Keylime Terms Of Use

Last Updated September 3, 2019


The Keylime Marketplace website (“Website”) provides an online search, introduction, and booking platform through which individuals with professional experience, who register as an expert on the Website (each, a “Consultant”) offer consultation and other services (“Services”) to individuals and entities seeking services, who join the Website (each, as an “Organization” and/or "Company").


These Website Terms of Use (the “Terms of Use”) apply to all users of the Website (“Users”) in connection with their use of the Website and the search, introduction, and booking services and other utilities and services made available through the Website (collectively, the “Services”).


These Terms of Use constitute a legal agreement between you and Keylime Marketplace, Inc., a Delaware corporation (“Keylime”). By registering to use the Website (i.e., by creating a user name and password on the Website), you agree to be legally bound by the terms and conditions contained in these Terms of Use.


Please read these Terms of Use carefully and, if you do not agree to any of the terms, do not proceed with registration or make use of the Website.


Conditions of Use


1.1 You will not use the Website unless you are at least eighteen (18) years of age. If you register or agree to use the Website or any Services, or request to hire a Consultant, on behalf of a business or organization, you must be duly authorized to contract on the Organization’s and/or Companies' behalf.


1.2 You are responsible to keep your Keylime account password a secret and not to share your account with anyone else, and you acknowledge that you are responsible for anything that happens through your account.


1.3 You agree at all times to be bound and abide by applicable law (United States and foreign), as well as the terms and conditions of these Terms of Use and all other Keylime policies and agreements which apply to you, including, without limitation, Keylime Privacy Policy, the terms of which Privacy Policy are incorporated herein and made part of this agreement by this reference.


1.4 You agree carefully to review the terms and conditions of these Terms of Use, and the other Keylime policies and agreements which are relevant to you, before using the Website or any Services, or hiring a Consultant. If you have any questions about which policies and agreements apply to you, or about specific terms, you should contact Keylime at contact@joinkeylime.com.


1.5 You acknowledge that the terms of these Terms of Use, as well as of the other Keylime policies and agreements (including, without limitation, the Privacy Policy), may change from time to time, and you agree to be bound by such changes as of their effective date, if you are subject to the relevant agreement or policy. While we will do our best to notify you of any such changes, it is your responsibility to check back on Keylime website from time to time for updates.


1.6 No changes or updates in agreement or policy terms will be retroactive. If you do not agree to be bound by any updated terms, you must immediately discontinue use of the Website and any Services, and promptly contact us to terminate the agreement(s) by which you no longer agree to be bound. You may contact us for this purpose by emailing us at contact@joinkeylime.com.


1. 7 Users agree that, unless otherwise agreed in writing by a Consultant and Organization, the terms of Keylime Consultant-Organization Engagement Agreement will apply to each service by which an Organization books, and an Consultant agrees to perform, using Keylime Website as the connecting platform. Keylime Consultant-Organization Engagement Agreement is a template of basic legal terms which Consultants and Organizations may agree in connection with services an Organization requests from a Consultant. Users agree that Keylime Consultant-Organization Engagement Agreement is provided as a convenience to Users, and Keylime makes no representations or warranties as to the legal or commercial adequacy of such agreement for Users’ purposes. Consultants and Organizations are free to agree additional or alternative terms between them and are not required to use the Keylime Consultant-Organization Engagement Agreement for services performed resulting from a Consultant-Organization introduction made through Keylime Website. Users are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of the Keylime Consultant-Organization Engagement Agreement for such Users’ purposes.


The Services


2.1 Keylime may discontinue or change part or all of the Website or Services at any time, with or without notice to you.


2.2 Keylime may deactivate your User profile at any time, with or without notice, and with or without cause.


2.3 If you make use of the Services, Keylime may terminate your participation in the Services, with or without cause, and with or without notice to you. In the event Keylime terminates your use of the Services: (i) if you are an Organization, any pre-paid but unused fees which may have been paid by you to Keylime will be refunded to you, and (ii) if you are an Consultant, any fees due to you but unpaid as of the date of termination will be paid.


Disclaimer and Limitation of Liability


3.1 Consultants and Organizations agree that Keylime does not itself provide consultations or expert information. Keylime shall not be party to, or responsible for the performance of the terms of, any agreement between Consultants and Organizations which may result from an introduction made through the Website, and Keylimes' sole obligation with respect to such agreement will be to pay Consultant pursuant to the terms of the relevant Keylime Consultant Participation Agreement and Keylime Organization Services Agreement.


3.2 The Website and Services are not guaranteed to be available on a timely, error-free, or uninterrupted basis.


3.3 TO THE EXTENT PERMITTED BY LAW, KEYLIME DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.


3.4 KEYLIME SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE WEBSITE OR THE SERVICES.


3.5 UNDER NO CIRCUMSTANCES WILL KELIMES’ LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED EITHER (A) $5,000, OR (B) THE TOTAL FEES PAID BY YOU TO KEYLIME IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE EVENT WHICH GIVES RISE TO YOUR CLAIM, WHICHEVER IS LESS, WHETHER OR NOT KEYLIME KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.


3.6 Some jurisdictions may not permit the limitation of liability as described above, so some or all of the described limitations may not apply to you.


3.7 This Section 3 will survive termination hereof for any reason.


Enforceability of Terms


4.1 You agree that if any term of these Terms of Use is held by a court of competent jurisdiction to be invalid, unlawful or incapable of being enforced, then all conditions and provisions of this Agreement that can be given effect without such invalid, unlawful or unenforceable provision, shall nevertheless remain in full force and you agree to be bound by the remaining, enforceable terms, provided that the original intentions of you and Keylime under this Agreement shall be maintained.


4.2 Any delay or omission by Keylime to exercise any right or power arising from any breach or default by you in any of the terms of these Terms of Use shall not be construed to be a waiver by Keylime of its rights in connection with such breach or default, or in connection with any subsequent breach or default by you of the same or other terms.


Ownership of Website Content, Service Marks and Logos


5.1 All content published on Keylime website duly owned by or licensed to Keylime and may not be reproduced or published, in whole or in part, by you without Keylimes’ prior written consent.


5.2 Keylime and are the service marks of Keylime Marketplace, Inc., a Delaware corporation.


5.3 Nothing herein is intended to transfer any ownership interest in the intellectual property of any party hereto.


Governing Law; Jurisdiction and Venue


6.1 These Terms of Use shall be governed by the laws of the State of Delaware, USA, without regard to the conflicts of law provisions of any jurisdiction.


6.2 To the extent that any lawsuit is permitted under these Terms of Use, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, USA.

Copyright © 2019 Keylime Marketplace