1. Welcome

Welcome to the Terms of Service for SKILLGIGS. This is an agreement (“Agreement”) between International Technologies Pro, LLC d/b/a SKILLGIGS. (“SkillGigs”), the owner and operator of SKILLGIGS.com (the “Site”), the SkillGigs Marketplace, staffing, recruiting and payroll processing service (collectively the “Service”), and you.

Throughout this document, the words “SkillGigs,” “us,” “we,” and “our,” refer to our company, SkillGigs, our Site or our Service, as is appropriate in the context of the use of the words. The term “Prospect Talent” will refer to users of our Service who are seeking employment opportunities through SkillGigs. The term “Employer” will refer to a company that is interested in hiring Prospect Talents through the use of our Service. The term “You” refers to the individual or legal entity, as applicable, identified as the user when you register on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON “SIGN-UP” BUTTON, COMPLETING SIGN UP, PROFILE CREATION PROCESS, SKILL LISTING POSTING, POSTING A GIG, USING THE DASHBOARD AND/OR MERELY BROWSING & SEARCHING THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SKILLGIGS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR (4) ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.

Throughout this document “Bids” will refer to the periodic Bid Offers offered through the Service that Prospect Talents will use to find new career opportunities. It is important to understand that these Bids are non-binding and do not create any contractual obligations to either Prospect Talents or Employers, and can be retracted at will any time. Bids merely allow Prospect Talents to meet Employers who may be interested in hiring them.

Our Service may allow you to upload photos, resumes, projects and other information so that you may create a 3D resume, Skill Listings and may allow you to message, connect or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.

All information gained via our site is confidential and you agree to keep it so. In addition you also agree that (1) you will use any content, information submitted by Prospect Talents or Contractors in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Prospect Talents or Contractors with a Skill Listing outside of your recruiting or hiring department; AND (3) you will take the utmost appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any jobs/gigs and bid offers which you become aware of through our Site or Service.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY SKILLGIGS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will upload a new copy of the Agreement on the Site. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for ALL new Users of the Site or Service and will be effective fifteen (15) days after posting notice of such changes on the Site for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Site (“Registered Users”) upon the earlier of fifteen(15) days after posting notice of such changes on the Site or fifteen (15) days after dispatch of an e-mail notice of such changes to Registered Users. SkillGigs may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

SkillGigs reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or as a result of other violations of the Terms of Service, or for any other reason or no reason, in SkillGig’s sole discretion.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ANY DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

2. Limitations on Liability

SkillGigs assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. SkillGigs acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.

SkillGigs is not liable to third parties for any Content that has been posted or viewed on SkillGigs’s Site or Service. Our Site includes areas where Prospect Talents or Employers may post Content about an individual or company. We are not responsible for the posting of this Content; We are not liable for any contracts created between Prospect Talents and Employers who use our Site and Service; We are not required to or under any obligation to review, screen, edit, monitor, or remove any Content posted on our Site, although we reserve the absolute right to remove, screen, or edit any Content at any time and for any reason without any notice to you or any party affected; We take no responsibility and assume no liability for any User Content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such User Content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity.

SkillGigs is not liable under any circumstances to any User for any User Content submitted, posted or transmitted by any other User, even if that Content violates this Agreement or other policies stated anywhere on our Site, and SkillGigs takes no action to remove that Content or terminate that User’s account.

Your ability to use or interact with this Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion.

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SKILLGIGS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT SKILLGIGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

UNDER NO CIRCUMSTANCES WILL SKILLGIGS BE LIABLE TO A POTENTIAL EMPLOYEE FOR THE GREATER OF (1) SKILLGIGS’ SHARE OF THE FEE PAID BY THE EMPLOYER, OR (2) $100, AS A RESULT OF THE POTENTIAL EMPLOYEE’S USE OF THE SITE OR SERVICE. IN NO EVENT WILL SKILLGIGS BE LIABLE TO AN EMPLOYER FOR MORE THAN SKILLGIGS’ SHARE OF THE FEES PAID BY THE EMPLOYER FOR THE TWELVE MONTH PERIOD DURING WHICH EMPLOYER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONSULTING OFFER MADE BY EMPLOYER TO A POTENTIAL EMPLOYEE

3. Description of SkillGigs Service

For Proposed Talent

SkillGigs is an Auction Style Job Marketplace that connects Prospect Talent with Employers through a non-binding Bid Offer Auction style process for a Prospect Talent’s services. As a Prospect Talent, you have an opportunity to find a permanent or temporary contract position with an Employer with transparency as to the role and compensation in each Bid Offer. Additionally, your use of SkillGigs is free, and the Auction Style bid process is non-binding and does not create any contractual obligations between the Employer and the Prospect Talent. The Auction Style bid process only acts as a tool for Prospect Talents to explore opportunities without obligation.

For Employers

As an Employer, you have the opportunity to find qualified talent (permanent or on a temporary basis) using our Auction Style Job Marketplace as a sourcing and recruiting platform. You may submit interview requests (“Requests”) and Bid Offers (Offers) with any Prospect Talents on our Service that you feel may be a fit for your company using our interview management or bid offer system. However, these Requests, Offers are non-binding and do not create a binding employment contract.

A Placement Fee and contractor billings (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have successfully hired from SkillGigs a Prospect Talent (both permanent or contract). YOU UNDERSTAND THAT SKILLGIGS DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS), AND THAT YOU ARE RESPONSIBLE FOR CONDUCTING ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A Prospect Talent.

4. Site Registration

To access Site Services and to become a Prospect Talent or an Employer you must register for a SkillGigs Account (“Account”). You agree to provide true, accurate and complete information on all registration and other forms you access on the Site, and to update your information to maintain its truthfulness, accuracy and completeness. You must not provide misleading information about your location. You must not register for more than one Employer Account and one User Account without express written permission from SkillGigs. At the beginning of your Account application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews.

When a User registers an Account, the Member will be asked to choose a username and password for the Account. As a Member, you agree and you are entirely responsible to safeguard and maintain the confidentiality of the username and password you use to access this Site. You authorize SKILLGIGS to assume that any person using the Site with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of the Account or any related Team Account or access to your password or the password of any User of your Account or any related Team Account.

Proposed Talent

In order to use SkillGigs as a Prospect Talent you must register and create a profile. The use of the Site and the Service is free for Prospect Talents. When registering with SkillGigs, we may require you to provide us information such as your name, e-mail address, employment history, work experience and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn, Facebook or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.

Employer

In order to use SkillGigs as an Employer you must first register with our site. Registration is free. When registering we may ask you for additional information related to your company and the types of Prospect Talents you are looking for. We may also allow you to use a third party service to register. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests and Bid Offers to, Prospect Talents that have posted their profiles on SkillGigs.

5. Prospect Talent and Employer Responsibilities

You are responsible for any usage of the Marketplace Site or Service made using your account. You agree and acknowledge not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by SkillGigs itself.

Remember when using SkillGigs we ask you to act reasonably and responsibly with others you may come into contact. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper dignified manner.

When using SkillGigs:

  • You are specifically not allowed to copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping” or any other technology which may be available at a future date;
  • You are not allowed to use any automated system and neither are you allowed to assist others in using an automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to SkillGigs servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that SKILLGIGS grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials);
  • You will not attempt to or help others interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Service;
  • You will not take any action or actions that we determine, in our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure;
  • You are not allowed to upload invalid data, viruses, worms or other software agents through the Service;
  • You shall not collect or harvest any personally identifiable information, including account names, from the Service;
  • You are not allowed to access the Site or Service through any technology or means other than those provided or authorized by the Service (and access to the Site or Service through virtual private network or proxy is expressly forbidden);
  • You are not allowed to sell, transfer or assign the Service, or your right to use the Service, to any third party, or offer the Service, or any Content obtained from the Site or Service, on a time-sharing or other commercial basis;
  • You agree to act within the bounds of common decency when using our Site;
  • You agree not to stalk, harass, bully or harm another individual;
  • You agree not to impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
  • You shall not to violate any requirements, procedures, policies or regulations of networks connected to SkillGigs;
  • You agree not to interfere with or disrupt the Site or Service;
  • You agree not to hack, spam or phish us or other Users;
  • You agree to provide truthful and accurate Content;
  • You will not violate any law or regulation, and you are responsible for such violations;
  • You agree not use our Site to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent Content post any information or content about a company or individual;
  • You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine;
  • You agree not upload any Content to our Site that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
  • You also acknowledge and agree that SkillGigs may terminate your account for violating one or more of your responsibilities, for violating applicable federal or state law, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice.

6. Auction Style Bid Process (Employment Process)

Prospect Talent’s Role

After a Prospect Talent has registered and created a profile on SkillGigs, he or she will also be able to create Skill Listing using technology, systems and software made available by us through the Marketplace. Prospect Talents are solely responsible for running their own Skill Listings Auctions. Employers will then have the opportunity to engage with Prospect Talents for their services through the Interview Request and Bid Offer process. By creating a Skill Listing and using the auction style process, the Prospect Talent can see which Employers may be interested in hiring him or her. At the conclusion of the process the Prospect Talent may, but is not required to, contact any Employer that made a Request to him or her by using our interview management system. All Bid Offers by Employers through our Site and Service are non-binding. The Prospect Talent must comply with this Agreement, and any other rules or instructions from SkillGigs, when conducting a job search.

If an a person enters into a contracting or freelancer agreement with an employer than in addition to these terms, the terms of our employment agreement will also apply. This will be provided to you before final acceptance of such contract.

Once a Prospect Talent has been introduced to an Employer via our Site or Service, the Prospective Talent agrees to communicate exclusively with the Employer through our Site and Service for the duration of the pre-listing, listing and Request and Bid Offer process. The Employer and the Prospect Talent may use other means of communication during the final hiring process, but in any case the Prospective talent agrees not to attempt to circumvent SKILLGIGS by independently attempting to communicate and get hired by the Employer through alternative means after discovering the Gig or receiving an Request and/or Bid Offer on our Site or Service, or try to help the Employer avoid the placement fee or contract billing charges in any manner.

Employer’s Role

After an Employer’s registration has been accepted by us, the Employer will be able to browse the Prospect Talents on our site, by searching for Skill Listings, communicate anonymously with these Prospect Talents, and submit preliminary non-binding Requests in response to listings conducted by Prospect Talents. If an Employer hires a Prospect Talent from our Site on a permanent basis, the Employer will owe SkillGigs a Placement Fee (as defined in Section 6 below).

The Employer is also allowed to post their jobs on SkillGigs, which will be called Gigs. Presently there are no fees to post these jobs on SkillIGigs. Prospect Talent, may put Bid Offers on these Gigs. These Bid Offers by Prospect Talent are not binding on both parties, and are just to be used as a hiring and job finding tool.

If an Employer hires a contractor or a freelancer through SkillGigs, the contractor or freelancer must not work with the same Employer until one year following the termination of the contract, unless a conversion fee is fully paid or a new contract is made through SkillGigs.

Once an Employer has discovered a Prospect Talent on our Site or Service, the Employer agrees to communicate exclusively with the Prospect Talent through our Site and Service for the duration of the pre-listing, listing and Request and Bid Offer process. The Employer and the Prospect Talent may use other means of communication during the final hiring process. The Employer agrees not to attempt to circumvent SkillGigs by independently attempting to communicate and hire the Prospect Talent through alternative means after discovering the Prospect Talent on our Site or Service, or try to avoid the placement fee in any manner.

Our Role

SkillGigs does not act as an agent for the purposes of the hiring process. SkillGigs merely provides Prospect Talents a location, platform and the web based software tools to enable them to find and connect with Employers. Prospect Talents and Employers are solely responsible for any issues arising from the use of the SkillGigs auction style web software or their use of Service.

Any agreements signed between an Employer and a Prospect Talent are not binding on SkillGigs. And neither is SkillGigs liable for, or obligated to enforce, any agreements between an Employer and a Prospect Talent. You will not consider SkillGigs, nor will SkillGigs be construed as, a party to such transactions, whether or not SkillGigs receives some form of remuneration in connection with the transaction, and SkillGigs will not be liable for any costs or damages arising out of or related to such transaction.

No contractual obligations are created for either the Prospect Talent or the Employer through the use of the Service. The Prospect Talent is not obligated in any way to accept the highest bid offer or any bid offer at all. Additionally, Requests and Bid Offers submitted by an Employer to a Prospect Talent through the bid offer process are not binding on the Employer. At the end of the bidding offer process the Prospect Talent may choose which Employer, if any, he or she wishes to contact.

7. Refunds & Payments (Fees etc)

For Prospect Talents

SkillGigs is free for Prospect Talents. A Prospect Talent is required to promptly notify SkillGigs if the Prospect Talent (a) accepts an offer of employment (an “Employment Offer”), whether for an indefinite, temporary or fixed term, (b) accepts an offer of employment as an independent or W2 contractor or consultant (a “Contracting Offer”), whether for an indefinite or fixed term (each, a “Contracting Engagement”), (c) accepts an Employment Offer or a Contracting Engagement during or within twelve (12) months after termination of an Internship of any duration, with (1) an Employer who was identified by the Prospect Talent through the use of our Site or Service or (2) from an Employer who identified the Prospect Talent through the use of our Site or Service; (d) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Contracting Engagement with such Employer (each, a “Covered Bid Offer”).

If you are a Prospect Talent who is using our Site and Service, you agree that

  1. if you receive a Covered Bid Offer, you shall promptly notify SkillGigs of your Start Date and the key terms of such Covered Bid Offer (and notify SkillGigs immediately should that Start Date or offer terms change at any time),
  2. you shall provide SkillGigs with (a) a copy of a fully executed employment Offer, or (b) execute a document (Purchase Order) between Employer, SkillGigs and Prospect Talent that states any material employment terms, including, among other things, Start Date and
    compensation, promptly upon the signing of a Employment offer letter between you and such Prospect Talent (the “Effective Date”), as requested by SkillGigs, and
  3. you will promptly notify SKILLGIGS after termination of your employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that
    1. an Employer terminates your Employment due to unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or
    2. you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Employer or Prospect Talent elect not to begin the employment relationship contemplated
      by the Employment Offer.

For Employers

Once we have accepted the registration of an Employer, the Employer will be able to make bid offers, schedule interview and contact (through the Service) Prospect Talents listed on our Site and Service. If a Prospect Talent identified through use of our Service accepts an Employment Offer, the Employer will be charged a Placement Fee.

For purposes of this Agreement, “Placement Fee” shall refer to both upfront one time Placement Fees and Monthly Placement Fees, and shall be collected, as set forth below:

In the case of the acceptance of an employment offer, the Employer may elect to pay one of the following two Placement Fee options: (a) the Employer may pay a Placement Fee equal to 15% of the Prospect Talent’s first year base salary (an “Upfront Placement Fee”), which amount shall be due and payable net thirty (30) days after the Start Date (the “Upfront Placement Fee Option”); OR (b) in the event that SKILLGIGS in its sole discretion has approved the Employer to pay on a monthly basis, the Employer may pay a monthly Placement Fee equal to 1% of the Employee’s first year base salary (a “Monthly Placement Fee”), with the first payment due on the Start Date and each subsequent payment due monthly thereafter for fifteen (15) months until the earlier of (i) payment of fifteen Monthly Placement Fee installments or (ii) termination of the Prospect Talent for whom the Monthly Placement Fee Option was selected (the “Monthly Placement Fee Option”). In the event that the Employer selects the Monthly Placement Fee Option and subsequently wishes to make payment in full, the Employer may contact Employer’s Talent Executive to ascertain the amount required to buy out the remaining installments of the Monthly Placement Fee.

In the case of a Contracting Engagement, the Employer shall be billed the pay rate hourly, daily or weekly for the period of such Contracting Engagement (the “Contracting Fee”). Employer will be given access to the timesheet management system and will be required to approve hours weekly for the contractor they have hired through SkillGigs, by the end of the week (as determined). These hours will then be billed to the Employer on a weekly basis, using the accepted bill rate, which was included in the Bid Offer made during the hiring process once the hiring has been finalized. Payment will be due on a net 30-day basis.

In the event that a Contracting Engagement results in the Prospect Talent accepting a full time Offer, the Employer shall pay a Placement Fee equal to 20% of the Prospect Talent’s first year base salary (the “Conversion Fee”), which amount shall be due and payable thirty (30) days after the Start Date.

Employers are required to promptly notify SkillGigs once a Prospect Talent has accepted a Full Time Offer and notify SkillGigs of the Start Date for such Prospect Talent (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide SkillGigs with (1) a copy of a fully executed employment Offer, or (2) execute a document (Purchase Order) between Employer, SkillGigs and Prospect Talent that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Prospect Talent elect not to begin the employment relationship contemplated by the Covered Bid Offer, Employer shall promptly notify SKILLGIGS and the Prospect Talent shall not be eligible for any Prospect Talent Payment.

The Employer will owe SkillGigs a Placement Fee for any employment Offer that is accepted by a Prospect Talent, as defined above.

Notwithstanding the above-mentioned, in the event of a Placement Fee dispute, if an Employer can establish that the Prospect Talent had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Prospect Talent’s resume from an employment agency or headhunter or the Prospect Talent had applied to the Employers Job Board previously and was under active recruitment by the Employer prior to the Employer interacting with the Prospect Talent on SkillGigs, the Employer may be exempted from paying the Placement Fee. However, the ultimate determination as to whether a Placement Fee is owed by the Employer for an accepted employment Offer will be at the sole discretion of SKILLGIGS. For the purposes of this clause, “Interview Process” shall mean continuing direct, back & forth communication, in an active recruiting or hiring situation where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Prospect Talent that exists in Employer’s ATS (applicant tracking system) or that was submitted by a staffing agency or company.

IF YOU ARE AN EMPLOYER who is using our Site and Service, YOU agree to these Placement and Contracting Fee provisions. If you do not agree with any of these provisions, please cancel your account with immediate effect and cease using SKILLGIGS or any of our services. YOUR RESPONSIBILITY TO PAY ANY PLACEMENT FEES SHALL SURVIVE ANY CANCELLATION OR TERMINATION OF THIS AGREEMENT.

If an Employer bypasses our Site and Service after discovering a Prospect Talent through our Site or Service and consequently hires that Prospect Talent, the Employer will be billed a Placement Fee equal to 30% of the 1st year base salary of the Prospect Talent and SkillGigs may, in its sole discretion, terminate the Employer’s account.

Payment

Employer agrees to pay the Placement Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Placement Fee is due and payable hereunder. Employers choosing the Monthly Placement Fee are required to complete the SkillGigs Direct Debit Authorization Form allowing SkillGigs to directly pull monthly payments from Employers designated bank or credit card account(s). By accepting SkillGigs Terms of Service, Employer agrees that SkillGigs is authorized to immediately invoice Employer’s account for all Placement Fees and Contracting Fees due and payable to SkillGigs hereunder and that no additional notice or consent is required. Employer agrees to immediately notify SkillGigs of any change it its billing address or the credit card account used for payment hereunder.

Changes In Fees And Billing Methods

SkillGigs reserves the right at any time to change its fees (including charging for services that it is currently providing free of charge) and billing methods, with notice upon posting on the Site or by email delivery to you.

Refunds

Customer satisfaction is the corner stone of our vision at SkillGigs. Thus If

  1. An Employer hires a Prospect Talent and terminates the Prospect Talent’s employment based on unsatisfactory performance within ninety (90) days of the Start Date, or
  2. A Prospect Talent voluntarily terminates his or her employment within hundred (100) days of the Start Date, or
  3. Prospect Talent does not start employment because either Employer or Prospective Employer elects not to begin the employment relationship contemplated in the employment Offer (We will consider each of these as a Termination Event) upon written confirmation of such
    information, SkillGigs will fully refund to the Employer the one time Placement Fee related to the terminating Prospect Talent (if such one-time Placement Fee was paid by Employer prior to the Termination Event). In the event that the Employer was paying a Monthly
    Placement Fee for the terminated Prospect Talent, no refund shall be owed to the Employer; however, the Employer’s liability to pay future Monthly Placement Fees shall terminate as of the date on which the Prospect Talent’s employment ends. No refunds shall be provided
    for Conversion Fees.

8. Intellectual Property Rights

The Sites, the SkillGigs Materials and all right, title and interest in and to the Sites and SkillGigs Materials are the sole property of SkillGigs or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, SkillGigs reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or SkillGigs Materials, or use them in any other way for public or commercial purpose.

The design SkillGigs created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to SkillGigs, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. SkillGigs reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any Content contained within the Site or through the Service unless we have given you express written permission.

9. Licensing

Licensing to Use by Users and Employers

SkillGigs hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment opportunities for yourself and/or searching for and recruiting job prospects. You agree you are solely responsible for the content you post to the Site and any consequences arising from such publication. Your use of the Site is a privilege and SkillGigs reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

Licensing to SkillGigs

You hereby grant to SkillGigs a non-exclusive, royalty-free, world-wide, universal, transferable license to use and reuse all or any part of your Content (“Your Content”) and anything we may make with Your Content through SkillGigs or any other medium currently invented or invented in the future. We reserve the right to display advertisements in connection with Your Content. We are not required to host, display, or distribute any of your Content and we may refuse to accept or transmit Your Content, and may remove or delete all or any portion of Your Content from SkillGigs at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to Your Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that Your Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

10. Copyright Complaints

It is our policy to terminate the account of any User who repeatedly infringes copyright upon prompt notification to SkillGigs by the copyright owner or the copyright owner’s legal agent. Upon receipt of notices complying with the DMCA, SkillGigs may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

Without limiting the foregoing, if you believe that your work has been copied and posted on the Site or Service in a way that constitutes copyright infringement, please provide written communication to the attention of info@skillgigs.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512).

11. Disclaimer Of Warranties

THE SITES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SKILLGIGS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. SKILLGIGS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITES. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, or NEGLIGENCE OR ANY OTHER TORT.

THE SKILLGIGS DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS; OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICE WILL BE ACCURATE OR RELIABLE.

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

SKILLGIGS MAKES NOT REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINES OF THE SERVICES IN MEETING YOUR EMPLOYMENT OBJECTIVES. SKILLGIGS DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED.

California Residents. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

12. Indemnity

You agree to defend, indemnify and hold harmless SkillGigs (and its subsidiaries, affiliates, officers, employees and agents) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of the Site, any document posted by you, your use of the Services, violation of any third party right or your breach of this Agreement.

Since third parties independently upload their Content to our Site and our Service, we are not liable for any defamatory Content posted on our Site if published by a third party. Although we may choose to edit or delete any clearly defamatory Content, we are not required to, and we reserve all defenses for such speech made available to us by Section 230 of the Communications Decency Act, applicable statutes, the common law, and the First Amendment to the Constitution of the United States of America.

13. Choice Of Law

This Agreement shall be governed by the laws of the state of Texas, without giving effect to any principles that provide for the application of the law of another jurisdiction.

14. Dispute Resolution

Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Texas law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.

Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, and Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Texas law or United States federal law.

Notwithstanding the foregoing, either you or SKILLGIGS may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Harris County, Texas. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Harris County, Texas, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Harris County, Texas for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Harris County, California. By using the Site or the Service in any manner, you agree to the above arbitration provision.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

15. Non-waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

16. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, SKILLGIGS shall have the sole right to elect which provision remains in force.

17. Assignment

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

18. Notice

You are responsible for providing SkillGigs with your most current e-mail address. In the event that the last e-mail address you provided to SkillGigs is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, SkillGigs dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SKILLGIGS at the following address:

SkillGigs 1616 S. Voss Rd., Suite 350, Houston, TX 77057

ATT: Legal. Such notice shall be deemed given when received by SkillGigs by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

19. Electronic Communications

You consent to receive communications from SkillGigs in an electronic form; and agree that all terms, conditions, agreements, notices, disclosures, and other communications that SkillGigs provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

20. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, any kind of communication disruption, failure or shortage of any kind of infrastructure, shortage of materials, or any other event beyond our control.

21. Termination

This Agreement will become effective upon your first visit to the Site for the duration of use of the Site. If you violate the letter or spirit of this Agreement, or for any other reason SKILLGIGS deems appropriate, SkillGigs reserves the right at its sole discretion to pursue all legal remedies, including but not limited to removal of User Content from the SkillGigs site and immediate termination of access to the SkillGigs site and services. If you wish to terminate this Agreement, you may do so by notifying SkillGigs at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 20 below. Termination of the Agreement may result in the immediate deletion of any Content that you have submitted to SkillGigs. SkillGigs will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.

22. Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.