| 1. ABOUT THE PLATFORM | |
| a. | These Terms and conditions for Platform usage (hereinafter referred to as “Terms”) constitute a legally binding agreement between the Member and TechConnectr and govern the usage of the Platform including any variants of the Platform in the form of any application for mobile, tablet or other smart devices. |
| b. | This Platform (as more specifically defined in clause 2(a) of these Terms herein below) is hosted, owned, established, operated and maintained by TechConnectr Marketplace, Inc a Florida Corporation, registered under the Florida Business Corporation Act 607 having its registered address at Beaumont Ave, Saratoga, CA 95070 (hereinafter called “TechConnectr”). All rights including all intellectual property and proprietary rights solely and exclusively belong to TechConnectr. |
| c. | The terms related to the collection and use of personal information in connection with the usage of the Platform are separately described in the Privacy Policy. |
| d. | This Platform provides various B2B solutions including vendor selection and management, lead generation campaign and lead management, contact and ‘intent’ data acquisition |
| e. | Members must read these Terms in detail in order to familiarize themselves with the obligations, rights, and remedies available to TechConnectr as well as the Members. |
| 2. DEFINITIONS | |
| a. | “Platform” shall mean and include this website, mobile application or any other variant of the website hosted at the domain name Marketplace.TechConnectr.com, by TechConnectr for the purpose of acting as a common virtual marketplace wherein Clients and Solution Providers may interact and transact with each other. TechConnectr also provides consulting services upon request. |
| b. | “Member” shall mean and include any person who accesses this Platform in order to interact and transact with Clients and Solution Providers as the case may be, or avail any features of the Platform in lieu of a fee in accordance with the Terms agreed. |
| c. | “Client” shall mean and include any Member who accesses the Platform for the purpose of availing services from the Solution Provider listed on the Platform. |
| d. | “Solution Provider” shall mean and include any Member who subscribes to the Platform for the purpose of providing services to other Members interested to avail or procure the services offered, provided by the Solution Provider of the Platform. |
| e. | “Confidential Information” shall include, but not be limited to, software and online products, source codes or any related codes in all formats, analytical data, documentation, contact information, and correspondences, any information available on this Platform that is not otherwise publicly available and to which the Member has access to through this Platform and any other information in relation to TechConnectr, its business operations, information pertaining to employees, finances, pricing or any other such information that has not otherwise been made publicly available. |
| 3. USE OF PLATFORM | |
| a. | By using this Platform, the Member agrees to comply with the Terms. The right to use this Platform is personal to the Member and is not transferable to any other person or entity. The Member is responsible for all the use of Member’s Account and for ensuring that all use of Member's Account complies fully with the provisions of Terms. Member shall be responsible for protecting the confidentiality of Member's password(s), if any. |
| b. | The Platform is an online marketplace that enables Members who are Clients to directly communicate, interact and transact with Solution Provider suitable as per the needs of the Client. The Platform is an independent entity that merely facilitates the interaction of Clients and Solution Provider. |
| c. | The Member shall ensure to make timely payments of any fees and charges payable for the services availed. The Members agree and accept that TechConnectr reserves the right to charge a percentage of the fees paid by the Members as subscription fees in its sole discretion. The final price quoted on the platform payable by the Client shall be inclusive of such percentage. The Solution Provider shall be paid as per the bid submitted by the Solution Provider. |
| d. | The Members agree and accept that TechConnectr shall have the right to view and download, access and check all content, data and information uploaded and posted on the website and shall have the right to delete or otherwise destroy any such content, data and information after termination of the Member. |
| e. | TechConnectr does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply services provided by the Solution Provider. Solution Providers are solely responsible for the Services they state that they provide to the Client. Any Client that procures any services from any Solution Provider listed on the Platform is deemed to have entered into a contract with such Solution Provider. The Solution Provider, by accepting to provide the Services creates a contractual relationship with the Client. Such a contract entered shall solely be considered as a contract between the Client and the Solution Provider. TechConnectr shall in no manner whatsoever be liable to any of the terms and conditions mentioned in the Terms mentioned through this clause. |
| f. | TechConnectr has no control over and does not guarantee, quality, accuracy, suitability and legality of any Solution Provider listed on the Platform and shall not be held responsible for any information provided by the Solution Provider through the Platform. |
| g. | The Member’s relationship with TechConnectr is limited to being an independent, individual contractor, and not an employee, agent, joint venture or partner of TechConnectr for any reason. The relationship between the Members and TechConnectr is on a Principal to Principal Basis. |
| h. | Due to the nature of the internet, TechConnectr cannot and does not guarantee the continuous and uninterrupted availability and accessibility of the Platform |
| i. | TechConnectr does not provide any representation or warranty in relation to the identity of any Members. The Member understands and accepts that the verification of users through the internet cannot be ascertained and therefore shall not hold TechConnectr responsible for any misrepresentation by any Member on the Platform. |
| j. | The access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Platform. If there is a conflict between the Terms and terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence to the Terms to the extent of such conflict. |
| k. | Subject to your compliance with the Terms, TechConnectr grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to (i) use the Platform on your personal device(s); and (ii) access and view any content made available on the Platform. |
| l. | Member shall take all reasonable measures to protect the Confidential Information but in no event less than the measures it takes to protect its own Confidential Information. |
| m. | The Member understands and accepts that TechConnectr shall not be held liable for any acts of any other Members and that they shall exercise their own discretion while transacting with other Members. The Liability of TechConnectr at any point of time shall be limited to and not exceed any amount paid by that Member in lieu of the transaction entered by one Member with the other. |
| n. | In the event of any permitted copying, redistribution or publication of copyrighted material, as permitted by TechConnectr no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Member further understands and acknowledges that it does not acquire any ownership rights by downloading copyrighted material that is permitted to be downloaded. |
| 4. | Compliance with Laws. Member shall comply with all applicable local, state, national and foreign laws, guidelines, treaties and regulations, including those related to advertising, data privacy, data security, international communications and the transmission of technical or Personal Data, and all compulsory industry self-regulations, including, if applicable, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq (“CCPA”), as they may be amended from time-to-time (“Data Protection Laws”), collectively “Applicable Laws.” As used herein, “Personal Data” means any information capable of identifying a natural person as defined under the Data Protection Laws, whether defined as “personal data,” “personal information,” “private information” or any other similar term. Notwithstanding anything to the contrary, TechConnectr shall solely be responsible for compliance with Applicable Laws to the extent necessary for the provision of the Platform, the Services and/or the Information within the United States of America, regardless of the location in or from which Customer accesses and/or uses the Platform, the Services and/or the Information. Customer, in connection with Customer’s access to and/or use of the Platform, the Services, and the Information shall comply with all Applicable Laws, and shall not use the Platform, the Services and/or the Information in any way that violates Applicable Laws. For clarity, “Applicable Laws,” in the context of Customer, include Applicable Laws of the location in or from which Customer accesses and/or uses the Platform, the Services and/or the Information. As used herein, “Information” means any of the information or data provided by TechConnectr to Customer in connection with the Platform and/or Services. In the event Customer is an Agency, Customer shall ensure Customer Clients are in compliance with the foregoing. |
| 5. PROHIBITED ACTIVITIES | |
| a. | The Members are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to the use of the Platform. |
| b. | Member shall use this Platform for lawful purposes only. Member shall not post or transmit through the Platform any material which violates or infringes in any way upon the rights of others, which is unlawful, defamatory, invasive of privacy or publicity rights, vulgar, obscene, or otherwise objectionable in nature, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law applicable to the country of the Member or any laws of California |
| c. | The Members shall not post any inappropriate, inaccurate, or objectionable content to the Platform or any such content that is prohibited by any law, is obscene or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual. |
| d. | The Member shall not divulge, use, disclose, leak nor disseminate any Confidential Information other than to effectively use the Services through this Platform. The Member shall not use Confidential Information to reverse engineer, decode or program around the TechConnectr’s proprietary Services and intellectual property. Member shall not make copies of Confidential Information in any manner to which it has access to through this Platform. |
| e. | The Member shall ensure to provide accurate and truthful information on the Platform and shall in no manner misrepresent their identity, purpose, or intention on the Platform. |
| f. | The Members shall not copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Platform in any way that is inconsistent with the Privacy Policy or the Terms or that otherwise violates any agreement between such Members and TechConnectr. |
| g. | Member shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Member may download material from this Platform for Member's personal use only. Except as otherwise expressly permitted in writing by TechConnectr, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted. |
| h. | Member shall not upload, post or otherwise make available on this Platform any material protected by copyright, trademark or other proprietary right without express permission of the owner of the copyright. Member shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. |
| i. | This Platform may contain email services, chat areas, news groups, forums, Solution Provider profiles, calendars, campaign details, dashboards and/or other message or communication facilities designed to enable Member to communicate with others (collectively “Communication Services”). Member agrees to use the Communication Services only to post, upload send and receive messages and material that are proper and necessary, related to the particular Communication Service. Member undertakes to comply with the GDPR rules and all other reginal Privacy laws and rules which they need to be compliant with at the specific jurisdiction of Member and as per the laws of California. |
| j. | The Members shall not avoid, bypass, surpass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by TechConnectr to protect the Platform; |
| k. | The Members shall not take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform; |
| l. | The Member agrees and accepts to enter into and execute all such agreements and Insertion orders as maybe required by TechConnectr. The Terms, insertion orders, privacy policy and any other agreement entered into by and between the Member and TechConnectr. |
| m. | Member here by irrevocably agrees and warrants that it and its affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass TechConnectr from any transaction or dealing between any other Member, or obviate TechConnectr after establishing the relationship under the Terms with any other Member, for the purpose of gaining any benefit, whether such benefit is monetary DocuSign Envelope ID: 9AF06114-2B1E-4A96-A7AB-2B10673FAF5E or otherwise. Clients shall ensure that all payments to the Solution Provider are made on time and as per the terms agreed between them to the respective Solution Provider. |
| n. | Solution Provider shall ensure to follow all protocols and shall not manipulate or attempt to manipulate or defraud any process of bidding and quotations by creating multiple identities. It shall be the Solution Provider responsibility to maintain fair trade practices while transacting through the Platform. |
| 6. INDEMNIFICATION | |
| These Terms and conditions for Platform usage (hereinafter referred to as “Terms”) constitute a legally binding agreement between the Member and TechConnectr and govern the usage of the Platform including any variants of the Platform in the form of any application for mobile, tablet or other smart devices. | |
| 7. TERMINATION | |
| a. | TechConnectr or Member may terminate the Terms at any time without limiting the foregoing, TechConnectr shall have the right to terminate and deactivate the Member's Account from the Platform by providing a notice to the Member of the intention of termination. |
| b. | In events where this Agreement gets terminated and there are assignments, services pending or in process during termination then in such events the pending, incomplete assignments and services shall be completed in totality and provided by the Solution Provider to the Client as set forth in the Agreement. |
| c. | TechConnectr may temporarily suspend a Member’s account in events of non-payment or default in payment of any dues owed by the Member to TechConnectr. |
| d. | In the event where any Member commits any breach of any terms and conditions mentioned in clause 4(b), 4(c) 4(h) of this Agreement hereinabove, TechConnectr shall have the right to terminate the Agreement with immediate effect without paying any compensation to the Member. TechConnectr shall intimately notify the Member in writing of their decision of such termination and deactivation. TechConnectr shall delist, deactivate and disable the account of the Member permanently from the Platform. TechConnectr shall not be held liable or responsible for any pending transactions including deliverables and payments between such deactivated Member and other Members whatsoever. |
| e. | In the event of termination as per clause 6(d) any information, data and documents uploaded, posted shall be immediately deleted and destroyed and TechConnectr shall not be responsible and liable for any loss of any such data uploaded on the Platform. |
| f. | Any Member who has been terminated, delisted and deactivated as per clause 6(d) shall not be eligible for reinstatement or reactivation for a period of ___ years from the date of termination. |
| g. | All Solution Providers shall remain responsible for completion of any pending assignments and campaigns after Termination. All Clients shall be responsible for completing the payments due to the Solution Providers. TechConnectr is purely a platform to facilitate such the members to provide and to take services. |
| 8. MODIFICATION OF TERMS | |
| TechConnectr reserves the right to modify the Terms at any time in accordance with this provision. Any changes to the Terms will be posted as the revised Terms on the Platform and further the “Last Updated” date at the top of the Terms shall be posted. TechConnectr shall also inform the Members of such modifications by email at least thirty (30) days before the date they become effective. Any Member that disagrees with the revise d Terms may terminate the Terms with immediate effect. TechConnectr shall inform the Member about the right to terminate the Terms in the notification email. All Members who do not terminate the Terms before the date the revised Terms become DocuSign Envelope ID: 9AF06114-2B1E-4A96-A7AB-2B10673FAF5E effective their continued access to or use of the Platform shall constitute as deemed acceptance of the revised Terms. | |
| 9. DISCLAIMER | |
| a. | All Members choose to use the Platform voluntarily and at your sole risk. The Platform and any content and information is provided “as is”, without warranty of any kind, either express or implied. |
| b. | The Members agree that they have had all the opportunity they deem necessary to investigate the Platform, laws, rules, or regulations that may be applicable to them and have verified any information being received. Members further agree that they are not relying upon any statement of law or fact made by TechConnectr relating to any other Member or any other information displayed on the Platform. |
| 10. MISCELLANEOUS | |
| a. | If, for any reason, any provision of the Terms is held invalid, all other provisions of the Terms shall remain in effect. If the Terms are held invalid or cannot be enforced to the full extent permitted by law, any prior agreement between the Parties shall be deemed reinstated as if the Terms had not been executed. |
| b. | All obligations under the Terms shall survive its termination and the Member shall be bound by all terms and conditions of the Terms for a period of 2 years from the date of end of subscription. |
| 11. DISPUTE RESOLUTION | |
| a. | All dispute, controversy or claim arising out of, or relating to these Terms, or breach, termination, invalidity or interpretation thereof, the parties shall first refer the dispute, controversy or claim to mediation. In the event of any dispute remaining unresolved fo r more than 45 days from the receipt of the notice of mediation shall be finally referred to arbitration for final and binding resolution under the Federal Arbitration Act and California Uniform Arbitration Act to a sole arbitrator mutually appointed by both Parties, seat of arbitration shall be Santa Clara County, State of California. Language of arbitration shall be English. |
| b. | The laws State of California, without giving effect to its conflicts of law principles, governs all matters arising out of or relating to these Terms that cannot be referred to the Arbitration, including, without limitation, its validity, interpretation, construction, performance and enforcement. The courts at State of California shall have exclusive jurisdiction over all matters arising out of these Terms. |