Terms and conditions
(Clients)
GIGA TECHSPACE TERMS AND CONDITIONS FOR CLIENTS
Last modified and effective as of Nov 28, 2025
PLEASE REVIEW THESE TERMS IN THEIR ENTIRETY. BY ACKNOWLEDGING YOUR ACCEPTANCE OF THESE TERMS THROUGH REGISTRATION, ACCESS, AND/OR USE OF THE PLATFORM, YOU WILL BE LEGALLY BOUND BY THEM. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT REGISTER FOR, ACCESS, OR USE THE PLATFORM.
This document ("Terms") constitutes the general terms and conditions of any agreement regarding the use of the Giga Techspace business-to-business platform available at https://gigatechspace.com ("Platform"), carrying out specialist projects and receiving specialist services through the Platform between Giga Techspace Inc., 111 Congress Ave, Suite 500, 78701 Austin, TX ("Giga Techspace", "we", "our", and/or "us"), a company organized under US law, and a business entity that uses the Platform for its commercial purposes ("Agreement"). The Agreement governs the business entity's access to and use of the Platform and the execution and performance of all projects provided through the Platform.
You should read these Terms carefully and in their entirety. Each time you register for, access, and/or use our Platform, you will be deemed to have accepted these Terms and our Privacy Policy, which is incorporated by reference and can be found at https://gigatechspace.com/privacy-policy ("Privacy Policy"). If you do not agree to these Terms and/or Privacy Policy, do not register for, access, or use the Platform.
By accepting these Giga Techspace Terms and Conditions for Clients and entering into the Agreement, Clients represent and warrant that they have the full right, power, and authority to enter into the agreement, to perform obligations hereunder, and to grant the rights specified herein.
If you are accepting these Giga Techspace Terms and Conditions for Clients on behalf of the Client, you represent and warrant that you have the authority to bind the Client to these Terms and that you agree on behalf of the Client to be bound by these Terms.
DEFINITIONS
"Client Account" refers to an account set up on the Platform by the Client.
"Client Content" refers to any content provided by the Client in connection with the use of the Platform, including content subject to intellectual property rights (e.g., Client Profile, Project-related materials, trademarks, service marks, logos, photographic works, text, graphics, as well as any name, username, or image).
"Client Profile" refers to a dedicated Client profile (page) available on the Platform, containing all information about the Client.
"Specialist" refers to our qualified subcontractor providing Specialist Services through the Platform.
"Specialist Content" refers to any content used, created, and/or generated by the Specialist in connection with using the Platform and/or performing Specialist Services, including content subject to intellectual property rights (e.g., Specialist Profile, Specialist's Work Results, trademarks, service marks, logos, photographic works, text, graphics, as well as any name, username, or images).
"Specialist Profile" refers to a dedicated Specialist profile (page) available on the Platform, containing all information about the Specialist.
"Specialist Role" refers to the role of a Specialist within a Project who is assigned to provide specific Specialist Services.
"Specialist Services" refers to all design, drafting, planning, technical drawing, prototyping, modeling, documentation, and consulting services related to the development, adaptation, and/or customization of physical or technical structures and/or objects, provided on our behalf by the Specialist.
"Project Service Agreement" refers to the agreement formed between the Client and Giga Techspace in accordance with these Terms and the applicable Project.
"Gigenius" refers to a dedicated AI tool (chatbot) based on OpenAI solution, which is used for the creation of the Project by the Client.
"Giga Techspace Content" refers to the Platform, including but not limited to the Workspace; the logo, name, and visual identity of Giga Techspace; the logo, name, and appearance of the Platform; the logo, names, and appearance of specific features and functionalities of the Platform; the slogans of Giga Techspace; our content available on the Platform, including instructional videos, informational materials, graphics.
"Login Credentials" refers to your email address and password used to access the Platform.
"Milestone" refers to a specific stage of work within a Project (including specific tasks to be completed within a specified period of work time and by a specified deadline).
"Project" refers to a project created and published by you on the Platform. The Project specifies, among other things, the subject of the Specialist Services, the requirements for the Specialist's skills, the Specialist Role, as well as the expected work schedule and remuneration for the performance of the Specialist Services.
"Services" refers to all functionalities of the Platform provided to you by Giga Techspace. Any references to the Platform in these Terms also constitute references to the Services, unless expressly stated otherwise.
"Workspace" refers to a virtual, cloud-based environment, accessible via the Platform, used to perform Specialist Services. For avoidance of doubt, the Workspace shall be considered as part of the Platform. Any references to the Platform in these Terms also constitute references to the Workspace.
"Work Results" refers to all work results, including documents, designs, materials, files, or any other data created and/or generated in connection with the performance of the Project within the Project Service Agreement.
REPRESENTATIONS AND WARRANTIES
Mutual Representations and Warranties
2.1. Each party represents and warrants that it has the full right, power, and authority to enter into the Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder.
Additional Representations and Warranties of Client, and Authorized Representative
2.2. You represent and warrant to Giga Techspace that:
1. You are a registered business entity or at least 18 years of age.
2. You have not previously been suspended or removed from the Platform.
3. You use the Platform and/or Services solely on your own behalf.
4. Your registration and your use of the Platform and/or Services complies with these Terms and all applicable laws and regulations.
5. You own all Client Content or have obtained all permissions, releases, rights, or licenses required to engage in your sharing of data in connection with the Platform and/or Services without obtaining any further releases or consents; and Client Content and other activities in connection with the Platform and/or Services, and Giga Techspace's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary rights, nor does Client Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing or that may expose Giga Techspace to harm or liability of any nature.
6. You provide data, information, materials, content and files, in particular but not limited to the Client Content that are accurate, complete, reliable, lawful, timely, and error-free.
7. With respect to Specialist Services, (i) you acknowledge and accept that the Specialist Services you receive through the Platform are carried out by our independent contractors, i.e. Specialists acting as our subcontractors, (ii) you acknowledge and accept, for the avoidance of doubt, that Specialists are not our employees, partners, agents, or joint venturers of Giga Techspace, (iii) you acknowledge and accept, for the avoidance of doubt, that Specialists are not your employees, agents, or representatives, and you shall have no direct employment, supervisory, or contractual relationship with them, (iv) you provide accurate, up-to-date, valid information, data, and other materials, in particular regarding your experience, skills, and education, in a manner that is not misleading; (v) you hold all necessary licenses, permits, and authorizations required under applicable law to perform your activities and obtain Specialist Services through the Platform; (vi) you do not violate any rights, agreements and/or obligations to which you are a party and/or which relate to your business and may adversely affect Giga Techspace's obligations towards the Specialist.
8. You have the full right, power, and authority to enter into the agreements based on these Terms, to perform obligations hereunder, and to grant the rights specified herein. If you are accepting these Giga Techspace Terms and Conditions for Clients on behalf of the Client ("Authorized Representative"), you represent and warrant that you have the authority to bind the Client to all agreements based on these Terms and that you agree on behalf of the Client to be bound by these Terms. For avoidance of doubt, any actions undertaken by the Authorized Representative shall be deemed to have been performed on behalf of the Client and to have effect for the Client. The Client shall bear full liability for the acts and omissions of the Authorized Representative as if they were the Client's own.
GENERAL TERMS AND CONDITIONS OF USE OF OUR PLATFORM
Permissible Use of the Platform
3.1. Giga Techspace Platform is designed to facilitate the execution of Clients' Projects within a secure digital workspace, leveraging specialized software tools and the proven skills of our Specialists. By accepting these Terms and entering into the Agreement, you acknowledge and agree to use the Platform exclusively for its stated business purpose and intended use, in strict accordance with these Terms and all applicable laws and regulations.
3.2. Any action contrary to these Terms and applicable law, or any action that adversely affects the security of Giga Techspace, our Platform, Specialists, or other users, is strictly prohibited. This specifically includes, but is not limited to:
1. Using Platform and/or Services for the benefit or use of a third party.
2. Taking actions that could violate our rights or disrupt the proper functioning of the Platform, including using Services in a manner that would interfere with the Platform's operation, hinder Giga Techspace's business activities, and/or impede other users' access to the Platform.
3. Aggregating and processing data and other information available on the Platform for further use.
4. Employing any data acquisition techniques, robots, viruses, worms, software bugs, or other tools to collect and extract data from the Platform, or attempting to interfere with, hack, destroy, or limit the functions or security of the Platform.
5. Bypassing, disabling or otherwise interfering with any security technologies protecting any content, system resources, accounts or any other part of the Platform, or attempting or assisting another person in such activities.
6. Using or distributing tools designed to circumvent security measures (e.g. password guessing programs, tool cracking tools, or network probing tools).
Prohibited Work, Sanctions and Export Controls
3.3. You shall not use the Platform to post, publish, request, solicit, or otherwise cause or induce any Specialist to perform any Project or deliverable that relates to or materially supports:
1. weapons (including firearms, ammunition, weapon components or mounts), explosives (including bombs, detonators, propellants, or explosive devices), military or combat systems (including targeting, guidance, or lethality functions), or CBRN (chemical, biological, radiological, nuclear) materials or delivery systems;
2. warfare or terrorism, including work intended to enable or materially assist armed conflict, paramilitary activity, or any terrorist organization or listed person;
3. illegal drugs or controlled substances, including production, refinement, trafficking, or paraphernalia for illicit manufacture;
4. surveillance or intrusion tools designed to unlawfully intercept, exfiltrate, or disable systems;
5. any other activity that is unlawful where the Project is performed or that would cause Giga Techspace to violate applicable law or third-party rights.
3.4. You represent and warrant that you are not (and will not become) a person or entity listed on any applicable restricted-party list (including sanctions or export-control lists) and are not located in or ordinarily resident in any comprehensively sanctioned jurisdiction. You shall not request, publish, post, or direct any Project that involves, directly or indirectly, any sanctioned country, region, person, or entity.
3.5. You shall not request or cause any Specialist to access, receive, use, or generate defense documents, defense services, or technical data controlled under the ITAR, or other items/technology restricted under the EAR or similar regimes, unless Giga Techspace provides express prior written authorization and all required government licenses and approvals are in place. All end-use, end-user, and destination restrictions must be observed at all times.
3.6. If any requested item, service, or technology could be dual-use, you must assume that export-control restrictions may apply and must refrain from posting, publishing or requesting the Project unless and until Giga Techspace confirms in writing that it is permitted. Prohibited end-uses include, without limitation, nuclear, missile, or chemical/biological weapons or related activities.
3.7. If a Specialist Content contains any prohibited or regulated content, you must promptly notify Giga Techspace and await written guidance. Giga Techspace may request additional information, reassignment, or cancellation of the Project.
3.8. You shall not attempt to split tasks, use intermediaries, or otherwise circumvent this Section or any applicable law.
3.9. Giga Techspace may audit compliance, request supporting information, and suspend or terminate access to the Platform immediately for suspected or actual violations of this Section. You agree to cooperate with any compliance review or lawful inquiry.
3.10. You are responsible for losses, penalties, or government/third-party assessments that result from your breach of this Section.
Technical Requirements
3.11. To use the Platform, you must meet the following requirements:
1. An active Internet connection allowing two-way communication via HTTPS.
2. A correctly installed and configured, up-to-date web browser supporting HTML5 and cascading style sheets (CSS3), e.g. Google Chrome, Mozilla Firefox, Opera, Microsoft Edge. Web browsers should operate at a screen resolution of at least 1024x768 pixels.
3. JavaScript and cookies must be enabled (usually enabled by default in the browser).
3.12. You represent and warrant that you meet these requirements. However, compliance with the technical requirements does not guarantee uninterrupted or disruption-free use of the Platform. The use of our Platform may be affected by various factors beyond our control, including the quality and bandwidth of your internet connection, your geographical location, or the devices you use. We are not responsible for any errors, malfunctions, and/or problems caused by using the Platform without meeting the specified technical requirements.
3.13. For the avoidance of doubt, you are solely responsible for all costs associated with internet access. Using the Platform may involve data usage, subject to the terms of your agreement with your internet service provider.
Interruptions in Access to Platform
3.14. We strive to ensure the uninterrupted operation of the Platform and the continuous provision of our Services. To maintain high service quality and efficient Platform operation, we reserve the right to implement periodic interruptions for technical reasons necessary to update, upgrade, maintain, modify, and/or develop our Platform. Such activities may be performed by Giga Techspace and/or by authorized third parties, depending on the circumstances. We will use reasonable efforts to provide advance notice by posting a message on the Platform or by sending a notification to your email address. We will endeavor to ensure that technical interruptions occur between 10 p.m. and 6 a.m. In cases affecting the security or stability of the Platform, we reserve the right to temporarily suspend or restrict the provision of Services without prior notice.
Our Services
3.15. We provide Services that enable you to initiate, manage, and complete Projects through the Platform, including: creating a Client Account, maintaining a Client Profile, uploading Client Content, creating and publishing Projects, review applications from Specialists and select Specialists for specific Projects, entering Project Service Agreement, receiving, reviewing, and accepting Specialist's Work Results. Our Services may be supported by AI-based tools, including Gigenius, in accordance with these Terms. We reserve the right to change, modify, improve, or discontinue the Services if justified by our business objectives, the need to enhance the security and/or functionality of the Platform, or if required by applicable laws and regulations.
Electronic Communications
3.16. By using the Platform, you consent to receive electronic communications from us relating to your activities within the Platform and for operational and/or informational purposes. You further agree that your use of the Platform constitutes affirmative consent to our use of your electronic data, information, records, and digital signatures to satisfy any legal requirement that such information be provided in writing. You represent that you have not withdrawn such consent.
CLIENT ACCOUNT
Client Account Agreement. Client Account Deletion
4.1. Access to the Platform and/or Services is only possible through a Client Account. By creating a Client Account, you enter into an Agreement with us ("Client Account Agreement") under which you will receive unpaid access to the Client Account for an unlimited period of time, subject to these Terms.
4.2. You may delete your Client Account at any time by submitting a written or email request to Giga Techspace.
4.3. We reserve the right to delete the Client Account in the following cases:
1. Your breach of these Terms.
2. Planned discontinuation of the Platform.
3. If you do not use the Client Account for 6 consecutive months. Deletion of the Client Account is tantamount to termination of the Client Account Agreement.
4. If the KYB Procedure is not successfully completed within 30 business days due to a lack of response from the Client.
4.4. The deletion of your Client Account shall be deemed a termination of the Client Account Agreement. Any Project Service Agreements that are outstanding at the time of account deletion shall also terminate, provided that the conditions for termination by the Client set forth in these Terms have been satisfied. If such conditions are not met, your Client Account will remain active until any ongoing Partner Service Agreements have been fully performed and completed without reservation, at which point the Account will be deleted. Following deletion of the Client Account, we will retain your personal data only to the extent, and for the duration, necessary to comply with our legal, regulatory, or contractual obligations, after which the data will be securely deleted or anonymized.
Registration & KYB Procedure
4.5. The registration procedure consists of:
1. Entering your email address and password ("Login Credentials"). By clicking the sign-up button, you represent that you have read and fully accept these Terms and that you agree to undergo the KYB Procedure.
2. Entering the 6-digit verification code sent to the email address provided in the previous step.
3. Completing the basic profile information registration form with the following information:
• Your first name,
• Your last name,
• Your country of residence.
4. Completing the company details registration form with the following information:
• company name,
• company Tax ID,
• primary email,
• primary phone number,
• industry (optional),
• organization type (optional),
• organization size,
• registration address,
• operational address (if different from the registration address),
• billing address (if different from the registration address).
5. Successfully passing the KYB Procedure.
4.6. The data provided in the registration form must be unique and not currently exist in our user database; otherwise, we will not be able to create the Client Account.
Login Credentials
4.7. The Platform uses Login Credentials to authorize access to the Platform. Any actions and/or omissions performed using your Login Credentials will be deemed to be your actions and/or omissions. You are responsible for all such actions and/or omissions and for maintaining the confidentiality of your Login Credentials and for not disclosing them to any third parties. We only add your Login Credentials to our database for the purpose of providing you with access to the Platform.
4.8. The Login Credentials are used to authenticate access to the Platform. You are responsible for ensuring that only you have access to the Login Credentials, for preventing unauthorized access to the Platform through your Client Account, and for all activity of that Client Account. You are solely responsible for all activity conducted through your Client Account. You are responsible for any violation of these Terms by anyone who accesses the Platform through your Login Credentials. If you have any reason to believe that your Login Credentials have been compromised or that your Client Account has been accessed by a third party, you shall immediately notify us at legal@gigatechspace.com. You shall be solely responsible for any damage, loss profits and/or harm arising from any unauthorized use of your Login Credentials.
Client Account Data
4.9. We process personal data associated with Client Account and use of the Platform in compliance with applicable law and the information contained in Privacy Policy. WE MAY USE DATA YOU ENTER, PROVIDE, AND/OR GENERATE WHEN USING AI-POWERED FEATURES (SUCH AS DATA PROVIDED WHEN CREATING THE PROJECT) TO IMPROVE, MODIFY AND/OR DEVELOP OUR PLATFORM AND/OR SERVICES. HOWEVER, SUCH DATA WILL NOT BE USED TO TRAIN EXTERNAL AI SYSTEMS.
Team Member Account. Role-based Access
4.10. You may be authorised to create accounts for your employees or associates ("Team Member Account"). Unless otherwise specified, all rules relating to the Client Account shall apply mutatis mutandis to the Team Member Account.
4.11. All obligations incumbent on you under these Terms shall apply mutatis mutandis to an employee or associate using Platform. You shall be liable for all activities undertaken using the Team Member Account and for any actions or omissions of the employee or associate that are contrary to these Terms. The creation and activation of a Team Member Account is tantamount to making a declaration to that effect.
4.12. Once a Team Member Account is created, your employee or associates will receive an activation link via email. They will log in using that email address and a password.
4.13. The Team Member Account enables access to selected Services on your behalf, depending on assigned permissions. We reserve the right to impose limits on the number of Team Member Accounts and define role-based access.
4.14. You may delete a Team Member Account at any time using the dedicated Client Account functionality. Deletion of a Team Member Account will result in losing access to the data associated with a Team Member Account.
CLIENT PROFILE
5.1. The Client Profile allows you to add data about yourself, including information related to your business.
5.2. You agree to keep your profile information true, accurate, up to date, and not misleading.
CLIENT'S PROJECTS. PROJECT SERVICE AGREEMENT
Creating Projects
6.1. You can create a Project by selecting the appropriate option on the Platform. Each Project forms the basis for a Project Service Agreement between the Client and Giga Techspace, governed by these Terms. The process of creating a project begins with an AI-powered conversation with the Gigenius where you can set the basic parameters of your Project, including, but not limited to: Project name, description and visibility, Specialist Role, Specialist's required skills, level of Specialist's experience, billing method, deliverables. You may review and modify the basic parameters proposed by Gigenius through the conversation before publishing the Project, as well as add additional information and upload files to the Project.
6.2. The Project description and related information are divided into public sections (visible to all Specialists) and private sections (visible to Specialists with the Specialist Role in the given Project). When creating the Project, you must also determine whether the Project is public or private. A public Project is available for all Specialists. A private Project is available to Specialists by invitation, which you can send to those whom you consider best suited to be involved in your Project.
6.3. Within the Project, you determine the billing method. The following options are available:
1. Hourly-based (payment only for the actual hours spent performing work within the given Milestone); or
2. Milestone-based fixed price (payment for all agreed hours within the given Milestone).
The billing method cannot be changed after publishing the Project.
6.4. To publish a Project, you must conduct an AI-based conversation with Gigenius and, after making the necessary changes, consent to the publication of the Project on the Platform.
6.5. By consent to the publication of the Project on the Platform, you expressly confirm, warrant, and represent that:
1. You have read, fully understand, and accept these Terms without reservation.
2. You do not raise any objections to the Project, including the information, data and billing rules contained therein, and you confirm that the Project complies with the rules described in these Terms.
3. You hold all necessary qualifications, licenses, permits, and authorizations required under applicable laws or regulations to commission work under the Project.
4. The Project doesn't involve controlled US technologies and/or defense-related (defense industry) work and/or technologies.
5. There are no contraindications to concluding the Project Service Agreement and providing the Specialist Services in accordance with the Project and these Terms.
Receiving Applications. Project Service Agreement
6.6. After publishing the Project, you may receive applications from our Specialists for the Specialist Roles specified within the Project (only public Projects), or you may invite our Specialists to apply for the Project within a specific Specialist Role (public and private Projects). For the avoidance of doubt, the invitation does not result in the conclusion of any contract and it is only information that our Specialists can apply to the Project.
6.7. When the Specialist is submitting an application, they may propose on our behalf their own estimate of the number of hours required to complete the Milestone within the Specialist Role for which they are applying. You can accept or reject this proposal. Acceptance implies an appropriate price modification for Project.
6.8. Accepting the Specialist (Specialist's application) for the Specialist Roles within Project through the Platform constitutes the conclusion of the Project Service Agreement. Under the Project Service Agreement, we shall complete the Project or its part by providing the Specialist Services assigned to the Specialist Role. The Specialist Services will be delivered on our behalf by a Specialist selected and approved by you for the Specialist Role, with such Specialist acting solely as our subcontractor and under our responsibility. For the avoidance of doubt, no contractual relationship covering the provision of Specialist Services shall arise directly between you and any Specialist. If you do not accept the Specialist (Specialist's application), it will have no binding legal effect on you.
6.9. Under the Project Service Agreement, you are obligated to cooperate in good faith and provide Giga Techspace and the Specialist with all necessary information, materials, files, access, and assistance reasonably required for the proper and timely performance of the Project Service Agreement. You agree to perform your obligations in accordance with these Terms and the specific requirements set out in the applicable Project, including any relevant timelines, deliverables, approvals, and payment terms.
6.10. The Project Service Agreement must be performed using the Workspace. The Workspace is a cloud-based virtual environment accessible via the Platform, where the selected specialist software is used to perform the Specialist Services. It is prohibited to use any system, software, and/or IT solution other than the Workspace. It is also prohibited to use the Workspace for any activity unrelated to the Project Service Agreement.
6.11. For security, performance, and operational purposes, Giga Techspace may collect and monitor general usage parameters within the Workspace, including without limitation information about system performance (e.g., CPU, memory, and network utilization), session duration and timing (e.g., time elapsed between environment startup and active use), and the software applications accessed or executed. Such monitoring is limited to technical and usage-related metrics and does not involve any substantive review, evaluation, or assessment of the quality, accuracy, or adequacy of the Specialist's Work Results.
6.12. The Client Content provided for the performance of the Project Service Agreement must be provided exclusively within the Platform.
6.13. During the Project, you may extend:
1. the time of work on a given Milestone. This change will be notified to the Specialist assigned to the Specialist Role in the extended Milestone.
2. the original scope of work within the Project (by adding an additional Milestone). Any extension of the work will require the Specialist's consent via the Platform.
Specialist Services Acceptance Procedure
6.14. The Project Service Agreement shall be performed in accordance with the Milestones specified in the Project.
6.15. Upon completion of a given Milestone, the Specialist is obliged to notify us thereof via the Platform. You shall review the Specialist's Work Results performed under the Milestone within 14 business days from the date of such notification. During this time, you may accept the work or reject it and submit your comments via the Platform. If you submit comments, the Specialist is required to respond and make the necessary changes, corrections, edits, and/or additions to the Specialist's Work Results within 7 days, unless a different deadline has been agreed with you, in which case the Specialist will be notified via the Platform.
6.16. If, within 14 days of being notified of the completion of a specific Milestone, you do not submit any comments, we will assume that the Specialist's Work Results under the reviewed Milestone have been accepted without reservation. Your acceptance of Specialist's Work Results under the reviewed Milestone without reservations is tantamount to the performance of the Project Service Agreement in the part matching the reviewed Milestone and constitutes the basis for the payment in this respect.
Project Service Agreement Termination by Client
6.17. You may terminate the Project Service Agreement in the following cases:
1. If the Specialist fails to correct the comments you submitted regarding the Specialist's Work Results under the reviewed Milestone within the time limit specified above. In such a case, you may terminate the Project Service Agreement in its entirety or in part (in the part relating to the unaccepted Milestone and subsequent unperformed Milestones). In the event of partial termination of the Agreement, you will pay remuneration for the completed and accepted part of the Project Service Agreement, and you will be entitled to the Specialist's Work Results in accordance with the provisions of these Terms.
2. If a Milestone has not been performed due to the Specialist's fault within the deadline specified in the Project (we will inform you if a Milestone deadline is missed). In such a case, we may agree to a new deadline or you may terminate the Project Service Agreement in its entirety or in part (in the part relating to the unperformed Milestone and subsequent unperformed Milestones).
6.18. Regardless of the reason for termination of the Project Service Agreement, you will be entitled to the Specialist's Work Results accepted without reservations under these Terms, to the extent that the remuneration for the Specialist Services connected with these Work Results was paid.
REMUNERATION AND PAYMENT RULES
Remuneration for Project Service Agreement
7.1. Your acceptance of Specialist's Work Results under a reviewed Milestone without reservations is tantamount to the performance of the Project Service Agreement in the part matching the reviewed Milestone and constitutes the basis for the payment by you in this respect ("Remuneration for Work"). Remuneration for Work also includes remuneration (compensation) for transferring all rights, including intellectual property rights, to the Specialist's Work Results in accordance with these Terms.
7.2. The Remuneration for Work shall be calculated as:
1. The number of actual hours spent performing work within the given Milestone multiplied by the hourly rate (applies only to the hourly-based billing method).
2. The fixed fee allocated for the completion of a given Milestone (applies only to the Milestone-based fixed price billing method).
7.3. Unless otherwise agreed in writing with you, remuneration shall be paid in US dollars. The method of payment, and details of your payment obligations will be specified during the onboarding process and/or in the documentation accompanying the Project.
Service Fee
7.4. You may be required to pay an additional service fee ("Service Fee") for the use of the Platform and/or certain Services, as specified in the applicable pricing documentation or as communicated to you during registration or Project creation. The Service Fee may be calculated as a percentage of the Remuneration for Work or as a flat fee, depending on the applicable pricing model.
7.5. All fees and charges are exclusive of applicable taxes, duties, or other governmental assessments. You are responsible for any such taxes or charges imposed on your use of the Platform or the Services.
REVIEWS
Specialist Review
8.1. Upon completion of the Project and performance of the Project Service Agreement, you will have the opportunity to rate the Specialist. The rating is based on several criteria, using a scale from 1 to 5 stars. Your ratings will be entered into the system and combined with other ratings using an algorithm that determines the Specialist's final rating on a scale from 1 to 5 stars. The Specialist's rating is publicly disclosed on the Platform.
Representations and Warranties Regarding Reviews
8.2. You represent and warrant that:
1. Your ratings are truthful.
2. Your ratings constitute an honest assessment of the Specialist that reflects the actual state of affairs.
3. Your ratings do not constitute a deliberate, unfounded lowering of the Specialist's rating presented solely or primarily for the purpose of unjustifiably harming the Specialist's reputation or their ability to participate in Projects on the Platform.
4. Your ratings have not been paid for by any third party, nor given in exchange for any other benefit.
Client Review
8.3. Upon completion of the Project and performance of the Project Service Agreement, the Specialist will have the opportunity to rate you. The rating is based on several criteria, using a scale from 1 to 5 stars. The Specialist's individual ratings will be entered into the Platform and aggregated with other ratings using an algorithm that determines your overall rating on a 1 to 5 star scale. Your rating will be publicly disclosed on the Platform. You consent to being rated in accordance with this provision and acknowledge that such rating may affect your opportunities to engage Specialists for future Projects. Giga Techspace shall not be liable for any damage, loss of profits, and/or other harm resulting from the rating you receive, the Specialist's interpretation of the rating criteria, and/or the effect of your rating on your overall profile and/or Project opportunities.
NON-CIRCUMVENTION CLAUSE
9.1. You agree that during the term of the Agreement and for a period of 12 months following its termination, you shall not, directly or indirectly, engage or attempt to engage any Specialist outside of the Platform for the purpose of obtaining specialist services ("Non-Circumvention Clause"). This includes, without limitation, any action taken by: (i) you; (ii) an entity that employs you; or (iii) an entity that is personally or financially affiliated with you, that seeks to: (a) establish contact with any Specialist outside of the Platform for the purpose of obtaining specialist services; or (b) obtain specialist services from any Specialist in connection with Projects to which you had access through the Platform, or that are of a similar scope.
9.2. This Non-Circumvention Clause shall apply only within the geographic area where Giga Techspace operates or markets its services.
9.3. You acknowledge that any breach of the Non-Circumvention provisions set forth in this Section would cause irreparable harm and material damage to Giga Techspace, the extent of which would be difficult to calculate. Therefore, in the event of such a breach, you agree to pay Giga Techspace liquidated damages in the amount of $10,000 for each violation or, alternatively, for each month during which the breach continues.
9.4. The parties agree that this amount represents a reasonable estimate of the anticipated harm and is not a penalty.
9.5. This provision does not limit Giga Techspace's right to seek injunctive or equitable relief in addition to or in lieu of such damages.
9.6. This Non-Circumvention Clause shall be interpreted and enforced in accordance with the laws of the State of Texas and shall be severable to the extent necessary to ensure its enforceability.
INTELLECTUAL PROPERTY
Giga Techspace Content
10.1. Giga Techspace grants you a license to use Giga Techspace Content as specified in these Terms solely for the purpose of using the Platform. This license is non-exclusive, non-transferable, non-sublicensable, revocable, and remains valid for as long as you have access to the Platform. You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, and/or otherwise exploit Giga Techspace Content for any purpose except for your regular business use (as described above) and/or personal use, without the express written consent of Giga Techspace. The license does not constitute a basis for acquiring any exclusive rights, in particular but not limited to, any ownership rights, copyright, and/or moral rights to Giga Techspace Content.
10.2. Giga Techspace Content remains our property and may not be used, copied, sold, transferred, counterfeited, and/or imitated in any way, except for use as permitted under these Terms or with the prior written consent of Giga Techspace. Except for Giga Techspace's licenses granted under these Terms, we retain all rights to Giga Techspace Content and have full rights (to the fullest extent permitted by applicable law) to protect our rights. You represent and warrant that you will not engage in and/or perform any actions that infringe the above rights of Giga Techspace.
Client Content
10.3. You grant Giga Techspace a non-exclusive, non-transferable, non-sublicensable license to the Client Content, solely for the purposes of performing our obligations under these Terms and providing the Services to you. This license is revocable and remains valid for the duration of our contractual relationship with you. You retain ownership of all Client Content you provide.
10.4. You represent and warrant that you own all rights to the Client Content or have obtained all necessary permissions, releases, rights, or licenses to share such content in connection with your use of the Platform and the Services, without obtaining any further consents.
Specialist Content & Specialist's Work Results
10.5. Giga Techspace grants you a license to use the Specialist Content, including Specialist's Work Results, as specified in these Terms solely for the purpose of using the Platform and receiving the Specialist Services. This license is non-exclusive, non-transferable, non-sublicensable, revocable, and remains valid for as long as you have access to the Platform and/or you receive the Specialist Services (depending on the Specialist Content). Prior to your acceptance of the Specialist's Work Results without reservation, you agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, and/or otherwise exploit the Specialist Content for any purpose except for your regular business use (as described above) and/or personal use, without the express written consent of Giga Techspace and/or the Specialist. The license does not constitute a basis for acquiring any exclusive rights, in particular but not limited to, any ownership rights, copyright, and/or moral rights to the Specialist Content.
10.6. Prior to the acceptance of the Specialist's Work Results without reservation, the Specialist Content, including the Specialist's Work Results, remains the property of the Specialist and may not be used, copied, sold, transferred, counterfeited, and/or imitated in any way, except for use as permitted under these Terms or with the prior written consent of Giga Techspace and/or the Specialist. Except for Giga Techspace's licenses granted to you under these Terms, the Specialist retains all rights to the Specialist Content and has full rights (to the fullest extent permitted by applicable law) to protect its rights. You represent and warrant that you will not engage in and/or perform any actions that infringe the above rights of the Specialist and Giga Techspace.
10.7. With respect to the Specialist's Work Results accepted under these Terms without reservations, you are hereby informed that: Upon your full and final payment of the Remuneration for the relevant Milestone, the Specialist assigns and transfers to you, to the fullest extent permitted by applicable law, all rights, titles, and interests, including all intellectual property rights, to the Specialist's Work Results connected with the paid Milestone on an exclusive, perpetual, worldwide, and royalty-free and fully paid-up basis. This assignment includes, among other things, the right to use, reproduce, modify, adapt, publish, translate, create derivative works, distribute, publicly and/or otherwise perform and display the Specialist's Work Results in all formats and media channels currently known or developed in the future. The remuneration for the transfer of the rights described above is included in the Remuneration. You acknowledge and agree that no further payments, royalties, or other compensation shall be due now or in the future from the Giga Techspace and/or the Specialist to you and/or any third party in connection with the use or exploitation of the Specialist's Work Results by you or your successors and assigns. By transferring the above rights, to the fullest extent permitted by applicable law and/or legal theory, the Specialist expressly waives or agrees not to assert against you (depending on the applicable legal system) any "moral rights" that the Specialist may have, including the right of authorship, the right to be recognized as the author, the right to integrity and proper use, the right to decide on the first public disclosure, and the right to control the use of your work. This provision does not conflict with, is not affected by, does not exclude, or invalidate the licenses granted under these Terms. For the avoidance of doubt, these licenses are retained regardless of the transfer of rights under this provision. Prior to the full and final payment, the Specialist grants you a limited, revocable, non-exclusive, and non-transferable license to use the Specialist's Work Results provided through the Platform solely for the purpose of internal evaluation and acceptance, and for no other purpose whatsoever.
CLAIMS, REPORTING, CONTENT AND ACCOUNT MODERATION
Claims Mechanism
11.1. We provide a claims mechanism within the Platform for Specialists and Clients to report issues related to their activities in connection with the Project. Upon submission of a claim, Giga Techspace will promptly review the reported issue. We will then provide the submitting party with a response regarding the reported issue, along with a proposed resolution, no later than within 14 days from the submission date. We will analyze each submission individually and based on these Terms. We do not represent or warrant that the resolution will be satisfactory to the party submitting the claim and we shall not be liable for any damage, lost profits, or harm resulting from the resolution applied in accordance with these Terms or arising from the content of these Terms. You represent and warrant that any claims submitted by you will not violate applicable law, any rights, or legally protected interests, will not involve baseless accusations or defamation, will not be unfounded, and will not serve as an unjustified attempt to avoid the consequences of a breach of these Terms.
Reporting Obligation
11.2. You are obliged to promptly report to us any and all violations of law, the Terms, rights, and/or legally protected interests. You should also promptly report to us any information security incidents related to us, our Platform, the Specialist, the Project, and/or other users, as well as any incidents affecting the IT infrastructure security of the Platform and the cybersecurity of us, our Platform, the Specialist, the Project, and/or other users. Such violations may be reported using the claims mechanism specified in these Terms and/or Giga Techspace's contact details.
Content and Account Moderation
11.3. We do not conduct ongoing or general monitoring of content uploaded to the Platform by Specialists or Clients to ensure compliance with the law or these Terms. In particular, we do not verify Specialist Content or Client Content. However, if we determine - either on our own initiative or following a report or information from any source - that any data, information, materials, files, or content violate applicable law or these Terms, we may:
1. Restrict or block access to the specific content.
2. Permanently remove such content from the Platform.
3. Take any actions provided for by law, court judgment, and/or the decision of an authority and/or institution authorized to make a specific demand, as may be necessary to ensure compliance with the law and/or the Terms; and/or
4. Implement moderation measures with respect to the Client Account if the Client engages in repeated violations of applicable law or the Terms through such content.
We shall not be liable for any damage, loss profits and/or harm resulting from the application of this provision.
11.4. We do not monitor on an ongoing or general basis the activities conducted on the Platform by Specialists or Clients, regardless of their form. If we determine - on our own initiative or following a report or notification - that any activity violates applicable law or these Terms, we may:
1. Temporarily suspend (in whole or in part): access to Client Account, the ability to use the Platform, the provision of Services, and/or the use of Platform functionalities;
2. Permanently block (in whole or in part): access to Client Account, the ability to use the Platform, the provision of Services, and/or the use of Platform functionalities; and/or
3. Delete the Client Account.
We shall not be liable for any damage, lost profits, and/or harm resulting from the application of this provision.
11.5. If you believe that any action taken by us as described in Sections above was taken in error or without justification, you may file a claim using the claims mechanism described above.
WARRANTY DISCLAIMER
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, AND ANY CONTENT, INCLUDING SPECIALIST SERVICES AND SPECIALIST'S WORK RESULTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. GIGA TECHSPACE HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GIGA TECHSPACE DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, SERVICES, OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ASSUME ALL RISK FOR YOUR USE OF THE PLATFORM AND SERVICES AND YOUR RELIANCE ON ANY CONTENT PROVIDED THEREIN.
LIMITATION OF LIABILITY
13.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GIGA TECHSPACE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM, SERVICES, OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF GIGA TECHSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF GIGA TECHSPACE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, SERVICES, OR ANY CONTENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO GIGA TECHSPACE (IF ANY) IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).
13.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED BY APPLICABLE LAW, SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, GIGA TECHSPACE'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION
14.1. You agree to indemnify, defend, and hold harmless Giga Techspace, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
1. Your use of or access to the Platform, Services, or any Content;
2. Your breach of these Terms or any applicable law or regulation;
3. Your violation of any third-party rights, including intellectual property, privacy, or publicity rights;
4. Any Client Content you provide or make available through the Platform; and/or
5. Any dispute or claim between you and any Specialist or other user of the Platform.
14.2. Giga Techspace reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Giga Techspace in asserting any available defenses.
MISCELLANEOUS
Governing Law and Jurisdiction
15.1. These Terms, and any dispute arising out of or in connection with these Terms and/or the Platform and/or Services, shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to conflict-of-law principles.
15.2. Any dispute arising out of or relating to these Terms, including their interpretation, performance, or termination, shall be resolved exclusively by the state or federal courts located in Travis County, Texas, USA. You irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objection based on inconvenient forum.
Waiver of Class Actions
15.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
Relationship of the Parties
15.4. Nothing in these Terms is intended to or shall create a partnership, joint venture, agency, or employment relationship between you and Giga Techspace. You acknowledge that you are an independent entity using the Platform solely for your own commercial purposes, and that no fiduciary or special relationship exists between you and Giga Techspace.
Notices
15.5. All notices, requests, and other communications required or permitted under these Terms shall be in writing (including electronic form) and shall be deemed delivered when sent to the email address associated with your Client Account (for notices to you) or to legal@gigatechspace.com (for notices to Giga Techspace).
Amendments to Terms
15.6. We may amend these Terms at any time by posting revised Terms on the Platform, and we will use reasonable efforts to notify you of material changes by email. Continued use of the Platform after such changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.
Assignment
15.7. You may not assign or otherwise transfer any of your rights and/or obligations under these Terms without the prior written consent of Giga Techspace. We may, upon written notice to you, assign and/or otherwise transfer the agreement between you and us arising from these Terms to any of our affiliates and/or any third parties. Subject to the foregoing, these Terms and the agreement between you and us arising from them will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Force Majeure
15.8. Except with respect to the failure to pay fees due under these Terms, non-performance by either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, disruption, unavailability of the internet, governmental acts, orders, restrictions, failure of suppliers, and/or any other cause where failure to perform is beyond the reasonable control of, and not caused by the negligence of, the non-performing party.
Severability
15.9. If any provision of these Terms is invalid, illegal, and/or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
Entire Agreement
15.10. These Terms (including all orders and any referenced and/or attached policies, documents, and exhibits) contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, and/or conditions, and neither party has relied upon any representation, express or implied, not contained in these Terms. In the event of a conflict between the terms of any agreement and these Terms, these Terms shall prevail.
Language
15.11. These Terms have been prepared in English, and an English language version will govern their interpretation and construction. A translated version may also be provided for your convenience and to help you better understand your rights and obligations. Both the English version and the translated version are binding; however, if there is any inconsistency or conflict, the English version will control.
Insurance
15.12. Giga Techspace maintains a Technology Insurance Policy covering, among other things, professional liability, sub-contractor vicarious liability and cyber events, for the benefit of its business operations.
CONTACT
We have done our best to explain things clearly for you. However, if you have any questions or complaints, please contact us at legal@gigatechspace.com.