USER AGREEMENT

This User Agreement (this “Agreement”) constitutes a legally binding agreement between you (“User”, “you” or “your”) and Key Lime International, Inc., a Delaware corporation (“Keylime”, “we” “us” or “our”) governing your use of our website located at https://www.joinkeylime.com (the “Site”).  The Site and the related services provided by Keylime, including, without limitation, communications and information (whether in writing, orally, or otherwise howsoever) to potential and actual Users of the Site or its services, together are hereinafter collectively referred to as the “Keylime Marketplace”.

You acknowledge that by using Keylime you have reviewed the Privacy Policy available at https://www.joinKeylime.com/privacy.

Your use of the Keylime Marketplace constitutes your acceptance of and agreement to all of the terms and conditions in this Agreement and the Privacy Policy, as they each may be in effect and modified from time to time. The Privacy Policy shall be incorporated by reference into this Agreement and, together with this Agreement, is collectively referred to herein as the “Terms of Service”.

If you are a Client (as defined below) and you or your organization is bound by a Master Services Agreement with Keylime (“Master Services Agreement”), then the Terms of Service will apply, if at all, only to the use of the Keylime Marketplace to the extent such use is not already governed by such a Master Services Agreement.

YOU UNDERSTAND THAT BY USING THE KEYLIME MARKETPLACE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 12 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 12).  IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT USE OR ACCESS THE KEYLIME MARKETPLACE.

1. DEFINITIONS www.joinkeylime.com/definitions

2. KEYLIME ACCOUNTS

2.1 Updates to this Agreement and Terms of Service

Keylime may revise this Agreement, the Terms of Service, and any additional terms and conditions from time-to-time. Keylime will post the revised terms to the Site with a “last updated” date, and Keylime will attempt to notify you of any material updates to this Agreement or the Terms of Service via email. You agree that we shall not be liable to you or to any third party for any modification of this Agreement or the Terms of Service.  If you continue to use the Keylime Marketplace after the revisions take effect, you agree to be bound by the revised terms.

You agree to receive electronically all communications, agreements, and notices that Keylime provides in connection with the Keylime Marketplace (“Communications”), including by email, by posting them to the Site, or through the Keylime Marketplace. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account (as defined in Section 2.2) contact information current.

2.2 Registration and Acceptance

By registering for an account to use the Keylime Marketplace (an “Account”) or by using the Keylime Marketplace after the Effective Date, you agree to abide by the Terms of Service.  To access and use certain portions of the Keylime Marketplace, you must register for an Account. Keylime reserves the right to decline a registration to join Keylime or to add an Account as a Client or Consultant, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.  If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

2.3 Account Eligibility

Keylime offers the Site and the Keylime Marketplace for your business purposes only and not for personal, household, or consumer use. To register for an Account or to access and use the Site and the Keylime Marketplace, you must, and hereby represent and warrant that you:

1. have read, understand, and agree to be bound by the Terms of Service;
2. are authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity);
3. will use the Site and the Keylime Marketplace for business purposes only;
4. will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Consultant Services, if applicable;
5. are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can enter into legally binding contracts;
6. will respect the privacy (including, without limitation, private, family, and home life), property and data protection rights of other Users;
7. will not record (whether video or audio or otherwise) any interaction by or with any User and/or Keylime in connection with the Keylime Marketplace without the prior written consent of Keylime and/or the relevant User, as applicable;
8. will fulfill the commitments you make to other Users, including, without limitation, paying any amounts due and payable to another User; performing the services, if applicable, as agreed upon as between the Consultant and Client, communicating clearly and promptly and/or responding promptly, and being present and/or available at the time you agree upon with your Consultant or Client, as the case may be;
9. will act professionally and responsibly in your interactions with other Users; and
10. will act in accordance with any applicable local, state, provincial, national, or international law or custom and in good faith.

2.4 Account Profile

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and Clients and, the public.  You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Keylime Marketplace or that you provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, or the services your business provides and to correct any such information that is or becomes false or misleading.  You further agree that any rate you charge as a Consultant is a market rate for the services your business provides.

2.5 Account Types

2.5.1 Client Account

You can register for an Account to use the Site and the Keylime Marketplace as a Client (a “Client Account”).  For purposes of this Agreement, the term “Client” shall mean any User using the Keylime Marketplace for the purpose of searching for or using Consultant Services.  Prior to accessing and utilizing the Client Account, each Authorized User (as defined below) will be required to register on the Keylime Marketplace and agree to the terms and conditions of the Terms of Service.

2.5.2 Consultant Account

You can register for an Account to use the Site and the Keylime Marketplace as a Consultant (a “Consultant Account”).  For purposes of this Agreement, the term “Consultant” shall mean any User using the Keylime Marketplace for the purpose of providing services to Clients.  Prior to accessing and utilizing the Consultant Account, each Authorized User (as defined below) will be required to register on the Keylime Marketplace and agree to the terms and conditions of the Terms of Service.

2.6 Account Permissions

If you are an entity or organization, you may authorize your employees and agents to create, access and utilize your Account (each user, an “Authorized User”).  You agree not to request or allow any Person who is not an Authorized User to create an Account on your behalf, for your use, or for your benefit or to use or access your Account. By granting an Authorized User permissions under your Account, you represent and warrant that (a) the Authorized User is authorized to act on your behalf; (b) you are financially responsible for the Authorized User’s actions taken in accordance with those permissions and you agree to be responsible for and bound by all acts and omissions of Authorized Users in the course of such Authorized Users’ use of your Account, including, without limitation, Authorized Users’ entry into any Service Contracts; and (c) you are responsible for ensuring that each Authorized User who accesses your Account is familiar with and abides by the terms and conditions of the Terms of Service and you shall be responsible for any Authorized User’s failure to comply with the terms and conditions of the Terms of Service.  If any such Authorized User violates the Terms of Service, it may affect your ability to use the Keylime Marketplace. Upon closure of an Account, Keylime may close any or all of your Accounts.

2.7 Identity and Location Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on the Keylime Marketplace. You authorize Keylime, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.

2.8 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Keylime to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the username or password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

3. KEYLIME MARKETPLACE

3.1 The Keylime Marketplace

The Keylime Marketplace is an online marketplace that provides an online search, introduction, and booking services through which Consultants with professional experience register as a Consultant on the Site and offer consultation and other services to Clients seeking such services.  Subject to the Terms of Service, Keylime provides access to the Keylime Marketplace to Users, including hosting and maintaining the Site and facilitating the formation of Service Contracts.

3.2 Relationship with Keylime

Keylime makes the Keylime Marketplace available to enable Consultants and Clients to find and transact directly with each other. Through Keylime Marketplace, Consultants may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Consultants that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Consultant on their own.

You acknowledge and agree that Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Work Order (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to any terms or conditions of Work Order, (d) performing Consultant Services, or (e) paying any fees owed pursuant to a Work Order or the Terms of Service.

You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Work Order and for verifying any information about another User. Keylime does not make any representations about or guarantee the truth or accuracy of any Consultant’s or Client’s listings or other User Content on the Keylime Marketplace, does not verify any feedback or information provided by Users about Consultants or Clients, and does not vet or otherwise perform background checks on Users.

3.3 Client Fees

For the right to access and use the Keylime Marketplace as a Client and to receive services from Consultants, Users who register for a Client Account shall pay Keylime, as follows:

3.3.1 Subscription Fee – a monthly subscription fee to access and use the Keylime Marketplace at the rate published at https://www.joinkeylime.com/pricingpage at the time a Client first registers for a Client Account on the Keylime Marketplace (the “Subscription Fee”), which shall remain the rate applicable to you during the Initial Term (as defined in Section 11.1).  The Subscription Fees will be invoiced on a semi-annual basis, and you will pay any such invoice via check, ACH or wire transfer within fifteen (15) calendar days of your receipt of the invoice.

3.3.2 Consultant Fees – an hourly fee to access consulting services. The consultant fee is based on the credentials in the rate card. Hours are determined based on how many hours a consultant billed to a client. Each assignment may have other requirements, limits, or considerations, detailed in a Work Order. The Consultant Fees will be invoiced on a monthly basis and you will pay any such invoice via check, ACH or wire transfer within thirty (30) calendar days of your receipt of the invoice.

4. CONSULTANT SERVICES

4.1 Work Orders

If a Client desires to engage a Consultant, and Consultant accepts, Keylime will issue a work order to the Client, and a separate work order to the Consultant detailed, a statement of work, the timeline, pricing, delivery requirements, key personnel, and location. The template for work orders is attached in Exhibit A (the “Form of Work Order”).

You acknowledge and agree that if you enter into any Work Order or any other written agreements that you and another User deem appropriate in connection with the provision of Consultant Services, including, without limitation, confidentiality agreements, invention assignment agreements, and assignment of rights (each a “Supplementary Agreement”) such agreements may not conflict with, narrow, or expand Keylime’s rights and obligations under the Terms of Service. To the extent there is a conflict between the terms and conditions of the Terms of Service and a Work Order, you agree that the terms and conditions of the Terms of Service shall govern.

Clients and Consultants have complete discretion with regard to whether to enter into a Work Order. Upon execution, the Work Order shall create a contractual relationship directly between the parties, and Consultant shall commence providing the Consultant Services on the date set forth in the Work Order.

YOU ACKNOWLEDGE AND AGREE THAT THE FORMATION OF A WORK ORDER WILL NOT, UNDER ANY CIRCUMSTANCE, CREATE AN EMPLOYMENT OR OTHER SERVICE RELATIONSHIP BETWEEN KEYLIME AND ANY CONSULTANT OR A PARTNERSHIP OR JOINT VENTURE BETWEEN KEYLIME AND ANY USER.

You further agree to notify Keylime of any disputes between yourself and another User with respect to any Work Order prior to the negotiation of or filing of any claims with respect to such disputes. Keylime reserves the right to suspend or terminate any Account pending the resolution of a dispute.

4.2 Invoicing and Billing Requirements

Consultants shall invoice Clients through Keylime for services provided with respect to each Project, as follows:

1. For Hourly Contracts, Consultant shall submit timesheets to Keylime on a weekly basis
2. For Fixed-Price Contracts, Consultant shall submit an invoice to Keylime upon the completion of any milestone, as applicable (“Fixed-Price Invoices”).

Keylime shall provide all Hourly Invoices and Fixed Price Invoices to the applicable Client for the Client’s approval and payment. If a Client fails to decline or dispute any Hourly Invoice or Fixed Price Invoice within seven (7) calendar days of the final day of each month, such Hourly Invoice or Fixed-Price Invoice, as applicable, shall be deemed approved.

4.3 Payment of Consultant Fees

Within thirty (30) calendar days from the date that an Invoice is approved Keylime shall pay the full amount due to the Consultant. Notwithstanding the foregoing, no payment of Consultant Fees will be payable to the Consultant if: (i) prohibited under applicable government law, regulation, or policy; (ii) Consultant did not directly perform or complete the Consultant Services set forth in the applicable Services Contract; (iii) if the Consultant did not perform the Consultant Services to the reasonable satisfaction of the Client; or (iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.

Within thirty (30) calendar days from the date that Keylime provides any Invoice, Client shall pay Keylime the full amount of Invoiced Fees.  If a Client fails to pay the Invoiced Fees within such time, Keylime shall be automatically and irrevocably authorized and instructed to charge Client’s Payment Method for such Invoiced Fees.

4.4 Cancellation and Early Termination of Work Orders

You agree that notwithstanding anything to the contrary in any Work Order, Users shall have the right to terminate a Work Order, as follows:

1. Users shall have the right to terminate a Work Order without the payment of any penalty or fee if (a) such cancellation occurs before any Services have been provided, and (b) you notify Keylime in writing of any such cancellation before any services have been provided;
2. Clients shall have the right to terminate any Work Order for any reason or no reason at all upon at least three (3) business days prior written notice to Keylime and the applicable Consultant, provided that the Client shall be responsible for paying for time and materials up until the time of termination in accordance with the terms and conditions of this Agreement and the Work Order; and
3. Consultants shall have the right to terminate any Service Contract for any reason or no reason at all upon at least two (2) weeks prior written notice to Keylime and the applicable Client, and Client shall only be responsible for paying for time and materials up until the time of termination in accordance with the terms and conditions of this Agreement and the Work Order.

4.5 Ownership of Work Product

Unless otherwise agreed in any Work Order, you acknowledge and agree that all work product delivered by a Consultant to a Client, including, without limitation, written reports, charts, graphs, tables, illustrations, configurations, computer programs, or other information and any intellectual property developed in connection therewith (collectively, “Work Product”) will be original work created solely by Consultant. To the extent any Work Product delivered by a Consultant to a Client contains third party content, such content will be clearly and conspicuously attributed to its legal owner.

Consultants shall not incorporate third party intellectual property into any Work Product delivered to a Client without full legal authority (by license or otherwise) to do so.  Unless otherwise expressly agreed in writing, all Work Product shall be deemed a “work for hire” and owned exclusively by Client, and Consultant shall assign any rights, title or interest of Consultant in the Work Product to Client.

4.6 Standards of Work

Consultant shall provide the services in accordance with the applicable Work Order.  You acknowledge, agree, and understand that Keylime does not, in any way, supervise, direct, control, or evaluate Consultants or their work and is not responsible for any Project, Project terms or Work Product. Keylime makes no representations about and does not guarantee, and you agree not to hold Keylime responsible for, the quality, safety, or legality of the services; the qualifications, background, or identities of Users; the ability of Consultants to deliver services; the ability of Clients to pay for services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Consultant to actually complete a transaction.

Consultant hereby represents and warrants that Consultant will (i) provide timely, high-quality services to Clients, (ii) only offer and provide services for which Consultant has the necessary skills and expertise, (iii) provide the services safely and in accordance with all applicable laws, (iv) have the legal right to work in the country in which Consultant is performing the services; and (v) will not provide any false or misleading information about Consultant’s identity or location, business, experience, areas of expertise, skills, or the services or business offering to be provided by Consultant. Consultant represents and warrants that Consultant will correct any such information that is or becomes false or misleading.

4.7 Independent Contractor

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Keylime and any User. Clients are solely responsible for and have complete discretion with regard to the selection of any Consultant for any Project. Keylime shall be solely responsible, and assumes all liability, for determining whether Consultants should be engaged as independent contractors or employees of Keylime and engaging them accordingly.

You acknowledge and agree that Consultants are solely responsible for determining (a) which Projects to accept; (b) the time, place, manner, and means of providing any services; (c) the type of services they provide; and (d) the rate they charge for their services or how that rate is determined or set, provided, however, that such rate shall be the market rate for the services provided.

You further acknowledge and agree that:

1. As a Consultant, you are not an employee of Keylime, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);
2. Keylime will not have any liability or obligations under or related to Work Orders for any acts or omissions by you or other Users;
3. Keylime does not supervise, direct, or control any Consultant; does not impose quality standards for services; and does not dictate the performance, methods or process any Consultant uses to perform the services;
4. Consultant is free to determine when and if to perform services, including the days worked and time periods of work, and Keylime does not set or have any control over Consultant’s pricing, work hours, work schedules, or work location, nor is Keylime involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Consultant for a Project;
5. Consultant will be paid at such times and amounts as agreed in a Work Order, and Keylime does not, in any way, provide or guarantee Consultant a regular salary or any minimum, regular payment;
6. Keylime does not provide Consultant with training or any equipment, labor, tools, or materials related to any Work Order; and
7. Keylime does not provide the premises at which Consultant will perform the work.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any other services through any other channels they choose. Users are free at all times to engage in such other business activities and services, provided that Users comply with the non-circumvention provision set forth in Section 5.

4.8 Conflicts of Interests

You warrant, on behalf of yourself and any company on whose behalf you entered into this Agreement, that entering into this Agreement, the Terms of Service, and any Work Order and, to the extent applicable, the performance or receipt of any Consultant Services, will not result in an actual or apparent conflict of interest on your part. For purposes hereof, a conflict of interests includes, but is not limited to, circumstances under which you may become biased with respect to the Consultant Services or gain an unfair competitive advantage. You further warrant, on behalf of yourself and any company on whose behalf you entered into this Agreement, that (i) you will promptly notify Keylime of any actual or apparent conflict of interest of which you become aware in the future; (ii) you shall not provide any services to any Client in connection with any Project where an actual or apparent conflict of interest exists; and (iii) to the extent that an actual or apparent conflict of interest arises or you subsequently become aware of an actual or apparent conflict of interest during the course of providing Consultant Services to a Client, that you shall immediately notify Keylime and the applicable Client and recuse yourself from providing any further services to such Client with respect to any Project in which such conflict arises.  Your failure to comply with this Section 4.8 shall constitute a material breach of this Agreement, and Keylime shall have the right to terminate this Agreement effective immediately and your license to use the Keylime Marketplace will be immediately revoked.

4.9 Confidential Information

You acknowledge and agree that in performing under this Agreement or any Work Order, you may be required to make available to another User certain Confidential Information.  Users may agree to any terms they deem appropriate with respect to confidentiality in any Work Order or Supplementary Agreement.  If and to the extent that the Users do not articulate any different terms in a Work Order or Supplementary Agreement, you agree that this Section 4.9 shall apply.

You agree to safeguard and hold in the strictest confidence all Confidential Information disclosed to you by another User in connection with this Agreement or any Work Order and will protect the secrecy of the disclosing party’s Confidential Information with the same degree of care as you use to protect your own Confidential Information, but in no event with less than due care.

You agree not to disclose such Confidential Information to unauthorized parties or to use the Confidential Information for any purpose other than as required for the performance of this Agreement or any Work Order. Except as required in the performance of this Agreement or any Work Order, neither this Agreement nor the furnishing of any information hereunder by a User shall grant the receiving party, by implication or otherwise, any license under any invention, patent, trademark or copyright.

Upon the written request of the disclosing party or upon termination of this Agreement, you shall promptly return or destroy all Confidential Information disclosed to you by the disclosing party and any copies thereof contained in or on your premises, systems, or any other equipment otherwise under your control.  Notwithstanding the foregoing, the receiving party shall have the right to retain one copy of the Confidential Information for regulatory or tax purposes or as otherwise required by applicable law, subject to the receiving party’s continued compliance with the restrictions and obligations set forth in this Section 4.9. This Section 4.9 shall survive the termination of this Agreement and any Service Contract.

4.10 Expenses

Any expenses incurred by Consultant in the performance of the Consultant Services shall be the sole responsibility of Consultant unless Keylime or the Client, as applicable, gives prior written approval of reimbursement of any such expense. You acknowledge and agree that Consultant shall be responsible for paying all operating expenses it incurs pursuant to the Terms of Service, subject to the preceding sentence.

4.11 Vat and Other Taxes

Keylime may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT in the jurisdiction of the Consultant (the "Taxes"). In such instances, any amounts Keylime is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Keylime under the Terms of Service.

You acknowledge and agree that Consultant is solely responsible (a) for all tax liability associated with payments received from Clients through Keylime, and that Keylime will not withhold any taxes from payments to Consultant; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Consultant is not covered by or eligible for any such insurance or benefits from Keylime; (c) for determining whether Consultant is required by applicable law to issue any particular invoices for the Consultant Fees and for issuing any invoices so required; (d) for determining whether Consultant is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Consultant Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Keylime is required by applicable law to withhold any amount of the Consultant Fees and for notifying Keylime of any such requirement and indemnifying Keylime for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Keylime, Consultant agrees to promptly cooperate with Keylime and provide copies of Consultant’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Consultant is or was at one point engaged in an independent business as represented to Keylime.

5. NON-CIRCUMVENTION

5.1 Non-Circumvention

Except as otherwise permitted pursuant to Section 5.2 below, during the term of this Agreement, the period of performance of any Work Orders, and for a period of one (1) year following the termination of this Agreement, you shall not directly or indirectly, solicit or attempt to solicit any User to become an employee, consultant or independent contractor of yours or any third-party, or accept or solicit any User to provide any Consultant Services that are not booked, paid for, and received through the Keylime Marketplace (collectively, “Off-Marketplace Services”).  Off Marketplace Services shall include, without limitation, the following:

1. submitting proposals or soliciting Users to contract, hire, work with, or pay Users outside the Keylime Marketplace;
2. accepting proposals or solicitations from Users to contract, invoice, or pay Users outside the Keylime Marketplace;
3. invoicing or reporting to Keylime an amount to be paid to a Consultant for the provision of Consultant Services that is lower than the amount actually agreed with such Consultant;
4. referring a User to a third-party who is not a User of the Keylime Marketplace for purposes of making or receiving payments off the Keylime Marketplace; and
5. obtaining, compiling, scraping, saving, or using data or information from the Keylime Marketplace regarding Users for the purpose of soliciting or attempting to solicit any User to become an employee, consultant or independent contractor of yours or any third-party or to provide any Off-Marketplace Services.

In the event that you enter into any agreement to receive or perform Off-Marketplace Services that are not permitted pursuant to Section 5.2 below, you agree that Keylime shall have the right to (i) immediately terminate this Agreement, revoke your access to the Keylime Marketplace, close all of your Accounts, (ii) require you to pay Keylime a Solicitation Fee in the amount of USD $10,000.

5.2 Permitted Off-Marketplace Services

Notwithstanding Section 5.1, you may receive or perform Off-Marketplace Services from or for a specified User, if prior to the commencement of any Off-Marketplace Services (i) you obtain the prior written consent of Keylime with respect to any such contemplated Off-Marketplace Services, which consent may granted or withheld in Keylime’s sole discretion (“Off-Marketplace Services Consent”), and (ii) you and the applicable User enter into a Service Contract for such Off-Marketplace Services (an “Off-Marketplace Agreement”), a copy of which shall be provided to Keylime (“Permitted Off-Marketplace Services”).

Automatic prior written consent is hereby provided for circumstances were 1) If a user independently applies to a job advertisement published by you on your website or on your behalf and you hire the user; and 2) If you have a prior existing relationship with the user for a contract of similar or same nature as demonstrated by a contract signed by both parties within the past 12 months.

This Section 5 shall survive termination of this Agreement for any reason.

6. BOOKS AND RECORDS

Users must each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Keylime upon request. Nothing in this Section 8 requires or will be construed as requiring Keylime to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Work Order. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Keylime’s part to store, backup, retain, or grant access to any information or data for any period.

7. WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE KEYLIME MARKETPLACE, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE KEYLIME MARKETPLACE. THE SITE AND THE KEYLIME MARKETPLACE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.  KEYLIME MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE KEYLIME MARKETPLACE, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEYLIME DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 11 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST KEYLIME WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

8. LIMITATION OF LIABILITY

Keylime is not liable, and you agree not to hold Keylime responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use the Keylime Marketplace; (ii) delays or disruptions to the Keylime Marketplace; (iii) viruses or other malicious software obtained by accessing, or linking to, the Keylime Marketplace; (iv) glitches, bugs, errors, or inaccuracies of any kind in the Keylime Marketplace; (v) damage to your hardware device from the use of the Keylime Marketplace; (vi) the content, actions, or inactions of third parties’ use of the Keylime Marketplace; (v) a suspension or other action taken with respect to your Account; (vi) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Keylime Marketplace; and (vii) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement and the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL KEYLIME, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS OF KEYLIME BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF KEYLIME, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE WILL NOT EXCEED AN AMOUNT EQUAL TO ANY FEES RETAINED BY KEYLIME WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CONSULTANT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

9. RELEASE

In addition to the recognition that Keylime is not a party to any contract between Users, you hereby release Keylime, and our respective officers, directors, agents, subsidiaries, joint ventures, employees, affiliates, licensors, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Consultant Services provided to Client by a Consultant and requests for refunds based upon disputes.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that Keylime failed to meet our obligations under the Terms of Service.

10. INDEMNIFICATION

You will indemnify, defend, and hold harmless Keylime and our respective directors, officers, employees, representatives, affiliates and agents (each an “Indemnified Party”) for any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by a third party or other User against an Indemnified Party (collectively, “Indemnified Claims”) relating to or arising out of:

1. the use of the Site and the Keylime Marketplace by you or your agents, including any payment obligations or default incurred through use of the Keylime Marketplace;
2. any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of Keylime as an employer or joint employer of Consultant; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits;
3. failure to comply with the Terms of Service by you or your agents;
4. failure to comply with applicable law by you or your agents;
5. negligence, willful misconduct, or fraud by you or your agents; and
6. defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

For purposes of this Section 10, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.

11. TERM AND TERMINATION

11.1 Term

Your use of the Keylime Marketplace, and these Terms of Service, shall continue in force for twelve (12) months commencing on the Effective Date (the “Initial Term”). Thereafter, your use of the Keylime Marketplace, and these Terms of Service, will renew automatically for additional [twelve (12) month] periods (each, a “Renewal Term”, and together with the Initial Term, collectively, the “Term”), unless you deliver written notice to Keylime not less than thirty (30) calendar days prior to the expiration of the then current Term, that the then current term shall not be extended.

11.2 Termination for Convenience

Either Keylime or you may terminate this Agreement at any time by giving thirty (30) calendar days’ written notice to the other of such termination.  In the event this Agreement is terminated pursuant to this Section 11.2, your right to access and use the Keylime Marketplace shall be automatically revoked, and your Account will be closed.

11.3 Termination for Breach

Either Keylime or you may terminate this Agreement at any time upon the material breach of the Terms of Service with at least fifteen (15) calendar days' prior written notice to the other party, provided that the material breach has not been cured prior to the end of the notice period or any further period as the other party may have subsequently approved in writing.  In the event this Agreement is terminated pursuant to this Section 11.2, your right to access and use the Keylime Marketplace shall be automatically revoked, and your Account will be closed.

11.4 Termination by Keylime

Keylime shall have the right to terminate this Agreement, in whole or in part, upon written notice of termination to you, if:

1. you become insolvent or bankrupt or enter into any agreements with your creditors for relief of debt or take advantage of any law for the benefits of debtors or go into liquidation or receivership whether compulsory or voluntary;
2. in the judgment of Keylime, you have engaged in corrupt or fraudulent practices (a) in connection with the receipt or performance of any Consultant Services, (b) in connection with your use and access to the Keylime Marketplace; or (c) in entering into or performing under any Work Orders; or
3. you fail to materially comply with the terms and conditions of any Work Order, including, the timely payment of any Consultant Fees or provision of Consultant Services.

11.5 Actions to be Taken Upon Termination

Upon termination of this Agreement for any reason, the following actions shall be taken:

1. you shall immediately cease use of the Keylime Marketplace;
2. you shall pay to Keylime any amounts due and owing to Keylime under this Agreement, the Privacy Policy, and any Work Orders;
3. Keylime shall pay to Consultant, as follows: (a) with respect to Hourly Contracts, any Consultant Fees due and owing to Consultant as of the date of termination for Consultant Services provided and accepted by a Client; and (b) with respect to Fixed-Price Contracts, any Consultant Fees due and owing to Consultant as of the date of Termination for Consultant Services that were completed, delivered and accepted by a Client, provided that to the extent that any payments already made to Consultant with respect to the Consultant Services provided to such Client exceed the amount finally determined to be due, Consultant shall repay the excess amount to Keylime upon demand; and
4. Consultant shall deliver to the Client all information, files, research, contact logs, materials, or other Work Product accumulated in performing the Consultant Services whether completed or in process.

This Section 11.5 shall survive the expiration or termination of this Agreement for any reason.

11.6 Termination of Service Contracts

You acknowledge and agree that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Work Order entered into between Users. If you elect to terminate this Agreement while having one or more open Work Orders, you agree that (a) you will continue to be bound by the Terms of Service until all such Work Orders have been closed on the Keylime Marketplace or have been completed; and (b) you will continue to be obligated to pay Keylime any amounts accrued but unpaid as of the date of termination or as of the closure of any open Work Orders, whichever is later.

11.7 Revoking Access to the Keylime Marketplace

Without limiting Keylime’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Keylime Marketplace, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all of the Keylime Marketplace to you if: (i) you breach of the any terms and conditions of this Agreement or any other provisions of the Privacy Policy; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may (1) cause legal liability for you, our Users, or Keylime, (2) be contrary to the interests of the Keylime Marketplace or our Users, or (3) involve illicit or illegal activity.

If your Account is temporarily or permanently closed, you may not use the Keylime Marketplace under the same Account or a different Account or reregister under a new Account without Keylime’s prior written consent. If you attempt to use the Keylime Marketplace under a different Account, we reserve the right to use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Keylime Marketplace depend on transparency of a User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF KEYLIME DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, KEYLIME HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO WORK ORDERS WITH YOU OF YOUR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT KEYLIME WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

11.8 Account Data on Closure

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Keylime Marketplace and that that any closure of your Account may involve deletion of any content stored in your Account for which Keylime will have no liability whatsoever. Keylime, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

11.9 Survival

After this Agreement terminates, the terms of the Terms of Service that expressly or by their nature contemplate performance after the Terms of Service terminate or expire, will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after the Terms of Service terminate. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Keylime from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

12. DISPUTES BETWEEN YOU AND KEYLIME

12.1 Dispute Resolution

If a dispute arises between you and Keylime, our goal is to resolve the dispute quickly and cost-effectively. You and Keylime agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the Privacy Policy, your relationship with Keylime (including without limitation any claimed employment with Keylime or one of our successors), the termination of your relationship with Keylime, or the Keylime Marketplace (each, a “Claim”) in accordance with this Section 12 (sometimes referred to as the “Arbitration Provision”).

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Privacy Policy, any Work Order, any payments or monies you claim are due to you from Keylime or our successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Keylime or the termination of that relationship.

Any Claims that are prohibited from being subject to an arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

12.2 Choice of Law

This Agreement, the Privacy Policy, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

12.3 Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you and Keylime agree to first notify each other of the Claim. You agree to notify Keylime of the Claim at 100 S. Military Trail #10 Deerfield Beach FL 33442 or by email to contact@joinkeylime.com, and Keylime agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Keylime then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Keylime, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Keylime will have 60 calendar days from the date of receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

12.4 Binding Arbitration

This Arbitration Provision applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 calendar days of receipt of the applicable Notice, you and Keylime agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

12.4.1 Scope of Arbitration Agreement and Conduct of Arbitration

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Keylime ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in the State of Florida in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Consultants that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Consultant is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Keylime will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Consultant will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Keylime to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Keylime to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between Keylime and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 12.4.3, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 12 unless all parties to that arbitration consent in writing to that amendment. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Keylime will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

12.4.2 Interpretation and Enforcement of this Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.  In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

12.4.3 Right to Opt Out of the Arbitration Provision

You may opt out of the Arbitration Provision contained in this Section 12 by notifying Keylime in writing within 30 calendar days of the date you first registered for the Site. To opt out, you must send a written notification to Keylime at 100 South Military Trail #10 Deerfield Beach FL 33442 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to [contact@joinkeylime.com]. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.  If you do not opt out as provided in this Section 12.4.3, continuing your relationship with Keylime constitutes mutual acceptance of the terms of this Arbitration Provision by you and Keylime. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

12.4.4 Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.  If any portion of the Class Action Waiver in Section 12.4.5 below, is deemed to be unenforceable, you and Keylime agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

12.4.5 Class and Collective Waiver

This Arbitration Provision affects your ability to participate in class or collective actions. Both you and Keylime agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Keylime agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Keylime may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

13. BLOCKED PERSONS OR ENTITIES

You represent and warrant, on behalf of yourself and any company on whose behalf you entered into this Agreement, that to your actual or constructive knowledge: (a) neither you (nor any directors and officers of the company, if applicable) nor any of your affiliates, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders, nor any funding sources for any of the foregoing is a Specially Designated National or Blocked Person; (b) neither you nor any of your affiliates, subsidiaries, respective shareholders, or beneficial owners of non-publicly traded shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo or economic or trade sanctions by the United States government; (c) neither you nor any of your affiliates, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders is acting on behalf of a government of any country that is subject to such an embargo; and (d) neither you nor any of your affiliates, subsidiaries, respective shareholders, beneficial owners of non-publicly traded shareholders is involved in business arrangements or otherwise engaged in transactions with countries subject to economic or trade sanctions imposed by the United States government.

Upon the occurrence of any event which would render the foregoing representations and warranties incorrect, you shall immediately notify Keylime in writing.  You further agree that if the above representations are no longer accurate, that you will immediately cease using the Keylime Marketplace and your license to use the Keylime Marketplace will be immediately revoked.

If you, the company on whose behalf you entered into this Agreement, or any person or entity with an equity interest in you or the company on whose behalf you entered into this Agreement becomes a Specially Designated National or Blocked Person, or if a Specially Designated National or Blocked Person acquires a direct or indirect interest in you or the company on whose behalf you entered into this Agreement, Keylime may terminate this Agreement by giving notice effective immediately and pursue all rights and remedies available at law and/or in equity.

14. ANTI-CORRUPTION; ANTI-BRIBERY

You shall, in connection with activities associated with the Terms of Service, comply with any applicable anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act (collectively, the “Anti-Corruption Laws”).  In connection with any aspect of the Terms of Service, you represent, warrant and covenant, on a continuing basis, on behalf of yourself and any company on whose behalf you entered into this Agreement, that you have not taken nor shall take you take any action, directly or indirectly, that may result in a violation of the Anti-Corruption Laws by you or Keylime, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, business courtesy, bribe, rebate, kickback, or giving of any other thing of value, regardless of form or amount, to any foreign or domestic Government Official to obtain a competitive advantage for any party or to receive favorable treatment in obtaining or retaining business.  You agree to cooperate fully with any Governmental Authority investigating a possible violation described in this Section 14.

You represent, warrant and covenant, on a continuing basis, on behalf of yourself and any company on whose behalf you entered into this Agreement, that except as may otherwise be disclosed by you in writing to Keylime, neither you nor any of your direct or indirect shareholders (including legal or beneficial shareholders), or other persons designated by you to act on your own behalf or receive a benefit under this Agreement is a Government Official.  Furthermore, you represent, warrant and covenant, on a continuing basis, that no Government Official has or will have any existing or inchoate legal or beneficial interest in this Agreement or any payments to be made hereunder.  You shall promptly notify Keylime in writing in the event of a change in status of any such persons.

You represent, warrant and covenant, on a continuing basis, that funds received or paid in connection with entry into or performance of the Terms of Service or any Service Contract have not been and will not be derived from or commingled with the proceeds of any activities that are proscribed and punishable under the criminal laws of the European Union and the United States and that you are not engaging in this transaction in furtherance of a criminal act, including acts in violation of applicable Anti-Corruption Laws.  Should you learn that conduct has or may have occurred in violation of this Section 14, you shall promptly notify Keylime in writing.

In the event that Keylime has any basis for a reasonable belief that a User may not be in compliance with any of the foregoing representations, warranties, covenants, undertakings, obligations or conditions set forth in this Section 14, Keylime shall advise such User of such belief and such User shall cooperate with any and all reasonable information and other documentation requests, including requests for execution of certificates of compliance, and inquiries in connection therewith, and shall permit inspection at all reasonable times and upon reasonable prior notice of books and records pertaining to the Terms of Service, the provision of Consultant Services, or any Project.

15. Intellectual Property Rights

15.1 Ownership

The Site and the Keylime Marketplace are owned and operated by Keylime.  Keylime retains all right, title and interest in and to information, documents, logos, graphics, sounds, images, works (including source code, object code, user interfaces, documentation, or other works), algorithms, data, inventions, discoveries, ideas, designs, trade secrets, tangible or intangible, embodied in  the Keylime Marketplace, including without limitation all copyrights, patent rights, trade secret rights, trademark rights, moral rights, and other intellectual property rights to and in the Keylime Marketplace in the United States and all other countries, including the right to pursue patents, utility models, or industrial design applications in the United States and all other countries (collectively, the “Keylime Intellectual Property”). No portion of the Keylime Marketplace is developed as a “work-made-for-hire”, as defined by the Copyright Law of the United States, for you, and the Keylime Marketplace in its entirety shall be exclusively owned by Keylime.

Except as otherwise expressly provided by Keylime, no Keylime Intellectual Property may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Keylime Marketplace shall be construed to confer any license under any of Keylime’s Intellectual Property Rights, whether by estoppel, implication or otherwise. Any rights not expressly granted herein are reserved by Keylime.

15.2 User Content

You are legally and ethically responsible for any User Content and you agree that you will not submit any User Content that:

1. is known by you to be false, inaccurate or misleading;
2. infringes anyone’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
3. violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising);
4. is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing, or advocates or encourages illegal conduct harmful to any individual, partnership or corporation;
5. includes advertisements, spam, or content for which you were compensated or granted any consideration by any third party;
6. that contains any computer virus, worms, or other potentially damaging computer programs or files; or
7. that otherwise violates the Terms of Service.

Under United States federal law, you retain copyright on all works you create and post as User Content, unless you choose specifically to renounce it. In posting a work as User Content, you authorize other members who have access to that service to make personal and customary use of the work, including creating links or reposting, but not otherwise to reproduce or disseminate it unless you give permission for such dissemination.  You grant Keylime a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell, distribute, and/or incorporate such content into any form, medium, or technology throughout the world without compensation to you. You have the right to remove any of your works from User Content at any time.

When accessing the Keylime Marketplace, you agree not to upload, download, display, perform, transmit or otherwise distribute any content that: (i) is libelous, defamatory, obscene, pornographic, abusive or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Keylime reserves the right to terminate or delete such material from its servers. Keylime will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of Terms of Service or of any applicable laws.

16. GENERAL

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, sets forth the entire agreement and understanding between you and Keylime relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Keylime drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Keylime because of the authorship of any provision of the Terms of Service.

16.2 Modifications; Waiver

No modification or amendment to the Terms of Service will be binding upon Keylime unless in a written instrument signed by a duly authorized representative of Keylime or posted on the Site by Keylime. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

16.3 Assignability

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Keylime’s prior written consent in the form of a written instrument signed by a duly authorized representative of Keylime. Keylime may freely assign the Terms of Service without User’s consent. Any attempted assignment or transfer by User in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

16.4 Severability

If and to the extent any provision of the Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. If a court of competent jurisdiction or an arbitration tribunal determines that any term of the Terms of Service, or the applicability thereof to any Persons or circumstances, is invalid or unenforceable to any extent under applicable law, the remainder of the Terms of Service shall be construed as if such term had not been inserted except when such construction (i) shall operate as an undue hardship on any party to the Terms of Service, or (ii) shall constitute a substantial deviation from the general intent and purposes of the parties as reflected in the Terms of Service.

16.5 Force Majeure

Neither you nor Keylime shall be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond your reasonable control or the reasonable control of Keylime, as applicable.

16.6 Prevailing Language and Location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Keylime Marketplace is controlled and operated from our facilities in the United States.

16.7 Access of the Site Outside the United States

Keylime makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Keylime Marketplace, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Keylime Marketplace is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Keylime Marketplace and your license to use the Keylime Marketplace will be immediately revoked.

16.8 Consent to Use Electronic Records

In connection with the Terms of Service, you may be entitled to receive certain records from Keylime, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Keylime Marketplace, you give us permission to provide these records to you electronically instead of in paper form.

SCHEDULE I

FEE DISCOUNTS

The Standard Marketplace Fee shall be discounted, as follows:

• Pre-Existing Relationships— A Fee Discount of five percent shall be applicable to the Standard Marketplace Fees for a given Project, if the Client has had a pre-existing working relationship with the Consultant providing Consultant Services with respect to such Project in the twelve (12) months immediately preceding the engagement of such Consultant by the Client. To qualify for this Fee Discount, the Client must provide Keylime with a signed contract which validates such pre-existing working relationship and must be approved by Keylime in writing.
• Sales Volume—A Fee Discount of one percent shall be applicable to any Standard Marketplace Fees incurred by a Client during the then current Term, for every $200,000 in consultant services. To qualify for this Fee Discount, the Client must pay Keylime a quarterly retainer fee for Consultant Fees which Keylime will pay to the Consultants on behalf of the Client during such quarter in a mutually agreed upon amount. The retainer fee shall be applied to the Client’s invoice for Consultant Fees.
• Other discounts—Keylime may offer other discounts, in writing, in response to market conditions.

EXHIBIT A

FORM OF WORK ORDER