PLEASE READ THE TERMS AND CONDITIONS CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A WAIVER OF TRIALS AND CLASS ACTIONS AS DETAILED IN SECTION 10.2.
This Agreement, together with the Supplemental Terms and Conditions, Order Forms, Statements of Work, NDAs, other related annexures attached or to be attached hereto, and any update thereon made by gigthree at its sole and absolute discretion (notified to You as per the terms hereunder) (the “Terms and Conditions”) governs Your access and use, in contract or in tort, of the website located at www.gigthree.com and related services (collectively, the “Services”).
By signing up for the Services, You irrevocably agree to enter into the Terms and Conditions as a user, and gigthree Ltd as the service provider (“gigthree”). You/User and gigthree are herein individually referred to as a “Party” and together as “Parties.”
The date of Your first access or use of the Services shall be referred to as the “Effective Date”.
You and User shall interchangeably be used to refer to the same party, and shall identify the physical or moral person that entered into the Terms and Conditions with gigthree –You/User shall, jointly and severally, refer to and include all Affiliates, officers, signatories, employees, or other persons You granted access to or use of the Services.
and
As the context may require, or as explicitly stipulated, You/User shall mean the “Customer/Client” – being the party requesting expert services through gigthree, or the “Expert” – being the consultant accredited by, and delivering its services through gigthree.
By agreeing to the Terms and Conditions, You (a) represent and warrant to gigthree that You are responsible for any breach of the Terms and Conditions. “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, and the term “control” as used herein shall mean possession, directly or indirectly, of at least fifty (50%) of the voting equity of another entity.
Each Party represents and warrants to the other that: (a) the Terms and Conditions has been duly entered and is valid and enforceable against such Party; (b) no authorization or approval from any third party is required in connection with such Party’s entry into the Agreement; and (c) the entry into this Agreement does not violate (i) the terms or conditions of any other agreement to which it is, or may become, a party to or otherwise bound by or (ii) any applicable law or regulation.
The Terms and Conditions constitute the entire agreement between You and gigthree with regard to the obligations of the Parties in relation to the Services and supersedes all prior agreements, understandings, statements, proposal and representations, whether written or oral, between the Parties. In the event of any inconsistency or conflict between the terms of this agreement and the terms of any other document in relation to the Services and considered integral part of the Terms and Conditions, this agreement shall prevail unless explicitly provided otherwise.
General
1. Access to and Use of the Services
1.1 Right to Use. gigthree hereby grants You a non-exclusive, non-transferable, and a revocable right to access and use the Services for your internal business purposes only in accordance with the Terms and Conditions, and subject to the terms and upon the conditions contained herein. gigthree reserves any and all rights not expressly granted to You pursuant to the Terms and Conditions.
The limited rights granted to You to access and use the Services do not constitute the sale of or license to any software program or other intellectual property right.
1.2 Parties’ Rights and Obligations.
gigthree.
During the term of the Terms and Conditions, gigthree shall provide general support services to You, free of charge, and other specific services where requested in an Order Form against Fees to be due as below detailed.
Furthermore, gigthree may change or modify the Services in its sole discretion, including adding or removing features or functions, from time to time, provided that in no event will such modifications materially reduce the overall functionality of the Services and the delivery of the Product as described in the Order Form. gigthree will deploy all updates and upgrades to the Services for no additional charge, as notified through the gigthree website.
The Client.
You will have access to a pool of Experts to select the profile(s) that are best equipped to deliver the product detailed in Your Order Form (the “Product”). The Product shall be ordered against Fees to be paid to gigthree, as below detailed, comprising the Expert Fees – contractually agreed between the Client and Expert, and an additional fifteen percent (15%) of such fees for gigthree Services.
The Expert.
You undertake to fulfill all obligations under the Terms and Conditions and take all actions necessary to satisfy those obligations and best preserve gigthree’s rights.
1.3 Accounts and Profiles.
(a) To access and use the Services, You must register for an account (“Account”) with a username and password. You are responsible for ensuring the factual integrity of the information provided in your profile section, that all entries are true and accurate to the best of your knowledge, and that the security of your Account is not compromised by sharing your user name and password with third party(ies) . You irrevocably authorize gigthree to assume that any individual using the Services with Your username and password is authorized to act for You, and that You are therefore jointly and severally liable to gigthree.
You must immediately notify gigthree if i) You suspect or are aware that Your password has been stolen, ii) You suspect or become aware of any unauthorized use (hack) of an Account, or iii) if the security of the Services has been otherwise compromised.
(b) In the event that You grant permission to another individual to access the Services under Your Account You will be jointly and severally liable for any action, and other obligations the user binds You to.
(c) You must create a user profile (the “Profile”), which may be shown to other users of the Services unless You modify Your Profile privacy settings within the Services. You agree to provide true, accurate and complete the Profile information and all other fields and forms within the Services and to update any Profile information to maintain its truthfulness, accuracy, and completeness. You undertake not to provide any false or misleading Profile information, including without limitation, information about Your identity, location, education, academic degrees, languages, or skills and to correct any such information that is or becomes false or misleading.
1.4 Restrictions.
You undertake a) to only use the Services in compliance with Applicable Law and in accordance with the terms of this agreement; and b) not to use the Services for fraudulent purposes or engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by gigthree, You agree that you will not, directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, mis-use, modify, time-share or otherwise exploit the Services in any unauthorized manner; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services or any part thereof in any form or manner or by any means; (iii) harvest or scrape any content or data from the Services; (iv) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Services; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services (except as and only to the extent any foregoing restriction is prohibited by applicable laws); (vi) utilize the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or send or store material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts agents or programs; (vii) circumvent any functionality that controls access to or otherwise protects the Services; or (viii) permit You or any other third party to engage in any of the foregoing. Any attempt to do any of the foregoing shall be considered as material breach of this Agreement and a violation of the rights of gigthree and shall be treated in accordance with the Applicable Law.
2. Content
2.1 Your Content. “Content” means any data, content or other materials You upload, post, publish, submit, send, store or display within the Services.
You are solely responsible for Your Content, and You undertake not to upload any Content prohibited by Applicable Law or the restrictions in this Section.
You hereby irrevocably grant gigthree a worldwide, non-exclusive, free license to access, use, reproduce, modify, transmit, display, index, aggregate, process and store the Content as necessary for purposes of the provision and operation of the Services and Account management.
You further represent and warrant that: (a) You own or have a valid license to all Content; (b) You have all necessary consents, authorizations and/or legal permissions to permit the processing of Content under this Agreement; and (c) Your Content, or any part thereof does not: (i) infringe any intellectual property, proprietary, contractual or privacy rights of any party; (ii) contain any material confidential information, the disclosure of which would violate contractual obligations or securities laws; (iii) contain software viruses or any other computer codes, files or programs that interrupt, destroy or limit the functionality of gigthree or any computer software, hardware, or telecommunications equipment; (iv) constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (v) constitute unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable content, at gigthree sole and absolute discretion, restricting or inhibiting any other person from using or enjoying the Services, or which may expose gigthree or its users to any harm or liability of any kind.
gigthree has the right, but not the obligation, to monitor Your use of the Services and Your Content to determine your compliance with this Agreement. For the avoidance of doubt, the liability of Your use of the Services and Your Content solely rests with You from the Effective Date onwards.
2.2 gigthree Obligations for Your Content. gigthree will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Your Content, in accordance with industry standards.
gigthree will not access, view, or process your Content except (a) as permitted under this Agreement; (b) as further duly notified by You; (c) as necessary to perform its obligations under the Terms and Conditions; or (d) as required by Applicable Law. gigthree has no other obligations with respect to Your Content.
Notwithstanding the foregoing, You acknowledge and agree that gigthree may preserve and/or disclose your Content if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with a judicial process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any of Your Content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of gigthree, its Affiliates, officers, employees, representatives agents, other Services’ users, or the general public.
2.3 Content Disclosure. You acknowledge and agree that Content will be available to other users of the Services. Content includes (a) Profiles and projects authorized for disclosure on gigthree, and (b) comments, reviews, ratings, indicators of satisfaction, and other feedback (including composite and compiled feedback) given by You or other users of the Services (collectively, “User Reviews”).
gigthree is not liable for any User Reviews posted or made available on gigthree by You or any other user. gigthree however reserves the right to a) take any action it deems, at its sole discretion, necessary to preserve its integrity, the Services, or any other user’s rights and b) terminate the Terms and Conditions with the party that abused the User Reviews or acted unreasonably. You hereby grant gigthree a worldwide, non-exclusive, perpetual, free license to access, use, reproduce, modify, transmit, display, index, aggregate, process and store the User Reviews You leave about other users of the Services for purposes of the provision, operation and improvement of the Services.
2.4 Aggregated Data. You acknowledge and agree that gigthree shall have sole property rights over the aggregated and statistical data generated from Your use of the Services (“Aggregated Data”), provided gigthree’s use of the Aggregated Data shall be in compliance with Data Protection applicable laws in the UAE and shall not directly or indirectly reveal Your identity.
3. Fees and Payment
3.1 Fees. You undertake to pay gigthree all fees and other amounts charged with respect to your use of the Services as specified in any Supplemental Terms, Order Form or Statement of Work, in addition to all other amounts and expenses incurred by gigthree in connection with a Project, as defined below.
3.2 Payment Terms.
3.2.1 Unless otherwise agreed upon in any Supplemental Terms, Order Form or Statement of Work, the Client shall, within 5 working days (the “Transfer Date”) from its receipt of gigthree’s notification of the Fees, transfer to gigthree’s bank account, equivalent of the first payment of the Expert Fees or a month’s payment in case of annual contracts, as agreed in the project contract, PLUS gigthree Fees of fifteen percent (15%) of the total project Fees to mobilize the contract, as a down payment (the “Down Payment”) for the Expert to start work on the Product. For the purposes of the Terms and Conditions, the Fees shall total a) the Expert Fees notified by the Expert to gigthree and the Client, provided the Expert Fees may be capped fees, a lump sum/project basis fees, or any other evaluation basis of fees; and b) fifteen percent (15%) of the Expert Fees – to be paid by the Client to gigthree against the Services under the Terms and Conditions, and to be held by gigthree in its bank account from the Down Payment (“gigthree Fees”).
3.2.2 The User hereby irrevocably agrees to gigthree Fees being non-refundable in any case, including but not limited to a) gigthree cancellation of the Services for any reason pertaining to the User’s breach of the Terms and Conditions, b) any breach in the Product delivery, c) failure of payment of the Fees by the Client, or d) any breach by the Client, or the Expert (as applicable) of its obligations under the Terms and Conditions. Notwithstanding the aforementioned, the Client shall be entitled to a partial or whole refund of gigthree Fees in case of termination of the Terms and Conditions by gigthree for any unreasonable cause.
3.2.3 Post-Transfer Date, the Expert shall notify the Client and gigthree of the Statement of Work and invoice the Client accordingly. Should the Client be satisfied with the work progress and Product delivery, the Client shall then confirm to gigthree to then transfer the paid amount to the Expert.
3.2.3 Except as otherwise set forth in an Order Form or Statement of Work, all payments are due ten (10) days from the invoice date provided that the Client has transferred necessary funds to gigthree account and shall be made in Arab Emirates dirhams as per prevailing market exchange price at the date of the engagement.
3.2.4 The Client shall have the right to partially or wholly reject any invoice based on reasonable grounds pertaining to the Product description/delivery, and the Expert shall in such case remedy until reasonable satisfaction of the Client.
3.2.5 Further to Clause 3.2.4 above, and should a dispute arise, the Users irrevocably resolve to apply Clause 10.2 hereunder.
3.2.6 If the Expert Fees are of AED20K or below for a single contract – Client shall transfer the full Expert Fees (plus the 15% fee of gigthree) upfront to gigthree in order for Expert to commence work.
If the Expert Fees are above AED20K – The ESCROW account must always have a minimum balance of the subsequent payment amount of the total Expert Fees or a month’s payment in case of annual contracts. With each payment made to the Expert, as per the payment schedule, the Client shall top up the account to the next payment due or with the next month’s payment within 15 days for the continuation of the gig. If the account is not topped up within 30 days and beyond, gigthree will notify the Client and Expert to freeze the work, for eventual reactivation once the balance is replenished to minimum of next payment due or a month’s payment in case of annual contracts.
3.3 Taxes. You shall be responsible for all applicable taxes with respect to the use of the Services whether at the time of invoicing or later determined by a taxing jurisdiction, provided that gigthree shall be responsible for all taxes imposed on gigthree licensed activities as per law. The Parties agree to cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. gigthree’s invoices will separately state the amounts of any taxes gigthree is collecting from You.
3.4 Books and Records. During the term of the Terms and Conditions, each Party will keep complete and accurate books and records sufficient to comply with applicable laws.
4. Ownership
4.1 Ownership of the Services. The Services’ “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that gigthree and/or its licensors own all right, title and interest in and to the Services (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all improvements, updates, modifications or enhancements, whether made, created or developed by gigthree or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of gigthree. Upon creation, all Revisions become the sole and exclusive property of gigthree.
4.2 Feedback. Any and all suggestions for correction, change, enhancement, improvement and modification to the Services (collectively “Feedback”) are and will remain the property of gigthree. For the avoidance of doubt, Feedback does not include User Reviews. gigthree may use and disclose Feedback in any manner and for any purpose whatsoever without notice or compensation to You.
4.3 Ownership of Services. Except to the extent provided in a Statement of Work, gigthree is the exclusive owner of all Services delivered by gigthree pursuant to a Statement of Work (including any revisions, modifications and enhancements thereto) and any other software, specifications, documentation, ideas, know-how, techniques, processes, inventions or other intellectual property that gigthree or its subcontractors may develop, conceive or deliver under the Terms and Conditions, including all patents, copyrights and other intellectual property rights thereto. the Terms and Conditions is not a sale and does not transfer to You any title or ownership in and to the Services, nor does the Terms and Conditions convey any rights in or to the Services other than those expressly set forth herein.
5. Confidentiality
5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party to the Terms and Conditions (“Disclosing Party”) disclosed to another party of the Terms and Conditions (“Receiving Party”) in connection with the Terms and Conditions, whether orally or in writing, relating to the business and affairs of the Disclosing Party that is either designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, without limitation, pricing, Content (excluding Shared Content) and non-public information disclosed to the Receiving Party related to the Disclosing Party’s business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, products, designs, technology and technical information, and marketing plans. Confidential Information shall not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) is or becomes available to the Receiving Party on a non-confidential basis from a third party who is not known by the Receiving Party to owe an obligation of confidentiality to the Disclosing Party with respect to such information; or (d) is independently developed by the Receiving Party without access to, use of, or reliance upon the Disclosing Party’s Confidential Information.
5.2 Confidentiality and Non-Use. The confidentiality obligations and use limitations set forth in this Section 5 shall remain in effect for a period of three (3) years from the disclosure of the Confidential Information; provided that all trade secrets shall remain subject to the terms hereof for as long as they are classified as such under Applicable Law. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, contractors, subcontractors, agents and/or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information under substantially similar terms as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement).
5.3 Exceptions. If the Receiving Party is required by law, court order or other legal, governmental or judiciary process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such required disclosure, if timely possible and to the extent legally permitted, and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party undertakes to obtain a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party will disclose only such Confidential Information as is legally required to be disclosed.
5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.
5.5 Publicity. gigthree may publicly refer to you as a client or expert of gigthree and may use your name and logos alongside the names and/or logos of other gigthree clients and experts on gigthree’s website, in client lists, experts’ lists, pitch proposals, investor presentations, sales presentations, conferences, webinars, and any other media platform. The Parties may also participate in other marketing and referral activities as may be mutually agreed.
6. Representations and Warranties
6.1. gigthree represents and warrants that during the term of the Terms and Conditions: (a) the Services shall perform materially in accordance with the documentation therefor, (b) gigthree will employ then-current, industry-standard measures to test the Services to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Services, and (c) it owns or otherwise has appropriate rights in the Services to grant You the rights to use the Services herein. As your sole and exclusive remedy, and gigthree’s sole and exclusive obligation, for any breach of the foregoing warranties regarding the Services, gigthree shall use commercially reasonable efforts to correct the non-conforming Services at no additional charge to You.
6.2. Except as expressly set forth in the terms and conditions, the services are provided “as is” and gigthree does not warrant that all errors or defects can be corrected, or that provision and operation of the services shall be uninterrupted or error-free.
7. Limitation of Liability
7.1. To the extent permitted by law, in no event will either party be liable for any special, consequential, incidental, exemplary, punitive, indirect or similar losses or damages of any nature including, but not limited to, costs or damages due to loss of profits, business opportunities, revenue, goodwill, production or use, business interruption, procurement of substitute goods or services, or the loss or cost of recreating any data, arising out of or in connection with this agreement, regardless of the cause of action or the theory of liability, whether in tort, contract or otherwise, even if a party was advised of, knew of or should have known of the possibility of such loss or damages and even if the limited remedies provided herein fail of their essential purpose.
7.2. Except for the indemnification obligations set forth in section 8 of this agreement, to the maximum extent permitted by law, the total aggregate liability of each party arising out of or in connection with this agreement will not exceed the amounts paid or payable by you to gigthree for your use of the services during the twelve (12) months preceding the event giving rise to liability.
8. Indemnification
8.1 By You. You agree to indemnify, defend and hold harmless gigthree and its Affiliates, officers, directors, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all related costs and expenses) (“Claims”) arising from or relating to: (a) Your use of the Services; (b) Your Content and Users Reviews; and (c) your violation of the Terms and Conditions.
8.2 By gigthree. gigthree agrees to indemnify, defend and hold You harmless from any and all Claims arising from or relating to a third party claim asserted against You alleging that the Services misappropriates any trade secret of that third party or infringes any patent, trademark, or copyright of that third party. Notwithstanding the foregoing, gigthree may terminate Your use of the Services without any financial or other compensation to You.
8.3 Procedure. An indemnifying Party’s (“Indemnitor’s”) obligation under this Section 8 is contingent upon (a) the indemnified Party (“Indemnitee”) giving prompt written notice to Indemnitor of any Claim, provided that Indemnitee’s failure to so notify Indemnitor will not relieve Indemnitor from any of its obligations under the Terms and Conditions, except to the extent that Indemnitor has been actually and materially prejudiced by Indemnitee’s failure to so notify, (b) Indemnitee allowing Indemnitor to control the defense and related settlement negotiations, and (c) Indemnitee cooperating with Indemnitor to facilitate the settlement or defense of the Claim.
9. Termination
9.1 Termination. Either Party may terminate the Terms and Conditions if the other Party materially breaches it and fails to cure such breach within thirty (30) days of receiving written notice thereof.
9.2 Effect of Termination. Termination shall not affect (a) any liabilities or obligations of either Party arising before such termination or out of the events causing such termination; or (b) any damages or other remedies to which a Party may be entitled under this Agreement, or (if applicable) any Order Form or a Statement of Work, at law or in equity, arising from any breaches of such liabilities or obligations. In the event of termination of the Terms and Conditions by gigthree pursuant to Section 9.1 or in accordance with other provisions under the Terms and Conditions, all amounts payable by You under the Terms and Conditions will become immediately due and payable. Except as otherwise required by law or as otherwise set forth in the Terms and Conditions, upon termination, you will no longer have access to your Content on the Services and your Content may be deleted upon no liability on gigthree whatsoever. gigthree may retain some or all of your Account information and Content as required by law.
9.3 Account Suspension or Revocation. gigthree has the unlimited right, but not the obligation, to suspend, revoke or terminate your Account and/or access to the Services at any time and for any reason it deems appropriate, including, without limitation, if: (a) you breach the Terms And Conditions; (b) gigthree believes that Your actions (i) may cause legal liability for gigthree or other users of the Services, (ii) may be contrary to the interests of the Services or its users, or (iii) may involve illicit or illegal activity. If Your Account is temporarily or permanently closed, You may not use the Services under the same Account or a different Account or reregister under a new Account without gigthree’s prior written consent.
9.4 Survival. Sections 1.3, 2.1, 2.3, 2.4, 3.3, 3.4, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive any termination or expiration hereof.
10. Governing Law and Dispute Resolution
10.1 Governing Law. The Terms and Conditions and any controversy, dispute or claim arising out of or relating to the Terms and Conditions will be governed by and construed in accordance with the laws and regulations of the Emirate of Abu Dhabi (“Applicable Law”)
10.2 Dispute Resolution. Disputes between Users. You undertake to revert to gigthree as a sole arbitrator to decide on any dispute between Users arising out of or in connection with the Terms and Conditions. gigthree decisions shall be final and enforceable against the Users.
Disputes between Parties. The Parties hereto Parties undertake to act in good faith and use best efforts to resolve the dispute amicably and efficiently. Should amicable resolution fail, the Parties shall then resort to arbitration in accordance with applicable laws; and the panel of arbitration shall be constituted by 3 arbitrators. The arbitration shall be located in Abu Dhabi and conducted in English.
11. General
11.1 Assignability. Neither Party may assign the Terms and Conditions or any of its rights or obligations hereunder without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign the Terms and Conditions together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Terms and Conditions not involving a direct competitor of the other Party. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, the Terms and Conditions will inure to the benefit of the successors and permitted assigns of the Parties.
11.2 Compliance. You represent and warrant that (a) You are not identified on any EU council or U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (b) no Content created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws.
11.3 Relationship of the Parties. The Parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. The Terms and Conditions will not be construed to create or imply any partnership, agency, joint venture or employment relationship between the Parties.
11.4 Other Websites and Content. The Services may include links to third-party websites or content. You are responsible for deciding if You want to access or use third-party websites or content that link from the Services. You agree that gigthree is not responsible for third-party content or information provided on third-party websites. Third-party websites have their own legal terms and privacy policies, and You may be giving others permission to use Your information in ways gigthree would not. gigthree has no control over, is not responsible for and does not endorse any such websites or content, and gigthree will have no liability for any damages or losses You incur by visiting or using such third-party websites or content.
11.5 Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under the Terms and Conditions, except for your payment obligations, due to any cause beyond reasonable control, including labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other acts of nature, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11.6 Notices; Consent to Electronic Notice. The Parties consent to the use of electronic means to deliver any notices pursuant to the Terms and Conditions. Notices will be given: (a) by gigthree via email (in each case to the email address that You provided when registering for an account); (b) a reasonably prominent posting on the Services; or (c) by You via email to gigthree.
11.7 Purchase Orders. In the event that You issue a purchase order to gigthree in connection with the Services, any terms and conditions set forth in the purchase order which are in addition to or establish conflicting terms and conditions to those set forth in the Agreement will be rejected by gigthree and the subject purchase order will be construed and treated by gigthree accordingly.
11.9 No Waiver. The failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, signed by a duly authorized representative of each Party.
11.10 Severability. If and to the extent any provision of the Terms and Conditions is held illegal, invalid, or unenforceable in whole or in part under Applicable Law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to Applicable Law so as to give the maximum effect to the intent of the Parties.
Supplemental Terms and Conditions
These Supplemental Terms and Conditions (“Supplemental Terms“) are considered integral part of the Terms and Conditions and contain supplemental service-specific terms that, in addition to the provisions in the Terms and Conditions, govern Client’s access to gigthree’s digital platform via the Services.
1. Definitions
The following definitions will apply to these Supplemental Terms. Any capitalized terms not defined herein shall have the meaning in the Terms and Conditions.
a) “Client” means a moral or physical person seeking expert support through the gigthree digital platform, and including in this document officers, employees, authorized personnel, consultants, agents, or other authorized persons to interact with gigthree or access its platform (the “End Users”).
b) “Expert” means an independent consultant or consulting firm offering Expert Services via gigthree’s digital platform.
c) “Expert Services” means consulting services performed by Experts.
d) “Project or Product” means an engagement for Expert Services between Client or Client and an Expert for the delivery of a specified service.
e) “Project Agreement or Contract” means the contract entered by and between a Client and an Expert setting the terms and conditions of a Project delivery.
2. Acknowledgement
Client acknowledges, agrees and understands that: (a) gigthree does not employ or subcontract any Expert on behalf of a Client; (b) gigthree does not, in any way, supervise, direct, or control the performance of the Expert Services; (c) gigthree is not a party to any contract Client may enter into with Experts and will not have any liability or obligations whatsoever under any such contracts; (d) gigthree makes no representations regarding, and does not guarantee: (i) the reliability of any Expert, (ii) the quality, safety, security or legality of any services advertised or provided by such Expert, including but not limited to the Expert Services, or (iii) that an Expert can or will actually complete a transaction or Project; and (e) gigthree does not perform any worker classification evaluations for any Projects on which Client may engage with an Expert. For the avoidance of any doubt, gigthree disclaims any and all liability relating to any of the foregoing. Without limiting the foregoing, except as expressly provided in these supplemental terms, gigthree makes no representations or warranties, express or implied, regarding or relating to the expert services or the project agreements.
3. Client Responsibilities
3.1 Accounts and Permissions. To access gigthree’s digital platform, You must have an Account with a Profile, which may be shown to other users of gigthree’s digital platform, unless You modify Your Profile privacy settings within the Services. For the avoidance of doubt, You shall not be permitted to access gigthree’s digital platform, including for the purposes of reviewing Expert profiles or contracting with Experts, outside of the Services. All requests, confirmations, approvals or other actions by You in connection with the Services must be taken through an Account. Requests, confirmations, approvals or other actions communicated to gigthree other than specifically provided for in the Notice Clause under the Terms and Conditions shall be ignored.
The Client is solely responsible for its own and its End Users’ use of the Services. and commits to gigthree Community Standards incorporated in the Terms and Conditions.
3.2 Project Agreements between Clients and Experts. To engage an Expert for a Project, Client will contract directly with that Expert under a Project Agreement, provided gigthree is a signatory thereto as an observer and each Project Agreement contains conditions substantially similar to, and at least as protective of gigthree, as The Terms and Conditions.
3.3 Non-Circumvention. For a period of twenty four (24) months from the date on which (a) Client first identifies an Expert from gigthree’s digital platform or (b) an Expert completes their last Project with Client (“Non- Circumvention Period”), You will (i) use the gigthree Services as Your exclusive method to receive or deploy that same Expert Services, as the case may be, and (ii) not make any complete or partial payments to any such Expert for Expert Services outside of the gigthree platform Services, or otherwise circumvent gigthree’s invoicing and payments process, and any violation of the foregoing restrictions is a material breach of the Terms and Conditions. Upon expiration of the Non-Circumvention Period, Client is free to deal directly and independently with the concerned Expert.
3.4 Replacement Guarantee. In the event that a Project Agreement is terminated within a maximum guarantee period of maximum of 90 calendar days of project commencement, for reasons other than layoff, lack of work, change in work scope, cancellation of project, or change in the Company’s location, gigthree will elect to replace the candidate without additional charge by the company (gigthree fees will be waived for the talent replacement).
4. gigthree Responsibilities
4.1 Payments Under Project Agreements. gigthree, and not Client, makes payments to an Expert in connection with each Project Agreement, and pursuant to the terms between gigthree and each Expert. Expert raises the invoice and requests Client’s approval for payment in connection with a Project Agreement. Following Client’s approval, gigthree shall then make payment to the Expert for Project fees provided Client has already satisfied the minimum balance requirement by gigthree.
5. Fees
5.1 Project-Related Fees and Expenses. Client undertakes to pay gigthree, in advance, gigthree’s fees and all fees invoiced by the Expert. All Client’s approved payments to Expert will be routed through gigthree, provided gigthree receives such fees in advance. Expenses incurred by Expert shall be included in invoices raised to the Client by Expert and shall be paid by gigthree after Client’s approval thereon and provided Client has transferred necessary enough balance in advance. In case of an hourly rate-based Project or business intelligence engagement, Expert shall invoice Client and attach the necessary timesheet for Client’s approval. gigthree shall immediately pay the Expert after Client’s approval of the Expert’s reported hours and provided Client has transferred or topped up their balance with minimum amount.
5.2 Employment Fee. If, during the Non-Circumvention Period, Client hires, as a fulltime employee, an Expert from gigthree’s digital platform, Client irrevocably undertakes to inform gigthree immediately and pay gigthree a fee of fifteen percent (15%) of the annualized Total Cash Compensation payable to said Expert as an employee of Client (the “Employment Fee”). “Total Cash Compensation” means the annualized base salary plus any signing, discretionary or other bonuses or commissions payable to such an Expert, but does not include moving expenses, tuition reimbursement or any other similar compensation or type of allowance. Client shall provide notice to gigthree immediately upon hiring an Expert as an employee and gigthree shall have the right, in its sole discretion, to invoice Client for the Employment Fee as of the Expert’s first day of employment with Client. In the event the Expert’s employment with Client is terminated for reasons other than layoff, lack of work, change in job scope, or change in the Company’s location, gigthree will elect to replace the candidate without additional charge, within (90) days of the start of Expert’s employment with Client, provided Client has already paid the Employment Fee. Client is responsible to notify gigthree in writing of all facts relating to the termination of the relationship within five (5) business days after its termination.
If, during the Non-Circumvention Period, Client offers a non-employee role to an Expert (e.g., a role as a board member or strategic advisor), gigthree shall, on a case-by-case basis, assess, and Client shall then owe to gigthree, an appropriate finder’s fee in line with standard industry practice. Employment Fee will be owed to gigthree if an Expert is hired by Client via a solicitation initiated through general advertisements and other general circulation materials even if not directly targeted at such Expert.
5.3 Payment Terms. The terms set forth in Section 3.2 of the Terms and Conditions shall apply to any and all amounts invoiced by Expert and payable by Client under these Supplemental Terms.
6. Indemnification
6.1 Indemnification by gigthree. Subject to the indemnification procedures set forth in the Terms and Conditions, gigthree agrees to indemnify, defend and hold harmless Client Indemnitees from Claims asserted by an Expert arising from or relating to gigthree’s failure to pay such Expert its dues pursuant to a Project Agreement, but only to the extent that such payments owed to the Expert have been approved by Client via the Services and Client has timely paid gigthree all fees, expenses, and other amounts then-owed to gigthree in accordance with the Terms and Conditions.
6.2 Indemnification by Client. Subject to the indemnification procedures set forth in the Terms and Conditions, Client agrees to indemnify, defend and hold harmless gigthree against any Expert and/or third party Claims arising out of, relating to, or alleging (a) a violation of any Emirate or federal discrimination law, harassment law or other similar law that is brought against gigthree arising out of any action or conduct occurring while an Expert is under Client’s superintendence or (b) a violation by Client of Abu Dhabi law, federal tax law, or workers compensation law arising out of Client’s engagement of an Expert under a Project Agreement.
7. Termination
7.1 Effect of Termination. For the avoidance of any doubt, termination of the Terms and Conditions does not automatically terminate or otherwise impact any Project or Project Agreement in force between Client and an Expert. In the event there are any ongoing Projects at the time of termination of the Terms and Conditions, (a) the Terms and Conditions will continue to apply and be in effect until all Projects have been completed or otherwise terminated pursuant to the terms of the applicable Project Agreement and (b) Client will continue to be obligated to pay any amounts due under the Terms and Conditions and any applicable Project Agreement until completion or termination of all ongoing Projects. For the avoidance of doubt, termination of the Terms and Conditions does not relieve Client of obligations with respect to the Non-Circumvention Period set forth above.
7.2 Survival. Sections 2, 3, 5.2, 6 and 7 of these Supplemental Terms shall survive any termination or expiration of the Agreement.