Welcome to G2i Inc. (“we”, “us” or “our”). We offer an online recruiting platform (our “Platform”) through our website, https://www.g2i.co (our “Site”), that vets and matches web and mobile developers (each, a “Candidate”) with companies that are hiring based on their talent and skills and assists Employers in the management of projects.
The list below briefly summarizes the key provisions of these Terms, but you should read all of the Terms to understand fully all of your rights and obligations:
You must create an Employer account with us to access and use our Platform as an Employer. In order to create your account, you must provide certain information about yourself, as prompted by our account registration page (“Account Information”), including without limitation your payment method and the information we need to process your payments. You alone are responsible for maintaining the confidentiality of your password and for all activities that occur under your account, including without limitation submissions of Statements of Work.
If you are an individual, you may only create an Employer account with us and use our Platform if you are at least eighteen (18) years of age and are otherwise capable of forming legally binding contracts under applicable law.
We are under no obligation to create an account for you, and we may delete or deactivate your account in our sole and complete discretion.
As a condition to using our Platform as an Employer, you hereby represent, warrant and covenant that:
You shall not, and shall not permit others to:
In addition, you agree not to use our Platform to collect, upload, transmit, display or distribute any content or material that we determine, in our sole discretion:
We reserve the right to delete or deactivate your account and deny you access to all or part of our Platform if we believe that you have violated or will violate these Terms.
Our Platform may contain links to third-party websites and services (“Third-Party Links”). We are not responsible for any Third-Party Links, and we do not approve, monitor, endorse, warrant or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution, diligence and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and information gathering practices.
We may record telephone calls between you and us for quality assurance and training purposes. You agree and consent to such use unless you expressly state otherwise during the telephone call.
We reserve the right to monitor the content of messages that you send through our Platform.
If you or one of your affiliates identify a Candidate through our Platform that you wish to hire as an employee, you may do so by extending a job offer (a “Job Offer”) to that Candidate. If a Candidate accepts a Job Offer from you or your affiliate, you must inform us via email.
If you or one of your affiliates needs to hire someone to work on a project (“Project”) or you have identified a Candidate through our Platform that you wish to hire for a Project, either on a contract basis or a contract-to-hire basis, you may initiate discussions with Candidates via email.
Your interactions with Candidates may result in you wishing to extend an offer for a Project (a “Project Offer”) to a specific Candidate. You must do this via email to a hiring team member at G2i.
Please note that Candidates may, in their sole discretion, accept or reject a Project Offer, and any rejection of a Project Offer does not terminate an underlying Statement of Work if it has been submitted by you and accepted by us. Additionally, we may accept or reject Statements of Work in our sole discretion.
We and the applicable Candidate shall determine the manner and means of performing the Services once a Statement of Work has been accepted, provided that Candidates shall perform Services in accordance with the schedule set forth in the applicable Statement of Work. Notwithstanding the foregoing, you acknowledge and agree that the schedule set forth in any Statement of Work is an estimate only and is subject to change as the Project proceeds.
In the event either you or Candidate requires a change to a Statement of Work, the requesting party shall provide a written proposal outlining the proposed change (“Change Order”). In the event a Change Order is agreed to in writing by both you and us, you acknowledge that the Change Order may alter the Services, the delivery and the fee schedule as set forth in the schedule the Statement of Work describing the Project. No Change Order will be binding upon either you or us unless said Change Order is in writing (including an email or message sent through our Platform) and is signed or approved by you and us. Any Change Order shall be governed by these Terms.
You shall provide us and Candidates performing Services for you with such resources, information and assistance as is reasonably requested in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event a project requires us or a Candidate to perform Services on your premises, you shall provide safe and adequate space, power, network connections, materials, secretarial assistance, CPU time, access to its hardware, software and other equipment, assistance from qualified personnel familiar with your hardware, software and data processing requirements and other resources as reasonably requested by us or the applicable Candidate, whether requested during regular business hours or otherwise. You acknowledge and agree that our and Candidates’ ability to successfully perform the Services in a timely manner is contingent upon your compliance with this Section 3(c). We shall have no liability for deficiencies in Services provided by Candidates or us resulting from your acts or omissions or performance under a Statement of Work in accordance with your instructions.
You acknowledge that in order to perform the Services, we and Candidates may require access to certain software or other information or material of yours or your suppliers (“Your Materials”). Accordingly, except to the extent prohibited under any third party license from your suppliers, you hereby grant to us and Candidates performing Services a non-exclusive, non-transferable license to use the Your Materials as necessary to perform the Services.
When you hire a Candidate as an employee, you shall pay us a “Hiring Fee”. The Hiring Fee is set forth in the Statement of Work.
When you hire a Candidate on a contract basis or contract-to-hire basis, you shall pay us all fees and compensation due to the applicable Candidate (“Compensation”) as well as a “Project Fee”. You hereby agree to pay us all fees due pursuant to Statements of Work entered into hereunder, as set forth in this Section 2 and on the terms of the applicable Statement of Work. Unless expressly specified otherwise in a Statement of Work, all work done by Candidates on a contract basis or contract-to-hire basis shall be performed at our then-current time and materials rates, as provided on our Employer Dashboard, and nothing in these Terms shall be deemed to imply an agreement for the performance of Services on a Project for a fixed price. All Compensation shall be considered earned as Services are performed. All fees due hereunder are non-refundable and are not contingent on any additional services or products to be provided unless expressly provided otherwise in the applicable Statement of Work.
You shall not owe us any fee if you hire a Candidate for a Project that you can prove with documentary evidence was already engaged in active discussions with you about that Project before you viewed such Candidate through our Platform. You agree to reasonably cooperate with our requests for documentation that proves the Candidate was known to you. However, this provision does not apply, and you shall owe fees as provided herein, if you submit a Project Offer to such Candidate through our Platform. We reserve the right, in our sole discretion, to determine whether you do or do not owe us fees under this provision.
While pricing and terms may vary by Statement of Work, we may require you to pay a nonrefundable deposit (“Deposit”) when you hire Candidates on a contract or contract-to-hire basis of no less than the Compensation due after forty (40) hours of work by a Candidate.
If you do not disclose to us that you hired a Candidate that you met through our Platform, either as an employee or on a contract or contract-to-hire basis, or you attempt to circumvent your obligations under these Terms, you shall owe us the aggregate of: (1) all of the fees that would be due under a Statement of Work covering the hiring of the Candidate as an employee and/or the work performed by the Candidate for you, as determined by us in our sole discretion (the “Presumed Fees”); (2) a penalty fee (“Penalty Fee”) equal to 20% of the total Presumed Fees; and (3) a late fee equal to the total interest that has accrued at the rate of 1.5% per month (or if not legally permissible, then at the then maximum legal interest rate) on the unpaid Presumed Fees and Penalty Fee after the date upon which the initial Fees would have been due to us if you had properly submitted a Statement of Work until the date payment in full is actually received by us.
Except as otherwise set forth herein or in a Statement of Work, we will invoice you on a periodic basis for amounts due hereunder through our Platform, and you shall pay all amounts invoiced as set forth in the applicable Statement of Work through your Employer Dashboard. All payments must be made in U.S. dollars. Unless expressly provided otherwise in the applicable Statement of Work, outstanding balances shall accrue interest at a rate equal to the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by applicable law, from thirty (30) days after due date until paid, plus our reasonable costs of collection and attorney’s fees related to collection.
All fees due hereunder are exclusive of, and you shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms, except for taxes based upon our net income.
Subject to the terms of the applicable Statement of Work, if you notify us within ten (10) days after receiving code or other Deliverables from a Candidate pursuant to a Statement of Work, we may grant you a refund:
We do not grant refunds of Hiring Fees, but we will provide you with an introduction to a new Candidate if the Candidate you hire voluntarily terminates his or her employment or you terminate his or her employment within ninety (90) days after his or her start date.
You acknowledge that the refund described above is your sole and exclusive remedy if you are unsatisfied with a Candidate or Services.
“Deliverables” means the items provided by us to you under a Statement of Work, including items specifically designated or characterized as deliverables in a Statement of Work.
“Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, net lists, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, test vectors, tools, uniform resource identifiers including uniform resource locaters (URLs), user interfaces, web sites, works of authorship, and other forms of technology.
“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
“Work Product” means (a) Deliverables and (b) all Intellectual Property, in any stage of development, which we or Candidates conceive, create, develop or reduce to practice in connection with performing the Services and all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.
As between you and us, we own all right, title and interest in all Intellectual Property Rights found on, provided by or embodied in our Platform, and all Intellectual Property developed, acquired or otherwise obtained by us prior to, or independently of, these Terms, and any derivative works thereof (“Our Content”). Our Content is protected by copyright, trademark, and other intellectual property and related laws of both the United States and foreign countries. You may not distribute, modify, transmit, reuse, download, repost, copy or use Our Content, whether in whole or in part, for commercial purposes or for personal gain, without our prior, express written consent. We reserve all rights to Our Content not expressly granted in these Terms.
We are not responsible for the accuracy, appropriateness or legality of Your Content. You acknowledge that we have no obligation to monitor any of Your Content. You bear sole responsibility for adequate security, protection and backup of Your Content. We will have no liability to you for any unauthorized access or use of any of Your Content or any corruption, deletion, destruction or loss of any of Your Content.
License to Use our Platform: Subject to, and conditioned upon, your compliance with the conditions and restrictions set forth in these Terms and our other guidelines and policies posted on our Site and those of our licensors and third party providers, we hereby grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use Our Content in connection with the use of our Platform, solely for your personal, non-commercial use. This license does not include: (1) any resale or commercial use of Our Content; (2) the distribution, public performance or public display of Our Content; (3) modifying or otherwise making any derivative works of Our Content or our Platform, or any portion thereof; or (d) any use of Our Content or our Platform except for their intended purposes. Any use of Our Content or our Platform that is not expressly authorized in these Terms or by us is strictly prohibited.
License to Use Work Product and Deliverables: Subject to your payment of all applicable fees hereunder, including without limitation fees related to each Statement of Work or Deliverable and direct hires of employees, we hereby grant you a non-exclusive, perpetual, irrevocable, worldwide, fully-paid right and license, under all of our Intellectual Property Rights, to any of Our Content that is incorporated into or necessary for you to fully utilize and capitalize Work Product and any Deliverable to be provided or actually provided by us to you (collectively, “Licensed IP”): (a) to reproduce, create derivative works of, distribute, transfer, publicly perform, publicly display, digitally transmit, and otherwise use the Licensed IP in any medium or format, whether now known or hereafter discovered, and (b) to reproduce, distribute and sublicense the Licensed IP to your customers solely as integrated with your products and services pursuant to an end user license agreement or similar agreement that contains terms at least as restrictive as those contained in these Terms with respect to the Licensed IP.
Your failure to comply with these Terms may have legal consequences for you, including without limitation liability under copyright and trademark laws and applicable communications regulations and statutes.
The parties acknowledge that certain Intellectual Property licensed or obtained by us or Candidates from third parties (collectively, “Third Party Technology”) may be used by Candidates in the completion of Statements of Work and may be included in Deliverables provided to you, including without limitation software code licensed under the GNU GPL or LPGL license or similar “open source” licenses.
Unless expressly provided otherwise in the applicable Statement of Work, we retain the limited right to use, display and distribute portions of Work Product, including without limitation code snippets and screenshots, as part of our portfolio for commercial, promotional purposes regardless of whether Work Product is expressly agreed to by the parties as being Your Content.
These Terms shall go into force and be binding on you as of the date that you create your account and can access our Platform and shall be binding on you until terminated as set forth herein (the “Term”). The term of each Statement of Work shall be set forth in the Statement of Work.
Unless specified in the applicable Statement of Work, you may terminate these Terms at any time by deleting your account, and you may terminate any uncompleted Statement of Work at any time upon at least thirty (30) days’ prior written notice. We may terminate these Terms and your access to our Platform at any time and in our sole discretion, and we may terminate any uncompleted Statement of Work then in effect, upon at least thirty (30) days’ prior written notice. Either party may terminate these Terms and all uncompleted Statements of Work by written notice in the event the other party is in material breach of any obligation under these Terms or any Statement of Work, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of notice of such default. Notwithstanding the foregoing, we may also terminate these Terms and all uncompleted Statements of Work immediately upon written notice in the event (a) you fail to pay any amounts payable hereunder within ten (10) days after receiving written notice from us that payment is due, or (b) you breach any provision in Section 4 or 8. The termination or expiration of a single Statement of Work shall not cause the automatic termination of any other Statement of Work.
Upon the expiration or termination of these Terms, (a) each party shall return the other’s Confidential Information (as defined below) in its possession or control, and (b) all amounts owed to us under these Terms which accrued before such termination or expiration, for Services and Deliverables that have been accepted by you in accordance with the applicable Statement of Work, will be immediately due and payable. Sections 1(c) (Restrictions on Your Use of Our Platform), 4 (Fees and Payments), 5 (Licenses and Intellectual Property), 6.3 (Effect of Termination), 8 (Confidentiality), 10(b) (Your Indemnification Obligations), 11(b) (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Non-Solicitation), 14 (Dispute Resolution), 15 (Notice) and 16 (General Terms) will survive the expiration or termination of these Terms for any reason. Upon the termination of these Terms, we will provide reasonable assistance to you for the transition of Services and Deliverables in accordance with your reasonable requirements.
Termination will not limit any of our rights or remedies at law or in equity. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension of your account or these Terms.
We may, from time to time and in our sole discretion, develop and provide updates to our Platform, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality presently on our Platform. You agree that all Updates will be deemed part of our Platform and be subject to these Terms.
Notwithstanding the above paragraph, you acknowledge and agree that we have no obligation to: (1) provide you with technical support in connection with your use of our Platform; (2) provide any Updates; or (3) continue to provide or enable any features or functionality of our Platform.
“Confidential Information” means any non-publicly available information that you or we (the “Discloser”) disclose, whether orally or in written or digital media, to the other party (the “Recipient”) that is identified as “confidential” or with a similar legend at the time of disclosure or that the Recipient knows or should have known is the confidential or proprietary information of the Discloser, including without limitation all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, source code, product or service development plans, pricing, techniques and methods. For the avoidance of doubt, our Confidential Information includes our list of Candidates, the information about Candidates we make available to you, any content and materials we use to match you with Candidates and the specific pricing and terms of Statements of Work you enter into with us. Information is never Confidential Information if it can be shown that it (1) is already known by the Recipient without obligation of confidentiality; (2) is independently developed by the Recipient without access to or use of the Discloser’s Confidential Information; (3) is publicly known without breach of these Terms; or (4) is lawfully received from a third party without obligation of confidentiality.
For a period of two (2) years after the termination of these Terms and all Statements of Work hereunder: (a) the Recipient will not use or disclose any of the Discloser’s Confidential Information except as needed to exercise the rights provided to the Recipient in these Terms or to perform the Recipient’s obligations under these Terms (collectively, the “Permitted Purposes”); (b) the Recipient will only disclose the Discloser’s Confidential Information to its employees, agents and contractors who have a direct “need to know” for a Permitted Purpose and who are subject to obligations of confidentiality which are no less restrictive than those contained herein; and (c) the Recipient will protect the Discloser’s Confidential Information using the same degree of care that it uses with respect to its own Confidential Information of similar nature, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances.
The Recipient will take prompt and appropriate action to prevent unauthorized use or disclosure of the Discloser’s Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, the Recipient will promptly notify the Discloser of the order or request and permit the Discloser (at its own expense) to seek an appropriate protective order.
Each party acknowledges that a breach or threatened breach of this Section 8 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 8 by the other party or any of its employees or agents.
We appreciate hearing from you and welcome your comments regarding our Platform, including about the functionality of our Platform, any malfunctions, downtime or complaints (collectively, “Feedback”). You can submit Feedback to us by emailing us at email@example.com. All of your Feedback shall be deemed Your Content.
We will defend and indemnify any claim, suit, action, or proceeding (“Claim”) against you brought by a third party to the extent that such Claim is based upon an allegation that your use of our Platform or Licensed IP, excluding Your Content, Your Materials and Third Party Technology (collectively, “Provided IP”), infringes upon or misappropriates a third party’s Intellectual Property Rights, and we shall indemnify and hold you harmless from and against any and all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’) arising from or relating to such Claim. If any Provided IP becomes, or in our opinion is likely to become, the subject of an infringement claim, we shall, at our option, either (a) procure for you the right to continue using the Provided IP as contemplated by these Terms, (b) replace or modify the Provided IP in whole or in part, to seek to make the Provided IP (as so modified or replaced) non-infringing while providing materially equivalent features and functionality , or (c) accept return of the Provided IP, terminate your rights to the Provided IP and give you a refund of the fees paid by Employer for the Provided IP upon such return, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the date the Provided IP was delivered to you.
Notwithstanding the foregoing, we will have no obligation under this Section or otherwise with respect to any infringement Claim arising out of or relating to:
THIS SECTION 10 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THESE TERMS OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
We warrant to you that: (a) the Services will be performed in a professional manner consistent with industry standards and (b) the Deliverables will materially conform to the specifications, requirements, and other terms in the applicable Statement of Work and these Terms. We shall, as our sole obligation and your sole and exclusive remedy for any breach of this warranty, connect you with a new Candidate who will re-perform the work which gave rise to the breach or, at our option, refund the Project Fees paid by you for the applicable Project; provided that you notify us in writing of the breach within ten (10) days following performance of the defective Services or Deliverables, specifying the breach in reasonable detail.
EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, OUR PLATFORM AND ANY SERVICES PROVIDED BY US OUR CANDIDATES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO OUR SITE AND OUR PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT OUR SITE AND OUR PLATFORM WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS, THAT OUR SITE OR OUR PLATFORM WILL BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WE DO NOT PERFORM OR HAVE PERFORMED FORMAL BACKGROUND CHECKS ON CANDIDATES AS PART OF THE ACCOUNT REGISTRATION PROCESS; YOU ARE RESPONSIBLE FOR PERFORMING ITS STANDARD BACKGROUND CHECKS REGARDING CANDIDATES AS PART OF THE ENGAGEMENT OR HIRING PROCESS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR THE FOLLOWING IN CONNECTION WITH YOUR USE OF OUR PLATFORM: (1) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (2) ANY AMOUNT IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100); OR (3) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN YOU AND US, AND WE BOTH HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree that neither you nor any of your affiliates shall directly or indirectly solicit for employment or otherwise induce, influence or encourage to terminate employment with our employees (as opposed to Candidates) or employ or engage as an independent contractor any of our employees while these Terms are in effect and for a period of twelve (12) months after the expiration or earlier termination of these Term without obtaining our prior written consent; provided that you may hire our employees who, without other solicitation, responds to advertisements or solicitations aimed at the general public.
For any dispute you have with us, you agree to first contact us (by the means described in the “Notice” section of these Terms) and attempt to resolve the dispute informally. If we have not been able to resolve the dispute with you informally within thirty (30) days of both parties having notice of the dispute, we each agree to resolve any claim, dispute or controversy arising out of or in connection with or relating to these Terms by binding arbitration conducted under the JAMS Streamlined Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the rules set forth in these Terms. If there is a conflict between the JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. Unless the parties agree otherwise, the arbitration will be conducted in Dade County, Florida. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the JAMS Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Services. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL; YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.
You agree that we may provide notices to you, including notice of any changes to these Terms, by means of: (1) a notice presented to you when you log into your account; (2) an email sent to the most recent email address that you have provided to us; or (3) any other means that we deem, in our sole discretion, sufficient to provide you with notice, including, without limitation, telephone or mail.
You agree that the only way to provide us legal notice is by email message sent to the appropriate address provided in the “Feedback” section of these Terms.
These Terms and your use of our Platform shall be governed by the laws of the State of Florida, without regard to any conflict of law provisions.
We reserve the right to change these Terms at any time. We will provide you notice if we do, and we agree that changes cannot be retroactive. If you don’t agree to these changes, you cannot use our Platform.
The relationship of you and us established under these Terms is that of independent contractors, and neither party is a partner, employee, agent or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.
You hereby grant to us the limited right to use your name and marks in marketing and publicity materials listing you as our customer.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and be enforceable.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
We may assign or transfer these Terms, in whole or in part, without restriction. You may not assign your rights or obligations under these Terms. If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death. You shall require that any assignee, successor, licensee or sublicensee of your contractual obligations by virtue of a sale, exit or change of control transaction pay any Fees for any Candidates you discover through your use of our Platform.
You acknowledge that these Terms may be executed electronically and in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Once signed, any reproduction of these Terms, or any attachment or exhibit hereto, made by reliable means (for example, photocopy or facsimile) is considered an original and all Services ordered under these Terms will be subject to it.