G2i Employer Terms of Service

G2i Inc. (“G2i” or “we” or “us”) offers an online recruiting platform (“Platform”) through its website, https://www.g2i.co (the “Site”), that vets and matches web and mobile developers (each, a “Candidate”) based on their talent and skills with companies that are hiring (each, a “Company” or “you”) for three types of engagements: (i) direct hires of the Candidate by the Company (“Direct Hire Services”), (ii) direct engagements by the Company of the Candidate where the Candidate is an independent contractor (“Contractor Engagement Services”) and (iii) engaging G2i to staff and manage projects (“Projects”) using contractors of G2i through provision of staff augmentation services (“Staff Augmentation Services”).

Direct Hire Services, Contractor Engagement Services, and Staff Augmentation Services are collectively the “Services”. All of the information we collect through or in connection with your use of our Platform is subject to the G2i Privacy Policy (“Privacy Policy”), which is incorporated by reference into these Terms of Service (“Terms”).

Please read our Privacy Policy carefully before using our Platform. These Terms, together with the Privacy Policy, set forth the terms and conditions that apply to Company’s use of the Platform and G2i’s provision of the Services.

You acknowledge that by clicking the “I Agree” button or consent tickbox linked to these Terms or by using or accessing our Platform, you are accepting and consenting to be bound by these Terms. If you do not agree with all of the provisions of these Terms, you may not access or use our Platform or hire Candidates you meet through our Platform.

You must create an account with us to access and use our Platform. You alone are responsible for maintaining the confidentiality of your password and for all activities that occur under your account. If you are an individual, you may only create an account with us and use our Platform if you are at least eighteen (18) years of age, have the authority to bind yourself or the company you represent, 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.

After your registration has been accepted, G2i will present Candidates to you through the Platform and you may submit to G2i non-binding requests to interview Candidates. G2i will collect a Success Fee (as defined below) from you upon a Candidate’s acceptance of a Job Offer (as defined below).

YOU UNDERSTAND THAT G2i DOES NOT INQUIRE INTO THE BACKGROUND OF CANDIDATES OR ATTEMPT TO VERIFY THE STATEMENTS OF CANDIDATES (ALTHOUGH G2i RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME). YOU AGREE TO (I) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING A CANDIDATE, AND (II) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO ANY SUCH BACKGROUND CHECK, REFERENCE CHECK, OR OTHER DUE DILIGENCE, OR TO THE INTENDED HIRING OR CONTRACT OF ANY CANDIDATE.

If you or one of your affiliates or customers identify a Candidate through our Platform or the Services that you or they wish to hire as an employee or engage as a contractor, whether for a fixed or indefinite term, you or they may do so by extending a job offer (“Job Offer”) to that Candidate. When you or they extend a Job Offer to a Candidate, and when a Candidate accepts a Job Offer, you must inform us via email, including the key terms of the Job Offer (including start date, base salary, bonus, equity grants, any other remuneration provided to the hired Candidate and any additional information that we request). You will promptly notify us if (i) the Job Offer terms change at any time, (ii) Candidate’s contract or employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (iii) Candidate voluntarily terminates his or her contract or employment within ninety (90) days of the date on which it commenced, or (iv) before Candidate’s start date, either Company or Candidate elects not to begin the contract or employment contemplated by the Job Offer.

You acknowledge and agree that you will not extend a Job Offer to a contractor of G2i performing Staff Augmentation Services for you until at least one hundred and fifty days (150) after such G2i contractor began performing such Staff Augmentation Services.

G2i is not responsible for any contracts formed between you (or any third party) and a Candidate that result from the Services, and does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between you (or a third party) and Candidate, or services performed by or payments made under any such contract or subsequent agreement.

For purposes of these Terms, “Success Fee” means G2i’s then-current prevailing price ($18,000 USD for staff augmentation conversions. For Direct Hire or Contractor Engagement Services, the price is equal to 20% of the salary of the newly hired employee with Customer or $20,000 USD, whichever fee is higher ) for Job Offers made in connection with the Services. You agree to pay the Success Fee in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable under these Terms. You agree to pay a Success Fee if an employee or contractor directly engaged by you was identified through use of the Platform or the Services accepts a Job Offer within (a) twelve (12) months of the date on which you first viewed the Candidate on the Platform or (b) twelve months of the date that we presented the Candidate to you directly, whichever is earlier. With respect to G2i contractors performing Staff Augmentation Services for you, you agree to pay a Success Fee if such G2i contractor accepts a Job Offer within twelve (12) months on the last day they provided Staff Augmentation Services for you through G2i.

If you circumvent the Platform after discovering a Candidate through the Platform or the Services and subsequently hire or contract that Candidate within twelve (12) months of the date on which you first viewed the Candidate on the Platform or the performance of Service, you will pay a Success Fee plus a circumvention fee equal to 25% of the first year base salary (or pro-rated contractor compensation) of the Candidate, together with any interest that has accrued since the date of hire or engagement. Your obligation to pay any Success Fee will survive any termination of these Terms.

If you can establish to G2i’s satisfaction that you were actively interviewing a Candidate before using the Platform or Services, you may (in our discretion) be exempted from paying the Success Fee.

If a Candidate you hire or engage as a contractor as a result of the Direct Hire Services or Contractor Engagement Services (i) terminates his or her employment or contract or(ii) you terminate his or her employment or contract for cause after his or her start date, in each case within the time periods set forth below, G2i will reduce (or refund) the Success Fee in respect of that Candidate by the following percentages:

‍

With respect to Candidates hired or engaged as a contractor as a result of the Staff Augmentation Services, there will be no reduction or refund of the Success Fee if employment or contract is terminated for any reason after the start date.

If you terminate the Staff Augmentation Services for cause within seven (7) days of the start date of the applicable Staff Augmentation Services, we will refund the fees paid by you for the Staff Augmentation Services 100%.

The foregoing discounted and refunded rates are our sole obligation, and your sole and exclusive remedy, if you are dissatisfied with a Candidate, the Direct Hire Services, the Contractor Engagement Services, or the Staff Augmentation Services.

(a) Engagement. If you wish to engage G2i to perform Staff Augmentation Services, you must submit a Project proposal (“Project Proposal”) to G2i, including (at minimum) the name (if known) or qualifications (if no specific Candidate has been identified) of any Candidate(s) required to provide the Staff Augmentation Services, the nature of the Project, a description of the specific services to be provided and Deliverables to be prepared, Project timing, and any other special terms for the engagement. G2i may accept or reject any Project Proposal in its sole discretion. If G2i accepts your Project Proposal, G2i will issue a formal statement of work (“SOW”) memorializing the terms of the Project Proposal and providing an estimate of Candidate hours (“Hours Estimate”) and associated fees required to fulfill the Staff Augmentation Services as described in the SOW. The SOW will incorporate these Terms by reference. Candidates may, in their sole discretion, accept or reject G2i’s offer to the Candidate to work on your Project, and any Candidate rejection does not terminate the underlying SOW.

(b) Fees. Where you engage G2i to perform Staff Augmentation Services, all work performed by G2i (and the Candidates it engages) will be performed and charged at our then-current time and materials rates; provided, however, that we will invoice you for a minimum of 85% of the Hours Estimate, irrespective of the number of hours Staff Augmentation Services were actually performed during the applicable invoice period. You acknowledge and agree that the Hours Estimate is an estimate only and is subject to change as the Project proceeds.

(c) Payments. We will invoice you on a periodic basis for amounts due hereunder, and you shall pay all amounts invoiced as set forth in the applicable SOW. All payments must be made in U.S. dollars. 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.

(d) Performance. We and the applicable Candidate shall determine the manner and means of performing the Staff Augmentation Services, provided they are performed in accordance with the applicable SOW. 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.

(e) Change Orders. Either you or we may request a change to a SOW, by providing 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 Staff Augmentation Services, Hours Estimate, or the delivery and the fee schedule as set forth in the SOW describing the Project. No Change Order will be binding upon either you or us unless said Change Order is in writing (including an email) and is signed or approved by you and us. Any Change Order shall be governed by these Terms.

(f) Assistance. You will provide us and Candidates performing Staff Augmentation Services for you with reasonably requested resources, information and assistance. If a Project requires us or a Candidate to perform Staff Augmentation Services on your premises, you will provide safe and adequate space, power, network connections, materials, secretarial assistance, CPU time, access to your 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 Staff Augmentation Services in a timely manner is contingent upon your compliance with this Section. We shall have no liability for deficiencies in Staff Augmentation Services provided by Candidates or us resulting from your acts or omissions or from your instructions. You will provide us and the applicable Candidate access to Company Content (as defined in Section 15(c)) necessary to provide the Staff Augmentation Services, and you hereby grant us and the applicable Candidate a non-exclusive, non-transferable license to use Company Content as necessary to perform the Services.

(g) Security. We will use and maintain administrative, technical, electronic and physical security procedures commensurate with industry standards to secure data You provide to us in connection with Staff Augmentation Services (“Company Data”)against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss. In addition, we will require each Candidate providing Staff Augmentation Services to agree that (i) the Candidate will comply with all G2i and Company security policies and procedures attached to the SOW or otherwise made available to the Candidate from time to time, including, but not limited to, those relating to data, remote access, access to facilities, access to G2i or Company systems, confidential and personal information, (ii) the Candidate will complete any security training required by G2i or the Company from time to time, and will certify completion of the same in writing upon request, (iii) the Candidate will not allow unauthorized individuals or entities to access Company Data, and (iv) the Candidate will implement and maintain procedures to segregate Company Data from the Candidate’s data and data belonging to third parties.

These Terms are effective and binding on you as of the date that you create your account and can access our Platform, and will continue to be binding on you until terminated as set forth herein (the “Term”). You may terminate these Terms at any time by deleting your account. We may terminate these Terms and your access to our Platform at any time and in our sole discretion.

Upon 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 for Services rendered under these Terms which accrued before such termination will be immediately due and payable. Sections 6, 8(b), 8(c), 10, 11(c), 11(d), 14, 15, 17, 18, and 20-22of these Terms will survive termination or expiration of these Terms, and that G2i will not be liable for damages arising out of termination.

As a condition to using our Platform, you hereby represent, warrant and covenant that:

• (a) You will notify us within three (3) business days if any of the following occur in relation to a Candidate introduced to you through the Platform: (i) if we are providing Staff Augmentation Services to you, the Candidate does not commence working on your Project or stops working on the Project voluntarily or is removed by you before the Project is completed, together with the date on which the Candidate stopped working on your Project; or (ii) if we are providing Contractor Engagement Services or Direct Hire Services to you, the Candidate does not commence employment or engagement with you.
• (b) You will use our Platform and any information and content provided by our Platform in accordance with all applicable laws;
• (c) Company Content is your original creation or that you otherwise have the right to provide Company Content or have Company Content developed by us and our contractors, that you have the rights necessary to grant the license to Company Content set forth in Section 15(c), and our use or a Candidate’s use of Company Content in providing Services will not infringe the intellectual property or moral rights of any third party;
• (d) You will not disclose the names and identities of any Candidates you encounter on our Platform, or through the Services, outside of your recruiting or hiring department; and
• (e) You will not attempt to circumvent our Platform by independently attempting to communicate and hire Candidates through alternative means after discovering the Candidates through our Platform or the Services.

You agree that you will not, and will not permit third parties to:

• (a) use the Platform for unlawful purposes or commercial activities;
• (b) provide untruthful or inaccurate account information, information about a Project, or any other information we or a Candidate may rely upon;
• (c) circumvent or attempt to circumvent the Platform to contact Candidates directly or respond to Candidates that contact you outside the Platform;
• (d) misrepresent your identity or affiliation with a third party;
• (e) copy or reproduce the Platform;
• (f) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of our Platform, our list of Candidates and Projects, or any part thereof;
• (g) remove or alter trademarks or other intellectual property notices from or contained on the Platform;
• (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available our Platform or any features or functionality thereof to any third party;
• (i) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting our Platform;
• (j) upload, transmit or distribute to or through our Platform any computer viruses or any software intended to damage or alter a computer system or data;
• (k) use software or automated agents or scripts to generate automated searches, requests or queries to, or strip, scrape, or mine data from, our Platform; or
• (l) collect, upload, transmit, display or distribute any content or material that we determine, in our sole discretion:
  – violates any third party’s rights,
  – is unlawful, harassing, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, or is otherwise objectionable;
  – is harmful to minors in any way; or
  – is in violation of any law, regulation, obligation or other similar restrictions imposed by any third party, including any confidentiality obligations from former employers.

The 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.

‍

“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 SOWs you enter into with us. Information is not Confidential Information if it is (i) already known by the Recipient without obligation of confidentiality; (ii) is independently developed by the Recipient without access to or use of the Discloser’s Confidential Information; (iii) is publicly known without breach of these Terms; (iv) is lawfully received from a third party without obligation of confidentiality; or (v) a Company communication to G2i transmitted via the Platform.

For a period of two (2) years after the termination of these Terms and all SOWs 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 disclose the Discloser’s Confidential Information only 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 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 or threatened breach of this Section by the other party or
any of its employees or agents.

(a) Definitions

• “Deliverables” means items we (or a Candidate) provide to you in connection with Staff Augmentation Services specifically designated or characterized as “Deliverables” in the applicable SOW.
• “Intellectual Property” means all algorithms, application programming interfaces, 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, 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: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trade mark and trade name rights and similar rights; (iii) trade secret rights; (iv) patent and industrial property rights; (v) other proprietary rights in Intellectual Property of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (i) through (vi) of this sentence.
• “Work Product” means (i) Deliverables and (ii) all Intellectual Property, in any stage of development, which we or Candidates conceive, create, develop or reduce to practice in connection with performing Staff Augmentation Services and all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.

(b) As between you and us, we own and retain all right, title and interest in all Intellectual Property Rights (i) found on, provided by or embodied in our Platform and (ii) developed, acquired or otherwise obtained by us prior to, or independently of, these Terms, and any derivative works thereof (“G2i Content”). You may not distribute, modify, transmit, reuse, download, repost, copy or use G2i Content, whether in whole or in part, except as expressly permitted in subsection (d) below, without our prior express written consent. We reserve all rights to G2i Content not expressly granted in these Terms.

(c) As between you and us, you and your licensors or suppliers will own all Intellectual Property Rights in (i) all Intellectual Property developed, acquired, licensed, or otherwise obtained by you prior to, or independently of, these Terms, and any derivative works thereof (“Company Materials”) and (ii) Work Product (excluding G2i Content) (collectively, “Company Content”); provided, however, that you give us (and those we work with, including third-party service providers) non-exclusive license to use Company Content solely as necessary to provide Services to you. G2i on behalf of its personnel and any Candidates performing Staff Augmentation Services, hereby irrevocably assigns to Company all right, title and interest in and to the Work Product (excluding G2i Content), including any Intellectual Property Rights.

(d) 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 the Platform solely for your internal business and recruiting purposes. This license does not include: (i)any resale or commercial use of G2i Content, (ii) the distribution, public performance or public display of G2i Content, (iii) modifying or otherwise making any derivative works of G2i Content or our Platform, or any portion thereof, or (iv) any use of G2i Content or the Platform except for their intended purposes.

(e) Subject to your payment of all applicable fees for Services hereunder, we hereby grant you a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up license to G2i Content that is incorporated into and necessary for Company to utilize Deliverables (collectively,“Licensed IP”): (i) to reproduce, create derivative works of, distribute, transfer, publicly display, and otherwise use the Licensed IP in any medium and (ii) to reproduce, distribute and sublicense the Licensed IP to Company’s customers solely as integrated withCompany’s products and services pursuant to an agreement that contains terms at least as restrictive as those contained in the Terms with respect to the Licensed IP.

(f) 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 Staff Augmentation Services and may be included in Deliverables provided to you, including without limitation software code licensed under open source licenses. We will have no liability to you for any losses arising from any such use of Third Party Technology.

(g) G2i retains the right to list Company by name and logo as a client.

We warrant that: (a) the Staff Augmentation 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 SOW 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 Staff Augmentation Services or Deliverables, specifying the breach in reasonable detail. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, THE PLATFORM AND ANY SERVICES OR DELIVERABLES PROVIDED BY US OR BY THE CANDIDATES ON OUR BEHALF ARE PROVIDED TO YOU “AS IS” WITH ALL FAULTS AND DEFECTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, SERVICES, OR DELIVERABLES, 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 THE PLATFORM, SERVICES, OR DELIVERABLES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS, THAT THE PLATFORM, SERVICES, OR DELIVERABLES 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 WARRANT THAT A CANDIDATE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. YOU ACKNOWLEDGE THAT WE DO NOT PERFORM FORMAL BACKGROUND CHECKS ON CANDIDATES AS PART OF THE ACCOUNT REGISTRATION PROCESS, AND THAT YOU ARE RESPONSIBLE FOR PERFORMING SUCH BACKGROUND CHECKS AS PART OF THE ENGAGEMENT OR HIRING PROCESS.

(a) We will indemnify and hold you harmless from any claim, suit, action, or proceeding (“Claim”) brought against you 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 Company Content and Third Party Technology, (collectively, “Provided IP”) infringes upon or misappropriates a third party’s Intellectual Property Rights. The indemnity will not apply to:

• any failure to timely implement any modifications, upgrades, replacements or enhancements made available to you;
• any use of the Provided IP not in accordance with these Terms or applicable Third Party Technology terms or for purposes not permitted by us;
• any use of the Provided IP in combination with other products, equipment, software, system, materials or data not supplied or authorized in writing by us;
• any modification of the Provided IP by any person other than us; or
• any act, omission or other matter for which you are obligated to indemnify us under these Terms.

(b) You agree to indemnify and hold us and our officers, employees and agents harmless and free from any Claim made by any third party due to or arising out of: (i) your use of our Platform or the Services; (ii) your violation of these Terms; (iii) your Projects; (iv) allegations that you and G2i are joint employers of any Candidate you hire or engage through the Platform or Services; (v) violation of applicable laws or regulations; (vi) Company Content, including claims that Company Content infringes another party’s intellectual property rights; or (vii) our compliance with any specifications or directions provided by or on behalf of you in connection with Staff Augmentation Services. We reserve the right, at your expense, to assume the exclusive defense and control of any Claims, and you agree to cooperate with our defense of such Claims. You agree not to settle any Claims without our prior written consent.

To the maximum extent permitted by law in no event will (i)G2i be liable for any incidental, indirect, special, punitive, enhanced, or consequential damages (including, but not limited to, loss of use, data, business, goodwill, profits or revenue) for any claim arising under the Terms, regardless of the cause of action and even if advised of the possibility of those damages and (ii)G2i’s aggregate liability to Company or any third party for any damages arising out of or relating to the Terms or the Services, whether based on an action or claim in contract, equity, negligence, tort or otherwise, exceed the greater of $100 or the fees that you have paid to G2i in the twelve (12) months preceding the date on which the claim arose.

We may, from time to time and in our sole discretion, develop and provide updates to the Platform, which may include upgrades, bug fixes, patches and other error corrections and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality presently on the Platform. You agree that all Updates will be deemed part of the Platform and be subject to these Terms. Notwithstanding the foregoing, you acknowledge and agree that we have no obligation to: (i) provide you with technical support in connection with your use of the Platform, (ii) provide any Updates, or (iii) continue to provide or enable any features or functionality of the Platform.

You agree that you and your affiliates will not directly or indirectly solicit for employment or to engage as a contractor or to otherwise induce, influence or encourage to terminate employment or contractor relationship, our employees or contractors, or employ or engage as an independent contractor any of our employees or contractors while these Terms are in effect and for a period of twelve (12) months after the expiration or earlier termination of these Terms without obtaining our prior written consent; provided that you may hire a G2i employee or contractor 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.

(a) Notices. You agree that we may provide notices to you, including notice of any changes to these Terms, by means of: (i) a notice presented to you when you log into your account, (ii) an email sent to the most recent email address that you have provided to us, or (iii) any other means that we deem, in our sole discretion, sufficient to provide you with notice, including, without limitation, telephone or mail. You may provide legal notices to us at the following address: 105 E. Atlantic Ave. Suite 200, Delray Beach, FL 33444, ATTN: Legal. Notices shall be deemed given when received by us delivered by overnight delivery service or first-class postage prepaid mail.

(b) Modification. We reserve the right to change these Terms at any time. We will provide you notice if we do. If you don’t agree to these changes, you cannot use the Platform. Your continued use of the Platform or the Services constitutes your acceptance of such change(s).

(c) Independent Contractors. 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.

(d) Entire Agreement. These Terms, the applicable SOW (if we are providing Staff Augmentation Services to you), together with our Site Terms of Use and our Privacy Policy, are the complete and exclusive statement of the terms and conditions governing your use of the Platform, and they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

(e) Severability. 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.

(f) Waivers. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

(g) Assignment. We may assign or transfer these Terms or any SOW, in whole or in part, without restriction. You may not assign your rights or obligations under these Terms or any SOW. 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 due or owing under these Terms.

(h) Governing Law. These Terms and your use of the Platform shall be governed by the laws of the State of Florida , without regard to any conflict of law provisions.