Human Data Terms of Service

1.1 Statement of Work. During the term of this Agreement, G2i shall perform Contractor Engagement Services (the “Services”) for Company as described in one or more Statements of Work mutually agreed upon and signed by both parties (each, a “Statement of Work”). G2i shall determine the manner and means of performing the Services and shall perform the Services in accordance with the schedule set forth in the applicable Statement of Work. G2i will determine the method, details, and means of performing the Services. If there is any conflict between terms in a Statement of Work and these Terms and Conditions, the Statement of Work shall control.

1.2 Changes. The Parties acknowledge and agree that during the term of the Agreement the Services may be modified and/or expanded from time to time upon a written agreement executed by authorized representatives of the Parties expressly referencing this Agreement.

1.3 Non-Exclusivity. G2i may represent, perform services for, and contract with other additional clients, persons, or companies as G2i, in its sole discretion, sees fit.

2.3 Company Assistance. Company shall provide G2i with such resources, information and assistance as G2i may reasonably request in connection with the performance of the Services. Without limiting the generality of the foregoing, in the event the Services are provided on Company’s premises, Company shall provide adequate space, access to systems, and assistance from qualified personnel familiar with Company’s operational environment and other resources as reasonably requested by G2i. G2i shall have no liability for deficiencies in the Services resulting from the acts or omissions of Company, its agents or employees or performance of the Services.

2.4 Company Materials. Company acknowledges that in order to perform the Services, G2i may require access to certain Company software, intellectual property, or other information or material of Company, Company’s suppliers, or Company’s representatives (“Company Materials”). Accordingly, Company hereby grants to G2i a non-exclusive, non-transferable license to use the Company Materials during the Term of this Agreement only as necessary for G2i to perform the Services for Company.

3.1 Fees. Company shall pay G2i all fees due pursuant to Statements of Work entered into hereunder. All fees due hereunder are non-refundable and are not contingent on any additional services or products to be provided unless expressly provided otherwise in the applicable Statement of Work.

3.2 Costs and Expenses. Except as otherwise set forth in a Statement of Work, G2i will be solely responsible for all expenses incurred by G2i or any of its employees or agents in connection with performing the Services or otherwise performing its obligations under this Agreement.

3.3 Payment Terms. Except as otherwise set forth in a Statement of Work, G2i will invoice Company on a periodic basis for amounts due hereunder, and Company shall pay all amounts invoiced as set forth in the applicable Statement of Work. All payments must be made in U.S. dollars. Unless expressly provided otherwise in the applicable Statement of Work, outstanding balances shall accrue interest at a rate equal to the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by applicable law, from 30 days after due date until paid, plus G2i’s reasonable costs of collection and attorney’s fees related to collection. All fees due hereunder are exclusive of, and Company shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement, except for taxes based upon G2i’s net income.

4.1 Definitions. “Work Product” means (a) the items provided by G2i to Company under this Agreement, including items specifically designated or characterized as deliverables in a Statement of Work (“Deliverables”) and (b) all Intellectual Property, in any stage of development, that G2i conceives, creates, develops, or reduces to practice in connection with performing the Services and all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property. “Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, net lists, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, test vectors, tools, uniform resource identifiers including uniform resource locaters (URLs), user interfaces, web sites, works of authorship, and other forms of technology. “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

4.2 Company Property. Company owns all Intellectual Property Rights in all Company Materials and other Intellectual Property provided by Company to G2i under this Agreement (“Company Property”).

4.3 G2i Property. Except as expressly set forth in Section 4.2, as between the parties, G2i owns all Intellectual Property Rights in all Work Product and all Intellectual Property developed, acquired, or otherwise obtained by G2i prior to, or independently of, this Agreement, and any derivative works thereof (collectively, the “G2i Property”). G2i grants to Company a worldwide, non-exclusive license to use G2i Property only for Company’s internal use and only as intended under this Agreement. G2i retains all moral rights therein. This is not a work-for-hire agreement.

5.1 Limited Warranty. G2i warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. G2i shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

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

5.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 4.1 ABOVE, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. G2I EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING. G2I DOES NOT WARRANT THAT THE SERVICES WILL MEET COMPANY’S REQUIREMENTS. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. G2I DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. G2I SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY CANDIDATES, CONTRACTORS VENDORS IDENTIFIED OR REFERRED TO THE COMPANY BY THE SERVICE PROVIDER DURING THE TERM OF THIS AGREEMENT. COMPANY’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

6.1 Definition. “Confidential Information,” as used herein, shall mean the terms and conditions of this Agreement and all information related to a party’s business, financial affairs or operations, including but not limited to information related to business plans, technology, technical screening processes, tools and workflows, source code, product or service features, development plans, pricing, techniques and methods, which is either marked as confidential or with a similar legend or, if disclosed orally, is confirmed as confidential in writing to the receiving party within thirty (30) days following disclosure.

6.2 Obligations. Each party agrees, during the Term and for a period of one (1) year thereafter, that it will (a) hold the other party’s Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other’s prior written consent, except as expressly permitted under this Agreement; and (c) limit access to the other’s Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein. Notwithstanding the foregoing, (i) either party may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that such party provides the other with reasonable prior notice to enable such party to seek confidential treatment of such information; and (ii) either party may disclose the terms and conditions of this Agreement solely to potential investors, acquisition partners and its legal counsel and accountants in connection with a proposed financing or acquisition, provided that each such third party is bound by confidentiality obligations at least as restrictive as those set forth herein.

6.3 Exclusions. The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which (a) is or becomes publicly known through no act or omission of the receiving party; (b) is lawfully received by a receiving party from a third party without third party’s breach of any legal restriction on disclosure; (c) is already known by the receiving party at the time it is disclosed by the disclosing party, as shown by the receiving party’s written records; or (d) is independently developed by the receiving party without reference to the other’s Confidential Information, as shown by the receiving party’s written records.

6.4 Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section 6 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 6 by the other party or any of its employees or agents.

6.5 Return of Confidential Information. Receiving Party shall promptly return or, at disclosing party’s option, certify destruction of all copies of Confidential Information at any time upon request or within thirty (30) days following the expiration or earlier termination of this Agreement. Notwithstanding any expiration or termination of this Agreement, receiving party’s obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement.

7.1 Mutual Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

7.2 THIS SECTION 6 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY STATEMENT OF WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO G2I UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

9.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for one (1) year unless terminated as set forth herein (the “Term”). The Agreement will automatically renew for successive one (1)-year periods unless either party gives written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, and all successive periods shall become part of the Term.

9.2 Termination. Unless otherwise specified in the applicable Statement of Work, Company or G2i may terminate this Agreement or any Statement of Work then in effect at any time upon at least thirty (30) days’ prior written notice. Either party may terminate the Agreement and all Statements of Work immediately upon written notice in the event the other party is in material breach of any obligation under this Agreement or any Statement of Work, which breach is incapable of cure or which, being capable of cure, has not been cured within ten (10) days after receipt of notice of such default. In addition to the foregoing, G2i may also terminate this Agreement and all Statements of Work immediately upon written notice in the event (a) Company fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from G2i that payment is due, or (b) Company breaches any provision in Section 3.3 (Ownership) or Section 6 (Confidentiality). The termination or expiration of a single Statement of Work shall not cause the automatic termination of any other active Statements of Work.

9.3 Effect of Termination. Upon the expiration or termination of this Agreement, each party shall return the other’s Confidential Information in its possession or control. Expiration or termination for any reason shall not discharge either Party’s liability for obligations incurred hereunder as of the date of such expiration or termination and amounts unpaid at the time of expiration or termination, or coming due pursuant to the terms of the Statement of Work following the date of expiration or termination will remain due and owing regardless of any expiration or termination. The following provisions survive termination or expiration of this Agreement: Sections 5 (Fees and Payment), 4 (Ownership; License), 6 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 9.3 (Effect of Termination), and 10 (General) will survive the expiration or termination of this Agreement for any reason. Upon the termination of this Agreement, G2i will provide reasonable assistance to Company for the transition of Services and Deliverables in accordance with Company’s reasonable requirements.

10.1 Audit. Company shall maintain complete and accurate books and records sufficient to verify all amounts paid to Candidates introduced to Company by G2i. G2i shall have the right, at its own expense and upon at least fifteen (15) days’ prior written notice, to audit such records no more than twice per calendar year during normal business hours. If any audit reveals an underpayment to G2i of more than 5% for the audited period, Company shall promptly pay the deficiency together with interest at 18% per annum from the date due, and shall also reimburse G2i for the reasonable costs of the audit.

10.2 Governing Law. This Agreement shall be governed by the laws of the State of Florida, without regard to its principles of conflicts of law. The parties expressly exclude the application of the United Nations Convention on the International Sale of Goods.

10.3 Relationship of Parties. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.

10.4 Publicity. Company hereby grants to G2i the limited right to use Company’s name and marks in marketing and publicity materials listing Company as a Company of G2i.

10.5 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement and Statements of Work must be delivered in writing by email (with confirmation of transmission) or by UPS/FedEx or certified or registered mail to the other party at the address or email address set forth on the cover page of this Agreement. Such notice will be effective upon receipt if sent by UPS/FedEx or certified mail, or two business days after the date sent by e-mail. Either party may change its address by giving notice of the new address to the other party pursuant to this Section 10.4.

10.6 Export. Company shall comply with all applicable export and import control laws and regulations in its receipt of the Services. Company will defend, indemnify, and hold G2i harmless from and against all claims involving the violation of such laws or regulations by Company, its agents or employees.

10.7 Force Majeure. Neither party shall be liable for any breach of the Agreement, other than any default in payment obligations, for any delay or failure of performance resulting from any cause beyond such party’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, or acts of God.

10.8 Subcontractors. If G2i utilizes subcontractors or consultants to perform any of the Services, G2i shall remain responsible to Company for performance under this Agreement.

10.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.

10.10 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to an affiliate if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer involving all or substantially all of a Party’s assets, without the consent of the other Party. Any attempted assignment of this Agreement not in accordance with this subsection shall be null and void.

10.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.12 Headings. The headings used for the sections of this Agreement are for information purposes and convenience only and in no way define, limit, construe or describe the scope or extent of the sections.

10.13 Entire Agreement. This Agreement and its exhibits and Statements of Work constitute the entire agreement between the parties with regard to the subject matter hereof. No oral or written representation that is not expressly contained in this Agreement is binding on G2i or Company. No amendment to this Agreement or any Statements of Work shall be binding on either party unless in writing and signed by both parties.

10.14 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.