Marketplace Terms of Services

Contents

OVERVIEW

SECTION 1 - SERVICES

SECTION 2 - ACCOUNTS

SECTION 3 - PAYMENTS

SECTION 4 - FUNDS

SECTION 5 - FEES

SECTION 6 - CURRENCY

SECTION 7 - REFUNDS AND CANCELLATIONS

SECTION 8 - ELECTRONIC CONTRACTING

SECTION 9 - DISPUTES

SECTION 10 - LIABILITY

SECTION 11 - GOVERNING LAW

SECTION 12 - WARRANTIES

SECTION 13 - ENTIRE AGREEMENT

SECTION 14 - PRIVACY AND CONFIDENTIALITY

SECTION 15 - POLICY CHANGE AND UPDATE

SECTION 16 - TERMINATION

SECTION 17 - INDEMNITY

SECTION 18 - NO AGENCY

SECTION 19 - FRAUD

SECTION 20 - CONTACTS

OVERVIEW

semilimes marketplace, a website and online product (collectively the “Marketplace”, “semilimes marketplace”, “semilimes”), of semilimes Inc. and/or any of its affiliates ("we," "us," or "our"), provides its Services (as defined below) to you through its web site located at www.semilimes.com (the “Site”), subject to this Marketplace Terms of Service agreement (“TOS”). By accepting these TOS or by accessing or using the Service or Marketplace, online and/or mobile website, and software provided on or in connection with Marketplace, you acknowledge that you have read, understood, and agree to be bound by these TOS. If you are entering into these TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these TOS, you must not accept this TOS and may not use the Marketplace.

As part of the registration process, you will identify an administrative username and password for your account (“Account”).

By creating your account in semilimes or accessing or using the Marketplace, you (1) agree that you have read, understood, and agree to be bound by the terms and conditions of these TOS and other Site policies, located at www.semilimes.com/pages/terms and (2) also that you have read and acknowledge the collection and use of your information as set forth in our Privacy Policy located at www.semilimes.com/pages/privacy, whether or not you are a registered user of the Marketplace.

By accepting these TOS, as you access the Marketplace, you agree that these TOS will apply whenever you use the Marketplace, or when you use the tools we make available to interact with the Marketplace. Some services of semilimes may have additional or other terms that we provide to you when you use those services.

We are unable to support Registered Users from North Korea, Iran, Syria, Cuba, Sudan (Republic of Sudan or North Sudan), South Sudan (Republic of South Sudan) the Region of Crimea and other countries or regions, which are under embargo by the US, UN and/or the EU.

PLEASE READ THIS DOCUMENT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY, BECAUSE IT EXPLAINS AND CONTROLS YOUR LEGAL RELATIONSHIP WITH SEMILIMES AND YOUR RIGHTS RELATED TO YOUR USE OF THE MARKETPLACE AND SERVICE.

SECTION 1 - SERVICES

semilimes marketplace is an online platform that enables buyers of professional and other services (“Clients”) to search for, enter into and manage transactions with providers of professional and other services (“Freelancers”). Clients and Freelancers are collectively referred to as “Registered Users”. The Marketplace provides Services that enable Clients to create profiles, post jobs, search for Freelancers, communicate with Freelancers, negotiate with Freelancers, convert job post into contracts with Freelancers, manage contracts, pay contract milestones through the semilimes escrow account to Freelancers and leave feedback for Freelancers. The Marketplace provides Services that enable Freelancers to create profiles, apply to Client’s job posts, submit quotes, negotiate with Clients, obtain job contracts, manage contract milestones, request payments from the semilimes escrow account and obtain feedback from Clients. The Service is designed to connect Registered Users. We are not a party to any contractual agreements between Client and Freelancer in using the online platform, we merely facilitate connections between the Registered Users. We may add, delete or modify some or all of such Services at any time at our sole discretion with reasonable notice posted in advance on the Site. Any new features added to or augmenting the Service are also subject to this TOS.

1.1. The Client and the Freelancer

In the Marketplace, a Client creates a job post. A Freelancer can apply to the job post. When a Client confirm a Freelancer’s application, the job post is converted into job contract (“Contract”), which is a contractual provision between the Client and the Freelancer. Each Contract contains one or many fixed price milestones (“Contract milestones”). Recurring milestones can be set up for each Contract. On Commencement of a Contract milestone, the Client pays funds into the semilimes escrow account. Each Contract milestone has a due date. A Freelancer must submit his work on or before the milestone due date. Upon Contract milestone submission date or on it’s due date, a Client must review the results delivered by a Freelancer within the seven (7) days after the Contract milestone due date or after the date of milestone submission. If the Client is satisfied with the deliverables submitted by a Freelancer, he has to to confirm the Contract milestone. Alternatively, a Client can request a change for the milestone deliverables.

A Freelancer can accept the Client’s request to change a Contract milestone or file a dispute, in accordance with the procedure, set forth herein.

Once the Contract milestone has been completed and it’s deliverables are approved by a Client, a Freelancer will raise a payment withdrawal request to receive payment from the semilimes escrow account.

Under the circumstances described herein, a Freelancer can file a dispute relating to a Client’s actions. Services in accordance to the Contract are provided by Freelancers directly to Clients, who determine the deliverables, price and all other requirements. Whether or not a Contract is offered and/or accepted is entirely at the discretion of the Client/Freelancer. semilimes has no control over this process, neither the formation of a Contract between Registered Users will not, under any circumstance, create an employment relationship between semilimes and a Freelancer.

The engagement, contracting and management of a Contract and it’s milestones are between a Client and a Freelancer.

Upon acceptance of a job post, a Client agrees to purchase, and a Freelancer agrees to deliver, the services and related deliverables in accordance with the following agreements: (a) the agreement between Client and Freelancer including the Contract milestone amount, milestone description, and other terms and conditions as communicated between Client and Freelancer on the Site or otherwise, (b) these TOS (c) any other content uploaded to the Site by semilimes (d) any other agreements, with respect to the Contract, into which Registered Users may enter into, provided that such agreements do not conflict, narrow or expand rights and obligations of Freelancers and Clients under these TOS and Contract.

You agree not to enter into any contractual provisions in conflict with these TOS. Any provision of a Contract in conflict with these TOS is void. Client is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Contract and it’s milestones in a timely manner or as defined in the Contract. Freelancer is responsible for the performance and quality of the services in accordance with the Contract and it’s milestones in a timely manner or as defined in the Contract.

Client and Freelancer each acknowledges and agrees that their relationship is that of independent contractors. A Freelancer shall perform services as an independent contractor and nothing in these TOS shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Client and Employer or between semilimes and any Client or Freelancer.

SECTION 2 - ACCOUNTS

To access the Site, users have to register for an account, provide accurate and complete information, and keep their account information updated. Both Clients and Freelancers undergo the same account registration process. Users cannot register for more than one account. A user must create his/her or its account personally and manually and may not create accounts by any automated means. Each account must be a personal account, but users may act in Marketplace as a sole trader, company or any other legal entity (whether incorporated or unincorporated). The purchase and sale of accounts and the creation of accounts for others is expressly prohibited.

semilimes reserves the right to restrict your access, temporarily or indefinitely block your account, stop any Contract or Contract milestone you have in progress, warn other Freelancers and Clients of your actions or issue you a warning if we are unable to verify or authenticate any information you provide to us and/or we believe that your actions may cause any loss or liability to our Registered Users or to us. Users are solely responsible for any activity that occurs on their account, unless it is a result of actions beyond their control.

SECTION 3 - PAYMENTS

semilimes allows Clients to pre-fund the Freelancer’s work by paying the Contract milestone amount to the semilimes escrow account and to release this prepayment to the Freelancer’s semilimes account. The Freelancer issues a withdrawal request to transfer funds from his semilimes account to his bank account or payment system account. Upon the Contract milestone commencement, a Client will make a Contract milestone prepayment to the semilimes escrow account. To prepay a Contract milestone to the semilimes escrow account, a Client needs to initiate the payment from his authorized payment account. An authorized payment account of a Client can be either a bank account under the user's name, or account in any other payment system, as stated in the Client’s semilimes user profile settings.

A Freelancer should not start the execution of tasks, agreed in the Contract milestone, before a Client’s prepayment of a Contract milestone.

Upon the Contract milestone approval by the Client, the Contract milestone prepayment will be released from the semilimes escrow account to Freelancer’s semilimes account.

To withdraw funds from the Freelancer’s semilimes account, a Freelancer needs to request a withdrawal on an authorized withdrawal account. An authorized withdrawal account can be either a bank account or an account in any other payment system, under the user's name as stated in the semilimes user profile settings. semilimes processes payments daily and will send the money to a Freelancer via the payment method, selected by the Freelancer for the withdrawal.

For security reasons, semilimes reserves the right to request additional information from Registered Users, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the documents, which are proving the identity of a Registered User and/or the credit card details and/or Credit or Debit Card Bank Statement of the card used on your semilimes account and/or statement of the payment system used on your semilimes account.

Before any payments are released from the Freelancer’s semilimes account to the Freelancer’s payment method, they are routinely checked by us for fraud prevention purposes. We aim to process these payments within three (3) working days, however we reserve the right to take up to five (5) working days.

Clients agree to use the semilimes escrow account to make all payments for a Freelancer’s work, whether fist-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the semilimes marketplace for transferring funds for the Freelancer’s work. As a Freelancer, you agree to use semilimes marketplace to receive all payments from Clients identified through the semilimes marketplace, whether first-time, repeat, or follow-on. Registered Users must report attempts or offers to make payment outside of semilimes marketplace by their Clients or Freelancers to semilimes immediately.

You acknowledge and agree that we may at our sole discretion, from time to time, appoint our related bodies corporate, affiliates, or any other third party to act as our agent to accept or make payments related to the Services in semilimes marketplace.

semilimes uses third-party service providers to process payments by Clients to the semilimes escrow account and to transfer funds to Freelancers from their semilimes accounts. These third-party payment service providers are regulated and authorised to provide payment services in the countries where they operate. We may share your personal or transactional information with third-party payment service providers when it is necessary to process payments.

SECTION 4 - FUNDS

4.1. General

Clients may have positive funds in the semilimes escrow account if they have deposited payment for a Contract milestone. Freelancers may have positive funds in their Freelancer semilimes account if they have successfully completed a Contract milestone, and funds have been released to them from the semilimes escrow account. Funds in a Client’s semilimes Escrow account and a Freelancer’s semilimes account are held by us in our operating accounts held with financial institutions. These funds are not held separately by us, and may be commingled with funds of other Registered Users and amount fees owed to semilimes. Such commingled funds could be used to pay other Registered Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with these TOS. We are not a bank or other licensed financial institution and do not provide banking services or any financial services to Registered Users. To the extent that we are required to release funds from your Freelancer semilimes account to you, you will become our unsecured creditor until such funds are paid to you. We may receive interest on funds held by us in our operating accounts from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any Registered User for any imputed interest on such funds. We are not acting as a trustee or fiduciary with respect to such funds or payments subject to these TOS. The amount of funds showing in your semilimes Freelancer account or semilimes escrow account is not insured by any Financial Services Compensation Scheme or any other government agency and is not a guaranteed deposit. Funds may only be loaded into your semilimes escrow account or released from your Freelancer seemilimes account by us and you must only use the mechanisms available on the Site to pay for, or receive funds. Any refunds required to be processed in your favour will be returned only to the source of the original deposit, and cannot be redirected to any other payment source.

We will endeavour to ensure that the funds in the semilimes escrow account or Freelancer seemilimes account are available to the Registered Users in accordance with these TOS but do not guarantee that they will be available to the Registered Users in circumstances which are unforeseen or beyond our control.

If we have to return funds to a Client due to the Client’s (contrary to these TOS) filing a dispute or requesting a payment be reversed through its credit card provider, bank or other payment system, we will be entitled to recover any such amount from a Freelancer’s semilimes account (and if insufficient monies are in Freelancer’s semilimes account), credit card or other previously made payment method if available. If we are unable to recover the amount returned to a Client from the Freelancer in full then Freelancer agrees to pay us any outstanding sums within 48 hours of semilimes making a request.

4.2. No hold on semilimes escrow account

If Contract milestones are not submitted by a Freelancer on the Contract milestone due date, it will will be assumed that the Contract milestone was not delivered by a Freelancer and the funds held in the semilimes escrow account will be automatically refunded back to a Client.

If Client does not approve or disputes the Contract milestone within seven (7) days after milestone due date or milestone submission date by a Client, it will will be assumed that the Contract milestone is approved by a Client and the funds held in the semilimes escrow account will be automatically paid to the Freelancer’s semilimes escrow account.

SECTION 5 - FEES

semilimes will charge Freelancer a fixed fee of USD 30.00 for each withdrawal of funds from the Freelancer’s semilimes account to his authorized withdrawal account. semilimes is not responsible for transaction fees and commissions, that occur when receiving or sending payment from/to the authorized account of a Registered User from/to his semilimes account or semilimes escrow account.

SECTION 6 - CURRENCY

All payments and funds transfers in semilimes marketplace operate in US Dollars and therefore semilimes is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is semilimes responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or other payment system account.

SECTION 7 - REFUNDS AND CANCELLATIONS

A Contract milestone ends at a Contract milestone due date or upon Freelancer’s submission of a Contract milestone. A Freelancer may terminate a Contract milestone before its due date. In such case, a Contract milestone will be terminated and the prepaid amount for this milestone will be paid back to a Client from semilimes escrow account to his semilimes account.

A Client may terminate the Contract milestone before the due date. In such case, a Freelancer should stop working on the Contract milestone immediately. A Freelancer can either confirm the Contract milestone termination or file a dispute in accordance with the terms and conditions set herewith. If the Freelancer confirms the Contract milestone termination, the prepaid amount for this milestone will be paid back to the Client from the semilimes escrow account to his semilimes account.

A Client is entitled to receive a refund of funds held in the semilimes escrow account when a Freelancer does not submit a Contract milestone during the 7 days after the Contract milestone due date.

A Freelancer is entitled to receive a payment of funds from the semilimes escrow account to his semilimes account when a Client does not confirm the submitted Contract milestone or does not request changes to the submitted Contract milestone during the seven (7) days after the Contract milestone due date.

A Client and a Freelancer may mutually agree to a refund for reasons other than the previously stated in this clause however authorization of such refunds will be subject to a review by semilimes. Refunds are only applicable to funds held in the semilimes escrow account.

A Client can request a refund of the funds held in the semilimes escrow account by using our customer support at semilimes.com or emailing us at contact@semilimes.com. If we agree to the refund, the funds will be received by the Client via the same payment method that the Client used to make the original payment to us.

We may refund funds to Clients irrespective of whether a Client has requested funds be refunded if: we are required by law or consider that we are required by law to do so; we determine that refunding funds to a Client will avoid any dispute or an increase in our costs; we refund funds to a Client in accordance with any refund policy specified by us from time to time; we find out that the original payment made by a Client is fraudulent; a Client made a duplicate payment in error; we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.

SECTION 8 - ELECTRONIC CONTRACTING

Your use of our Site and Service includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on semilimes, including notices of cancellation, policies, contracts, and applications. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

SECTION 9 - DISPUTES

semilimes offers semilimes dispute resolution service (“semilimes Dispute Resolution”) to those Registered Users who are engaged in a dispute over an active Contract milestone.

semilimes encourages Registered Users to try and resolve any disagreements on Contract milestone between themselves. If you are dissatisfied with the dispute settlement progress, you agree to submit your dispute to binding arbitration as set forth below.

A Dispute can be raised by the Freelancer if: the Client initiates the termination of the active Contract milestone; the Client initiates a reduction in the initially confirmed payment amount for the active Contract milestone; the Client initiates a change of a submitted Contract milestone.

In any dispute between a Client and a Freelancer which cannot be resolved through negotiation, you expressly agree to and acknowledge that semilimes or a third party chosen by us will arbitrate the dispute in accordance with these TOS. You acknowledge and agree that semilimes will interpret any Contract milestone based on the transaction’s course of dealing and common industry practices. Specifically, in rendering its decision, the arbitrator shall only be obliged to consider the following: the Contract milestone; the parties’ course of dealings, as evidenced by activity on or communications through the semilimes marketplace, the Contract milestone itself and any information or communication that a Client and a Freelancer agree should be considered. semilimes shall render its decision within seven (7) business days of filing the dispute via the semilimes marketplace. You agree that the decision of semilimes, acting as an arbitrator, shall be final, binding, and not subject to appeal. The disputed funds shall be dealt with in accordance with the resolution decision and these TOS. In the event that you are the prevailing party in its arbitration decision, you agree that you shall have no right, title to, interest in or license to the Contract milestone that is the subject matter of the dispute.

You agree and acknowledge that: semilimes is not providing legal services to you; semilimes will not advise you regarding any legal matters; if you desire to have legal counsel, you will seek independent legal counsel licensed to practice law in your jurisdiction and not rely on semilimes for any such counsel; you agree and accept that any payments and/or other actions made by semilimes in accordance with the resolution decision of a dispute are made in good faith and Registered Users shall have no cause of action against us (whether in contract, tort or otherwise) in respect of the resolution decision or any such actions or payments made pursuant to it. Registered Users further agree and accept that they have no right to seek to hold us liable for a Client’s or Freelancer’s alleged actions or failures; semilimes will use the e-mail address corresponding with your account in semilimes or semilimes messenger tool to notify and communicate with you with regard to any dispute; semilimes involvement with the dispute ends once the resolution in relation to the dispute has been communicated.

SECTION 10 - LIABILITY

10.1. General

semilimes marketplace is not a party to the dealing, contracting and fulfillment of any Contract milestone between a Client and a Freelancer. semilimes has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of project listings, the qualifications, background, or abilities of Registered Users, the ability of Freelancers to perform services, the ability of Client to pay for services, or that a Client or a Freelancer can or will actually complete a Contract milestone. semilimes is not responsible for and will not control the manner in which a Freelancer operates and is not involved in the hiring, firing, discipline or working conditions of the Freelancer. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Client and a Freelancer. semilimes marketplace will not provide any Freelancer with any materials or tools to complete any Contract milestone. Client and Freelancer each acknowledges and agrees that the value, reputation, and goodwill of the semilimes marketplace depend on their performance of their covenants and agreements as set forth in their Contract. Client and Freelancers further agree that semilimes has the right to take such actions as, without limitation, suspension, termination, or any other legal actions, as semilimes in its sole discretion deems necessary to protect the value, reputation, and goodwill of the semilimes marketplace.

10.2. Agency

These TOS and any registration for or subsequent use of semilimes marketplace by any Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and us, except and solely to the extent expressly stated.

10.3. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. Depending on your residency or location, you may be subject to certain ad valorem or other taxes on certain fees that we charge. These taxes will be added to fees billed to you, if applicable. You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.

SECTION 11 - GOVERNING LAW

Any and all claims, causes of action or disputes (regardless of theory) between you and us arising out of or related to these TOS our Site and Services or content accessed through our sites and services will be governed by thе laws of Switzerland. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

SECTION 12 - WARRANTIES

You represent and warrant to semilimes that you have full power and authority to enter into this TOS and you have obtained all permissions, releases, rights or licenses required to engage in your activities in connection with the Services without obtaining any further releases or consents; your activities in connection with the Service do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right.

The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance. However, the Service, including the Site and Marketplace, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and semilimes expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that semilimes does not warrant that the Service and Marketplace will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services.

SECTION 13 - ENTIRE AGREEMENT

These TOS constitute the entire agreement between you and us and supersede any prior written or oral agreement. If any provision of these TOS is found by a court of competent jurisdiction to be unenforceable, all other provisions of these TOS will remain in full force and effect.

These TOS contain the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Service. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS and any Additional Terms as applicable, are the complete and exclusive statement of the mutual understanding of the parties.

In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees.

SECTION 14 - PRIVACY AND CONFIDENTIALITY

Your use of the semilimes marketplace provided therein and thereby is governed by the terms of these TOS and the semilimes Privacy Policy. It is your responsibility to review our Privacy Policy, which is incorporated by reference, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy may be updated from time to time. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

SECTION 15 - POLICY CHANGE AND UPDATE

We reserve the right to revise these TOS and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect when they are posted on the Site. You can review the most current version of this TOS at any time via www.semilimes.com. If you continue using marketplace after the posting of TOS update on the Site, it will constitute your acceptance of the revised TOS. If any change to this TOS is not acceptable to you, your only remedy is stop using the Services.

SECTION 16 - TERMINATION

semilimes reserves the right, in its sole discretion, to restrict, suspend, or terminate these TOS and/or your access to all or any part of the Site or the Service at any time and for any reason without prior notice or liability. semilimes reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability. All our accrued liabilities for payments will survive the termination of this TOS.

SECTION 17 - INDEMNITY

You agree to defend, hold harmless and indemnify us from and against any and all losses, costs, expenses, damages or other liabilities incurred by us from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against us: in connection with your use of the Services including any payment obligations incurred through use of the semilimes escrow service; or resulting from: your use of the Site; your decision to supply personal financial information via Site; your decision to submit job posts and confirm Contract milestone from other Registered Users; any breach of Contract or other claims made by Registered Users with which you conducted business through semilimes marketplace; your breach of any provision of these TOS; any liability arising from the tax treatment of payments or any portion thereof; any negligent or intentional wrongdoing by any Registered User; any act or omission of yours with respect to the payment of fees to any Freelancer; your dispute of or failure to pay any Payment; or your obligations to a Freelancer. Any such indemnification shall be conditioned on our: notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; cooperating with you in the defence or settlement thereof; and allowing you to control such defence or settlement. We shall be entitled to participate in such defence through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

SECTION 18 - NO AGENCY

Nothing in these TOS will be deemed to constitute semilimes as your agent with respect to any service purchased and sold by Registered Users through the semilimes marketplace, or expand or modify any warranty, liability or indemnity stated in these TOS.

SECTION 19 - FRAUD

We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover a fraudulent transaction, erroneous or duplicate transaction, or if we receive a charge back or reversal from any Client’s credit card company, bank, or any other financial system for any reason. You agree to and acknowledge our right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by us in an effort to investigate fraud. You agree that we have the right to obtain such reimbursement by charging your semilimes account or semilimes escrow account, deducting amounts from future transfers, charging your credit card or any bank account associated with your account in semilimes, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency.

SECTION 20 - CONTACTS

When you use Site and Marketplace, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Site and Marketplace. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Please contact us at contact@semilimes.com if you have any questions regarding these TOS.

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