Please read these Terms carefully. By clicking “Accept”, “I agree”, or a
similar button on the Website or the App you will indicate your acceptance
of these Terms. You may also accept these Terms: (1) by creating an
account on the 10marketplace Website, (2) by accessing or using the
Services using the App or the Website; or (3) through any printed, oral,
or electronic statement, including on the web, by indicating that you have
reviewed and accepted these Terms.
If you do not agree with these Terms, please do not proceed with, or
promptly discontinue, your use of the Services and the System.
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General Provisions.
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Definitions. The following definitions apply to
these Terms:
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App means the web application developed and made
available by 10marketplace at 10marketplace.com.
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Content means descriptions of Services, information, and
materials (including page headers, images, text, illustrations,
formats, logos, hashtags, designs, icons, photographs, software
programs, calculations, formulae, spreadsheets, video clips and
downloads, authentication marks and other materials) that are
made available to you through, or in connection with, the
Services, including on the App, as well as any Feedback,
comments, messages, or submissions provided by Users.
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Feedback means any ideas, concepts, feedback, reviews,
suggestions, questions, and know-how that a User makes available
in connection with the System or the Services.
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10marketplace or we means 10marketplace, LLC, a
Delaware limited liability company, and its affiliates.
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Services mean all services rendered by 10marketplace
through its technology-based platform and the System, that
include, without limitation, the following: (i) connectivity to
certain measurement tools in order to collect and store
measurements related to certain features and aspects of polished
concrete surfaces; (ii) ability to enter certain additional
information and content related to such concrete surfaces and
the User using the App, including without limitation, pictures,
maps, diagrams, geolocation and authentication marks; (iii)
ability to upload information from the measurement tools along
with any additional information collected through the App to the
Website for storage and further processing; (iv) ability to
access information stored on the Website, including in the form
of reports and summaries; (v) ability to create and maintain
user accounts in order to facilitate access to and use of such
information from the Website and the App; and (vi) other related
services, data-processing methods and tools that 10marketplace
may make available from time to time.
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System means the (i) App, (ii) Website, (iii) Connector;
and (iv) any other hardware and software components provided by
10marketplace to enable Users to access and use the Services.
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User or you means an individual user (such as you)
who is using the Services by accessing the System.
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Website means 10marketplace.com and all related
functionality, Services, and Content offered by or for
10marketplace at this site.
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Updates to these Terms. 10marketplace may update
these Terms at any time without any prior notice to you.
10marketplace may notify you of the updated Terms by any reasonable
means, including by posting the revised Terms at
https://10marketplace.com/legal/terms-of-use
. The updated Terms will apply to your use of the System and the
Services after the date on which 10marketplace has posted the
updated Terms or otherwise notified you of those changes. By
continuing to use or access the Services after 10marketplace posts
or otherwise notifies you of any change, you accept those updated
Terms. The “Last Updated” legend at the end of these Terms indicates
the date on which these Terms were last updated.
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Acceptable Use.
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Acceptable Use Policy. You agree to adhere to the
10marketplace Acceptable Use Policy at
https://10marketplace.com/legal/acceptable-use .
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User Consents.
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Internet and Data Charges. You understand and
acknowledge that the System utilizes an internet connection or
mobile data to connect and exchange information between the App and
the Website, in order to provide the Services. You may incur certain
charges from your internet, data or mobile network provider in
connection with your use of the Services.
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Electronic Communications. You understand and
acknowledge that in order to provide certain notifications to you
regarding the Services, we may need to get in touch with you from
time to time. 10marketplace may contact you using SMS text messages,
phone calls, emails, or other similar means. You may incur data,
call-time or SMS charges from your communication providers in
connection with communications from 10marketplace.
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Personal Information. You understand that in order
to provide the Services, 10marketplace may need to collect and store
certain information related to you, including your or your
client's signatures, photographic images, geo-location
information, notes and any other information provided by you in the
course of your use of the Services. You hereby consent to
10marketplace collecting, storing, sharing with its affiliates, and
using this information solely in connection with the Services. You
also hereby consent to 10marketplace sharing this information with
any of your affiliates or third-parties who you have designated or
authorized to receive this information.
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Your Acknowledgments and Representations.
As a condition to using the System and Services, you hereby represent
and warrant the following:
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You have the legal power and authority to agree to these Terms, you
are at least 18 years of age, and have neither falsely identified
yourself nor provided any false information to gain access to the
Services;
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You are accessing the Services and the System, on your own behalf;
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You will use the Services only for purposes that are permitted by
these Terms. You will not use the Services to engage in any unlawful
behavior, or to cause damage, harassment, nuisance, annoyance or
inconvenience to 10marketplace, another customer of 10marketplace or
any third-party;
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You will access the Services and the System using equipment
(including mobile equipment) that meets the minimum requirements,
including access to the internet, as suggested by 10marketplace;
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You will update the System (including the App and the Connector) to
its latest version when instructed by 10marketplace, and will
provide required permissions necessary for the App to operate
effectively on your mobile phone;
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You will not sell, resell, rent or otherwise commercially use the
Services; and
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If you create an account on the Website or the App, you will keep
secure and confidential your account password or any identification
credentials that you use to access that account or to otherwise use
the Services. You will maintain the confidentiality and privacy of
any Content that you view or access in any manner through the
Services and you will immediately notify us if you become aware of
or suspect unauthorized access to your account. 10marketplace may
suspend or terminate your access to the Services or the System in
the event of unauthorized access to the Services or the System from
your account or on your behalf.
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Mobile Application.
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Permissions. While you are accessing the Services
through the App, you acknowledge and understand that certain
permissions may be required on your mobile device, including
permission to access the camera, microphone and certain network
status information. Granting the App these permissions may result in
consumption of additional battery power or data usage or charges.
You hereby agree to grant the App the required permissions on your
mobile device to enable the App to function effectively.
Additionally, you acknowledge and understand that your use of the
App on a mobile device that has been modified in a manner
unauthorized by the manufacturer (jail-broken) may result in
malfunction or impairment of the Services, and is a material breach
of these Terms.
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Apple iOS and Google Play. If you use the App on an
Apple or an Android mobile device, you acknowledge that, Apple and
Google (OS Providers) are third-party beneficiaries of these
Terms, and upon your acceptance of these Terms, the OS Providers may
have the right to enforce certain parts of these Terms against you
as a third-party beneficiary. Subject to these Terms, 10marketplace,
not any OS Provider, is responsible for addressing any claims you
may have relating to the App or your possession or use of the App.
To the maximum extent permitted by applicable law, the OS Provider
will have no other warranty obligation whatsoever with respect to
the App. In addition, the OS Provider has no obligation whatsoever
to furnish any maintenance and support services with respect to the
App.
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Fees and Payments.
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Fees. You shall pay all fees or charges associated
with your use of the System and the Services to 10marketplace on a
monthly basis in the amount and as per the terms specified by
10marketplace. You must pay the monthly fees within 10 days of your
receipt of an invoice or on the payment date otherwise specified by
10marketplace. In addition to any other remedies available to us,
delinquent invoices are subject to an interest charge of 1.5% per
month on any outstanding balance, or the maximum interest permitted
by law, whichever is less, plus all collection expenses. If you
believe your invoice is incorrect, you must immediately contact
10marketplace in writing regarding the amount in question within 10
days of your receipt of the invoice, failing which you irrevocably
waive your right to challenge the accuracy of any invoice, or
otherwise receive any adjustment or credit. We may require you to
authorize 10marketplace to debit your designated bank or card
account automatically for the amount due on a monthly basis
(Autopay). If using Autopay, it is your responsibility to
ensure that sufficient funds are available in your designated bank
or card account to complete any such payments and you may be charged
a returned item fee if sufficient funds are not available at the
time of the scheduled payment. 10marketplace's fees are
exclusive of all taxes, levies, or duties imposed by taxing
authorities, and you shall be responsible for payment of all such
taxes, levies, or duties levied in connection with the System and
the Services. All pricing terms are confidential, and you agree not
to disclose them to any third-party.
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Payment Processor. 10marketplace may use a
third-party payment processor (the Payment Processor) in
which case your use of the System and Service will also be subject
to the terms, conditions, and privacy policies of the Payment
Processor. Your access to the System and Services may be suspended
or you may incur additional charges from the Payment Processor or
10marketplace if your billing contact information is incorrect or
not updated in our records. 10marketplace is not responsible for any
damages arising out of (i) any account suspensions resulting from
your incorrect billing contact information, or (ii) any errors or
omissions by the Payment Processor or by your credit card issuer.
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Intellectual Property.
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10marketplace's Intellectual Property.
10marketplace shall continue to own and retain all right, title, and
interest, including all related patents, copyrights, trademarks,
trade dress, and other intellectual property rights, in and to the
technology, Content or materials: (i) used for the System; (ii)
developed by or on behalf of the 10marketplace, or (iii) that abides
in the Services. You will not copy, reproduce, or disclose any
Content provided to you in connection with the Services (including
through the App or the Website). 10marketplace does not grant you
the right to use any branding or logos used in the Services, or
displayed anywhere on the System including the App. Additionally,
you may not do any of the following under these Terms: reverse
engineer, disassemble, attempt to derive the source code of, modify,
or create derivative works of or access the System (including the
Connector) or Services in order to (a) build a competitive product
or service, (b) build a product or service using similar ideas,
features, functions, formulae, or graphics of the System or
Services, or (c) copy any ideas, features, functions, formulae,
databases, graphics, or other Content used in the System or
Services; damage or impair any hardware or software used in
connection with the System or Services, including through the use of
a virus, trojan application or malicious computer code that may
interfere with or disrupt the integrity or performance of the System
or Services; or otherwise use the System or Services in a way that
could cause damage or adversely affect (including affecting the
reputation of) any other users, 10marketplace, any other customer of
10marketplace, or a third-party.
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Improvements. 10marketplace shall have the full
right and license to use any Feedback or the like received from you
for marketing and promotional purposes or for making improvements to
the System, the Services or for any other business purpose. This
Feedback will be treated as non-confidential and non-proprietary and
will become the property of 10marketplace. Any alterations, changes,
modifications, enhancements, additions, restructuring or deletions
made to, or derivatives of or other products derived from, or as a
result of this Feedback or otherwise arising in connection with the
parties' performance under these Terms shall be the sole and
exclusive property of 10marketplace, together with all intellectual
property and other rights therein.
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Updates.
10marketplace may make routine hardware and software updates in its
sole discretion (without obligation), and develop and provide updates
to you for the System, which may include software updates, bug fixes,
patches, error corrections and/or new features, and new or different
hardware components (which 10marketplace may require you purchase
separately) (collectively, “Updates”). The System may not properly
operate if you do not connect the hardware Updates and install all
software Updates. Based on your mobile device settings, when your
mobile device is connected to the Internet, (i) Updates that are
related to the App may either automatically download and install, or
(ii) you may receive notice of or be prompted to download and install
available Updates. Updates may also modify or delete, in their
entirety, certain features and functionality. You agree that
10marketplace has no obligation to provide any Updates or to continue
to provide or enable any particular features or functionality. For
clarity, all Updates are part of the System and subject to these
Terms.
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Term and Termination.
These Terms will become effective on the date you accept them by
clicking “Accept”, “I agree”, or a similar button on a webpage or
through another acceptable means. These Terms will be applicable to
you for the duration that you access or use the System or the
Services. 10marketplace may, at its sole discretion, at any time and
without prior notice to you: (1) change, restrict, suspend or
terminate your access to the System, or Services (including access to
all or a portion of the App or Website); (2) discontinue the Services,
or any portion of the Services; or (3) add, remove or modify any
services or functionality that is available through the System. Upon
termination of Services to you, 10marketplace, in its sole discretion,
may require that you return to 10marketplace any Connectors or other
components of the System that are in your possession or control.
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Our Warranties and Disclaimers; Limitation of Liability.
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Warranties and Disclaimers. 10marketplace will
conduct the Services and maintain the System using a commercially
reasonable level of skill and care. OTHER THAN AS EXPRESSLY SET OUT
IN THESE TERMS, RUNYON EXPRESSLY DISCLAIMS ALL WARRANTIES IN
RELATION TO THE SERVICES AND THE SYSTEM AND DISCLAIMS ALL
WARRANTIES, INCLUDING TITLE, NON-INFRINGEMENT, IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without
limiting the generality of the foregoing, 10marketplace specifically
makes the following disclaimers:
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All Services are delivered to you “as-is” and “as-available”.
The System is provide to you as an informational tool and
10marketplace makes no representation, warranty, or guaranty
that the use of the Services or the System will be secure,
timely, uninterrupted, or error-free or operate in combination
with any other hardware, software, system, or data, that it will
meet your requirements or expectation or that it will be error
free. Outcomes resulting from the usage of System and Services
may vary between Users, may depend on the accuracy of the
measurement tools and 10marketplace makes no representations
regarding the accuracy of the results obtained from your use of
the Services;
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The App or the Website may contain hyperlinks or references to
certain other websites (Linked Sites). 10marketplace does
not control and is not responsible for the content on Linked
Sites including any products and services provided therein and
provides such links simply on an informational basis without any
warranty to the appropriateness or accuracy of their content;
and
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10marketplace makes no warranty related to the confidentiality
and security of any data provided by you to 10marketplace,
including data provided through the App or the Website, and does
not warrant that the Services and the System is or will remain
free of viruses or other harmful components.
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Limitations on Liability. In no event shall
10marketplace, its agents or contractors be liable for any
consequential, punitive, incidental, or special damages, including,
but not limited to, any personal injury, property damage, or
unauthorized disclosure of your data, whether in any action in
warranty, contract, tort, breach of contract, negligence, strict
liability, malpractice, or otherwise resulting from your use of the
System. To the fullest extent provided by applicable law, the
maximum aggregate liability that may be incurred by 10marketplace
for any damages, losses and causes of action, whether in contract,
tort (including negligence) or otherwise, will not exceed (i) the
amount of fees you paid to 10marketplace in the three-month period
immediately preceding the date on which the claim arose, or (ii) in
the event you have not paid any fees to 10marketplace or paid fees
for a period of less than three months, a maximum amount of $500.
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Indemnification.
You hereby agree to indemnify, defend, and hold harmless
10marketplace, and its affiliates, employees, contractors, and agents
from and against any and all rights, demands, losses, liabilities,
damages, claims, causes of action, actions, suits, fees (including
attorneys' fees and expert fees), and costs of any kind
whatsoever arising directly or indirectly out of or in connection
with: (1) your use of the System or the Services; (2) any claims for
bodily injury, or property damages to a third-party that results from
your use of any Content or information obtained as a result of your
use of the System or the Services, (3) claims related to unauthorized
disclosure of your or a third-party's data that arises from your
use of the System or the Services; (4) any claims related to your
violation of these Terms or any policy set forth in these Terms; and
(5) your violation of any applicable laws and regulations or rights of
any third-party, including any intellectual property rights, resulting
from your use of the System or the Services.
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Data Privacy Policy.
10marketplace's notice of privacy practices (available at
https://10marketplace.com/privacy-policy
) (Privacy Policy) describes how any information that you
submit to 10marketplace may be used and disclosed and how you can get
access to that information. 10marketplace reserves the right to modify
its Privacy Policy from time to time.
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Export Restrictions.
You acknowledge that the App may be subject to U.S. export
restrictions, and that you are not (i) located in any country that is
subject to a U.S. Government embargo, or that has been designated by
the U.S. Government as a 'terrorist supporting country'; or
(ii) listed on any U.S. Government list of prohibited or restricted
persons. You agree to comply with all applicable international and
national laws that apply to the App, including the U.S. Export
Administration Regulations, as well as end-user, end-use, and
destination restrictions issued by U.S. and other governments.
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Governing Law; Mandatory Arbitration.
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Governing Law. Any disputes arising in connection
with Services, the System, or these Terms, shall be governed by,
construed and enforced solely and exclusively in accordance with the
laws of the State of Delaware, without regard to its conflicts of
law principles.
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Mandatory Arbitration. You and 10marketplace both
agree to provide a written notice of any disputes to the other party
at its notice address (or an address provided in writing to the
other party) and try to resolve any disputes in good-faith
thereafter arising from or in connection with the Services. If any
dispute arising in connection with the Services is not resolved,
within 30 days of a party providing notice to the other party, the
dispute will be resolved through individual, non-representative,
binding arbitration held in English, instead of a proceeding in
courts of general jurisdiction. Any disputes will be decided by a
single arbitrator and will be administered by Judicial Arbitration
Mediation Services, Inc. (JAMS) pursuant to the JAMS
Streamlined Arbitration Rules & Procedures and as modified by this
agreement to arbitrate. The arbitrator will conduct hearings, if
any, by teleconference or videoconference, rather than by personal
appearances, unless the arbitrator determines upon request by you or
by 10marketplace that an in-person hearing is appropriate. Any
in-person appearances will be held at Carmel, Indiana, United
States. The arbitrator will have authority to award temporary,
interim, or permanent injunctive relief or relief providing for
specific performance, but only to the extent necessary to provide
relief warranted by the individual claim before the arbitrator. The
award rendered by the arbitrator may be confirmed and enforced in
any court with appropriate jurisdiction. Each party will be
responsible for its respective costs, including costs related to its
respective attorneys, experts, and witnesses.
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Waiver of Right to Jury Trial and Class Action. YOU
AND RUNYON EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY
JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR
OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO
ARBITRATION.
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Miscellaneous.
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Assignment. Your obligations and rights under these
Terms may not be assigned, in whole or in part, without
10marketplace's prior written consent. These Terms will be
binding upon, and inure to the benefit of, the successors,
representatives and permitted assigns of the parties.
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Severability. If any part of these Terms becomes
illegal, invalid, unenforceable, or prohibited in any respect under
any applicable law or regulation, those provision or part thereof
will be deemed to not form part of the contract between us. The
legality, validity or enforceability of the remainder of the Terms
will remain in full force and effect.
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Survivability. The rights, obligations, and
commitments in these Terms that, by their nature, would logically
continue beyond the termination of your use of or access to the
System or the Services (including, without limitation, Sections
5, 9,
10, 13,
and 14) survive termination of these Terms.
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No Third-Party Beneficiaries. Except as expressly
stated, no provisions of these Terms create any third-party
beneficiary.