G2i Developer Terms of Service

Last Updated: August 27, 2021

1. Background

G2i Inc. ("G2i" or "we" or "us") offers an online recruiting platform ("Platform") through its website, http://g2i.co (the "Site"), that vets and matches web and mobile developers (each, a "Candidate" or "you") based on their talent and skills with companies that are hiring (each, a "Company") for three types of engagements: (i) direct hires of the Candidate by the Company (a "Direct Hire Placement"), (ii) direct engagements by the Company of the Candidate where the Candidate is an independent contractor (an "Independent Contractor Placement") (either of (i) or (ii), a "Placement") and (iii) working for G2i as an independent contractor on various Company projects that have been assigned to G2i ("Projects"). These Terms of Service ("Terms"), together with G2i's Privacy Policy set forth the terms and conditions that apply to (A) your use of the Platform, (B) your role as a Candidate and any Placement, and (C) your provision of Developer Services (as defined in Section 21) to us on Projects. 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.

2. Acceptance

These Terms are a binding contract made and entered between you, an independent contractor engaged in the business of providing web and mobile development and other related services, and us, and they set forth the legally binding terms and conditions that govern your use of our Platform as a Candidate, any Placement you receive at a Company, and any Developer Services you provide to us on Projects. Clicking the "I Agree" button or using or accessing our Platform constitutes acceptance of the Terms. If you do not agree with all of the provisions of these Terms, you may not access or use our Platform.

3. Account Creation

You must create a Candidate account with us to access and use our Platform. You may only create an 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. You represent and warrant that all of your account information is truthful and accurate, and you will maintain the accuracy of such information. We may delete or change your account information at any time if we believe it is untruthful or inaccurate. 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. You are responsible for all activities that occur under your Candidate account.

4. Platform Use

After your registration has been accepted, G2i may present your information to Companies for specific Placement and Project opportunities, free of charge. 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 the right to use the Platform solely for your personal, non-commercial use.

5. Platform Restrictions

After your registration has been accepted, G2i may present your information to Companies for specific Placement and Project opportunities, free of charge. 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 the right to use the Platform solely for your personal, non-commercial use.You agree that you will not, and will not permit third parties to:

  1. use the Platform for unlawful purposes or commercial activities;
  2. provide untruthful or inaccurate account information or any other information we or a Company may rely upon;
  3. circumvent or attempt to circumvent the Platform to contact Companies directly or obtain Placements outside the Platform;
  4. misrepresent your identity or affiliation with a third party;
  5. copy or reproduce the Platform;
  6. 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;
  7. remove or alter trademarks or other intellectual property notices from or contained on the Platform;
  8. 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;
  9. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting our Platform;
  10. 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;
  11. 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
  12. 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.

6. Privacy

We may record video or telephone calls between you and us, and add portions of these calls to your account information, which will be available to Companies. You agree and consent to such use. We reserve the right to monitor the content of messages that you send through our Platform or any G2i-enabled medium, including email or electronic messaging service (e.g., Slack).

7. Job Offers

Companies may initiate contact with you and wish to interview you for a Placement opportunity. These interactions may lead a Company to extend an offer for Placement (a "Job Offer") to you. You may, in your sole discretion, accept or reject any Job Offer. Upon accepting a Job Offer, you must inform us in writing. Upon accepting a Job Offer, you will no longer be our contractor, these Terms shall be terminated and you may no longer use our Platform as a Candidate, except as permitted by your new employer or until your Placement ends. G2i is not responsible for any contracts formed between you and a Company, and does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between you and a Company, or services performed by or payments made under any such contract or subsequent agreement.

8. Representations and Warranties

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

  1. You will use our Platform and any information and content provided by our Platform, and provide Developer Services (if any), in accordance with all applicable laws;
  2. You will perform all Developer Services in a professional manner consistent with industry standards, and all Deliverables will materially conform to the specifications, requirements, and other terms in the applicable Statement of Work;
  3. All Work Product is your original creation or that you otherwise have the right to provide Work Product or have Work Product developed by us and our contractors, that you have the rights necessary to grant us ownership of Work Product and any related licenses as set forth in Section 21(j)(2), Work Product is and will be free of any third-party liens or other encumbrances, and our use or a Company's use of Work Product will not infringe the intellectual property or moral rights of any third party; and
  4. You will not attempt to circumvent our Platform by independently attempting to communicate with Companies through alternative means after discovering a Placement opportunity or Project through the Platform.

9. Disclaimer

THE PLATFORM IS PROVIDED TO YOU "AS IS" WITH ALL FAULTS AND DEFECTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE 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 THE PLATFORM WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS, THAT THE 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 WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR THAT YOU WILL RECEIVE A JOB OFFER OR BE ENGAGED TO PROVIDE DEVELOPER SERVICES.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM, INCLUDING COMPANIES. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE PLATFORM OR A G2i-ENABLED MESSAGING SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, IS NOT CONSIDERED CONFIDENTIAL AND G2i HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL SERVICE.

10. Third-Party Content

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.

11. Term and Termination

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.

12. Effect of Termination

Upon termination of these Terms, (a) you will return to G2i any G2i Confidential Information in your possession or control, (b) all amounts owed to you for Developer Services rendered under these Terms which accrued before such termination will be due and payable, and (c) you will provide reasonable transition assistance as G2i reasonably requires on any Projects. Sections 5-10, 12-15, 17-19, 20(a), 20(c), 20(h), and 21(j) of these Terms will survive termination or expiration of these Terms, and G2i will not be liable for damages arising out of termination.

13. Confidential Information

"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 lists of Candidates or Companies, the information about Companies we make available to you, any content and materials we use to match you with Companies, all Work Product, the Projects available on the Platform and related information, any methods G2i uses to evaluate talents and skills (including the content of any quizzes, code the Candidate writes during an evaluation, or related rubric), and the specific pricing and terms of Statements of Work you enter into with us. Communications you send through the Platform or a G2i-enabled messaging service is not considered Confidential Information. 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; or (iv) 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 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.

14. Indemnification

You agree to indemnify and hold us and our officers, employees and agents harmless and free from any costs, attorneys' fees, claim or demand made by any third party due to or arising out of: (1) your use of our Platform; (2) your performance of Developer Services or acts or omissions in connection with a Project; (3) your violation of these Terms or a Statement of Work; (4) your violation of law; (5) allegations that G2i and a Company are your joint employers; or (6) allegations that Candidate Content or Work Product you develop infringes another party's intellectual property rights.

15. Limitation of Liability

To the maximum extent permitted by law: (i) in no event will 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 these Terms or related to the Developer Services, regardless of the cause of action and even if advised of the possibility of those damages and (ii) in no event will G2i's aggregate liability to you or any third party for any damages arising out of or relating to these Terms or the Developer Services, whether based on an action or claim in contract, equity, negligence, tort or otherwise, exceed the amount of fees paid to you by G2i in the 12 months preceding the date on which the claim arose.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

16. Updates

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.

17. Non-Solicit

You agree that you will not directly or indirectly solicit for employment or otherwise induce, influence or encourage to terminate employment, or divert to other employment, our employees, customers, or other Candidates, or employ or engage as an independent contractor any of our employees, customers, or other Candidates, for a period of twenty-four (24) months after the date such individual has been employed or contracted by G2i without obtaining our prior written consent.

If G2i's customer instructs You to interact or perform services for a client of their own, You agree not to directly or indirectly solicit, entice, or attempt to solicit or entice any clients, customers, or suppliers of G2i's client to divert their business or services from G2i's client for a period of 24 consecutive months, beginning on the last day of the last date on which the parties are associated in connection with this Agreement.

18. Non-Disparagement

You agree that, during the Term or at any time in the future, you will not make any disparaging or defamatory public statements or comments about G2i, its affiliates, or their respective directors, officers, shareholders or members, employees, operations, products or services, or encourage or participate with anyone to make those statements or comments.

19. Dispute Resolution

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 Platform or Developer 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.

20. Miscellaneous

  1. 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.
  2. 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.
  3. 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.
  4. Entire Agreement. These Terms, the applicable SOW (if you are providing Developer Services to us), 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.
  5. 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.
  6. Waivers. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
  7. 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.
  8. 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.

21. Projects

If you provide Developer Services to us in connection with Projects, you agree to the following additional terms:

(a) Engagement as Independent Contractor. Your interactions with us or with Companies may result in G2i extending an offer to work on a Project (a "Project Offer"). When we extend a Project Offer to you, you will receive a short document from us called a "Statement of Work" that is a binding contract between you and us that sets forth the specific terms of the applicable Project Offer, including the nature of the Project, compensation terms and a schedule listing the Developer Services that you would be required to perform and any Deliverables (as defined below) that you would be required to produce and provide to the Company through us for the applicable Project (collectively, the performance of these services and provision of the Deliverables are the "Developer Services"). You can review and accept Statements of Work electronically. We hereby engage you to perform and you agree to perform all of your obligations under accepted Statements of Work. You may, in your sole discretion, accept or reject Statements of Work. However, you acknowledge that once you accept a Statement of Work, it is a binding contract between you and us that incorporates these Terms by reference. As our independent contractor, you shall be solely responsible for determining how to lawfully perform the Developer Services, but you acknowledge that you are obligated to perform the Developer Services in accordance with the specifications, schedule and other terms set forth in the applicable Statement of Work. You expressly acknowledge and agree that, while you are providing Developer Services on a Project, you will not perform services similar to the Developer Services for any other parties (including Companies) without our prior written approval.

(b) 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 Developer Services or the delivery or fee schedules 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 and is signed or approved by you and us. Any Change Order shall be governed by these Terms.

(c) Performance of Services. You shall design, develop, create, test, deliver, install, configure, integrate, customize and otherwise provide and make fully operational all Deliverables and ensure their compliance with the specifications provided to you by or on behalf of G2i or the applicable Company, and otherwise provide the Services, all in a timely, professional, workmanlike manner and in accordance with all terms, conditions and business, functional and technical specifications set forth in these Terms, the applicable Statement of Work, and any specifications provided to you by or on behalf of G2i or the Company.

(d) Testing by You. Before delivering and installing any Deliverables, and to the extent specified in the applicable Statement of Work or requested by G2i or the Company, you shall test such Deliverables to confirm that they are fully operable, meet all applicable specifications provided to you by or on behalf of G2i or the Company, and will function properly, and do not contain malicious code ("Harmful Code").

(e) Acceptance, Rejection, and/or Modification of Work Product. You will submit Deliverables and Work Product in object and source code form for review and acceptance by G2i and the Company, and make any G2i or Company requested changes. Neither G2i nor the Company will have any obligation to return any accepted Deliverables, and may modify them in their sole discretion.

(f) Time of the Essence. You acknowledge that time is of the essence with respect to your obligations under Statements of Work.

(h) Restrictions on Deliverables. Unless expressly provided otherwise in the applicable Statement of Work, you agree and covenant not to use or incorporate into Deliverables any (1) Intellectual Property (as defined below) developed by any third party or by you other than in the course of performing the Developer Services ("Preexisting IP"), (2) export-controlled technology ("Controlled Technology"), (3) open source code ("Open Source Components"), or (4) Harmful Code.

(i) Subcontracting. You will not subcontract any of the Developer Services without G2i's prior written consent.

(j) Intellectual Property.

(1) Definitions.

  1. "Deliverables" means all works and other items provided in connection with Developer Services.
  2. "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.
  3. "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) trademark 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.
  4. "Work Product" means (a) Deliverables and (b) all Intellectual Property, in any stage of development, which we or you (and any of your permitted subcontractors) conceive, create, develop or reduce to practice in connection with the Developer Services and all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.

(2) Ownership of Work Product. As between you and us, we will own all Intellectual Property Rights in Work Product, excluding Preexisting IP. If you incorporate Preexisting IP into Work Product, you hereby grant us (and those we work with, including third-party service providers) a worldwide, perpetual, irrevocable, transferable, sublicensable license to use, host, store, reproduce, distribute, modify and create derivative works of that Preexisting IP as necessary for us or the applicable Company to exploit Work Product as contemplated in the applicable Statement of Work.

(3) G2i Content. 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 without our prior express written consent. We reserve all rights to G2i Content not expressly granted in these Terms.

(4) Candidate Content. As between you and us, you own content you upload through the Platform (excluding Work Product) ("Candidate Content"), provided that G2i will own any video recordings and code written by you during G2i's screening process.

(5) Portfolio Display. You may not use portions of Work Product, including without limitation code snippets and screenshots, as part of your portfolio for any reason.

(k) Fees: G2i will pay fees in accordance with the applicable Statement of Work. G2i's obligation to pay you fees for work on a Project will immediately cease upon your acceptance of a Job Offer. You are responsible for any expenses you incur during the course of providing Developer Services or working on a Project. You will invoice us on a periodic basis for amounts due as set forth in the applicable SOW. You will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to your provision of Developer Services. No fees will be payable for a Project if we or the applicable Company do not accept the Deliverables for that Project.

(l) Security. You will use and maintain administrative, technical, electronic and physical security procedures to secure and protect all data of G2i, Companies, and their respective customers in Your possession or control (“G2i Data”) against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss. In addition, You agree that (i) You will comply with all G2i and Company security policies and procedures attached to the SOW or otherwise made available to You 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) You will complete any security training required by G2i or the applicable Company from time to time, and will certify Your completion of the same in writing upon request, (iii) You will not allow unauthorized individuals or entities to access G2i Data, and (iv) You will implement and maintain procedures to segregate G2i Data from Your data and data belonging to third parties. G2i may submit reasonable privacy and security questionnaires to You at G2i’s discretion, and You agree to provide accurate and complete answers within ten (10) business days of receipt.