GIGA TECHSPACE TERMS AND CONDITIONS FOR SPECIALISTS

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 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 an independent contractor providing specialist services (“Specialist”, “you”, and/or “your”) regarding the use of the Giga Techspace business-to-business platform available at https://gigatechspace.com (“Platform”) and the performance of services through the Platform (“Agreement”).

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 Specialists and entering into the Agreement, you represent and warrant that you have the full right, power, and authority to enter into the agreement, to perform your obligations hereunder, and to grant the rights specified herein.

1. DEFINITIONS

“Client” refers to a business entity that, for the purposes of its commercial activities, uses the Platform and provides the Project through the Platform.

“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 Account” refers to an account set up on the Platform by the Specialist.

“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’s Work Results” refers to all work results, including documents, designs, materials, files, or any other data created and/or generated by the Specialist using the Workspace for Specialists.

“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 by Specialists under Specialist Services Agreement.

“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.

“Interview” refers to an AI-based process of assessing and verifying qualifications (skills) added by an Specialist to their Specialist Profile, conducted as part of an AI-powered interview.

“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 the Client 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 for Specialists” or “Workspace” refers to a virtual, cloud-based environment, accessible via the Platform, within which the Specialists use selected specialist software 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 Specialist

2.2. You represent and warrant to Giga Techspace that:
        1. You are 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 comply with these Terms and all applicable laws and regulations.
        5. You own all Specialist 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 (ii) Specialist 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 Specialist 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 Specialist Content and/or Specialist’s Work Results that are accurate, complete, reliable, lawful, timely, and error-free.
        7. With respect to Specialist Services, (i) you act on your own behalf as an independent contractor subcontracted by Giga Techspace, (ii) 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; (iii) you hold all necessary qualifications, licenses, permits, and authorizations required under applicable law to perform your activities and provide your Specialist services through the Platform; (iv) 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's obligations towards the Client.

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 our Clients' Projects within a secure digital workspace, leveraging specialized software tools and the proven skills of 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, Clients, 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 or Workspace to bid on, accept, perform, design, test, manufacture, simulate, analyze, document, or otherwise support 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 you perform the work or that would cause Giga Techspace to violate 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 must not engage, directly or indirectly, with any sanctioned country, region, person, or entity in connection with any Project.

3.5. You shall not 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/approvals are in place. All end-use, end-user, and destination restrictions must be observed at all times.

3.6. If an item or technology could be dual-use, you must assume that export-control restrictions may apply and refrain from performing the work 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 Project description, files, or instructions suggest any prohibited or regulated content, you shall immediately notify Giga Techspace and wait for written guidance before taking any action.

3.8. Giga Techspace may audit compliance, request supporting information, and suspend or terminate access to the Platform or Workspace immediately for suspected or actual violations of this Section. You agree to cooperate with any compliance review or lawful inquiry.

3.9. You must not split tasks, route work through third parties, or use alternative accounts or tools to circumvent this Section or any applicable law. You are responsible for losses, penalties, or government/third-party assessments that result from your breach of this Section.

Technical Requirements

3.10. 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).
        4. Compliance with additional requirements specified by external IT software providers used within the Workspace.

3.11. 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.

3.12. 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

3.13. 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. CT. 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

3.14. We provide Services that enable the use of the Platform and the provision of Specialist Services, including: creating a Specialist Account, maintaining a Specialist Profile, uploading Specialist Content, applying for Projects, and utilizing a Workspace for Specialists. Our Services may be supported by AI-based tools 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

3.15. 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. SPECIALIST ACCOUNT

Specialist Account Agreement. Specialist Account Deletion

4.1. Access to the Platform and/or Services is only possible through a Specialist Account. By creating a Specialist Account, you enter into an Agreement with us (“Specialist Account Agreement”) under which you will receive unpaid access to the Specialist Account for an unlimited period of time, subject to these Terms.

4.2. You may delete your Specialist Account at any time, which will result in the immediate loss of access to your Specialist Account and the Platform. The Account will be deleted without undue delay upon receipt of your email or written request. If you are providing Specialist Services at the time of submitting a request for Specialist Account deletion, it will only be deleted once the work has been completed in full and without reservation.

4.3. We reserve the right to delete the Specialist Account in the following cases:
        1. Your breach of these Terms.
        2. Planned discontinuation of the Platform,
        3. If you do not use the Specialist Account for 6 consecutive months. Deletion of the Account is tantamount to termination of the Specialist Account Agreement.
        4. If the KYC Procedure is not successfully completed within 30 business days due to a lack of response from the Specialist.

4.4. Deleting the Specialist Account is equivalent to terminating the Specialist Account Agreement. After deleting the Specialist Account, we will only store data to the extent and for the period necessary to fulfill our legal obligations.

Registration & KYC 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 KYC Procedure.
        2. Entering the 6-digit verification code sent to the email address provided in the previous step;
        3. completing the registration form with the following information:
                • Your first name,
                • Your last name,
                • Your country of residence.
        4. Successfully passing the KYC Procedure provided by the authorized third party. Completing the KYC procedure may require acceptance of separate terms and conditions and the transfer and processing of data in a manner specified by the authorized third party.

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 Specialist 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 Specialist Account, and for all activity of that Specialist Account. You are solely responsible for all activity conducted through your Specialist 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 Specialist Account has been accessed by a third party, you will immediately notify us at legal@gigatechspace.com. You will be solely responsible for any damage, loss profits and/or harm arising from any unauthorized use of your Login Credentials.

Specialist Account Data

4.9. We process your personal data associated with Specialist 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 DURING THE INTERVIEW) TO IMPROVE, MODIFY AND/OR DEVELOP OUR PLATFORM AND/OR SERVICES. HOWEVER, SUCH DATA WILL NOT BE USED TO TRAIN EXTERNAL AI SYSTEMS.

5. SPECIALIST PROFILE & INTERVIEW

5.1. Your Specialist Profile allows you to add data about yourself, including your photo, information related to your employment, skills, experience and your qualifications. You may also complete your Specialist Profile by importing data from your LinkedIn profile. You are responsible for correctly identifying the profile from which the data is to be imported. Completing the Specialist Profile is possible only after you have passed the KYC Procedure.

5.2. To gain the ability to apply for Projects, you must successfully complete an Interview. The Interview becomes available once you've added at least your skills to your Specialist Profile. During the Interview, you will be asked questions that you must answer honestly and independently, drawing on your knowledge and experience. The Interview is designed to verify the data you've added to your Specialist Profile. If you do not pass the interview, you will receive feedback indicating the reasons why your skills have not been confirmed. Successfully passing the Interview means your listed skills have been confirmed by our AI tool at a certain level. Only these confirmed competencies will be displayed on your Specialist Profile. Clients will only see you as a potential candidate for a Project if your confirmed competencies align with the Project's requirements.

5.3. You represent and warrant that the Interview is conducted by you personally, without any assistance from third parties or external software, especially generative AI.

5.4. Giga Techspace reserves the right to require additional verification apart from the Interview, which may include, without limitation and at Giga Techspace’s sole discretion, (i) a brief phone call initiated by Giga Techspace to you, or (ii) the completion of a verification or validation task to be performed by you through the Platform.

6. CLIENT’S PROJECTS. SPECIALIST SERVICE AGREEMENT

Applying for Projects

6.1. You may apply for Projects through the Project search engine (applicable to public Projects only) or based on the Client’s invitations. The search engine will only display public Projects where your verified skills meet the requirements set by the Client.

6.2. Before submitting an application, you will have access to the following Project information:
        1. Project name.
        2. Description of Specialist Services.
        3. Required Specialist Role.
        4. Required skills.
        5. Billing method: hourly (paid for actual hours worked) or fixed-fee per Milestone.
        6. Description of Milestones, including maximum or allocated work hours per Milestone (depending on billing type).
        7. Project schedule and deadlines.

Submitting Applications. Specialist Services Agreement

6.3. To participate in a given Project, you must first submit your application through the Platform. By submitting the application, you represent and warrant to Giga Techspace that:
        1. You have read, fully understand, and accept these Terms without reservation.
        2. You have reviewed the Project details, accept the scope of work, experience and skill requirements, renumeration Milestones, and deadlines specified in the Project, and have no objections. If you believe that the provision of Specialist Services will require more work hours than estimated, you can indicate this when submitting your application; otherwise, you will be deemed to have accepted the time estimated by the Client.
        3. You hold all necessary qualifications, licenses, permits, and authorizations required under applicable laws or regulations to participate in the Project.
        4. There are no contraindications to performing the Specialist Services in accordance with the Project and these Terms.

6.4. Submitting the application constitutes your irrevocable commitment to enter into an Agreement with us for the provision of Specialist Services as an independent contractor acting as a subcontractor of Giga Techspace, according to the provisions set out in these Terms and the Project (“Specialist Services Agreement”). The Specialist Services Agreement becomes effective upon the Client's acceptance of your application (including any changes in working hours, if applicable) and the conclusion of a separate agreement with us for the execution of the Project under the specified terms and conditions. If the Client does not accept your application, your submission will have no binding legal effect on you.

6.5. Under the Specialist Services Agreement, you are obligated to provide us with Specialist Services in person, in accordance with these Terms, and within the scope of work, schedule, and remuneration specified in the Project for which you have successfully applied.

Workspace for Specialists

6.6. The Specialist Services Agreement must be performed using the Workspace for Specialists. The Workspace is a cloud-based virtual environment accessible via the Platform, where Specialists use selected specialist software to perform 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 Specialist Services Agreement.

6.7. 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.

6.8. Specialist’s Work Results must be stored, transmitted and saved exclusively within the Platform. It’s prohibited to create, generate, store, transmit and/or save work results outside the Platform. The above restriction also applies to Client Content provided for the performance of the Specialist Services Agreement.

6.9. Access to the Workspace is limited to the number of working hours specified in the Project (per given Milestone) and requires prior reservation through the Platform. Reservations can only be made for full hours. You acknowledge that access to the Workspace is not unlimited and will consider this in order to complete the Specialist Services Agreement within the agreed deadline as outlined in the Project. Giga Techspace shall not be liable for any damages, lost profits, and/or losses resulting from failure to perform the Specialist Services on time due to negligent work planning by the Specialist, particularly failure to reserve the Workspace in advance.

6.10. Access to Workspace does not entail any additional fees unless you exceed the number of working hours specified in the Project (for a given Milestone). If you exceed the number of hours specified in the Project (for a given Milestone), you can request additional access to the Workspace and an increase in the number of working hours. In this case, we will charge you for access to the Workspace in accordance with the tariff available on the Platform. To the extent permitted by applicable law, you acknowledge and agree that the costs of such additional working hours may be deducted from your remuneration under the Specialist Services Agreement.

6.11. During the Project, the Client may extend the time of work on a given Milestone, of which you will be notified. It is also possible that the original scope of work accepted by you will be extended within the Project (by adding an additional Milestone). Any extension of the work will require your consent via the Platform. Granting consent is tantamount to extending our Specialist Services Agreement to include the additional scope of work.

Specialist Services Acceptance Procedure

6.12. The Specialist Services Agreement shall be performed in accordance with the Milestones specified in the Project.

6.13. Upon completion of a given Milestone, you are obliged to notify us thereof via the Platform. Your statement will be forwarded to the Client, who shall review the Specialist’s Work Results performed under the Milestone within the 14 business days. During this time, the Client may accept the work or reject it and submit their comments via the Platform. If comments are submitted, you are 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 the Client, in which case you will be notified via the Platform.

6.14. If, within 14 days of notifying us of the completion of a specific Milestone, you are not informed of any Client’s comments, we will assume that the Specialist’s Work Results under the reviewed Milestone have been accepted without reservation. The Client's acceptance of Specialist’s Work Results under the reviewed Milestone without reservations is tantamount to the performance of the Specialist Services Agreement in the part matching the reviewed Milestone and constitutes the basis for the payment of remuneration by us in this respect.

Specialist Services Agreement Termination Due to Specialist’s Fault

6.15. We reserve the right to terminate the Specialist Services Agreement in the following cases:
        1. If you fail to correct the Client's reservations regarding the Specialist’s Work Results under the reviewed Milestone within the time limit specified above. In such a case, we reserve the right to terminate the Specialist Services 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 receive remuneration for the completed and accepted part of the Specialist Services Agreement, and the Client will be entitled to the Specialist’s Work Results in accordance with the provisions of these Terms.
        2. If you fail to meet the initial deadline in accordance with the Milestone, we have reasonable grounds to believe that the deadline specified in the Project will not be met. In such a case, we reserve the right to terminate the Specialist Services 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 receive remuneration for the completed and accepted part of the Specialist Services Agreement, and the Client will be entitled to these Specialist’s Work Results in accordance with the provisions of these Terms.
        3. If you perform the Specialist Services Agreement and/or provide Specialist Services in breach of these Terms or applicable laws and regulations, in which case we will terminate the Agreement in its entirety, and you will not be entitled to any remuneration whatsoever.

Relationship between GigaTechspace and the Specialist

6.16. For the avoidance of any doubt, each Specialist is acting under the Specialist Services Agreement as an independent contractor and not an employee, partner, agent, or joint venturer of Giga Techspace. Nothing in the Specialist Services Agreement and these Terms shall be construed to create an employer-employee relationship, a partnership, agency, or joint venture between the parties. The Specialist shall have no authority to bind Giga Techspace or act on our behalf.

6.17. You acknowledge and agree that you are not entitled to any of the benefits afforded to Giga Techspace’s employees, including, but not limited to, workers’ compensation insurance, unemployment insurance, health benefits, retirement plans, or paid leave. You are solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort.

6.18. If required by law, you are obliged to maintain customary insurance for the Specialist Services at your own expense. Proof of insurance must be provided upon our request without undue delay.

6.19. You shall determine the method, details, and means of performing the Specialist Services. Specialist’s Work Results are subject to encryption and/or other access restrictions imposed by us to ensure data security on the Platform. Notwithstanding the Specialist's autonomy in performing Specialist Services, we reserve the right to access the Specialist’s Work Results solely to the extent necessary to:
        1. Verify that you are duly fulfilling your obligations under the Specialist Services Agreement.
        2. Process complaints or claims from Clients.
        3. Comply with any applicable legal or regulatory obligations imposed on us.
Such access shall be limited to what is reasonably required to fulfill the purposes described above and shall not constitute supervision, direction, or control over the Specialist's work.

7. REMUNERATION AND PAYMENT RULES

Remuneration for Specialist Services Agreement

7.1. The Client's acceptance of Specialist’s Work Results under a reviewed Milestone without reservations is tantamount to the performance of the Specialist Services Agreement in the part matching the reviewed Milestone and constitutes the basis for the payment of remuneration by us 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. You will receive Remuneration for Work 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 the Specialist, remuneration shall be paid in US dollars. Each payment of Remuneration for Work will be made via Stripe Connect within 14 working days from the date of acceptance of the Client's acceptance of Specialist’s Work Results under a reviewed Milestone without reservations.

8. REVIEWS

Client Review

8.1. Upon completion of the Project and performance of the Specialist Services Agreement, you will have the opportunity to rate the Client. 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 Client’s final rating on a scale from 1 to 5 stars. The Client’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 Client that reflects the actual state of affairs.
        3. You do not constitute a deliberate, unfounded lowering of the Client’s rating presented solely or primarily for the purpose of unjustifiably harming the Client’s reputation or their ability to engage Specialists for work on the Platform.
        4. You have not been paid for by the Client or any third party for positive ratings, nor given in exchange for any other benefit.

Specialist Review

8.3. Upon completion of the Project and performance of the Specialist Services Agreement, the Client will have the opportunity to rate your performance. The rating is based on several criteria, using a scale from 1 to 5 stars. The Client’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 be selected for the performance of 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 Client’s interpretation of the rating criteria, and/or the effect of your rating on your overall profile and/or Project opportunities.

9. NON-COMPETE CLAUSE

9.1. The Specialist agrees that during the term of the Agreement and for a period of 12 months following its termination, they shall not, directly or indirectly, engage in or assist any business that competes with Giga Techspace in any material respect (“Non-Compete Clause”). This includes, without limitation, any action taken by: (i) the Specialist; (ii) an entity that employs the Specialist; or (iii) an entity that is personally or financially affiliated with the Specialist, that seeks to: (a) establish contact with any Client outside of the Platform for the purpose of offering specialist services; or (b) provide specialist services to any Client in connection with Projects to which the Specialist had access through the Platform, or that are of a similar scope.

9.2. This Non-Compete Clause shall apply only within the geographic area where Giga Techspace operates or markets its services and shall not unreasonably restrict the Specialist’s ability to earn a livelihood.

9.3. You acknowledge that any breach of the Non-Compete provisions set forth in this Section would cause irreparable harm and material damage to us, the extent of which would be difficult to calculate. Therefore, in the event of such a breach, the Contractor agrees to pay the Company 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 the Company’s right to seek injunctive or equitable relief in addition to or in lieu of such damages.

9.6. This Non-Compete 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.

10. CONFIDENTIALITY

Confidential information

10.1. “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. Specialist’s Work Results.
        3. Client Content within the Project.
        4. Correspondence concerning the Project and Specialist Services Agreement.
        5. Any data, information, materials, files, and content made available to the Specialist by the Client and/or Giga Techspace on an exclusive basis.

10.2. Confidential Information does not include any information that the Specialist can demonstrate:
        1. Is or becomes generally known to the public without a breach of any obligation owed to the Client and/or Giga Techspace.
        2. Was known to the Specialist prior to its disclosure by the Client and/or Giga Techspace.
        3. Was fully independently developed by the Specialist without a breach of any obligation owed to the Client and/or Giga Techspace.
        4. Is received from a third party without any duty of confidentiality owed to the Client and/or Giga Techspace.
        5. Is unequivocally designated as non-confidential by the Client and/or Giga Techspace.

Confidentiality Obligations

10.3. 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 Specialist Account Agreement and/or the Specialist Services Agreement.

10.4. You are permitted to disclose Confidential Information to the Client 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 for the Client 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 Client and/or Giga Techspace.

10.5. 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.

10.6. 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 Specialist Account Agreement and/or the Specialist Services Agreement.

11. INTELLECTUAL PROPERTY

Specialist Content

11.1. Unless otherwise specified in these Terms, 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 Specialist 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 Specialist 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 Specialist 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.

11.2. With respect to the Specialist’s Work Results accepted under these Terms without reservations: Upon Client’s full and final payment of the remuneration for the relevant Milestone, you hereby assign and transfer to the Client, 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 for Work. You acknowledge and agree that no further payments, royalties, or other compensation shall be due now or in the future to you and/or any third party in connection with the use or exploitation of the Specialist's Work Results by the Client or its successors and assigns. By transferring the above rights, to the fullest extent permitted by applicable law and/or legal theory, you expressly waive or agree not to assert against the Client (depending on the applicable legal system) any “moral rights” that you 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 to Giga Techspace under these Terms. For the avoidance of doubt, Giga Techspace retains these licenses regardless of the transfer of rights under this provision. Prior to the full and final payment, you hereby grant to the Client 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.

Giga Techspace Content. Specialist Software License

11.3. 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 Specialist Services Agreement and providing Specialist Services. This license is non-exclusive, non-transferable, non-sublicensable, revocable, and remains valid for as long as you have access to the Specialist Account as determined in these Terms. You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, reverse-specialist, 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.

11.4. 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.

11.5. Giga Techspace may provide you with access to use the specialist software made available through the Workspace solely for the purpose of performing the Specialist Services Agreement and providing Specialist Services under these Terms. This access is non-exclusive, non-transferable, non-sublicensable, revocable, and remains valid only for the duration of your authorized access to the Workspace, as determined under these Terms. You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, reverse-specialist, distribute, transmit, and/or otherwise exploit the specialist software made available through the Workspace and/or any of its data, information, materials, files and content for any purpose except for your regular business use described above. The specialist software may be used exclusively by you, acting as a subcontractor of Giga Techspace, for professional and business purposes solely in connection with the provision of Specialist services via the Platform. This access right does not constitute a standalone license for you for using the specialist software made available through the Workspace and/or a basis for you for acquiring any exclusive rights, in particular but not limited to any ownership rights, copyright, and/or moral rights, including but not limited to elements created by software developers and/or at their request that, as a result of such actions, constitute a separate subject of rights of software developers.

11.6. The use of specialist software made available through the Workspace is also subject to the terms set forth in the license agreements for such software provided by third-party owners, licensors or authorized resellers (“Third-Party Providers”) and/or specific agreements made between Giga Techspace and Third-Party Providers (where applicable), which the Specialist should review and comply with each time the Specialist is using this software (“Software Terms”). You represent and warrant that you will act in full compliance with such Software Terms. To the extent possible, Giga Techspace is not responsible for your violations of the Software Terms.

11.7. The specialist software made available through the Workspace is the property of their Third-Party Providers. This software may not be used, copied, sold, transferred, counterfeited, and/or imitated in any way, except for use as permitted under these Terms, Software Terms or with the prior written consent of these developers. Except for the Giga Techspace’s access rights granted to you under these Terms, these Third-Party Providers retain all rights to their software and have full rights (to the fullest extent permitted by applicable law) to protect their rights. Giga Techspace only grants a temporary access right to use this software for the purpose of performing the Specialist Services Agreement and providing Specialist Services, based on the licenses granted to Giga Techspace by these Third-Party Providers. You represent and warrant that you will not engage in and/or perform any actions that infringe the above rights of Giga Techspace and the above-mentioned Third-Party Providers.

11.8. 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.

Client Content

11.9. Giga Techspace grants you a license to use the Client Content as specified in these Terms solely for the purpose of performing the Specialist Services Agreement and providing 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 perform the Specialist Services Agreement (depending on the Client Content). You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, and/or otherwise exploit the Client 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 Client. 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 Client Content.

11.10. The Client Content remains the property of the Client 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 Client. Except for Giga Techspace’s licenses granted to you under these Terms, the Client retains all rights to the Client 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 Client and Giga Techspace.

12. CLAIMS, REPORTING, CONTENT AND ACCOUNT MODERATION

Claims Mechanism

12.1. 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

12.2. You are obliged to promptly report to us any and all violations of law, the Terms, rights, and/or legally protected interests. The Specialist should also promptly report to us any information security incidents related to us, our Platform, the Client, 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 Client, 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

12.3. 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 Specialist Account if the Specialist or 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.

12.4. We do not monitor on an ongoing or general basis the activities conducted on the Platform by Specialists or Clients, regardless of their form, except for limited technical monitoring of Workspace usage as described in these Terms. 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 Specialist 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 Specialist 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 Contractor 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.

12.5. 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

12.6. 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. For additional information regarding DMCA compliance contact us at legal@gigatechspace.com.

12.7. 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.

13. 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.

14. LIMITATION OF LIABILITY & INDEMNIFICATION

Liability Limitation

14.1. 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.

14.2. 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 YOU SPENT ON YOUR BUSINESS DEALINGS WITH GIGA TECHSPACE DURING THE MOST RECENT TWELVE-MONTH PERIOD, OR
        2. IF YOU HAVE NOT PAID GIGA TECHSPACE, THE AMOUNT OF US $100.

14.3. 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 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

14.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE GIGA TECHSPACE, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS 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.
This release includes, without limitation, claims arising out of or related to disputes concerning your use of the Platform, Workspace, your provision of Specialist Services, and the acts or omissions of third parties (other than Giga Techspace).

14.5. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Giga Techspace, its agents, partners, officers, directors, employees (individually and collectively, “Giga Techspace Parties”) from and against any lost, liability, claim, demand, damage, loss profits, harm, expense and/or cost (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising out of and/or related to:
        1. Your Specialist Content.
        2. Your violation of these Terms, in particular your access to and/or use of the Platform or Workspace 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, and/or infringement of any rights of Giga Techspace, Client and/or third party (including intellectual property rights and/or privacy rights),
        5. Your performance of the Specialist Services Agreement and/or provision of the Specialist Services.
You will promptly notify Giga Techspace Parties of any third-party Claims, cooperate with Giga Techspace Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (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.

14.6. 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.

15. APPLICABLE LAWS AND DISPUTES

Class Action Waiver and No Arbitration

15.1. 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.

15.2. 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 **

15.3. 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 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

15.4. Giga Techspace is not affiliated with any non-employee worker, buyer, an/or third-party service, and any dispute you have with any non-employee worker, vendor, customer, third-party service, and/or other third-party, including, without limitation, any Client and/or other Specialist, is directly between you and that third-party, and you irrevocably release Giga Techspace from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of and/or in any way connected with those disputes. You will take reasonable precautions in all interactions with the Client and/or other Specialist, particularly if you meet offline or in person, you assume all risks when engaging the services of any Client and/or other Specialist and in connection with using the Platform, including but not limited to any risks associated with sharing confidential information with any Client and/or other Specialist.

16. MISCELLANEOUS

Fundamental Values

16.1. 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

16.2. 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

16.3. Unless otherwise indicated, all information (notices) will be sent to you electronically via the email address associated with your Specialist 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.

16.4. 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 Specialist Account. Email communications shall satisfy the requirements for written notice, approval and consent under these Terms.

Interpretation

16.5. 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

16.6. 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

16.7. 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

16.8. 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

16.9. 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

16.10. 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

16.11. 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

16.12. 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.

17. 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.