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.
- "Deliverables" means all works and other items provided in connection with Developer Services.
- "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) 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.
- "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.