MAKER TERMS OF USE

IF YOU ARE A MAKER AND YOU WISH TO USE THIS WEBSITE, PLEASE CAREFULLY READ THE MAKER TERMS OF USE BEFORE DOING SO. BY USING THIS WEBSITE, YOU AGREE TO FOLLOW AND BE BOUND BY THIS AGREEMENT, WHICH WILL BE A LEGALLY ENFORCEABLE AGREEMENT BETWEEN YOU AND MAKER MARKETPLACE LLC.

1. Parties and Effective Date

THIS MAKER TERMS OF USE (“AGREEMENT” OR “MAKER AGREEMENT”) IS BETWEEN MAKER MARKETPLACE LLC (“MAKER MARKETPLACE”) AND YOU AS THE MAKER OF CUSTOM GOODS OR PROVIDER OF CUSTOM SERVICES WHO IS SUBSCRIBING TO OR OTHERWISE USING THE MAKER MARKETPLACE SITE AND SERVICES (“MAKER” OR “YOU”), WHETHER OR NOT YOU ACTUALLY MAKE OR SELL ANY GOODS OR SERVICES IN CONNECTION WITH YOUR USE OF THE MAKER MARKETPLACE SITE OR SERVICES. YOUR USE OF THE MAKER MARKETPLACE WEBSITE, LOCATED AT HTTPS://WWW.MAKER-MARKETPLACE.COM (THE “SITE”) AND ANY OTHER MAKER MARKETPLACE SERVICES, WILL AT ALL TIMES BE GOVERNED BY THIS AGREEMENT AND MAKER MARKETPLACE’S PRIVACY POLICY, (TOGETHER, THE “MAKER TERMS AND CONDITIONS”). THIS VERSION OF THE AGREEMENT WAS IMPLEMENTED AND BECAME EFFECTIVE ON SEPTEMBER 2, 2024 (“EFFECTIVE DATE”). IT APPLIES FROM THE LATER OF (1) THAT DATE OR (2) THE DATE ON WHICH YOU ACCEPTED IT THROUGH THE SITE.

2. Purpose of Maker Marketplace

Maker Marketplace has created an online marketplace to connect makers of custom and handmade goods and providers of custom services with users who wish to shop for and purchase custom and handmade goods and services (“Buyers” and, together with you and other makers, “Users”). You may post information about your skills and past projects in your profile. On and through the Site, Buyers may send an email request to invite bids or proposals from makers for custom goods or services (“Project Requests”) or order items directly. You may respond to that email directly through your own email service provider to submit a proposal to the Buyer (“Project Proposal”). You will not be able to respond to the Buyer’s email request through the Site. Once a proposal is accepted or order is made, Buyers and you can communicate with each other to form an agreement whereby you will create and deliver a custom good or service (a “Project”) to the Buyer (a “Project Agreement”). Maker Marketplace makes no guaranty, representation, or assurance that a Project Agreement will be legally enforceable if challenged.

3. Eligibility to use the Site

The Site is available only to legal entities or persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. If you are a person who agrees to this Agreement on behalf of a company or other legal entity, the terms “Maker,” “you,” and “your” refer both to you personally and the entity on whose behalf you agree. Furthermore, you personally represent and warrant that you have the authority to bind that entity to this Agreement.

Nothing in this Agreement precludes you from engaging with Maker Marketplace or the Site as a Buyer or potential Buyer, as long as you open a separate account designated for Buyers or potential Buyers and agree to the terms of the separate agreement applicable to Buyers (the “Buyer Agreement”).

Maker Marketplace shall at all times have the right, in its sole discretion, to suspend or cancel a User’s account or access to the Site, or to otherwise preclude a User from using the Site or the Maker Marketplace services, for any reason or no reason. If your account is suspended, restricted, or cancelled, you may not continue to use the Maker Marketplace service or Site under a different or new account.

4. Role of Maker Marketplace

You agree that by making a Project Proposal to another User of the Site, you are agreeing and intending to enter into a binding legal agreement with that User if and when that User accepts your proposal. That binding agreement shall be between only you and that other User. Maker Marketplace shall not be a party to any agreement between you and another User. You understand and agree that Maker Marketplace does not deliver any goods or provide services for or on behalf of you, does not ensure payment by any User, and does not make any representations regarding the quality of such goods or services.

Maker acknowledges, agrees and understands that: (i) the Site is merely a venue for introducing and facilitating agreements between Users; (ii) Maker Marketplace is not a party to any Project Agreements between Users; (iii) no User, including you, is an employee, agent, or representative of Maker Marketplace; (iv) Maker Marketplace is not an employee, agent, or representative of any User, including you; (v) Maker Marketplace does not, in any way, supervise, direct, or control any User’s work; (vi) Maker Marketplace shall not have any liability or obligations under or related to Project Agreements or for any acts or omissions by any User; (vii) Maker Marketplace has no control over Users; and (viii) Maker Marketplace makes no representations as to (a) the reliability, capability, honesty, qualifications, or other characteristics of any User or any User’s statements or conduct; or (b) the quality, safety, or legality of any Project delivered by a Maker.

5. Limited License and Restrictions on Use

All content included in the Site, including but not limited to text, graphics, video, interfaces, logos, button icons, images, data compilations, software, and the compilation thereof is the property of Maker Marketplace or its content and software suppliers and is protected by United States and international laws. Unauthorized use of such intellectual property or information, or the Site, is prohibited. Except as expressly provided herein, Maker Marketplace does not grant any express or implied right or license of any kind to you concerning any patents, copyrights, trademarks, trade secrets, or other intellectual property rights.

Maker Marketplace grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download and print the pages within the Site solely for your personal, informational, and noncommercial (except in your capacity as a Maker transacting business with other Users within the purpose of the Site specified by Section 2 of this Agreement) use. Individual pages and sections of the Site may be printed for personal or internal use only, provided that such print outs retain all applicable copyright or other proprietary notices. Maker Marketplace reserves all rights not expressly granted in this Agreement.

Except as otherwise stated in this Agreement, you may not:

loan, share, publish, republish, copy, reproduce, disclose, transmit, display, sell, license, lease or distribute any portion of the Site or any data thereon to any third-party, or use the Site as a basis for a directory or database prepared for commercial sale, commercial use, or distribution;
remove any copyright, watermark, trademark or other proprietary notices contained in the Site;
disassemble, decode, decompile or otherwise reverse engineer any software used in providing, accessing, storing, serving, or viewing the Site (the “Software”);
access, download, transfer or manipulate data or databases comprising the Site or any portion of it using protocols or interfaces other than those provided by Maker Marketplace as part of the Site (including, but not limited to, using programming scripts, robots, spiders, crowd-sourced human intelligence, or any other automated method to automatically obtain the contact information of subscribers and any programming scripts or third-party software or crowd-sourced human intelligence which automatically downloads or copies image or textual content from any portion of the Site);
hire any type of crowd-sourced or outsourced labor to use the Site in any way;
use any automated method of contacting Users through the Site;
contact Users for the purpose of promoting or soliciting any goods or services, other than as provided by the Site and consistent with the purpose of the Site described in Section 2 of this Agreement;
have access to or make any use of the source code for the Site;
take any action inconsistent with Maker Marketplace’s ownership of and rights in the Site and the Software; or
violate any law or regulations concerning data protection.

In addition, you agree:

not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
not to disrupt or interfere with any User’s permitted enjoyment of the Site or affiliated or linked websites;
not to upload, post or otherwise transmit through or on the Site any viruses, spam, malware, or other harmful, disruptive or destructive files or materials;
not to use, frame or use framing techniques to enclose any Maker Marketplace trademark, logo, content or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a webpage);
not to use meta tags or any other “hidden text” using a Maker Marketplace name, trademark, or product name;
not to create or use a false identity on the Site;
not to collect or store personal data about others obtained through the Site without their consent; not to attempt to obtain unauthorized access to portions of the Site that are restricted from general access;
not to take any action that will or could impose an unreasonably or disproportionately large load on the Site or Maker Marketplace’s other infrastructure;
not to post any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy or otherwise in violation of any applicable domestic or foreign law;
not to post any material in violation of another’s intellectual property rights;
not to take any action that may undermine any feedback or rating systems;
to comply with all applicable laws that relate to your use of or activities on or in relation to the Site including but not limited to United States export restrictions.

Maker Marketplace may terminate your account if you infringe the copyright or other intellectual property rights of others.

As part of a transaction or Project Agreement, Maker may obtain personal information, including email address and shipping information, from a Buyer. Without obtaining prior permission from the Buyer, such personal information shall be used only to facilitate that transaction or Project Agreement.

Maker Marketplace has not granted Maker a license to use information or Maker Marketplace intellectual property for unsolicited commercial messages. Without limiting the foregoing, without express consent from the other User, Maker is not licensed to use any other User’s email or physical mailing address.

6. General Maker Performance

Maker Marketplace expects a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other.

Maker agrees to accurately represent the items and services that Maker offers for sale on the Site, including but not limited to the Maker’s capabilities. When Maker lists an item or service on the Site that results in a Project Agreement, Maker agrees and intends that by doing so, Maker is entering into a binding agreement directly with that User, which Maker will honor. Maker Marketplace is not a party to any Project Agreement or other agreements between or among Users. Maker agrees that Maker, not Maker Marketplace, will be the merchant of record for all transactions through the Site. All pricing for Projects must be in U.S. Dollars.

Maker shall not enter into any Project Agreement with terms that would cause the Maker to violate any of the provisions of this Agreement. Maker will deliver in accordance with the Project Agreement the Project purchased by another User unless that User fails to meet the terms of the Project Agreement.

Maker shall consistently provide service that results in a high level of Buyer satisfaction. This includes, but is not limited to, adhering to Project Agreements, as well as informal common-sense obligations to provide good service to Users; providing goods and services in a competent manner, of commercially reasonable quality, and in accordance with Maker’s representations or promises concerning Maker’s skills and abilities; communicating in a professional and timely manner with Maker Marketplace; and providing reasonable cooperation with Maker Marketplace’s efforts to ensure positive User experiences and customer satisfaction.

It is recommended that Maker purchase shipping insurance for all Projects that Maker ships, in an amount that is no less than the total amount the Buyer agreed in the Proposal to pay for the Project.

Maker agrees to use good judgment when posting information, comments, feedback or other content regarding other Users, Maker Marketplace, or any third party anywhere within the Site. Maker may be held legally responsible for damages suffered by other Users, Maker Marketplace or any third party as a result of legally actionable or defamatory comments, remarks or other information or content posted to the Site.

Maker shall not post to the Site or include in any communications with another User, information that is libelous, defamatory, obscene, abusive, pornographic, threatening, inaccurate, or an invasion of privacy; an infringement of another’s intellectual property rights, including, but not limited to, copyrights and trademarks; illegal in any way or that advocates illegal activity under any applicable law; an advertisement or solicitation of funds, goods, or services, other than for the purpose of conducting business with other Users pursuant to the purpose of the Site as stated in Section 2 of this Agreement; an impersonation of another; or personal information of another, including but not limited to personal phone numbers, account numbers, personal addresses, or employer references.

Maker agrees that Maker Marketplace is not and shall not be legally responsible for any remarks, information, or other content posted or made available on the Site by any other User or third party, even if such information or content is defamatory or otherwise legally actionable. Maker Marketplace is not responsible for and does not monitor or censor content for accuracy. Maker Marketplace reserves the right, however, to remove or restrict access to any information or content posted or made available on the Site if ordered to do so by a court, if Maker Marketplace considers such information or content to be inappropriate, or for any other reason, in its sole discretion.

All identity information associated with the Maker and Maker’s account on the Site must be real and verifiable. Maker shall at all times ensure that the information associated with the Maker’s account is accurate and updated. Maker Marketplace may validate Maker information at any time and in any manner. Maker shall reasonably cooperate with any such verification efforts, including but not limited to providing to Maker Marketplace upon request government or legal documents that confirm the Maker’s identity.

Maker is solely responsible for ensuring and maintaining the secrecy and security of Maker’s account information and password. Maker agrees not to disclose Maker’s password to, or allow the use of Maker’s account by, any third party. Maker agrees that Maker shall be solely responsible for any use of the Maker’s account or Maker’s password, whether or not Maker authorizes such use.

Maker authorizes Maker Marketplace to run credit card authorizations on any credit cards provided by Maker. Maker may terminate Maker’s Maker Marketplace membership and disable the Maker’s account at any time. Maker shall, however, remain bound by the terms of this Agreement even if Maker disables Maker’s account.

7. Communication with Users

When engaged in communications concerning Projects, or potential Projects with other Users, Maker shall regularly review and respond promptly to communications from such Users.

8. Submitting a Project Proposal to a Buyer

Maker may submit a Project Proposal in response to a Project Request. All information provided in a Project Proposal must be true, accurate and complete. Maker shall submit a Project Proposal for only Projects that Maker is competent and able to perform. Maker Marketplace reserves the right to (but in no event shall have the obligation to) verify any and all information provided on a Maker's profile, Project Proposal, or Project Agreement. By tendering a Project Proposal to a user, Maker is attesting that Maker has the skills and ability to perform the requested services by the deadline provided by the Project Agreement. Maker will not submit Project Proposals for any good or service that is illegal or the provision of which would infringe upon any third party’s intellectual property or other rights.

9. Payments

Maker understands and agrees that Maker is solely responsible for collecting payments from a Buyer. Maker agrees that Maker Marketplace is not and shall not be legally responsible or otherwise involved in invoicing, collecting, or receiving payments for any Project.

10. Maker Marketplace Fees

Maker will pay Maker Marketplace a subscription fee, payable monthly or annually, for Maker Marketplace’s services and technology provided through the Site and otherwise (the “Subscription Fee”). The Subscription Fee shall be in the amount and for the duration that the Maker has entered and agreed to pursuant to the membership sign up page on the Site. Thereafter, except as otherwise provided herein, on the anniversary date of this Agreement, the Subscription Fee will automatically renew for an additional term equal in length to the expiring subscription term at then-current price unless either party gives the other party notice of non-renewal in accordance with the terms of this Agreement.

From time to time, Maker Marketplace may, at its sole discretion, choose to offer Maker a discount on the Subscription Fee or a credit towards the Subscription Fee. Unless Maker Marketplace states in writing otherwise, all Subscriptions Fees are final and nonrefundable.

Maker authorizes Maker Marketplace to run credit card or other payment method authorizations on any credit cards, bank accounts, or other payment methods provided by Maker; to store credit card, bank account, or other payment method details as Maker’s method of payment for the Subscription Fee; and to charge Maker’s credit card, bank account, or other payment method as payment for the Subscription Fee.

11. Failure to Pay

If Maker fails to pay any amounts due under this Agreement, whether by canceling Maker’s credit card, initiating a chargeback, or any other means, Maker shall be responsible to Maker Marketplace for all amounts due, plus any applicable processing fees, charges or penalties, collection costs (including but not limited to attorneys’ fees), and interest on the unpaid amount at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law. In its discretion, and without limiting its other available remedies, Maker Marketplace may make appropriate reports to credit reporting agencies.

Without limiting the generality of the foregoing or the availability of other remedies, in the event that Maker fails to make any payment to Maker Marketplace when due, Maker consents to Maker Marketplace charging any Maker credit cards, bank accounts, or other payment methods or sources available to Maker Marketplace for the amounts due from Maker.

12. Failure to Deliver Projects

It shall be a breach of this Agreement for Maker to fail to deliver Projects in a timely manner, as described in the Project Agreement, or otherwise in accordance with the Project Agreement. Upon such a failure, and without limiting any other available remedies, Maker Marketplace may, in its sole discretion, but in no event shall Maker Marketplace be obligated to, cancel Maker’s account and refund a pro-rated portion of the Subscription Fee back to the Maker.

13. Feedback and Reputation Management

Maker Marketplace provides its feedback and reputation management system as a service to Maker and other Users, through which Users can express their opinions and experiences publicly about other Users. Maker Marketplace does not monitor or censor these statements, or investigate any remarks posted by Users for accuracy.

Maker acknowledges and agrees that the Site may contain publicly available comments and feedback about Maker from other Users with whom Maker has transacted or interacted through and in connection with the Site. Maker acknowledges that feedback results for Maker may consist of comments and ratings left by other Users that are or that Maker perceives as negative. Maker also acknowledges and agrees that Maker Marketplace may (but shall have no obligation to) calculate composite feedback numbers, scores, or other ratings based on User feedback. Maker acknowledges and agrees that in no event shall Maker Marketplace be responsible or liable for, and Maker releases Maker Marketplace and holds Maker Marketplace harmless from, any claims that Maker might have as a result of any other User’s comments or feedback about Maker, or any scores, numbers, ratings, or other data or information derived from User comments or feedback, even if that information is defamatory or otherwise legally actionable.

Maker understands and agrees that Maker may be held legally responsible to other Users, Maker Marketplace, or third parties as a result of comments or feedback that Maker submits to the Site. Any effort to falsify feedback, or to manipulate or coerce another User by threatening negative feedback or offering to sell or buy goods or services in exchange for feedback is in violation of this Agreement, and may expose Maker to liability. Other actions that constitute an abuse of the reputation management system and a violation of this Agreement include, but are not limited to, submitting to the feedback system links, profanity, or inappropriate content, shilling, the creation of fraudulent positive reviews designed to inflate a shop's reputation, and contacting Users to provide direct feedback about other Users with whom Maker has interacted, whether or not that feedback is negative.

Maker Marketplace shall at all times have the right, in its sole discretion, to maintain, modify, or delete statements, feedback, comments, or ratings, although shall have no obligation to do so.

Maker Marketplace shall at all times have the right, in its sole discretion, to determine how search algorithms through the Site will function, including but not limited to determining the manner in which Maker and Maker’s portfolios rank and are listed in response to User searches, and which Project Requests Maker is able to view or respond to.

14. Resolution of a Dispute with a Buyer

In the case of a project issue, Makers shall work directly with Buyers to quickly get issues resolved. Maker agrees that Maker Marketplace is not and shall not be legally responsible or otherwise obligated to resolve a dispute between a Buyer and Maker.

If you believe you have been defrauded by a Buyer, in addition to notifying Maker Marketplace, you should also report the incident to law enforcement as applicable. If you believe you have a civil claim for damages against a Buyer, you should pursue that claim through the judicial system. Maker Marketplace is not equipped to adjudicate legal claims.

If you have a dispute with Maker Marketplace, please see Section #25.

15. Release

Maker agrees that by entering into this Agreement, Maker, for Maker and Maker’s predecessors, successors, and assigns (together, the “Maker Releasors”), releases and forever discharges Maker Marketplace and its predecessors, successors, assigns, agents, officers, directors, employees, subsidiaries, parents, affiliates, attorneys, contractors, and suppliers (together, the “Maker Marketplace Releasees”) from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Maker Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, excluding the right of Maker to enforce this Agreement according to its terms.

In addition, without limiting the generality of the foregoing, Maker, for the Maker Releasors, specifically releases and forever discharges the Maker Marketplace Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Maker Releasors has, may have, has asserted, or could have asserted, of any nature arising out of or in any way connected with any disputes Maker may have with any other User of the Site.

In addition, Maker agrees that each time it logs into or uses the Site, Maker thereby reaffirms and restates the releases in the previous two paragraphs, such that Maker is, upon each log in or use, on behalf of the Maker Releasors, releasing and forever discharging the Maker Marketplace Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether known or unknown, liquidated or unliquidated, that any of the Maker Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, through the date of such log in or use, excluding the right of Maker to enforce this Agreement according to its terms.

16. Maker Conduct and Content

Maker agrees to be solely responsible for Maker’s conduct and activities on and regarding the Site and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links that Maker submits, posts, or displays on or in connection with the Site (together, “Content”). Maker will not: (i) post false, inaccurate, misleading, obscene, or defamatory content; (ii) falsely state or otherwise misrepresent Maker’s affiliation with any person or entity, including but not limited to the use of similar email addresses or names, or the creation of false account(s); (iii) infringe upon or misappropriate any person’s or entity’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (iv) transmit any code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (v) modify, adapt or hack the Site or falsely imply that any other website is associated with Maker Marketplace; or (vi) purport to create any liability for Maker Marketplace to any third party or cause Maker Marketplace to lose (in whole or in part) the services of Maker Marketplace’s ISPs or other suppliers.

17. License to Maker Marketplace

Maker Marketplace does not claim any ownership rights in Maker’s Content. When Maker posts Content to the Site, Maker grants Maker Marketplace a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) license to exercise any and all copyright, trademark, other intellectual property, publicity, and database rights that Maker has in the Content, in any media known now or in the future. Maker agrees to allow Maker Marketplace to store or re-format the Content on the Site and display the Content in any way Maker Marketplace chooses in its sole discretion. Maker agrees to allow Maker Marketplace to use the Content in advertising and marketing, and to display the Content on other websites in connection with Maker Marketplace’s activities on the other websites. Maker Marketplace will use personal information only in accordance with Maker Marketplace’s Privacy Policy.

18. WARRANTY DISCLAIMER

MAKER MARKETPLACE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH REGARD TO MAKER MARKETPLACE’S SERVICES, WORK PRODUCTS, MAKER MARKETPLACE RESOURCES, THE SITE, ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR BUSINESS CONDUCTED OR PURCHASES MADE WITH THE ASSISTANCE OF MAKER MARKETPLACE, ALL OF WHICH ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAKER MARKETPLACE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, MAKER AGREES THAT NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY MAKER FROM MAKER MARKETPLACE SHALL CREATE ANY WARRANTY OF ANY KIND NOT EXPRESSLY MADE HEREIN.

MAKER MARKETPLACE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING OTHER USERS OR THEIR WORK, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES CONCERNING THE SAFETY OF PROJECTS OR USERS’ CAPABILITIES, HONESTY, RELIABILITY, TRUSTWORTHINESS, OR ABILITIES TO PAY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MAKER MARKETPLACE DOES NOT WARRANT OR REPRESENT THAT YOUR USE OF THE SITE OR INTERACTIONS WITH OTHER USERS, OR PROJECTS WILL BE SAFE. YOU UNDERSTAND AND AGREE THAT MAKER MARKETPLACE DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES TO, OR VIRUSES OR OTHER MALWARE THAT MAY INFECT, YOUR EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE. YOU FURTHER UNDERSTAND AND AGREE THAT MAKER MARKETPLACE DOES NOT ASSUME AND EXPRESSLY DISCLAIMS, ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE OR HARM THAT ANY PROJECT CAUSES TO ANY PROPERTY OR PERSON.

19. LIMITATION OF LIABILITY

IN NO EVENT SHALL MAKER MARKETPLACE, OR ITS SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO MAKER MARKETPLACE’S SERVICES, YOUR USE OF MAKER MARKETPLACE’S SERVICES OR THE SITE, THE CONDUCT OF ANY USER (WHETHER TORTIOUS OR OTHERWISE) IN CONNECTION WITH THE USE OF THE SITE BY YOU OR ANY OTHER USER, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, AND EMOTIONAL DISTRESS.

NOTWITHSTANDING THE FOREGOING, TO THE EXTENT MAKER MARKETPLACE IS EVER DETERMINED TO BE LIABLE TO YOU, YOU AGREE THAT MAKER MARKETPLACE'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF MAKER MARKETPLACE’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS, SHALL BE LIMITED TO THE AMOUNT OF FEES MAKER MARKETPLACE ACTUALLY RECEIVED AS A RESULT OF ANY PROJECT AGREEMENTS YOU ENTERED INTO WITH CUSTOMERS IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF MAKER MARKETPLACE IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES, AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL MAKER MARKETPLACE BE LIABLE TO YOU, AND YOU WAIVE ANY RIGHT TO SEEK FROM MAKER MARKETPLACE, CONSEQUENTIAL OR SPECIAL DAMAGES.

20. Indemnity

Maker agrees to indemnify and hold Maker Marketplace and Maker Marketplace’s parents, subsidiaries, affiliates, officers, directors, consultants, suppliers, contractors, agents and employees harmless from any loss, expense, and damage, including but not limited to reasonable attorneys’ fees, arising out of or relating in any way to any claim or demand made, asserted, or threatened by any other person or entity and that arises out of or relates to Maker’s conduct or failure to act, Maker’s use of Maker Marketplace’s services, or Maker’s use of the Site, including but not limited to claims or demands relating to Maker’s breach of this Agreement, failure to deliver a Project in accordance with a Project Agreement, violation or alleged violation of others’ intellectual property rights, violation or alleged violation of any other rights of another, and violation or alleged violation of any law or regulation.

21. No Guarantee

Maker Marketplace may, in its sole discretion, remove, cease operating, change the functionality of, or otherwise modify its services and the Site at any time.

Maker Marketplace does not guarantee continuous, uninterrupted, ongoing access to the Site or any of the Site’s features, and operation of the Site may be interfered with or eliminated entirely by numerous factors outside Maker Marketplace’s control or at Maker Marketplace’s sole discretion.

22. Legal Compliance

Maker agrees to comply with all applicable domestic and international laws when using and in relation to Maker Marketplace’s service or the Site.

23. No Agency

Maker understands and agrees that Maker and Maker Marketplace are independent entities, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement, or by the operation of the Maker Marketplace Service or the Site.

Maker further understands and agrees that Maker Marketplace is independent from all other Users, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created between Maker Marketplace and any other User by virtue of any other User’s agreements with Maker Marketplace, or by the operation of the Maker Marketplace Service or the Site.

24. Choice of Law

This Agreement shall be interpreted and governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.

25. ARBITRATION AGREEMENT

ALL DISPUTES CONCERNING OR ARISING OUT OF THIS AGREEMENT, INCLUDING WHETHER A DISPUTE IS SUBJECT TO ARBITRATION, SHALL BE RESOLVED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR AND ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), USING THE THEN-CURRENT APPLICABLE AAA RULES. THE LOCATION OF THE ARBITRATION SHALL BE THE AAA OFFICE IN BOSTON, MASSACHUSETTS, OR ANOTHER LOCATION IN BOSTON, MASSACHUSETTS CHOSEN BY THE AAA OR THE ARBITRATOR.

THE FEDERAL ARBITRATION ACT, AS IN EFFECT AT THE TIME OF ANY ARBITRATION DEMAND, SHALL APPLY TO ANY ARBITRATION PURSUANT TO THIS AGREEMENT. THE PARTIES SHALL EACH BEAR THEIR OWN EXPENSES RELATED TO ANY ARBITRATION. THE COSTS OF THE ARBITRATION TRIBUNAL, INCLUDING BUT NOT LIMITED THE ARBITRATOR’S AND THE AAA’S FEES, SHALL BE SHARED EQUALLY BETWEEN THE PARTIES, REGARDLESS OF WHICH PARTY PREVAILS. EACH PARTY TO THE ARBITRATION SHALL BEAR ITS OWN LEGAL FEES, REGARDLESS OF WHICH PARTY PREVAILS. THE ARBITRATOR SHALL NOT AWARD ANY MULTIPLE OR PUNITIVE DAMAGES, REGARDLESS OF WHICH PARTY PREVAILS. NOTWITHSTANDING ANYTHING TO THE CONTRARY PERMITTED BY THE APPLICABLE RULES OF THE AAA, ANY ARBITRATION PURSUANT TO THIS AGREEMENT SHALL INVOLVE MAKER AND MAKER MARKETPLACE ONLY IN THEIR INDIVIDUAL CAPACITIES, SHALL NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATIONS, AND SHALL NOT BE ARBITRATED AS A CLASS OR OTHER FORM OF REPRESENTATIVE ACTION. MAKER AGREES NOT TO PARTICIPATE IN ANY ARBITRATION RELATED TO OR ARISING FROM THIS AGREEMENT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

ANY ACTION TO CONFIRM AN ARBITRATION AWARD PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION WITHIN SUFFOLK COUNTY, MASSACHUSETTS. MAKER MARKETPLACE AND MAKER AGREE TO SUBMIT TO THE JURISDICTION OF ANY SUCH COURT, WAIVING ANY OBJECTION BASED ON PERSONAL JURISDICTION OR VENUE.

AT LEAST FORTY-FIVE (45) DAYS PRIOR TO EITHER PARTY INITIATING ANY ARBITRATION PURSUANT TO THIS AGREEMENT, THAT PARTY SHALL SEND TO THE OTHER PARTY A WRITTEN DEMAND DESCRIBING THE NATURE OF THE DISPUTE AND SETTING FORTH A PROPOSED RESOLUTION. THE PARTIES SHALL THEN ATTEMPT TO NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE.

26. Links

You understand and agree that Maker Marketplace disclaims all responsibility and liability for, and you shall not seek to hold Maker Marketplace liable for, the quality, content, nature, or reliability of other sites accessible by hyperlink from the Site, of sites linking to the Site, or of sites framing the Site (together, “Linked Sites”). Linked Sites are not under the control of Maker Marketplace, and Maker Marketplace shall have no responsibility for the content of any Linked Site or any link contained in a Linked Site. The inclusion of any link on the Site does not imply any affiliation, endorsement, or adoption by Maker Marketplace of a Linked Site or any information contained therein.

When leaving the Site for another site, you should be aware that this Agreement may not govern your use of the other site, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that other site.

27. Electronic Communication

Maker consents to receive communications from Maker Marketplace electronically, by email, posting on the Site, or messages to Maker through the Site. Maker agrees that all notices, communications, deliveries, or process shall be deemed delivered to and served on Maker upon emailing, posting, or sending through the Site, regardless of whether such notices, communications, deliveries, or process actually reach or are read by Maker. Maker waives any formal service or hard-copy delivery rights with respect to any communication, notices, deliveries, or process arising out of or relating to the Maker Marketplace Service or the Site.

28. Access Subject to Local Restrictions

The Site is not directed at or intended for use by any person located in any jurisdiction where the Site’s content or functionality is illegal or permitted only with necessary licenses or authorizations that Maker Marketplace has not obtained. You agree not to access or use the site in any such location and that you are responsible for determining whether use of the Site is permitted in your location.

29. Entire Agreement

This Agreement, combined with the Privacy Policy, sets forth the entire agreement and understanding of the parties relating to their subject matter and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and Maker Marketplace. In particular, but without affecting the generality of the foregoing, this Agreement supersedes the Maker Marketplace Subscriber Agreement that Maker might have previously entered into with Maker Marketplace.

30. Modifications

Maker Marketplace may modify the Agreement at any time, in its sole discretion, by posting an amended Agreement on the Site. Unless otherwise indicated on the Site, any modifications shall be effective immediately. You agree that any such modifications shall be effective and that your continued use of the Site or the Maker Marketplace Services after any modification will be governed by the modified Agreement. Maker Marketplace may, but in no event shall it be required to, provide you notice of any modification by email or other form of communication. Except modifications that Maker Marketplace makes pursuant to this Section, or as otherwise agreed between you and Maker Marketplace in a writing signed by both you and Maker Marketplace, no other modifications to this Agreement shall be permitted. Maker Marketplace may terminate the Agreement at any time, in its sole discretion, by providing you notice of termination or by ceasing to operate the Site.

31. Survival

In the event that this Agreement is terminated, the following Sections shall survive any such termination and remain in effect: 5 (Limited License and Restrictions on Use), 6 (General Maker Performance), 7 (Communications with Users), 9 (Payments), 11 (Failure to Pay), 12 (Failure to Deliver Projects), 13 (Feedback and Reputation Management), 15 (Release), 16 (Maker Conduct and Content), 17 (License to Maker Marketplace), 18 (Warranty Disclaimer), 19 (Limitation of Liability), 20 (Indemnity), 22 (Legal Compliance), 23 (No Agency), 25 (Arbitration Agreement), 27 (Electronic Communications).

32. Miscellaneous

If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions shall remain enforceable.

Maker Marketplace may assign this Agreement in its sole discretion. Maker may not assign this Agreement or any of Maker’s rights or obligations, without Maker Marketplace’s prior written consent.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim.

33. Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied and posted on our Site in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our Site; (iv) your address, telephone number, and email address; (v) 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 (vi) 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. Maker Marketplace’s copyright agent to whom you should provide such information is as follows: Maker Marketplace Inc., Attention: Lisa Rosen, 145 Lincoln Road, Lincoln, MA 01773. You may also provide this information electronically to support@maker-marketplace.com.

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