CRM Market

Terms of Service

Last Updated Date: January 2017

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE” or “Terms”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF CRM Market LLC (“Market” or “we” or “us”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY Market OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Market, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE, OR ANY PAYMENT DISPUTES BETWEEN YOU AND ANOTHER USER OF THE WEBSITE. THE TERMS OF USE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. BY ENTERING INTO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW. PLEASE SEE SECTION 18.7 BELOW FOR MORE INFORMATION REGARDING ARBITRATION AND HOW IT DIFFERS FROM A PROCEEDING IN A COURT OF LAW.

PLEASE NOTE THAT The Terms are subject to change by Market in its sole discretion at any time. When changes are made, Market will make a new copy of the Terms of Service available at the Website. We will also update the “Last Updated” date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an Account (as defined in Section 4.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website and the Services (as these terms are defined herein) (collectively, the “Our Properties”) and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 4.1 below). Market may require you to provide consent to the updated Terms in a specified manner before further use of Our Properties is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using Our Properties. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. Services. Market provides an online marketplace that brings together individuals seeking consultant services related to their CRM development projects (each, a “Project”) and/or seeking new talent (collectively, “Clients”), individuals seeking to advertise and provide CRM development and consulting services (“Consultants”) and individuals seeking to view and apply to job postings (“Talent”), to enable such individuals to offer, sell, connect, identify, and obtain CRM development and other consulting services, and to offer, view, apply, and buy job postings (“Job Postings”).

  2. Projects. Our Services enable Clients to create Projects by uploading and defining blueprints, specifications and designs for their CRM development projects and setting their fees and budgets for their Projects. Client’s may also designate whether their Project is open to bids from all Consultants on Our Properties, or whether they’d like to use our matching algorithm to automatically find those Consultants who are most likely to be able to perform the tasks required for their Project. Consultants who are eligible to apply for a particular Project, may submit their bids for such Project. Once a Consultant is selected by the Client via Our Properties, a service contract will be created between the Consultant and Client for that particular Project. Note that our matching algorithm selects potential Consultants based on the specifications and criteria set by Clients and the skills, training, qualifications, education and other information Consultants provide in their public profiles on our Website. As such we make no representations or warranties with regards to our matching algorithm(s), that Our Properties will select or designate any Consultants WHOSE training, qualifications or education IS SUITABLE OR APPROPRIATE FOR YOUR PROJECT, or that any Consultant selected by Our Properties will MEET OR FULFILL YOUR PARTICULAR PROJECT.

  3. Job Postings. Our Services also enable Clients to create and post Job Postings on our Website. Certain Job Postings may require potential Talent to purchase Virtual Currency (as defined below) to view such Job Postings. As a marketplace, we do not own or sponsor any of the Job Postings listed on the Website, and you acknowledge that the User(s) who posted those Job Postings are solely responsible for the content thereof and the hiring decisions made with respect thereto.

  4. Market Only Provides a Venue. While Market may provide pricing and guidance in our Services, such information is solely informational. We do not take part in the interaction between Users. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any work product provided by Consultants or ratings provided by Users, Projects or Job Postings posted by Clients, or of the integrity, responsibility, or any actions of any Users. Market makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER Market NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. Market AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF OUR PROPERTIES.

  5. Use of the Services and Our Properties. Our Properties and the information and content available on Our Properties are protected by copyright laws throughout the world.

  6. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Our Properties or any portion of Our Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other of Our Properties (including images, text, page layout or form) of Market; (c) you shall not use any metatags or other “hidden text” using Market’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Our Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access Our Properties in order to build a similar or competitive website or service; (g) except as expressly stated herein, no part of Our Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Our Properties.

  7. Third-Party Materials. As a part of Our Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Market to monitor such materials and that you access these materials at your own risk.

  8. Registration.

  9. Registering Your Account. In order to access Our Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on www.crmmarket.com (“Account”).

  10. Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18+) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Our Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify Market immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Market has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Market has the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Market reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Our Properties if you have been previously removed by Market, or if you have been previously banned from any of Our Properties.

  11. Profile Information. Upon creating an Account, our Services may automatically populate your public profile with publicly available information related to you, such as your Salesforce Certifications and Trailhead Badges. You are solely responsible for maintaining and ensuring the accuracy, completeness and truthfulness of such information. You represent and warrant that all information in your profile is true, accurate, current and complete.

  12. Service Contract Terms. Each Consultant and Client who have agreed to the scope of a particular Project, agree to the following:

  13. Work Product. Consultant shall deliver the deliverables and work product designated in the Project (the “Work Product”) in accordance with the timelines set forth therein. Unless otherwise agreed by the parties, all Work Product (excluding Consultant Materials (as defined below)) shall be solely owned by the Client. Excluding the Consultant Materials, upon Client’s full payment for such Work Product, Consultant hereby irrevocably and unconditionally assigns all Work Product to Client, including all intellectual property rights therein. Consultant will execute and deliver to Client any documents deemed necessary by Client to perfect its rights in and to the Work Product. All Work Product shall be deemed the Confidential Information (as defined below) of Client, and Consultant shall only use the Confidential Information for the sole purpose of performing its obligations under the Project.

  14. Consultant Materials. Any software, tools, techniques, processes, content and other technology owned or acquired by Consultant prior to or independent of the Project (“Consultant Materials”) are and shall remain the sole and exclusive property of Consultant. To the extent any Consultant Materials are embedded in any Work Product, Consultant hereby grants to Client, under all of Consultant’s rights in the Consultant Materials, a non-exclusive, transferable, sublicensable, fully paid-up, royalty-free right and license to: (a) reproduce, publicly display, publicly perform, digitally transmit, distribute, create derivative works of and otherwise use the Work Product, in any medium or format; and (b) to make, have made, sell, offer to sell, import, use and otherwise exploit any products or services embodying, incorporating or derived from the Work Product.

  15. Client Materials. To the extent Client provides Consultant with any software, tools, techniques, processes, content or other technology (“Client Materials”), Consultant may only use such Client Materials for the sole purpose of performing its obligations under the Project. Client owns and shall remain the sole and exclusive owner of all Client Materials.

  16. Fees and Payment Policy. You agree to pay all fees charged to your Account. The fees that Market charges for using its Services are listed on our pricing page https://www.crmmarket.com/how-it-works/. We may change our fees from time to time by posting the changes on Our Properties. Users must provide Market with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card. By providing Market with your credit card number and associated payment information, you agree that Market, and its third party payment processor (Stripe), are each authorized to immediately invoice your Account for all fees and charges due and payable to Market hereunder and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or credit card used for payment hereunder.

  17. Third Party Providers. Market uses Stripe as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By making or accepting any payments on Our Properties, you agree to be bound by Stripe’s Privacy Policy and hereby consent and authorize Market and Stripe to share any information and payment instructions you provide with Third Party Service Provider(s) to the minimum extent required to complete your transactions. By making or receiving payments on Our Properties, you also agree to be bound by Stripe’s Services Agreement.

  18. Consultant Fees. If you are a Consultant, the terms of this Section 6.2 apply to you:

  19. Consultant Hours. As a Consultant you must record the hours you spend on each Project, its status, and any other metrics designated on the Website, on a weekly basis. You represent and warrant to Market and the applicable Client(s) that all hours, status information and other data you report with respect to each Project is true, accurate, current and complete. You acknowledge that any breach of the foregoing may result in delayed payments or payment disputes between you and the Client. You acknowledge and agree that Market shall have no liability with respect to, and you hereby release Market from, any claims, liabilities and losses arising from your breach of this Section 6.2(a).

  20. Payment. Consultant fees become payable to Consultant after the applicable Client accepts any materials, milestones or other objectives set forth in the Project by marking the project completed on Our Properties. Following Market’s receipt of applicable payments in accordance with the foregoing, Market will (via Stripe) remit to you such payments less Market’s fees as set forth on our pricing page https://www.crmmarket.com/how-it-works/. Consultant agrees that it will not receive interest or other earnings on the funds held by Market or Stripe prior to disbursement of funds to Consultant. At Market’s sole discretion, Market may hold the disbursement of Consultant fees. In cases of fraud, abuse or violation of the Terms, Market reserves the right to revoke any payments and instruct Stripe to hold and/or reclaim from Stripe all Consultant fees due to Consultant, including but not limited to Consultant fees outside the Projects under investigation. In addition, Market reserves the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment or withdrawals, or if we discover erroneous or duplicate transactions, or if we supplied Services in accordance with the Terms yet receive any chargeback from your credit card company, bank, Paypal, or other payment method used by you or the Client you are a Consultant to. You agree that we have the right to obtain such reimbursement by instructing Stripe to charge your account offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements or chargebacks is cause for termination of the applicable agreement.

  21. Refunds. Market has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, for instance to correct any errors made by Market, in each case at Market’s sole discretion.

  22. Taxes. You will be liable for all transaction taxes on the Services provided under this Agreement (other than taxes based on Market’s income).

  23. Virtual Currency. Market may offer the option to purchase credit that can only be used for Services, such as viewing Job Postings, on Our Properties that has no cash value (“Virtual Currency”). Virtual Currency is non-refundable, unless otherwise required by law. As Market deems necessary, in its sole discretion, Market may limit the total amount of Virtual Currency that may be purchased at any one time, and/or limit the aggregate amount of Virtual Currency that may be held in your Account. You are solely responsible for verifying the proper amount of Virtual Currency that has been added or deducted from your Account during any given transaction. You are responsible for notifying Market if you believe that a mistake has been made with your Virtual Currency. Market may require additional information and/or documentation to verify your claim, and Market, in its sole discretion, may take action on such mistake. You agree that Market has sole and absolute discretion in determining if your claim is valid and, if so, the appropriate remedy. Company prohibits and does not recognize any purported transfers of Virtual Currency effectuated outside of the Services, or the purported sale, lease, gift or trade in the “real world” of any Virtual Currency. Accordingly, you may not trade, sell or attempt to sell Virtual Currency for “real” money, or Virtual Currency for value of any kind outside of Our Properties. Any such transfer or attempted transfer is prohibited and void, and will subject your Account to termination.

  24. Unaffiliated Provider. Market gives Users the option to use Payoneer to create a US bank account and register with the information provided by Payoneer. Market is not affiliated with Payoneer, does not use Payoneer as a third party service provider for payment services, and does not recommend or endorse Payoneer services in any way. Market provides such information solely for the convenience of Users.

  25. Disputes. You must notify us in writing within ten (10) days after receiving your credit card statement (if you are a Client) or receiving notification that the services performed and/or Work Product delivered by you has not been accepted (if you are a Consultant), if you dispute any charges (as a Client) or the Client’s nonpayment or underpayment (as a Consultant). Upon receipt of such a notice, Market will notify the other party that there is a dispute to be resolved pursuant to the Arbitration provisions of these Terms.

  26. Non-Circumvention. You acknowledge and agree that Market requires that all Users make all payments due to Market and other Users via the Website in order for Market to provide you and other Users with the Website and the Services available therein. As such, you acknowledge and agree that you will pay all fees charged to your Account via the Website, and that you will not pay any other user directly, any fees due hereunder, or otherwise circumvent the payment process hereunder.

  27. Release. Market expressly disclaims any liability that may arise between Users of its Services. The Services are only a venue for connecting Users. Because Market is not involved in the actual contract between Users with respect to any Project or hiring of Talent with respect to any Job Posting, in the event that you have a dispute with one or more Users, you release Market (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

  28. Responsibility for Content.

  29. Types of Content. You acknowledge that all text, images, videos, audio-visual content, information, data, works of authorship and materials (collectively “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Market, are entirely responsible for all Content that you upload, post, transmit or otherwise make available (“Make Available”) through Our Properties (“Your Content”), and other Users of Our Properties, and not Market, are similarly responsible for all Content they Make Available through Our Properties (“User Content”).

  30. No Obligation to Pre-Screen Content. You acknowledge that Market has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Market reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Market pre-screens, refuses or removes any Content, you acknowledge that Market will do so for Market’s benefit, not yours. Without limiting the foregoing, Market shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

  31. Storage. Unless expressly agreed to by Market in writing elsewhere, Market has no obligation to store any of Your Content that you Make Available on Our Properties. Market has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Our Properties.

  32. Ownership.

  33. Our Properties. Except with respect to Your Content and User Content, you agree that Market and its suppliers own all rights, title and interest in the Our Properties (including but not limited to, any computer code and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Our Properties.

  34. License to Your Content. Subject to any applicable account settings that you select, you grant Market a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Our Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Our Properties, including but not limited to our question and answer forum. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Market, are responsible for all of Your Content that you Make Available on or in Our Properties.

  35. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Market.

  36. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.

  37. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Market through its suggestion or feedback pages (“Feedback”) is at your own risk and that Market has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Market a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Our Properties.

  38. Reviews. The Services host User Content that is related to reviews of certain Consultants. Such reviews are opinions and are not the opinion of Market, have not been verified by Market, and each User should undertake his or her own research to be satisfied concerning any specific Consultant. You agree that Market is not liable for any User Content.

  39. User Conduct. While using or accessing Our Properties you agree that you will not, under any circumstances:

  40. If you are a Client, (i) fail to pay, or unreasonably withhold payment for, the Projects posted by you, or any work performed by any Consultant, (ii) engage Consultant(s) you found or were matched with on Our Properties outside of Our Properties to avoid paying the Consultant(s) on Our Properties (iii) pay or attempt to pay a Consultant outside Our Properties for a Project that was posted by you on Our Properties and was accepted by Consultant on Our Properties;

  41. If you are a Consultant, (i) fail to deliver the Work Product, unless the User acting as a Client materially changes the scope of the Work Product without your consent, or you cannot contact the User acting as a Client, (ii) request, solicit, or accept payment for Work Product on a Project you were assigned through Market;

  42. Engage in any activity that interferes with or disrupts Market;

  43. Use Our Properties to advertise, solicit, or compete, directly or indirectly, with Market;

  44. Post false, inaccurate, misleading, defamatory or libelous content;

  45. Take any action that may undermine our feedback or ratings systems;

  46. Transfer your Account and username to another party without our consent;

  47. Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

  48. Use Our Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

  49. Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; or

  50. If a Client provides you, as a Consultant, with specifications, non-public business information and any other information provided to, or created by, a Client for a service contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form (“Confidential Information”), you agree to protect the secrecy of the Client’s Confidential Information with the same degree of care as used to protect your own confidential information, but in no even with less than due care;

  51. If a Client provides you, as a Consultant, with Confidential Information you will (a) not disclose or permit others to disclose the Confidential Information without first obtaining the express written consent from the Client, (b) not use or permit the use the Client’s Confidential Information except as necessary for performance of the Project for the relevant service contract created between you and the Client; and (c) limit access to the Client’s Confidential Information to your personnel who need to know the confidential information to perform the Project provided for the relevant service contract on Our Properties;

  52. If and when Confidential Information is no longer needed for the performance of the Project or at Client's written request (which may be made at any time at Client's sole discretion), the User that received Confidential Information, will, at its expense, promptly destroy or return the disclosing the Client’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. You, as a Consultant, that received Confidential Information agrees to provide written certification to the Client disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing the Client’s written request for such certification;

  53. Without limiting Section 10(i), Consultant will not publish, or cause to be published, any of Client’s Confidential Information, except as may be necessary for performance of Projects offered on Our Properties;

  54. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of you; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by you prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed you without use of the Client’s Confidential Information.

  55. Indemnification. You agree to indemnify and hold Market, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Market Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Our Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Market reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Market in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Our Properties.

  56. Disclaimer of Warranties and Conditions.

  57. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PROPERTIES IS AT YOUR SOLE RISK, AND OUR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Market PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  58. Market PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) OUR PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF OUR PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN OUR PROPERTIES WILL BE CORRECTED.

  59. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Market MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

  60. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR PROPERTIES. YOU UNDERSTAND THAT Market DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF OUR PROPERTIES. Market MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF OUR PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR PROPERTIES.

  61. You acknowledge and agree that Our Properties are a venue to connect Clients and Consultants who are unaffiliated with Market. Market does not control any Consultants nor does Market make any attempt to verify the accuracy of the information any Consultant posts in their public profiles. As such, Market makes no warranty that any services provided by Consultants will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Market makes no warranty regarding the quality of any such services, or the accuracy, timeliness, truthfulness, completeness or reliability of any User content obtained through Our Properties.

  62. We are not involved in the actual transaction between Consultants, Clients, and Talent. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of Projects or Job Postings advertised, the truth or accuracy of Users’ content, Projects or Job Postings, the ability of Users acting as Consultants to provide services, the ability of Users acting as Clients to pay for Work Product and Projects, or that any Consultant, Client, or Talent will actually complete a transaction or return all Confidential Information.

  63. Limitation of Liability.

  64. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL Market PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Market HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF OUR PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH OUR PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO OUR PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

  65. Cap on Liability. UNDER NO CIRCUMSTANCES WILL Market PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY Market AS A RESULT OF YOUR USE OF OUR PROPERTIES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER. IF YOU HAVE NOT PAID Market ANY AMOUNTS Market’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).

  66. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  67. User Content. Market PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

  68. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Market AND YOU.

  69. Procedure for Making Claims of Copyright Infringement. It is Market’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Market by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Our Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Our Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) 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; and (6) 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. Contact information for Market’s Copyright Agent for notice of claims of copyright infringement is as follows: Tal Frankfurt, 1854A Hedersonville Rd. #252, Asheville NC 28803.

  70. Termination and Suspension. Market may terminate or suspend your right to use Our Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Market may terminate or suspend your right to use Our Properties if you breach any provision of the Terms or any Market policy posted through Our Properties from time to time; if Market otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Market believes you are creating problems or possible legal liabilities; if Market believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Market believes you are infringing the rights of third parties; if Market believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, Market is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Services by the payment due date. In addition to terminating or suspending your Account, Market reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.

  71. Remedies.

  72. Violations. If Market becomes aware of any possible violations by you of the Terms, Market reserves the right to investigate such violations. If, as a result of the investigation, Market believes that criminal activity has occurred, Market reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Market is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Our Properties, including Your Content, in Market’s possession in connection with your use of Our Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Market, its Users or the public, and all enforcement or other government officials, as Market in its sole discretion believes to be necessary or appropriate.

  73. Breach. In the event that Market determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Our Properties, Market reserves the right to:

  74. Warn you via e-mail (to the e-mail address you provided Market) that you have violated the Terms;

  75. Delete any of Your Content provided by you or your agent(s) to Our Properties;

  76. Discontinue your registration(s) with any of Our Properties, including any Services;

  77. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

  78. Pursue any other action which Market deems to be appropriate.

  79. No Subsequent Registration. If your registration(s) with or ability to access Our Properties is discontinued by us due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Our Properties through use of a different email address, member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those of Our Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Market reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

  80. International Users. Our Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Market intends to announce such Services or Content in your country. Our Properties are controlled and offered by Market from its facilities in the United States of America. Market makes no representations that Our Properties are appropriate or available for use in other locations. Those who access or use Our Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

  81. General Provisions.

  82. Electronic Communications. The communications between you and Market use electronic means, whether you visit Our Properties or send use-mails, or whether we post notices on Our Properties or communicate with you via e-mail. For contractual purposes, you (1) consent to receive communications from Market in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Market provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

  83. Release. You hereby release Market Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Our Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Our Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

  84. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Market’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

  85. Force Majeure. Market shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

  86. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Our Properties, please contact us at: [support@crmmarket.com]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

  87. Limitations Period. YOU AND Market AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, OUR PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  88. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Market and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  89. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Market that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Market, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

  90. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Market should be sent to: 1854A Hedersonville Rd. #252, Asheville NC 28803. After the Notice is received, you and Market may attempt to resolve the claim or dispute informally. If you and Market do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

  91. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

  92. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

  93. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Market, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Market.

  94. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Market in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND Market WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

  95. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Terms, neither you or Market is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 18.7(m).

  96. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

  97. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

  98. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Market.

  99. Small Claims Court. Notwithstanding the foregoing, either you or Market may bring an individual action in small claims court.

  100. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

  101. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Asheville, North Carolina, for such purpose.

  102. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the international sale of goods does not apply to these Terms.

  103. Notice. Where Market requires that you provide an e-mail address, you are responsible for providing Market with your most current e-mail address. In the event that the last e-mail address you provided to Market is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Market’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Market at the following address: 1854A Hedersonville Rd. #252, Asheville NC 28803. Such notice shall be deemed given when received by Market by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

  104. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

  105. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

  106. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

  107. International Provisions. The following provisions shall apply only if you are located in the countries listed below.

  108. United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

  109. Germany. Notwithstanding anything to the contrary in Section 13, Market is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

End of Terms