such content. Match.com does not: (i) guarantee the
accuracy, completeness, or usefulness of any
information on the Service, or (ii) adopt, endorse or
accept responsibility for the accuracy or reliability of
any opinion, advice, or statement made by any party
that appears on the Website. Under no circumstances
will Match.com or its affiliates be responsible for any
loss or damage resulting from your reliance on
information or other content posted on the Website or
transmitted to or by any Members.
9. Content Posted by You on Match.com.
a. You are solely responsible for the Content that you publish
or display (hereinafter, "post") on the Service, or transmit to
other Members. You will not post on the Service, or transmit
to other Members, any defamatory, inaccurate, abusive,
obscene, profane, offensive, sexually oriented, threatening,
harassing, racially offensive, or illegal material, or any
material that infringes or violates another party's rights
(including, but not limited to, intellectual property rights, and
rights of privacy and publicity). You will not provide
inaccurate, misleading or false information to the Company or
to any other Member. If information provided to Match.com, or

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 4 of 9

another Member, subsequently becomes inaccurate,
misleading or false, you will promptly notify Match.com of
such change.
b. You understand and agree that Match.com may review and
delete any content, messages, double-blind emails, photos or
profiles (collectively, "Content"), in each case in whole or in
part, that in the sole judgment of Match.com violate this
Agreement or which might be offensive, illegal, or that might
violate the rights, harm, or threaten the safety of Members.
c. By posting Content to any public area of Match.com, you
automatically grant, and you represent and warrant that you
have the right to grant, to Match.com, its affiliates, licensees
and successors, an irrevocable, perpetual, non-exclusive, fully
paid, worldwide license to use, copy, perform, display,
reproduce, adapt, modify and distribute such information and
content and to prepare derivative works of, or incorporate into
other works, such information and content, and to grant and
authorize sublicenses of the foregoing. You further represent
and warrant that public posting and use of your content by
Match.com will not infringe or violate the rights of any third
party.
d. The following is a partial list of the kind of Content that is
illegal or prohibited on the Website. Match.com reserves the
right to investigate and take appropriate legal action in its sole
discretion against anyone who violates this provision, including
without limitation, removing the offending communication
from the Service and terminating the membership of such
violators. It includes, but is not limited to, Content that:
is patently offensive to the online community, such as
Content that promotes racism, bigotry, hatred or physical
harm of any kind against any group or individual;
harasses or advocates harassment of another person;
involves the transmission of "junk mail", "chain letters,"
or unsolicited mass mailing or "spamming";
promotes information that you know is false, misleading
or promotes illegal activities or conduct that is abusive,
threatening, obscene, defamatory or libelous;
promotes an illegal or unauthorized copy of another
person's copyrighted work, such as providing pirated
computer programs or links to them, providing
information to circumvent manufacture-installed copyprotect devices, or providing pirated images, audio or
video, or links to pirated images, audio or video files;
contains restricted or password only access pages, or
hidden pages or images (those not linked to or from
another accessible page);
provides material that exploits people under the age of
18 in a sexual or violent manner, or solicits personal
information from anyone under the age of 18;
provides instructional information about illegal activities
such as making or buying illegal weapons, violating
someone's privacy, or providing or creating computer
viruses;
solicits passwords or personal identifying information for
commercial or unlawful purposes from other users; and
engages in commercial activities and/or sales without our
prior written consent such as contests, sweepstakes,
barter, advertising, and pyramid schemes.
e. Your use of the Service, including but not limited to the

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 5 of 9

Content you post on the Service, must be in accordance with
any and all applicable laws and regulations.
f. You may not include in your Member profile any telephone
numbers, street addresses, last names, URLs or email
addresses.
g. You may not engage in advertising to, or solicitation of,
other Members. This includes but is not limited to solicitation
or advertising to buy or sell any products or services through
the Service or to attend parties or other social functions or
networking for commercial purposes. You may not transmit
any chain letters or junk email to other Members. Although
Match.com cannot monitor the conduct of its Members off the
Website, it is also a violation of these rules to use any
information obtained from the Service in order to harass,
abuse, or harm another person, or in order to contact,
advertise to, solicit, or sell to any Member without their prior
explicit consent. In order to protect our Members from such
advertising or solicitation, we reserve the right to restrict the
number of emails which a Member may send to other
Members in any 24-hour period to a number which we deem
appropriate in our sole discretion.
h. All information you include in your Member profile must be
accurate, current and complete.
10. Prohibited Activities. Match.com reserves the right to investigate and terminate your membership if you
have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is
unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to
the Service:
You will not impersonate any person or entity.
You will not "stalk" or otherwise harass any person.
You will not express or imply that any statements you make are endorsed by Match.com without our specific
prior written consent.
You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or
process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or
presentation of the Service or its contents.
You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other
proprietary information without obtaining the prior consent of the owner of such proprietary rights.
You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
You will not interfere with or disrupt the Services or the site or the servers or networks connected to the
Services or the site.
You will not post, email or otherwise transmit any material that contains software viruses or any other
computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment.
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any
information transmitted through the Service.
You will not "frame" or "mirror" any part of the Service or the Website, without Match.com's prior written
authorization. You also shall not use meta tags or code or other devices containing any reference to
Match.com or the Service or the site in order to direct any person to any other web site for any purpose.
You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise
disassemble any portion of the Service or the Website or any software used on or for the Service or cause
others to do so.
11. Customer Service. Match.com provides assistance and guidance through its customer care representatives.
When communicating with our customer care representatives, you may not to be abusive, obscene, profane,
offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that
your behavior towards any of our customer care representatives or other employees is at any time threatening or
offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any
refund of unused subscription fees.
12. Subscriptions; Charges on Your Billing Account.
(a) General. Match.com bills you through an online account

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 6 of 9

(your "Billing Account") for use of the Service. You agree to
pay Match.com all charges at the prices then in effect for any
use of the Service by you or other persons (including your
agents) using your Billing Account, and you authorize
Match.com to charge your chosen payment provider (your
"Payment Method") for the Service. You agree to make
payment using that selected Payment Method. Match.com
reserves the right to correct any errors or mistakes that it
makes even if it has already requested or received payment.
(b) Recurring Billing. Most subscription plans to the Service
consist of an initial period, for which there is a one time
charge, followed by recurring period charges as agreed to by
you. By entering into this Agreement, you acknowledge that
your subscription has an initial and recurring payment feature
and you accept responsibility for all recurring charges prior to
cancellation. MATCH.COM MAY SUBMIT PERIODIC CHARGES
(E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM
YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN
WRITING UPON REQUEST BY MATCH.COM) THAT YOU HAVE
TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE
YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT
CHARGES SUBMITTED BEFORE MATCH.COM REASONABLY
COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR
CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT
SETTINGS.
(c) Current Information Required. YOU MUST PROVIDE
CURRENT, COMPLETE AND ACCURATE INFORMATION FOR
YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL
INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT,
COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING
ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD
EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY
MATCH.COM IF YOUR PAYMENT METHOD IS CANCELED (E.G.,
FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A
POTENTIAL BREACH OF SECURITY, SUCH AS THE
UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME
OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE
MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE
MATCH.COM ANY OF THE FOREGOING INFORMATION, YOU
AGREE THAT MATCH.COM MAY CONTINUE CHARGING YOU
FOR ANY USE OF THE SERVICE UNDER YOUR BILLING
ACCOUNT UNLESS YOU HAVE TERMINATED YOUR
SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN
WRITING UPON REQUEST BY MATCH.COM).
(d) Payment Method. The terms of your payment will be
based on your Payment Method and may be determined by
agreements between you and the financial institution, credit
card issuer or other provider of your chosen Payment Method
(the "Payment Method Provider"). If Match.com does not
receive payment from your Payment Method Provider, you
agree to pay all amounts due on your Billing Account upon
demand.
(e) Change in Amount Authorized. If the amount to be
charged to your Billing Account varies from the amount you
preauthorized (other than due to the imposition or change in
the amount of state sales taxes), you have the right to

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 7 of 9

receive, and Match.com shall provide, notice of the amount to
be charged and the date of the charge at least 10 days before
the scheduled date of the transaction. Any agreement you
have with your Payment Method Provider will govern your use
of your Payment Method. You agree that Match.com may
accumulate charges incurred and submit them as one or more
aggregate charges during or at the end of each billing cycle.
(f) Auto-renewal. Your Match.com subscription will be
automatically extended for successive renewal periods of the
same duration as the subscription term originally selected, at
the then-current non-promotional subscription rate. To change
or resign your subscription at any time, go to Account
Settings. If you resign, you may use your subscription until
the end of your then-current subscription term; your
subscription will not be renewed after your then-current term
expires. However, you won't be eligible for a prorated refund
of any portion of the subscription fee paid for the then-current
subscription period.
(g) Reaffirmation of Authorization. Your non-termination
or continued use of the Service reaffirms that Match.com is
authorized to charge your Payment Method. Match.com may
submit those charges for payment and you will be responsible
for such charges. This does not waive Match.com's right to
seek payment directly from you. Your charges may be payable
in advance, in arrears, per usage, or as otherwise described
when you initially subscribed to the Service.
(h) Free Trials and Other Promotions. Any free trial or
other promotion that provides subscriber-level access to the
Service must be used within the specified time of the trial. You
must cancel your subscription before the end of the trial
period in order to avoid being charged a subscription fee. If
you cancel prior to the end of the trial period and are
inadvertently charged for a subscription, please contact
Customer Care to have the charges reversed.
13. Modifications to Service. Match.com reserves the right at any time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that Match.com shall not be liable
to you or to any third party for any modification, suspension or discontinuance of the Service.
14. Blocking of IP Addresses. In order to protect the integrity of the Service, Match.com reserves the right at
any time in its sole discretion to block Members from certain IP addresses from accessing the Website.
15. Copyright Policy. You may not post, distribute, or reproduce in any way any copyrighted material,
trademarks, or other proprietary information without obtaining the prior written consent of the owner of such
proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the
Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following
information: an electronic or physical signature of the person authorized to act on behalf of the owner of the
copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where
the material that you claim is infringing is located on the Website; your address, telephone number, and email
address; a written statement by you that you have a good faith belief that the disputed use is not authorized by
the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright
owner's behalf. Match.com's Copyright Agent for notice of claims of copyright infringement can be reached as
follows: Match.com Legal, PO Box 25458, Dallas, TX 75225.
16. Member Disputes. You are solely responsible for your interactions with other Match.com Members.
Match.com reserves the right, but has no obligation, to monitor disputes between you and other Members.
17. Privacy. Use of the Website and/or the Service is also governed by our Privacy Policy.
18. Disclaimers. Match.com is not responsible for any incorrect or inaccurate Content posted on the Website or in
connection with the Service, whether caused by users of the Website, Members or by any of the equipment or
programming associated with or utilized in the Service. Match.com is not responsible for the conduct,

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 8 of 9

whether online or offline, of any user of the Website or Member of the Service. Match.com assumes no
responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member
communications. Match.com is not responsible for any problems or technical malfunction of any telephone network
or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players
on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof,
including injury or damage to users and/or Members or to any other person's computer related to or resulting
from participating or downloading materials in connection with the Web and/or in connection with the Service.
Under no circumstances will Match.com or any of its affiliates, advertisers, promoters or distribution partners be
responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website
or the Service, any Content posted on the Website or transmitted to Members, or any interactions between users
of the Website, whether online or offline. The Website and the Service are provided "AS-IS" and Match.com
expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Match.com cannot
guarantee and does not promise any specific results from use of the Website and/or the Service.
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on
the Website is for informational and entertainment purposes only and is not intended to replace or substitute for
any professional financial, medical, legal, or other advice. Match.com makes no representations or warranties and
expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the
information offered or provided within or through the Website. If you have specific concerns or a situation arises in
which you require professional or medical advice, you should consult with an appropriately trained and qualified
specialist.
19. Links. The Service may provide, or third parties may provide, links to other World Wide Web sites or
resources. Because Match.com has no control over such sites and resources, you acknowledge and agree that
Match.com is not responsible for the availability of such external sites or resources, and does not endorse and is
not responsible or liable for any Content, advertising, products or other materials on or available from such sites
or resources. You further acknowledge and agree that Match.com shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance
upon, any such Content, goods or services available on or through any such site or resource.
20. Linked Accounts. Match.com permits you to associate a Match.com username and password with your
Window's Live ID. When you establish a linked account, you can sign into Window's Live or AOL ScreenName and
automatically sign into Match.com at the same time. Match.com is not responsible for the operation or
functionality of Window's Live or AOL ScreenName. Microsoft is a registered trademark of Microsoft Corporation
and AOL is a registered trademark of America Online, Inc.
21. Limitation on Liability. Except in jurisdictions where such provisions are restricted, in no event will
Match.com be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or
punitive damages, including also lost profits arising from your use of the Web site or the Service, even if
Match.com has been advised of the possibility of such damages. Notwithstanding anything to the contrary
contained herein, Match.com's liability to you for any cause whatsoever, and regardless of the form of the action,
will at all times be limited to the amount paid, if any, by you to Match.com for the Service during the term of
membership.
22. U.S. Export Controls. Software from this Website (the "Software") is further subject to United States export
controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has
embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or
the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and
warrant that you are not located in, under the control of, or a national or resident of any such country or on any
such list.
23. Jurisdiction and Choice of Law. If there is any dispute arising out of the Website and/or the Service, by
using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of Texas,
without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction
and venue of the state and federal courts of the State of Texas, in Dallas County, for the resolution of any such
dispute.
24. Indemnity by You. You agree to indemnify and hold Match.com, its subsidiaries, affiliates, officers, agents,
and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable
attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this
Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and
warranties set forth above.
25. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement,
there shall be no third party beneficiaries to this Agreement.
Other. This Agreement contains the entire agreement between you and
Match.com regarding the use of the Website and/or the Service. If any
provision of this Agreement is held invalid, the remainder of this

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

Terms of Use

Page 9 of 9

Agreement shall continue in full force and effect.
Please contact us with any questions regarding this agreement.
Match.com is a trademark of Match.com, L.L.C.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE
PROVISIONS CONTAINED ABOVE.
Click here to complete registration

About Match.com

Online Dating Safety Tips

Help/FAQs

Match.com Guarantee

Advertise on Match.com

Terms of Use

Dating Articles & Advice

Profile Assistance

Mobile

Become an Affiliate

Your Privacy

How Online Dating Works

Contact Us

Media Room

Success Stories

Site Map

Gift Subscriptions

Careers

Relationship Tips

Match International

ProfilePro

partner sites:

Domania

Evite

Expedia

GetSmart

Hotels

Hotwire

Promotions & Sponsorships

Live Nation

Proust

Ticketmaster

Business Development

Online Dating

© Copyright 2011 Match.com, L.L.C. wda1-080fda1-005sda1-804

http://www.match.com/registration/membagr.aspx?lid=4

4/19/2011

EXHIBIT B