GIGA TECHSPACE TERMS AND CONDITIONS FOR CLIENTS

Last modified and effective as of Apr 29, 2026

PLEASE REVIEW THESE TERMS IN THEIR ENTIRELY. 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.

1. DEFINITIONS

“Billing Cycle” refers to a defined time-based work period within a Project applicable to the hourly-based billing method, during which a Specialist may perform and report billable hours for Specialist Services. The parameters of a Billing Cycle are specified in the Project and may include, among other things, the duration of the cycle (payment schedule) and any applicable limits on billable hours per cycle.

“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.

“Specialist’s 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. For the avoidance of doubt, all Specialist’s Work Results constitute work results delivered by Giga Techspace to the Client as part of the Project, and Giga Techspace remains the sole contractual counterparty responsible for the delivery of such work results under these Terms.

“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.

2. 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) nothing in these Terms or in any Project Service Agreement shall be construed as creating or implying any staffing, labor-leasing, employment placement, or joint-employment relationship between you, Giga Techspace, and any Specialist, (v) Giga Techspace does not assign, second, or lease Specialists to Clients and does not operate as a staffing or employment agency, (vi) 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; (vii) you hold all necessary licenses, permits, and authorizations required under applicable law to perform your activities and obtain Specialist Services through the Platform; (viii) 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.

3. 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 approve the assignment of a Specialist 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.

No Engineering Services; Platform Role
3.16 For the avoidance of doubt, Giga Techspace does not:
    1. Provide engineering services or any other services requiring a professional engineering license.
    2. Exercise engineering judgment.
    3. Make engineering decisions.
    4. Seal, stamp, certify, approve, or assume responsibility for any Specialist’s Work Results, technical work, drawings, models, calculations, or other outputs generated through the Platform.
    5. Hold itself out as an engineering firm, drafting firm, or as a provider of licensed or regulated design services, and does not operate as a staffing agency, employment agency, labor-leasing company, or talent marketplace.
3.17 All services provided by Giga Techspace in connection with Projects constitute managed, non-engineering technical production services delivered through the Platform by independent Specialists acting as subcontractors of Giga Techspace. You acknowledge and agree that any Specialist’s Work Results and other outputs generated through the Platform are produced solely for your review, approval, and use, and that you, together with your licensed professionals, including your professional engineer of record (if applicable), retain full responsibility for all engineering judgment, regulatory compliance, code interpretation, sealing, stamping, certification, and final approval of all work products. You shall not rely on Giga Techspace for any engineering determination or professional judgment.
3.18 This Section applies regardless of any terminology used elsewhere in these Terms, on the Platform, or in any Project, Milestone, Billing Cycle or Specialist Role description.

Electronic Communications
3.19 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.

4. 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,
        * your phone number.
    4. Completing the company details registration form with the following information:
        * company name,
        * company Tax ID,
        * primary email,
        * primary phone number,
        * industry,
        * organization type,
        * 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, which includes a verification of you based on the information provided during the registration procedure and other information reasonably available to us, whether obtained directly by us or through third-party service providers acting on our behalf. As part of the KYB Procedure, we may contact you directly, request additional information or documents, or take other reasonable steps to verify your identity, business details, and eligibility to use the Platform. The successful completion of the KYB Procedure remains at our sole discretion.
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, associates, or other authorized representatives (“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 any employee, associate, or other authorized representative using the Platform on your behalf. 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. Any actions taken through a Team Member Account shall be deemed actions taken by you and on your behalf. 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.

5. 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.

6. 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 for the actual hours spent performing work within the applicable Billing Cycle at the agreed hourly rate); or
    2. Milestone-based fixed price (payment of the fixed amount assigned to the completion of a 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 You are solely responsible for providing complete, accurate, and lawful Project descriptions and related information, including all technical parameters, constraints, and instructions necessary for the proper performance of the Project Service Agreement. Where applicable law requires that any portion of the Specialist’s Work Results be prepared, reviewed, or developed under the supervision, direction, or responsible charge of a licensed professional engineer or other licensed professional, you shall ensure that such requirements are reflected in the Project description and related information provided through the Platform prior to the publication of the Project on the Platform. Giga Techspace does not verify the sufficiency or regulatory adequacy of such descriptions and related information and assumes no responsibility for determining whether supervision or licensed professional involvement is required under applicable law.
6.6 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
6.7 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.
6.8 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 or to perform the work within the applicable Billing Cycle for the Specialist Role for which they are applying. You can accept or reject this proposal. Acceptance implies an appropriate price modification for Project.
6.9 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.
6.10 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.
6.11 Where applicable law requires that any portion of the Specialist Services or Specialist’s Work Results be subject to supervision, responsible charge, or oversight by your licensed professional engineer or other licensed professional, you shall ensure that all supervision-related instructions, parameters, comments, and feedback are communicated exclusively through the Platform. The initiation, coordination, and timing of any such supervision shall remain your sole responsibility, and Giga Techspace shall have no responsibility or liability for any failure to obtain, maintain, or document such supervision. The Platform serves as the authorized communication mechanism for supervision-related matters, with Giga Techspace acting as the primary contractual interface. Nothing in this provision shall be construed to create any direct contractual, supervisory, or professional relationship between your licensed professionals and any Specialist.
6.12 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.
6.13 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. Such usage parameters may also be used for the purposes of detecting, investigating, and responding to security incidents, misuse of the Platform, or violations of these Terms.
6.14 The Client Content provided for the performance of the Project Service Agreement must be provided exclusively within the Platform.
6.15 You acknowledge and agree that, upon acceptance of a Specialist (Specialist’s application) for a specific Specialist Role through the Platform, resulting in the conclusion of a Project Service Agreement in accordance with these Terms, the scope, timelines, milestones, billing cycles and all other information associated with such Specialist Role may not be modified through the Platform. If, for business or operational reasons, changes to the scope of work, timelines, or deliverables within the scope of such Specialist Role are required, the applicable Project Service Agreement must be terminated in accordance with these Terms and a new Specialist Role must be created through the Platform, resulting in the conclusion of a new Project Service Agreement for such Specialist Role. For the avoidance of doubt, no modification to a Specialist Role shall be effective unless expressly supported and implemented through the Platform in accordance with its then-current functionality.

Classification and Use of Specialist’s Work Results
6.16 The Specialist’s Work Results delivered by Giga Techspace in connection with any Project are provided as non-engineering technical production outputs and are contractually classified as preliminary technical data, draft or production documentation, and materials requiring professional engineering review.
6.17 The Specialist’s Work Results are provided solely for your review, coordination, and approval processes and do not constitute engineering designs, final construction documents, sealed or stamped materials, regulatory submissions, or professional opinions or certifications.
6.18 Where applicable, any technical data, calculations, or similar materials forming part of the Specialist’s Work Results must be reviewed, approved, and assumed by your licensed professionals, including your professional engineer of record (if applicable), prior to any reliance, implementation, submission, or use for construction or regulatory purposes, regardless of whether such materials are labeled or otherwise designated for professional review.
6.19 If, under applicable law, the use, reliance upon, or implementation of any portion of the Specialist’s Work Results requires direct supervision, responsible charge, or documented oversight by a licensed professional engineer or other licensed professional, you shall be solely responsible for ensuring that such supervision and oversight are properly obtained and maintained. Any use of the Specialist’s Work Results without satisfying such applicable supervision or licensing requirements shall be deemed outside the scope of permitted use under these Terms.
6.20 You acknowledge and agree that it shall not rely on the Specialist’s Work Results for any engineering determination or professional judgment and that all engineering judgment, regulatory compliance, code interpretation, sealing, stamping, certification, and final approval remain solely your responsibility.
Project Service Agreement Acceptance Procedure
6.21 The Project Service Agreement shall be performed in accordance with the Milestones specified in the Project and/or, where the hourly-based billing method applies, within the applicable Billing Cycles specified in the Project.
6.22 Upon completion of a given Milestone (and/or Billing Cycle, where applicable), we shall notify you thereof via the Platform based on the Specialist's statement. You shall review the Specialist’s Work Results performed under the Milestone (and/or Billing Cycle, where applicable) and the applicable Project Service Agreement within the 14 business days. During this time, you may accept the work or reject it and submit your comments via the Platform. If comments are submitted, we shall inform the Specialist about them and the Specialist shall be 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.
6.23 If, within 14 days of notifying you of the completion of a specific Milestone (and/or Billing Cycle, where applicable), you do not send us your acceptance or rejection (with appropriate comments, if applicable), we will assume that the Specialist’s Work Results under the reviewed Milestone (and/or Billing Cycle, where applicable) and the applicable Project Service Agreement have been accepted by you without reservation. Your acceptance of the Specialist’s Work Results under the reviewed Milestone (and/or Billing Cycle, where applicable) without reservations is tantamount to the performance of the Project Service Agreement in the part matching the reviewed Milestone (and/or Billing Cycle, where applicable) and constitutes the basis for your payment of remuneration to Giga Techspace in this respect.
6.24 You shall exercise your right to reject the Specialist’s Work Results solely on the basis of a proper review conducted with due diligence, in accordance with professional standards and applicable industry and technical criteria. In particular, you shall not reject the Specialist’s Work Results to unreasonably delay or block the transition to the payment phase.

Project Service Agreement Termination Due to Client’s Fault
6.25 We reserve the right to terminate the Project Service Agreement in the following cases:
    1. If we have reliable reasons to claim that you unreasonably withhold acceptance or repeatedly submit unjustified objections to properly delivered Specialist’s Work Results. In such cases, we may terminate the Project Service Agreement in the part corresponding to the unaccepted Milestone (and/or, where the hourly-based billing method applies, the applicable Billing Cycle) and all subsequent Milestones and/or Billing Cycles. You will remain liable for payment of remuneration for the Milestones and/or Billing Cycles (where applicable) properly completed and accepted prior to termination.
    2. If your failure to provide necessary information, input, feedback, access, material, files and/or other cooperation materially delays or obstructs the provision of Specialist Services under the Project. In such cases, we may terminate the Project Service Agreement in whole or in part. You will be liable for any work already completed and for any reasonable costs incurred due to such delay or disruption.
    3. If you perform the Project Service Agreement in breach of these Terms or applicable laws and regulations. In such event, we may terminate the Agreement with immediate effect and without liability for any further performance or compensation. You will be liable for any work already completed and for any reasonable costs incurred due to such behavior.
    4. If you attempt to circumvent the Platform, solicit or engage the Specialist outside the Platform. In such cases, we reserve the right to terminate the Project Service Agreement and take further legal action if necessary and applicable. You will be liable for any work already completed and for any reasonable costs incurred due to such behavior.

Project Service Agreement Termination by the Client; Specialist Replacement Procedure
6.26 The Client may terminate the Project Service Agreement or request replacement of a Specialist under the conditions set out in this Section and subject to the applicable Project parameters. Detailed rules for termination or replacement, including any notice periods, grounds, and consequences, shall be specified within the Project description or in separate documentation made available on the Platform, to the extent permitted by applicable law and these Terms.
Project Service Agreement Termination by the Client; Specialist Replacement Procedure
6.26 The Client may terminate the Project Service Agreement at any time through the Platform with effect for the future. In the event of termination: (i) with respect to the Milestone-based fixed price billing method, the Client shall remain obligated to pay the full Remuneration for any Milestone that is in progress as of the effective date of termination, as well as for any Milestones completed and accepted prior thereto; and (ii) with respect to the hourly-based billing method, the Client shall remain obligated to pay the Remuneration corresponding to the actual hours spent performing work within the applicable Billing Cycle up to the effective date of termination. Any rights, licenses, or intellectual property already transferred under these Terms shall remain unaffected. Provisions concerning confidentiality, governing law, dispute resolution, limitation of liability, and any other clauses which by their nature are intended to survive termination, shall remain in full force and effect notwithstanding termination of this Agreement.
6.27 If our Specialist assigned to the Project in the Specialist Role becomes unavailable due to (i) a chronic or long-term illness, or other medical condition reasonably expected to prevent the Specialist from completing the relevant Milestones and/or performing work within the applicable Billing Cycles within the agreed timeline, (ii) permanent unavailability resulting from termination or suspension of such Specialist’s business activities, or (iii) the Client’s reasonable 3 rejection of the same Milestone, in accordance with these Terms, on the grounds that the Specialist’s Work Results were not consistent with the specifications set forth in the Project and/or Client’s comment, then Giga Techspace shall, at its sole cost and expense, propose one or more qualified replacement Specialists within 10 business days.
6.28 The Client may select a replacement Specialist from among the candidates proposed by Giga Techspace, provided that such selection shall not be unreasonably withheld or delayed. In the event no replacement Specialist is accepted by the Client within 15 business days of proposal, the Parties shall discuss in good faith the continuation of the Project, including potential adjustment of the Project timeline.
6.29 The replacement shall not result in any additional costs for the Client. For the avoidance of doubt, Giga Techspace shall bear all costs of replacement to the extent such costs exceed the agreed Remuneration under the Project Service Agreement. The Agreement shall otherwise remain in full force and effect with Giga Techspace as the sole contracting party

7. REMUNERATION AND PAYMENT RULES

7.1 Your acceptance of Specialist’s Work Results under a reviewed Milestone (and/or, where the hourly-based billing method applies, the applicable Billing Cycle) without reservations is tantamount to the performance of the Project Service Agreement in the part matching the reviewed Milestone (and/or, where the hourly-based billing method applies, the applicable Billing Cycle) and constitutes the basis for the payment of Giga Techspace’s remuneration payable by you in this respect (“Remuneration”). For the hourly-based billing method, Remuneration is calculated based on the actual hours worked within the applicable Billing Cycle, irrespective of whether the work forms part of a Milestone deliverable. The amount of Remuneration is determined at the time of Project creation and accepted by the Client upon publication of the Project. The Remuneration may only be changed in accordance with the rules described in these Terms.
7.2 Remuneration consists of the comprehensive services provided by Giga Techspace under the Project Service Agreement, including: a fully managed specialist service provided via the Platform, verified specialist talent, secure remote workspace, licensed specialist software, Platform for Project management, approvals and billing. Remuneration also includes remuneration (compensation) for transferring all rights, including intellectual property rights, to the Specialist’s Work Results in accordance with these Terms.
7.3 Unless otherwise agreed in writing with the Client, Remuneration shall be paid in U.S. dollars. Each payment of Remuneration shall be made no later than within fourteen (14) business days from the date of the Client’s acceptance of Specialist’s Work Results under a reviewed Milestone (and/or, where the hourly-based billing method applies, the applicable Billing Cycle) without reservations, either: (i) by credit or debit card via the Platform, processed by Stripe or another payment service provider designated by Giga Techspace from time to time; or (ii) by bank transfer based on an invoice issued by Giga Techspace and delivered electronically to the Client, to the bank account specified in such invoice and in accordance with the payment instructions included therein. For bank transfer payments, the Client shall use the payment reference (transfer title) provided in the invoice or payment instructions. Failure to include the required payment reference may delay the recognition and allocation of the Remuneration. Payment shall be deemed made on the date the card payment is successfully confirmed by the applicable payment service provider (in the case of card payments) or on the date the funds are credited to Giga Techspace’s bank account (in the case of bank transfer). The Client shall bear any bank transfer fees and charges.
7.4 Where payment is made by credit or debit card or other electronic payment method made available through the Platform, the Client authorizes Giga Techspace to charge the applicable payment method for all amounts due under the applicable Project Service Agreement. Any chargeback, payment dispute, reversal, or similar action initiated by the Client or a payment service provider shall not relieve the Client of its obligation to pay Remuneration due under these Terms for Specialist’s Work Results that have been completed and accepted in accordance with these Terms. Giga Techspace reserves the right to contest any chargeback or payment dispute and to recover any amounts subject to such chargeback or reversal, including by recharging the applicable payment method or pursuing other remedies available under these Terms or applicable law. Nothing in this provision limits any rights the Client may have under mandatory provisions of applicable law.

8. REVIEWS

Specialist Review
8.1 Upon completion of the Project and performance of the Project Service Agreement, you will have the opportunity to rate our 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 engage for work on the Platform.
    4. You have not been paid for by the Specialist or any third party for positive ratings, nor given in exchange for any other benefit.

Client Review
8.3 Upon completion of the Project and performance of the Project Service Agreement, our 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 obtain Specialist Services under 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 your ability to obtain future Specialist Services.

9. CONFIDENTIALITY

Confidential Information
9.1 “Confidential Information” refers to all data, information, materials, files, and content that is marked as proprietary or confidential, or should reasonably be considered as such in the ordinary course of business given its nature and the circumstances of its disclosure. This information is, but is not limited to, of an organizational, technical, economic, business, and/or legal nature. Under these Terms, Confidential Information specifically includes, but is not limited to:
    1. Information contained in the Project.
    2. Client Content within the Project.
    3. Correspondence concerning the Project and Project Service Agreement.
    4. Any data, information, materials, files, and content made available to the Client by the Specialist and/or Giga Techspace on an exclusive basis.
9.2 Confidential Information does not include any information that the Client can demonstrate:
    1. Is Specialist’s Work Results in which all intellectual property rights have been duly transferred to the Client pursuant to these Terms.
    2. Is or becomes generally known to the public without a breach of any obligation owed to the Specialist and/or Giga Techspace.
    3. Was known to the Client prior to its disclosure by the Specialist and/or Giga Techspace.
    4. Was fully independently developed by the Client without a breach of any obligation owed to the Specialist and/or Giga Techspace.
    5. Is received from a third party without any duty of confidentiality owed to the Specialist and/or Giga Techspace.
    6. Is unequivocally designated as non-confidential by the Specialist and/or Giga Techspace.

Confidentiality Obligations
9.3 You are obligated, to the fullest extent permitted by applicable law, to keep all Confidential Information strictly proprietary and confidential and not to disclose it to any third party and/or the public. This includes taking all necessary steps to ensure its proprietary nature and confidentiality. This obligation and this Section of these Terms shall survive the termination of the Client Account Agreement and/or the Project Service Agreement.
9.4 You are permitted to disclose Confidential Information to the Specialist and/or Giga Techspace if such Confidential Information:
    1. Originates from those entities.
    2. Is directly related to your use of the Platform.
    3. Is directly related to the performance of work by the Specialist under the Project.
    4. Is reasonable, lawful, and consistent with the principles of maintaining the proprietary and confidentiality of the Confidential Information to provide such information to the Specialist and/or Giga Techspace.
9.5 You are also permitted to disclose Confidential Information to third parties (e.g., courts, authorities) if required by applicable laws and regulations, a judgment, or a decision from a court, authority, or institution authorized to make such a request. You must notify Giga Techspace before disclosing such data, if such notification is permitted by law, and maintain confidentiality to the fullest extent possible under the circumstances.
9.6 You are further permitted to disclose Confidential Information, if applicable, to your consultants and legal advisors who are bound by similar or more stringent confidentiality restrictions and have a need to know for purposes of your exercise of rights or performance of obligations under Client Account Agreement and/or the Project Service Agreement.

10. INTELLECTUAL PROPERTY

Client Content
10.1 You grant Giga Techspace a license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly and/or otherwise perform and display, and use the Client Content in all media formats and channels now known or hereafter developed, without compensation to you and/or any third party, for purposes related to the provision, operation, improvement, and promotion of the Platform and/or our Services. This license is non-exclusive, transferable, royalty-free, perpetual, worldwide, unlimited (as to the number of copies) and fully paid-up. Under this license, Giga Techspace may grant sublicenses without limitation as to the number of sublicense tiers. This license authorizes Giga Techspace, in particular but not limited to use Client Content in the following fields of exploitation: making copies by magnetic or digital recording techniques, placing into circulation, lending, leasing, public performance, exhibition, display, playback, broadcasting and rebroadcasting, as well as making the work available to the public in such a way that anyone can access it at a place and time of their choosing, live streaming. By granting this license, to the fullest extent permitted by applicable law and/or legal theory, you expressly waive or agree not to enforce against Giga Techspace (depending on the applicable legal system) any “moral rights” you may have in relation to the Client Content, including the right of authorship, the right to attribution, the right to integrity and proper use, the right to decide on the first making available to the public, and the right to control the use of your work.

Giga Techspace Content
10.2 Giga Techspace grants you a license to use the Giga Techspace Content as specified in these Terms for the purpose of use of the Platform and performing the Project Service Agreement. This license is non-exclusive, non-transferable, non-sublicensable, revocable, and remains valid for as long as you have access to the Client Account as determined in these Terms. You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, reverse-engineer, distribute, transmit, and/or otherwise exploit the Giga Techspace Content, including Platform and/or any of its data, information, materials, files and content for any purpose except for your regular business use (as described above) without the express written consent of Giga Techspace. The license does not constitute a basis for you for acquiring any exclusive rights, in particular but not limited to any ownership rights, copyright, and/or moral rights to the Giga Techspace Content, including but not limited to elements created by Giga Techspace and/or at their request that, as a result of such actions, constitute a separate subject of Giga Techspace’s rights.
10.3 Except for the Giga Techspace’s licenses granted to you under these Terms, Giga Techspace retains all rights to the Giga Techspace 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 Giga Techspace.
10.4 While using the Platform, you may receive from us data, information, and/or content directing you to third-party content, for example via links. Any activities undertaken with third parties outside the Platform, such as using their content and/or corresponding with them, are not covered by the Terms and are subject to separate legal relationships, documents, and agreements in accordance with the policies of the relevant third party, for which Giga Techspace assumes no responsibility.

Specialist Content
10.5 Unless otherwise specified in these Terms, Giga Techspace grants you a license to use the Specialist Content as specified in these Terms solely for the purpose of performing the Project Service Agreement. 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 perform the Project Service Agreement (depending on the Specialist Content). 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 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 Unless otherwise specified in these Terms, the Specialist Content 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 the Giga Techspace and/or the Specialist. Except for Giga Techspace’s licenses granted to you under these Terms and for the Specialist’s transfer of rights to Specialist’s Work Results to you, 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 and/or the applicable Billing Cycle (under the hourly-based billing method), 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 and/or the applicable Billing Cycle (under the hourly-based billing method) 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.

11. 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. 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.
We shall not be liable for any damages, loss of profit, or other harm resulting from the application of this provision. Suspension or blocking under this clause does not release the Specialist and/or Client from any obligation to pay fees accrued before the date of suspension or blocking, or that otherwise become due in connection with the use of the Platform before such actions were taken.
11.5 We may take the actions specified in this part of these Terms without any prior or subsequent notice, warning, information, and/or without providing any explanation. Giga Techspace will endeavor, if possible under the circumstances, to provide advance warning and/or subsequent information and/or explanation regarding the actions taken under these provisions; however, this shall not be construed as an obligation and/or guarantee of Giga Techspace.

DMCA Disclaimers
11.6 We make diligent efforts to comply with the Digital Millennium Copyright Act ("DMCA"). This section shall constitute notification of our policy to terminate, where appropriate, the accounts of repeat infringers. We will take enforcement actions consistent with the DMCA. Additional information regarding DMCA compliance, including procedures for submitting notices of claimed infringement, may be obtained by contacting our designated DMCA agent at legal@gigatechspace.com.
11.7 You acknowledge that we act solely as a passive conduit for the transmission of any data, materials, or information you upload to or transmit through the Platform and that we rely entirely on the accuracy and lawfulness of such content. We are under no obligation to verify any data, information, materials, content, or files provided by you, and you represent and warrant your compliance with this principle.

12. DISCLAIMER

YOUR USE OF OUR PLATFORM, SERVICES AND ANY CONTENT OR MATERIALS PROVIDED WITHIN THE PLATFORM IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR PLATFORM, SERVICES, AND ANY CONTENT OR MATERIALS PROVIDED WITHIN THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GIGA TECHSPACE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, GIGA TECHSPACE DOES NOT REPRESENT OR WARRANT THAT OUR PLATFORM, SERVICES OR ANY CONTENT PROVIDED WITHIN THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT ACCESS TO OUR SERVICES OR ANY CONTENT PROVIDED WILL BE UNINTERRUPTED. WHILE GIGA TECHSPACE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT PROVIDED WITHIN THE PLATFORM SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR PLATFORM, SERVICES OR ANY CONTENT PROVIDED WITHIN THE PLATFORM, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT OR MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM, SERVICES AND ANY CONTENT PROVIDED WITHIN THE PLATFORM, INCLUDING ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF GIGA TECHSPACE, GIGA TECHSPACE PARTIES, AND GIGA TECHSPACE’S RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

13. LIMITATION OF LIABILITY & INDEMNIFICATION

Liability Limitation
13.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GIGA TECHSPACE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY – WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE (AND GROSS NEGLIGENCE), STRICT LIABILITY, WARRANTY, AND/OR OTHERWISE – FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, AND/OR SPECIAL DAMAGES AND/OR LOST PROFITS, EVEN IF GIGA TECHSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 THE TOTAL LIABILITY OF GIGA TECHSPACE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE PLATFORM, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE GREATER OF:
    1. THE TOTAL AMOUNT PAID BY YOU TO GIGA TECHSPACE UNDER THESE TERMS AND THE APPLICABLE PROJECT SERVICE AGREEMENTS DURING THE MOST RECENT TWELVE-MONTH PERIOD, OR
    2. IF YOU HAVE NOT PAID GIGA TECHSPACE, THE AMOUNT OF US $100.
13.3 THE LIMITATIONS SET FORTH IN THIS PART OF THE TERMS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, AND/OR INTENTIONAL MISCONDUCT OF GIGA TECHSPACE OR OUR SPECIALIST (WITHIN THE PROJECT SERVICE AGREEMENT) AND/OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND/OR EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification
13.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE GIGA TECHSPACE, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS AND SPECIALISTS FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF GIGA TECHSPACE, ITS PARTIES, OR SPECIALISTS.
This release includes, without limitation, claims arising out of or related to disputes concerning your use of the Platform and the acts or omissions of third parties (other than Giga Techspace or Specialists).
13.5 To the fullest extent permitted by applicable laws, you agree to indemnify, defend, and hold harmless Giga Techspace, its agents, partners, officers, directors, employees, and Specialists (individually and collectively, the “Giga Techspace Parties”) from and against any and all liabilities, losses, claims, demands, damages, lost profits, harms, expenses, and/or costs (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising out of or related to:
    1. Your Client Content.
    2. Your violation of these Terms, in particular your access to and/or use of the Platform in violation of these Terms.
    3. Any inaccuracy of your representations and/or warranties made under these Terms, and/or your failure to fulfill any warranties made under these Terms.
    4. Your violation, misappropriation, or infringement of any rights of Giga Techspace, a Specialist, and/or any third party (including intellectual property rights or privacy rights).
You will be promptly notified by the Giga Techspace Parties of any third-party Claims. You shall cooperate in good faith with the Giga Techspace Parties in defending such Claims and pay all reasonable fees, costs, and expenses associated with the defense (including attorneys’ fees). Giga Techspace Parties shall retain the right to control the defense and/or settlement of any third-party Claims, provided that such control is exercised in good faith and does not unreasonably prejudice your interests.
This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Giga Techspace and/or the other Giga Techspace Parties.
13.6 To the extent required by applicable law, including but not limited to Chapter 151 of the Texas Insurance Code (the Texas Anti-Indemnity Act), where indemnification is prohibited or restricted by applicable law – the indemnification obligations set forth in this part of Teams shall not apply to any liability of Giga Techspace arising from its own gross negligence, willful misconduct, fraud, and/or in any other case where indemnification is prohibited or restricted by applicable law.

14. APPLICABLE LAWS AND DISPUTES

Class Action Waiver and No Arbitration
14.1 BY AGREEING TO THESE TERMS, AND TO THE EXTENT NOT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND US WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF AND/OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION AND/OR OTHER REPRESENTATIVE PROCEEDING. NO ARBITRATION AND/OR OTHER PROCEEDING SHALL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO THE RELEVANT PROCEEDINGS. THE COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND/OR OTHERWISE PRESIDE OVER ANY FORM OF A CLASS AND/OR REPRESENTATIVE PROCEEDING. IF ANY PORTION OF THIS PROVISION IS FOUND TO BE UNENFORCEABLE, THE REMAINING PORTIONS OF THIS PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.
14.2 You and we hereby jointly declare that no provision of the Terms shall be construed as an agreement to arbitrate, to engage in class arbitration, and/to participate in mass arbitration in the scope of any claim and dispute directly or indirectly arising from and/or relating to the Terms.

Governing Law and Jurisdiction
14.3 These Terms, and any disputes directly or indirectly arising from and/or relating to them, will be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. The state and federal courts located in the County of Travis County, Texas, shall have exclusive jurisdiction over any claim and dispute directly or indirectly arising from and/or relating to these Terms that shall be filed and resolved by these courts. You and Giga Techspace waive any objection to the venue in any such courts and consent to personal jurisdiction therein. The parties hereby exclude any type of arbitration in relation to any claim and dispute directly or indirectly arising from and/or relating to these Terms.

Dispute with Third Parties; No Privity
14.4 Giga Techspace is not a party to, and assumes no responsibility for, any communications, interactions, negotiations, or arrangements between you and any Specialist or other third party that occur outside the scope of a Project governed by these Terms or otherwise outside Giga Techspace’s authorization or control. Any dispute arising out of or relating to such off-scope interactions shall be solely between you and the applicable third party, and you hereby irrevocably release Giga Techspace from any and all claims, demands, and damages (actual or consequential), of every kind and nature, whether known or unknown, arising out of or in any way connected with such disputes. Nothing in this Section shall be construed to create any contractual relationship, privity, partnership, joint venture, or agency between you and any Specialist or other third party through Giga Techspace, except as expressly set forth in these Terms.

15. MISCELLANEOUS

Fundamental Values
15.1 You acknowledge that you are aware of the fundamental values underpinning the operation of the Platform, which include, but are not limited to: due business diligence, professionalism, expertise, compliance with the law, respect for intellectual property and protected interests, and confidentiality. You accept that Giga Techspace manages the Platform and makes all decisions with the aim of protecting these values to the fullest extent permitted by applicable law. Giga Techspace will make all decisions regarding your presence on the Platform and your use of it through the lens of these values.

Revision of Terms
15.2 We reserve the right, at our sole discretion, to modify these Terms and/or the Privacy Policy at any time. Any such modifications (“Revised Terms”) will become effective upon posting on the Platform and your acknowledgment thereof. Your continued access to or use of the Platform after the posting and acknowledgment of the Revised Terms constitutes your acceptance of, and agreement arising from modified Terms to be legally bound by, the changes.

Notification. Email communications
15.3 Unless otherwise indicated, all information (notices) will be sent to you electronically via the email address associated with your Client Account or by posting a notice on the Platform. The delivery of any notice is effective when sent or posted by us, regardless of whether you read the notice or actually receive it.
15.4 Unless otherwise agreed in writing, any notices, approvals, or consents required under these Terms may be provided via email and shall be deemed delivered upon successful transmission to the email address associated with your Client Account. Email communications shall satisfy the requirements for written notice, approval and consent under these Terms.

Interpretation
15.5 Headings and captions used in these Terms are for reference purposes only and will not have any effect on their interpretation and have no legal or contractual effect. Use of the word “including” also constitutes “including without limitation,” and use of the words “in particular” also constitutes “in particular without limitation.”

No Waiver and No Third-Party Beneficiaries
15.6 Giga Techspace’s failure to exercise or enforce any right and/or provision of these Terms shall not operate as a waiver of such right and/or provision. Except as otherwise expressly provided herein, these Terms are intended solely for the benefit of the parties hereto and are not intended to confer any third-party beneficiary rights upon any other person and/or entity.

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.

16. CONTACT

16.1 We have done our best to explain things clearly. If you have any questions regarding these Terms or wish to submit a complaint or legal notice, please contact us at legal@gigatechspace.com.