MARKETPLACE TERMS
Last Updated: [07/15/2025]
These marketplace terms (these “Marketplace Terms”) are entered into between Alkemi Inc. (“Alkemi”) and the user agreeing to these Marketplace Terms (“Participant”) and govern use of the marketplace features on the Platform (defined below) (the
“Marketplace”). These Marketplace Terms form a part of, and are hereby incorporated into, and made
subject to Alkemi’s then-current terms governing use of the Platform (“Platform Terms”) (the current version of which are available athttps://datahub.alkemi.ai/platform-terms).
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT” (OR OTHER SIMILAR WORDS OF ACCEPTANCE) OR BY OTHERWISE
ACCESSING OR USING THE MARKETPLACE, PARTICIPANT AGREES THAT PARTICIPANT HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO
PARTICIPANT’S USE OF THE MARKETPLACE, PARTICIPANT AGREES TO BE LEGALLY BOUND BY THESE
MARKETPLACE TERMS. IF THE MARKETPLACE IS BEING USED ON BEHALF OF A COMPANY OR OTHER ENTITY BY
AN INDIVIDUAL AUTHORIZED TO ACCEPT THESE MARKETPLACE TERMS ON ITS BEHALF, THEN ALL REFERENCES
TO “PARTICIPANT,” “PROVIDER,” OR “CUSTOMER” (AS
APPLICABLE) REFER TO THE COMPANY OR OTHER ENTITY. IF PARTICIPANT IS A COMPANY OR OTHER ENTITY,
THE INDIVIDUAL ACCEPTING THESE MARKETPLACE TERMS ON ITS BEHALF REPRESENTS AND WARRANTS THAT
THEY HAVE AUTHORITY TO BIND YOU TO THESE MARKETPLACE TERMS. IF PARTICIPANT IS NOT ELIGIBLE, OR
DOES NOT AGREE TO THESE MARKETPLACE TERMS, THEN PARTICIPANT DOES NOT HAVE ALKEMI’S
PERMISSION TO USE THE MARKETPLACE.
USE OF MARKETPLACE. Through the marketplace features on Alkemi’s proprietary cloud-based data
platform (“Platform”), users can make available datasets that the Participant either owns or has
appropriate rights to (each, an “Asset”) on the Marketplace (such users, “Providers”) for other users to license (such users, “Customers”) from Providers. The purchase by a Customer of license to an Asset via the
Marketplace is a “Transaction.” Only users who have entered into, and are in compliance with, the Platform Terms
have Alkemi’s authorization to use the Marketplace, including making available
Assets or entering into Transactions. When Participant is acting as a Provider, the terms
in these Marketplace Terms that expressly apply to Providers apply to Participant and when
Participant is acting as a Customer, the terms in these Marketplace Terms that expressly
apply to Customers apply to Participant. Subject to Participant’s compliance with
these Marketplace Terms, Alkemi will make the Marketplace available to Participant on the
terms and conditions set forth herein and in the Platform Terms.
ASSET TERMS; NO SUPPORT. Provider will not make any Asset available on the Marketplace that would be Prohibited
Data (as defined in the Platform Terms). For each Asset made available on the Marketplace,
the applicable Provider will provide the terms governing the license of such Asset via the
Marketplace, including scope of, restrictions applicable to, costs for, and duration of
the license for the applicable Asset (“Asset Terms”). All Asset Terms will, at a minimum, include terms specifying that: (a) the
Asset Terms are an agreement solely between the applicable Customer and the applicable
Provider, and not Alkemi (except in the event Alkemi is the applicable Customer); and (b)
the applicable Provider is solely responsible and liable for its Assets and obligations in
the Asset Terms, including any performance, maintenance, or support obligations. Asset
Terms (i) will not impose any kind of obligation or liability on Alkemi; and (ii) unless
expressly otherwise contemplated in these Marketplace Terms, will not modify any portion
of these Marketplace Terms. Subject to this Section 2, if there is a conflict between
these Asset Terms and the rights granted in these Marketplace Terms, the Asset Terms will
govern (unless such Asset terms conflict with this Section 2). Prior to a Customer
executing any Transaction, such Customer will enter into Asset Terms with the applicable
Provider. Notwithstanding the foregoing and subject to Section 4.2, if no Asset Terms are
provided, the rights granted as a default in Section 4.2 of these Marketplace Terms will
govern. Alkemi is not responsible for, and will not provide any support with respect to,
any Assets. However, Participant may reach out to Alkemi to resolve customer service
related issues in connection with use of the Marketplace, if and to the extent specified
in Alkemi’s then-current customer service policies.
PRICES; PURCHASES; REFUNDS; REVENUE SHARE
Prices; Purchases. Each Provider is responsible for determining prices for all Assets that the Provider
Submits to the Marketplace (the “Asset License Fees”); provided however that Assets will be subject to any pricing conditions or
requirements specified in these Marketplace Terms or any Additional Terms (defined below).
Unless otherwise set forth in the Asset Terms, (a) Provider will pay all data storage or
data processing fees; and (b) Customer will pay the applicable Asset License Fees upon the
point of sale for the Transaction, including all taxes associated with the purchase. For
the avoidance of doubt, if a Provider does not charge an Asset License Fee for an Asset
made available on the Marketplace, Provider may still be responsible for any applicable
data storage or data processing fees associated with such Asset at Alkemi’s
discretion upon prior notice.
Pricing Parity. Nothing in these Marketplace Terms prohibit Provider from licensing or otherwise making
available Assets on third party platforms or marketplaces, including Provider’s own
platform or marketplace (collectively, “Third-Party Marketplaces”). Provider agrees that all Asset License Fees for each Asset that Provider chooses to Submit to the Marketplace will not exceed the lowest
pricing made available by Provider for the same or substantially similar dataset on any
Third-Party Marketplace. At any time during the Term, if Provider makes available a
dataset on a Third-Party Marketplace that is the same or substantially similar to an
Asset, then the Asset Listing Fee and any associated Revenue Share will be reduced to such
price retroactively to when the dataset was first made available at that price on the
Third-Party Marketplace.
Revenue Share. Alkemi will, on or before the last business day of the calendar month, use commercially
reasonable efforts to pay Provider a percentage of the Net Revenue for each
Transaction for the prior calendar month (“Revenue Share”). The percentage of the Revenue Share owed to Provider will be specified either
in the Provider’s subscription tier or will be as set forth in an order form
executed by Alkemi and Provider. If a Provider’s account on the Platform is
terminated, then Alkemi will use commercially reasonable efforts to issue a payment of any
Revenue Share owed to that Provider as of the date of termination within 30 days after the
end of the month in which the termination occurred. If Alkemi determines, in its
reasonable judgment, (a) that a refund of any Asset License Fees for a particular
Transaction should be issued to the applicable Customer; or (b) that the Asset License
Fees need to be reduced in accordance with Section 3.2, in each case after a Revenue Share
has been paid with respect to that Transaction, Alkemi will (i) in the case of a refund,
reduce the next Revenue Share payment due to the applicable Provider by the amount of that
refund; or (ii) in the case of an Asset License Fee reduction as described in Section 3.2,
reduce the next Revenue Share payment due to the applicable Provider by the amount of the
modification. If no Revenue Share payment is due to the applicable Provider in the month
following any of the events described herein, Alkemi may invoice the applicable Provider
for an amount equal to either the refund or Asset License Fee modification (as
applicable), and Provider will pay such amount within 15 days of receipt of the applicable
invoice. “Net Revenue” for a Transaction means the gross amount Alkemi receives from that Transaction,
less any actual and verifiable costs tied to the Transaction, including (1) taxes; (2)
service fees associated with third-party payment processors; (3) data storage or
processing costs; (4) fraudulent charges; (5) charges that are subject to chargebacks,
reversals, or rejections by a bank or credit card issuer; (6) any refunds that are
provided in Alkemi’s sole discretion; and (7) charges for Assets not actually
delivered or provided to Customer or that are refunded by Alkemi.
Refund Policy. All Transactions that occur on the Platform are non-refundable, unless otherwise set
forth in the Asset Terms. To the extent there are any payment disputes or refund requests
for a Transaction, any settlements of such disputes must be agreed upon directly between
Customer and the Provider, and not Alkemi.
Currency Conversion. Revenue Share payments will be made in U.S. dollars. If a Customer makes any payment
for Assets in a currency other than U.S. dollars, those payments will be converted to U.S.
dollars at a reasonable rate for the purpose of calculating the Revenue Share.
Third-Party Payment Processors. Alkemi will use commercially reasonable efforts to transfer all Revenue Share payments
earned by a Provider using the mechanisms made available on the Platform, which may
include providing the Revenue Share via a third party. Participant, when acting as a
Provider, hereby authorizes Alkemi (or such third party) to transfer all applicable
information to facilitate the transfer of funds for the Revenue Share. In order to receive
the Revenue Share, Providers may be required to make an account with a third party and
agree to such third party’s terms of use, privacy policy, or other terms. Alkemi
does not control any third party, and Alkemi is not responsible for such services.
LICENSES
To Alkemi. Certain features of the Platform may permit Providers to make an Asset available on the
Marketplace or permit Customers to submit, upload, publish, broadcast, generate or
otherwise transmit (“Submit”) content to or through an Asset on the Marketplace (“Input Content”). Input Content that is Submitted on the Platform may generate output, including
words, phrases, images, audio and other works of authorship (“Output Content” and, together with Input Content, the “User Content”). By Submitting either an Asset or Input Content or receiving Output Content from
the Platform, Participant hereby grants to Alkemi a limited, worldwide, non-exclusive,
royalty-free, fully paid right and license (with the right to sublicense through multiple
tiers) to host, store, transfer, reproduce, modify for the purpose of formatting for
display, create derivative works, publicly display, query via Alkemi’s chatbot or
other software, and distribute the Assets or User Content (each as appliable) as part of
providing the Marketplace.
By Provider to Customer. In connection with each Transaction and subject to Section 2, when acting as a
Provider, Participant hereby grants the Customer that is party to the applicable
Transaction a limited, worldwide, non-exclusive, royalty-free, non-transferable and
non-sublicensable right and license to access and use the Asset(s) that were the subject
of the applicable Transaction and paid for by Customer in accordance with, and subject to
the Platform Terms and the Asset Terms. When acting as a Customer, Participant may only
use Assets it has acquired rights to pursuant to a Transaction (such Asset, a “Licensed Asset”) and may not use Licensed Assets for any other purpose. The Platform links
licenses to Licensed Assets to the Customer account associated with the applicable
Transaction pursuant to which the applicable Customer licensed the applicable Licensed
Asset. When acting as a Customer, Participant may not transfer licenses to Licensed Assets
to any other account. When acting as a Customer, Customer will use Assets in accordance
with these Marketplace Terms as well as any Additional Terms.
Ownership
Participant Rights. As between Providers and Customers, Providers own and retain all rights that Providers
hold in the Assets, subject to the licenses granted pursuant to these Marketplace Terms
and the applicable Asset Terms. Unless otherwise set forth in the applicable Asset Terms,
each Customer will retain any copyright and other proprietary rights that the applicable
Customer may hold in the Customer’s User Content, subject to the licenses granted in
these Marketplace Terms and the applicable Asset Terms. When acting as a Customer,
Participant may not make use of the Assets except as expressly authorized in the
applicable Asset Terms. There are no implied licenses in these Marketplace Terms and
Providers reserve all rights to the Assets not granted expressly herein or in the Asset
Terms.
Alkemi Rights. The Platform, including the Marketplace, is owned and operated by or on behalf of
Alkemi. The visual interfaces, graphics, design, compilation, information, data, computer
code (including source code or object code), products, software, services, and all other
elements or parts of the Platform provided by or on behalf of Alkemi (“Materials”) are protected by intellectual property and other laws. All Materials included in
the Platform, but excluding Assets not made available by Alkemi, are the property of
Alkemi or its licensors. Except as expressly authorized by Alkemi, Participant may not
make use of the Materials. There are no implied licenses in these Marketplace Terms and
Alkemi reserves all rights to the Materials not granted expressly in herein.
TERM; TERMINATION
Term. The term of these Marketplace Terms (the “Term”) begins on the earlier of the date Participant accepts these Marketplace Terms or
first accesses or uses the Marketplace, and ends when terminated as described in
Section 6.2 (Termination).
Termination. If Participant violates any provision of these Marketplace Terms, then Alkemi may
immediately terminate these Marketplace Terms and Participant’s authorization to
access the Marketplace. In addition, Alkemi may, at its sole discretion, terminate these
Marketplace Terms or Participant’s account on the Platform, or suspend or terminate
Participant’s access to the Platform, at any time for any reason or no reason, with
or without notice, and without any liability to Participant arising from such termination.
Participant may terminate Participant’s account and these Marketplace Terms at any
time by using the methods made available on the Platform or by contacting customer
service.
Effect of Termination. Upon termination of these Marketplace Terms: (a) all licenses granted to Participant
rights as a Customer with respect to any Licensed Assets will terminate and Participant
must immediately cease all use of the Licensed Assets; (b) Participant will no longer be
authorized to access, and must immediately cease all use of, the Marketplace; provided
however that, in the case of a Participant as a Provider, all Licensed Assets granted to
Customers during the Term will continue to be accessible to Customer and continue to be
governed by applicable the Asset Terms; (c) Participant must pay any unpaid amounts that
were due or otherwise arose prior to termination; and (d) all payment obligations accrued
prior to termination and Sections 3.2, 3.3, 3.4, 5, 6.2, 6.3, 7, 8, 9.3, 9.4, 10, 11, and
12 will survive. If Participant’s account has been terminated for a breach of these
Marketplace Terms, then Participant is prohibited from creating a new account on the
Marketplace using a different name, email address, or other form of account verification.
Alkemi will have no liability to Participant or any third party for any limitation,
termination, or suspension of access to or use of the Marketplace, nor will limitation,
termination, or suspension of such access or use: (i) limit any other rights or remedies
Alkemi may have; (ii) entitle Participant to any refund; (iii) affect Participant’s
obligation to pay all amounts due or otherwise accrued through the date of limitation,
suspension, or termination; or (iv) affect Alkemi’s obligation to pay any Revenue
Share that became due or otherwise accrued before termination (subject to any
post-termination adjustments for refunds).
REMOVAL OF ASSETS ON MARKETPLACE
Removal by Provider. When acting as a Provider, Customer may un-publish (i.e., remove access to) any of its
published Assets from the Marketplace. If a Provider un-publishes Assets, any licenses to
Assets granted prior to such Asset being un-published will continue, subject to the
Platform Terms, including these Marketplace Terms. If a Provider un-publishes Assets,
Alkemi has no obligation to prevent Customers with an existing license to any Licensed
Assets from continuing to use such Licensed Assets.
Removal by Alkemi. Alkemi may inspect any Asset to verify that it conforms in all respects to the Platform
Terms (including these Marketplace Terms), prior to making any Assets publicly available
to license on the Marketplace. If Alkemi determines, in its sole discretion, that any
Assets do not meet the requirements in the Platform Terms (including these Marketplace
Terms), then Alkemi may remove or not publish such Assets on the Marketplace. Alkemi may
block, filter, mute, remove, or disable access to any Assets published to the Marketplace
without any liability to the applicable Provider or to any other users of the Marketplace
at any time if Alkemi reasonably believes that the applicable Assets: (a) violate these
Marketplace Terms; (b) may adversely affect Alkemi or Customers or create any liability or
risk for Alkemi or any third party; or (c) do not meet Marketplace standards.
ACKNOWLEDGEMENTS
General. Participant’s use of the Marketplace is subject to Alkemi’s applicable
policies and rules. To the extent that any Assets include or use artificial intelligence
or machine learning services or technology (“AI Technology”), and without limitation to any different allocation of risk as may be directly
agreed in the applicable Asset Terms, Participant acknowledge and agrees that: (a) when
Participant is acting as a Customer, Participant is responsible for all acts, omissions,
results, decisions, and consequences arising from Participant’s use of AI
Technology, including compliance with any applicable obligations or restrictions arising
from data protection laws and agreements, intellectual property laws, and laws and
regulations governing the use of AI Technology; (b) Alkemi is not responsible for AI
Technology and whether such AI Technology is compatible with the Platform; and (c) AI
Technology is not designed for use with any sensitive, critical, vulnerable, or hazardous
systems or environments, use that could result in harm to persons or property, or use that
could violate individual rights.
Customer Acknowledgements. Participant acknowledges and agrees that, with respect to Participant’s
activities as a Customer: (a) Participant may only access and use Licensed Assets, and not
any Assets that Participant has not acquired appropriate rights to via a Transaction on
the Platform; (b) if Participant no longer agrees to the Platform Terms or otherwise
terminates its relationship with Alkemi, then Participant may not be able to access its
Licensed Assets; (c) Participant may not Submit any Licensed Assets (or derivatives
thereof) as content to be sold or licensed on the Platform, including through the
Marketplace, or on any other platform or service; and (d) Participant is solely
responsible for evaluating Assets to determine whether any particular Asset will meet
Participant’s requirements (including security requirements).
Provider Acknowledgements. Participant acknowledges and agrees that, with respect to Participant’s
activities as a Provider: (a) Alkemi may distribute, publish, copy, and otherwise make
Assets that Participant offers on the Marketplace (“Listed Assets”) available on the Marketplace; (b) Participant is solely responsible for (i) its
Listed Assets, (ii) Participant’s relationships with any Customer it enters into a
Transaction with, and (iii) Participant’s acts or omissions relating to Listed
Assets; (c) Participant will not charge or seek to collect any fees directly from any
Customer for Listed Assets for the applicable Customer’s permitted use of the
Licensed Assets; (d) Participant will not attempt to bind Alkemi to any separate agreement
with any Customer and has no authority to do so; and (e) Alkemi may, in its sole
discretion, choose to give a refund to any Customer that is party to a Transaction with
Participant, and such amount will be deducted from the applicable Revenue Share, or if
such event occurs after the Revenue Share is paid, may invoice Participant for such
amount.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER
General Representations and Warranties. By accessing and using the Marketplace, Participant represents and warrants that: (a)
Participant is, and will remain, in compliance with these Marketplace Terms;
(b) Participant has the full power and authority to enter into these Marketplace
Terms; (c) Participant’s use of the Marketplace, whether as a Provider or Customer
or otherwise, will comply with all applicable laws, rules, and regulations.
Provider Representations and Warranties. Participant represents and warrants to Alkemi that, with respect to Participant’s
activities as a Provider: (a) Listed Assets will comply with the Platform Terms and any
applicable laws; (b) Participant is the creator and owner of Listed Assets, or has the
necessary licenses, rights, consents, and permissions to authorize Alkemi and Customers to
use and distribute Listed Assets as necessary to exercise the licenses granted by
Participant in these Marketplace Terms and Platform Terms; (c) Listed Assets, and the use
of Listed Assets as permitted by these Marketplace Terms, does not and will not: (i)
infringe, violate, misappropriate, or otherwise breach any third-party right, including
any copyright, trademark, patent, trade secret, moral right, privacy right, right of
publicity, or any other intellectual property, contract, or proprietary right; (ii)
slander, defame, libel, or invade the right of privacy, publicity or other property rights
of any other person; or (iii) cause Alkemi or any third party to violate any law or
regulation or require Alkemi or any third party to obtain any further licenses from or pay
any royalties, fees, compensation or other amounts or provide any attribution to any third
parties; (d) a reasonable person could not deem Listed Assets to be objectionable,
profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or
otherwise inappropriate; and (e) no Listed Assets are derived from other content made
available on the Platform (other than Participant’s other Listed Assets).
General. THE MARKETPLACE AND ALL ASSETS ON THE MARKETPLACE ARE PROVIDED “AS IS”.
ALKEMI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE
MARKETPLACE OR ASSETS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. ALKEMI DOES NOT WARRANT THAT
THE MARKETPLACE OR ACCESS TO ASSETS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALKEMI
WILL MAINTAIN ASSETS WITHOUT LOSS. PARTICIPANT UNDERSTANDS AND AGREES THAT
PARTICIPANT’S USE OF THE MARKETPLACE IS AT PARTICIPANT’S OWN DISCRETION AND
RISK, AND THAT ALKEMI IS NOT RESPONSIBLE FOR ANY DAMAGE TO PARTICIPANT’S PROPERTY
(INCLUDING PARTICIPANT’S COMPUTER SYSTEMS OR MOBILE DEVICES USED IN CONNECTION WITH
THE MARKETPLACE) OR ANY LOSS OF DATA, INCLUDING ASSETS.
MARKETPLACE DISCLAIMER. WITHOUT LIMITING THE GENERALITY OF SECTION 9.3, ALL ASSETS OR OTHER ITEMS AVAILABLE
THROUGH THE MARKETPLACE ARE FURNISHED BY OR ON BEHALF OF PROVIDERS. ALKEMI IS NOT
RESPONSIBLE FOR ANY ASSETS OFFERED OR LICENSED THROUGH THE MARKETPLACE, UNLESS ALKEMI IS
IDENTIFIED AS THE PROVIDER AT THE POINT OF SALE. ALKEMI IS NOT A BROKER, FINANCIAL
INSTITUTION, OR CREDITOR. PARTICIPANT AGREES THAT ALKEMI WILL NOT BE A PARTY TO OR HAVE
ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR
RESULTING FROM ANY DISPUTES BETWEEN ANY PROVIDER OR CUSTOMER WITH RESPECT OF THE USE,
MISUSE, OR PROVISION (OR FAILURE TO PROVIDE) OF ANY ASSETS.
INDEMNIFICATION. To the fullest extent permitted by law, Participant is responsible for
Participant’s use of the Marketplace, and Participant will defend and indemnify
Alkemi, its affiliates and their respective shareholders, directors, managers, members,
officers, employees, consultants, and agents from and against every claim brought by a
third party, and any related liability, damage, loss, and expense, including
attorneys’ fees and costs, arising out of or connected with: (a) Participant’s
unauthorized use of, or misuse of, the Marketplace; (b) Participant’s violation of
any portion of these Marketplace Terms, any representation, warranty, or agreement
referenced in these Marketplace Terms, or any applicable law or regulation; (c) User
Content and Assets; (d) Participant’s violation of any third-party right, including
any intellectual property right or publicity, confidentiality, other property, or privacy
right; or (e) any dispute or issue between Participant and any third party, including
other users of the Marketplace or arising out of the Asset Terms. Alkemi reserves the
right, at Alkemi’s own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by Participant (without limiting
Participant’s indemnification obligations with respect to that matter), and in that
case, Participant agree to cooperate with Alkemi’s defense of those claims.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ALKEMI BE LIABLE TO
PARTICIPANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE
LOSS) ARISING OUT OF OR RELATING TO PARTICIPANT’S ACCESS TO OR USE OF, OR
PARTICIPANT’S INABILITY TO ACCESS OR USE, THE MARKETPLACE, OR ANY MATERIALS OR
CONTENT ON THE MARKETPLACE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALKEMI HAS BEEN
INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
AGGREGATE LIABILITY OF ALKEMI TO PARTICIPANT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO
THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE MARKETPLACE OR OTHERWISE UNDER THESE
MARKETPLACE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:
(A) THE AMOUNT PARTICIPANT HAS PAID TO ALKEMI FOR ACCESS TO AND USE OF THE PLATFORM IN THE
12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) US$100.
MISCELLANEOUS
General Terms. The Platform Terms, these Marketplace Terms, and any Additional Terms, are the entire
and exclusive understanding and agreement between Participant and Alkemi regarding
Participant’s use of the Marketplace. Participant may not assign or transfer these
Marketplace Terms or Participant’s rights under these Marketplace Terms, in whole or
in part, by operation of law or otherwise, without Alkemi’s prior written consent.
Alkemi may assign these Marketplace Terms and all rights granted under these Marketplace
Terms, including with respect to any Assets, at any time without notice or consent. The
failure to require performance of any provision will not affect Alkemi’s right to
require performance at any other time after that, nor will a waiver by Alkemi of any
breach or default of these Marketplace Terms, or any provision of these Marketplace Terms,
be a waiver of any subsequent breach or default or a waiver of the provision itself. Use
of Section headers in these Marketplace Terms is for convenience only and will not
have any impact on the interpretation of any provision. Throughout these Marketplace Terms
the use of the word “including” means “including but not limited
to.” If any part of these Marketplace Terms is held to be invalid or unenforceable,
then the unenforceable part will be given effect to the greatest extent possible, and the
remaining parts will remain in full force and effect.
Additional Terms. Participant’s use of the Marketplace is subject to all additional terms,
policies, rules, or guidelines applicable to the Marketplace or certain features of the
Marketplace that Alkemi may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part
of, these Marketplace Terms.
International Use. The Marketplace is intended for visitors located within the United States. Alkemi makes
no representation that the Marketplace is appropriate or available for use outside of the
United States. Access to the Marketplace from countries or territories or by individuals
where such access is illegal is prohibited.
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