Terms and Conditions

  1. THE SITE.

    1. Purpose.

      The Site is an online portal and website located at www.GroupTalent.com provided by GroupTalent through which Employers seeking Services utilize the GroupTalent resources to locate and identify Developers to provide such Services and Developers utilize GroupTalent resources to simplify the process of providing Services to Employers (collectively, the "GroupTalent Platform"). Payments for the Services contracted through the GroupTalent Platform are made through the GroupTalent Platform. On the GroupTalent Platform, Employers may post Listings to invite applications or proposals by Developers and Developers may post information about their capabilities and submit Applications.

    2. Eligibility.

      The GroupTalent Platform is available only to legal entities and to persons who are at least 18 years old and are otherwise capable of forming legally binding contracts under applicable law. The GroupTalent Platform is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or contractors of GroupTalent at any time and do not have the authority to enter into any contracts on behalf of GroupTalent. Each User represents and warrants agrees that he, she, or it is not (a) a citizen of or a resident in a country in which use of the Site or the GroupTalent Platform or other participation is prohibited by law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. sanctions or embargoes including Cuba, Iran, North Korea, Sudan, and Syria; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations.

    3. Role of Service Contracts and the Role of GroupTalent.

      If an Employer accepts a Developer’s application to a Listing, Employer and Developer must execute a services contract setting forth the terms and conditions governing the provision of Services by Developer to Employer before Developer commences the performance of Services for any Listing ("Service Contract"). GroupTalent may, at its sole option, provide a form of a Service Contract to be used by Employer and Developer. If it so provides such a form, GroupTalent makes no representation or warranty as to the enforceability, legality, or appropriateness of such a form nor will GroupTalent have any liability for any damages of any nature arising from Developer or Employer’s use of such a form. GroupTalent is not a party to any Service Contract between Employers and Developers (whether Employer and Developer use a form provided by GroupTalent or otherwise), and GroupTalent itself does not perform Services with respect to any Listing or deliver any Work Product nor does GroupTalent make any representations regarding the quality thereof. Any agreement or attempted agreement between Employer and Developer, in connection with a Listing or Service Contract, requiring that payment be made outside of the GroupTalent Platform will constitute a material breach of these Terms and Conditions and be subject to the "Buy-Out" provision set forth in the Billing and Payments Policy below.

    4. Acknowledgement of GroupTalent’s Interest in Proper Performance of Service Contracts.

      User acknowledges and agrees that the reputation and goodwill of GroupTalent may be adversely affected if User violates the Service Contract. GroupTalent has the right to take action, including legal action against the User (including the immediate termination of a User’s access to the GroupTalent Platform) as GroupTalent, in its sole discretion, deems necessary to protect the interests of GroupTalent. GroupTalent reserves the right to place a financial hold on and reclaim funds available in the User’s account in the event of a material breach of these Terms and Conditions. Nothing in this provision should be construed as providing GroupTalent with the right or obligation to supervise or monitor the actual Services performed by the Developer.

  2. GROUPTALENT POLICIES

    1. GroupTalent Fee.

      GroupTalent will charge a percentage of the Employer’s payment to Developer as a fee for the use of the GroupTalent Platform (the "GroupTalent Fee") and remit the remaining amount to the Developer. Developer agrees to and accepts the charge for the GroupTalent fee. The standard GroupTalent Fee for Listings submitted by Employers is 25%. The Standard GroupTalent Fee for Listings generated by a Developer (as set forth in Section 2.11 below) is 6%. GroupTalent is not a service company and does not manage individual Services or individual Developers or their work, in any manner.

    2. General User Obligations.

      GroupTalent may provide its feedback and rating system as a means through which Users can express their opinions publicly and GroupTalent does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability. GroupTalent may calculate a composite feedback number for a Developer based on ratings by multiple Employers. GroupTalent is not legally responsible for any remarks, information, or other content posted or made available on the GroupTalent Platform by any User or third party, even if such information or content is defamatory or otherwise legally actionable. GroupTalent is not responsible for and does not monitor or censor content for accuracy or reliability. However, GroupTalent reserves the right to remove or restrict access to any information or content posted or made available on the GroupTalent Platform if ordered to do so by a court or if GroupTalent considers such information or content to be in violation of these Terms and Conditions. GroupTalent reserves the right to expel any User from our network at any time and for any or no reason. Users may be held legally responsible for damages suffered by other Users, GroupTalent, or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the GroupTalent Platform.

    3. Identity.

      All identity information associated with a GroupTalent User Account must be real and verifiable. Each User Account must be used by only one person, and each person is allowed to use only one User Account. GroupTalent reserves the right to validate User information at any time, including to the verification of one or more official government or legal documents that confirm the User’s identity. Failure to provide identity verification when requested is a violation of these Terms and Conditions. The User is solely responsible for ensuring and maintaining the secrecy and security of his, her, or its GroupTalent password. User agrees not to disclose his, her, or its password to any third party and will be solely responsible for any use of or action taken through the use of such password on GroupTalent. User will not allow third parties to perform any action, including posting Listings or applying for or performing Services under the User’s User Account.

    4. Listings and Applications.

      All Listings posted to GroupTalent must be in English and not contain any information enabling or requests for contact or payment outside of the GroupTalent Platform. Listings must be of a professional nature, free of offensive language or advertisements for other products or services, and accurately describe the Services requested. Listings may not request the performance of any Service that is illegal or violates intellectual property rights, copyrights, or the terms of service of another service, product, or website. Listings related to modeling, acting or the creation of adult, vulgar or explicit content are prohibited. All information provided in a Listing or in an Application must be true, accurate, and complete. GroupTalent reserves the right to verify any and all information provided on a User’s profile, any Listing, or any Application. By submitting an Application, a Developer is attesting that he, she, or it has the skills and ability to perform the requested Services by the deadline stated in the Listing if any.

    5. Managing and Performing Services.

      Employers must regularly review interim work product and respond promptly to communications with and requests for information from the Developer. After the completion of the performance of Services for a Listing, Employer must provide timely, honest, and objective feedback on the Developer. The Developer is responsible for providing all tools and resources necessary to complete the performance of Services for the Listing, unless explicitly stated in advance by the Employer. Developers must respond to all Employer communications and requests for information within one business day. If the Developer will be unable to meet this requirement due to an absence, he, she, or it is expected to notify the Employer at least two weeks in advance. After the completion the performance of Services for a Listing, the Developer must provide timely, honest, and objective feedback on the Employer.

    6. Billing and Payments.

      All Listings will be for a fixed fee or periodic (typically weekly) rate agreed between an Employer and a Developer in the Service Contract before the commencement of the performance of Services for a Listing. Except pursuant to the Buyout Policy below, Employer will (i) make all payments relating to, or in any way connected with, a Service Contract (including bonuses, if any) through the Payment Service and (ii) not make any such payments directly to a Developer or through any other payment channels. For Service Contracts involving Sprints, Employer will pay the entire amount of such Sprint through the Payment Service before any Services with respect to such Sprint are provided by Developer. Unless GroupTalent receives written notice from Employer that it is not accepting the Services provided with respect to such Sprint in accordance with the applicable Service Contract within 14 days of the completion of such Sprint, GroupTalent will release payment for the Services provided with respect to such Sprint to Developer. At the request of Employer and with the prior consent of Developer, GroupTalent may agree to an alternative payment arrangement, including an arrangement whereby Employer is not obligated to make payment until after the completion of the performance of Services for a Listing.

      Any action that encourages or solicits complete or partial payment outside of the Payment Service is a violation of these Terms and Conditions. Should an Employer be found in violation of this section of these Terms and Conditions, it will owe GroupTalent fees equal to the greater of a) $1,500 or b) the applicable fees had the payments been processed through the Payment Service plus the lesser of 18% and the maximum rate allowed by law. Employer will immediately notify GroupTalent if a Developer requests that Employer make a payment directly to it or through any channels other than those provided or specified by GroupTalent. Developer will not accept any payments relating to a Service Contract (including bonuses, if any) from an Employer directly or through any payment channels other than those provided or specified by GroupTalent. Developer will immediately notify GroupTalent if an Employer or any of its agents attempt to make a payment to Developer directly or through any payment channels other than those provided or specified by GroupTalent.

      Notwithstanding the provisions set forth above, Users may agree to provide or receive Services outside of the GroupTalent Platform with Users identified through the GroupTalent marketplace. If the services are rendered more than four months after the Developer is identified to the Employer through the GroupTalent Platform, no GroupTalent Fees or buyout provisions apply. If Services are rendered outside of the GroupTalent Platform within four months of identification of the Developer through the GroupTalent Platform, payments for such Services will not be subject to the GroupTalent Fee provided that the Employer of such Services pays GroupTalent a "Buy-Out" fee of $15,000. If Employer fails to pay the "Buy-Out" fee in accordance with this Section 2.6, in addition to any other remedies that it may seek at law or in equity, GroupTalent may suspend the User Account for both Employer and Developer.

    7. Payment accounts.

      GroupTalent provides a payment service and requires Users to use it to make all payments to GroupTalent and to make and accept payments from other Users in the purchase and sale of Services through the GroupTalent Platform (the "Payment Service"). Each Developer must provide GroupTalent a completed Request for Taxpayer Identification Number on Internal Revenue Service form W-9 before Developer may receive payment through the Payment Service. Each Developer must properly discharge and credit its Employer for all payments GroupTalent receives through the Payment Service from such Employers. Amounts transferred or stored through the Payment Service are not insured deposits. Solely for purposes of the Payment Service and not for any other services available through the GroupTalent Platform, GroupTalent acts as agent for Employer and not as a trustee or fiduciary with respect to such funds or payments. However, GroupTalent will not hold funds delivered as payments to GroupTalent from Users in a separate account, but may commingle and deposit such funds with other funds to be paid to other Users and with funds of GroupTalent. In addition, such commingled funds may be used to pay other Users and by GroupTalent for general corporate purposes or otherwise, provided that GroupTalent will remain contractually obligated to make payment to Developer on behalf of Employer for any purchases and sales of Services provided through the GroupTalent Platform. To the extent GroupTalent is obligated to make payment to a Developer, Developer will be an unsecured creditor of GroupTalent. GroupTalent offers a payment system that allows Employers and Developers to pay with a credit card or via ACH (the "Payment System"). If an Employer makes use of this service, GroupTalent will collect such Employer’s credit card number or other entered financial institution information and will use that information to bill any fees or to perform the billing operation on behalf of the Developer, including the use and disclosure of such credit card number and information to third parties as necessary to complete such billing operation. Our Payment System is operated using secure Internet connections, including SSL (Secure Sockets Layer) encryption, to help protect financial data.

    8. Charge-backs, cancellation of credit card, and any other intentional non-payment.

      If Employer fails to pay amounts due under these Terms and Conditions, whether by canceling Employer’s credit card, initiating an improper chargeback, or any other means, Employer’s User Account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Employer must reimburse GroupTalent for amounts due upon demand, plus any applicable processing fees, charges, or penalties, plus interest at the lesser of 1.5% per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, GroupTalent may setoff amounts due against other amounts received from or held for Employer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. GroupTalent reserves the right, at its sole discretion, to place a hold on payment of funds to Developer for Employer payments to clear or if GroupTalent suspects monies may be subject to charge back or if fraud is suspected. GroupTalent will release a hold as soon as deemed appropriate.

    9. Privacy.

      If you register to buy or sell Services using GroupTalent, we collect and store information that specifically identifies you or your account ("Personally Identifiable Information"). At this time, the most information you would be required to submit is information about your skills, abilities to perform service work, your first name, last name, password, address, city, state, zip/postal code, country and email address. Developers in the United States are also required to submit information necessary to complete their W-9s, including social security/tax identification numbers. Employers wishing to pay for Services are also required to enter a valid credit card number and name as it appears on the credit card or other information such as bank routing and account numbers to facilitate ACH payments. We may, in the future, include other optional requests for information from you, to help us to tailor the Site for you and deliver personalized information to you. We may supplement our information with additional information purchased from third parties for marketing purposes. By submitting personal information through the GroupTalent Platform, you expressly consent to the processing of your personal information according to these Terms and Conditions. Your Personally Identifiable Information may be processed by GroupTalent in the country where it was collected, as well as other countries (including the United States) where laws regarding processing of personal information may be less stringent than the laws in your country. We use Personally Identifiable Information for our own internal purposes including contacting you via email to inform you about updates to the GroupTalent Platform. GroupTalent reserves the right to use the general data (not personally identifiable) it obtains from Users’ use of the GroupTalent Platform, including all statistical information and all such data belongs to GroupTalent and GroupTalent will have the right to use such general data as it determines in its sole discretion. GroupTalent may send you email communications including information that we may think may be of interest to you. By clicking on a link, logo or other item, please note that you may no longer be on the GroupTalent Platform. To check what Internet location you are on, note the URL at the top and/or bottom of your browser.

      GroupTalent automatically collects your browser type and browser software version to tailor the presentation of the GroupTalent Platform to your platform and to maintain a record of your activity on the Site. GroupTalent uses cookies and other tracking mechanisms to enable Users to specify unique preferences and to track User trends and patterns. Users may have the option of disabling cookies and other tracking mechanisms via their browser preferences. If you disable cookies on your browser, please note that some parts of our Site may not function as effectively or may be considerably slower. As an automatic process, our webserver software records a log file of IP addresses that access the GroupTalent Platform. We also collect IP addresses and other system information for purposes of statistical analysis and to maintain the trust and security of the GroupTalent Platform. We will not use IP addresses or other system information to identify a User unless we determine, in our sole discretion, that it is necessary to enforce compliance without various policies to protect our service, the Site, Users and others. Notwithstanding the foregoing, GroupTalent gathers only that information that is reasonably necessary for it to operate the GroupTalent Platform, the Site and otherwise conduct its business. GroupTalent uses commercially reasonable efforts to ensure that its collection of such relevant information does not interfere with the operation or security of your system. We encourage you to read the posted privacy statement of that web site whenever interacting with any site. We reserve the right to disclose your information as required by law.

    10. Enforcement of User Agreement and Policies.

      GroupTalent has the right, but not the obligation, to suspend or cancel your account if it believes that you have violated or acted inconsistently with these Terms and Conditions or the terms and conditions of any other agreement between you and GroupTalent or other written policies and procedures posted on the Site or violated our rights or those of another party. Without limiting GroupTalent’s other remedies, we may suspend or terminate your account, reclaim any available funds, and refuse to provide any further access to the GroupTalent Platform to you if (a) you breach these Terms and Conditions or the terms and conditions of any other agreement between you and GroupTalent or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users, or for GroupTalent. Once suspended or terminated, you MAY NOT continue to use the GroupTalent service under a different account or reregister under a new account. In addition, violations of these Terms and Conditions or the terms and conditions of any other agreement between you and GroupTalent or other written policies and procedures posted on the Site may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities that circumvent the GroupTalent Platform or otherwise reduces fees owed GroupTalent under these Terms and Conditions, you will be liable to GroupTalent for the fees due and may be subject to additional sanctions including suspension or termination of your GroupTalent account. GroupTalent reserves the right to terminate any User for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your User Account, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your User Account will be canceled if the law requires such notification. When your User Account is canceled, you may no longer have access to any parts of the GroupTalent Platform, including the Site, data, messages, files, and other material you keep on GroupTalent. All IP provided by Employers for the purposes of performing Services must be returned immediately upon termination.

      Developer Generated Listings. If a Developer desires to use the GroupTalent Platform to provide Services to an employer who is not already a User, Developer will provide GroupTalent the name of such employer, including relevant contact information, so that GroupTalent may contact such employer in order to enroll them as a User of the GroupTalent Platform. If such employer agrees to be bound by these Terms and Conditions and to otherwise be bound by the policies of the GroupTalent Platform (and, by so agreeing, becomes an Employer), GroupTalent will, for a period of 12 months or such shorter amount of time as Employer and Developer may agree, refrain from referring any Listing for such Employer to any User other than such Developer.

      Listing Feedback. Following completion the performance of Services a Listing, GroupTalent may seek feedback from Users as to their use of the GroupTalent Platform and may request that Users provide GroupTalent with a testimonial or other form of endorsement. If GroupTalent makes such a request of User, User will use commercially reasonable efforts to cooperate with GroupTalent with respect to such request, including granting GroupTalent a limited license to use User’s name or trademark for such purpose.

    11. Filter.

      As part of the GroupTalent Platform, GroupTalent may offer Developers use of its Filter service ("Filter") whereby a Developer provides GroupTalent leads ("Filter Leads") with respect to the development work of which Developer is made aware (such Developer, a "Referring Developer"). GroupTalent may investigate a Filter Lead to determine whether it may be a viable source of a potential Listing through the GroupTalent Platform and, if it determines that the Filter Lead may result in a Listing, GroupTalent may contact the originator of the lead on behalf of the developer and using the developer’s name and information in the email (e.g., the recruiter who contacted the Referring Developer or the potential Employer) in an effort to generate a Listing, including enrolling the employer with respect to such Filter Lead as User of the GroupTalent Platform if necessary. The originator of a Filter Lead is referred to as the "Originator" and any Listing that results from a Filter Lead is referred to as a "Filter Generated Listing." At the time a Referring Developer submits a Filter Lead to GroupTalent, the Referring Developer will indicate to GroupTalent whether it desires to have any resulting Filter Generated Listing (a) referred exclusively to it (an "Exclusive Filter Listing") or (b) posted to the GroupTalent Platform as a Listing available to all Developers (an "Open Filter Listing"). For an Exclusive Filter Listing, the Referring Developer will have the first right to submit an Application to Employer and, if such Application is accepted by Employer, the Exclusive Filter Listing will be treated as a Listing in accordance with these terms and conditions. If Employer rejects the Referring Developer's Application or if the Filter Generated Listing is an Open Filter Listing, GroupTalent will post the Filter Generated Listing as a Listing on the GroupTalent Platform and, upon the successful completion of the provision of Services with respect to such Filter Generated Listing, will pay the Referring Developer a referral fee of $500.00. The provisions of this section will only apply to the first Filter Lead provided by a Referring Developer with respect to an Originator. Whether GroupTalent follows up on a Filter lead is in GroupTalent’s sole discretion, and GroupTalent makes no assurances that it will follow up with any or all Filter leads. In order to assist Developers in utilizing Filter, GroupTalent may offer Developers the use of a @grouptalent email address ("Filter Email Account") for management of Filter Leads, which GroupTalent may monitor to collect Filter Leads for Developers. By using Filter, Developer acknowledges that the Filter Email Account will, at all times, remain the sole and exclusive property of GroupTalent, that Developer will have no interest in the Filter Email Account, and that GroupTalent may monitor any and all email messages sent to the Filter Email Account. GroupTalent is not responsible for information lost or mishandled on Filter Email Account. All outbound email messages sent from a Filter Email Account will include the following statement: "All email sent to or from this address is subject to review, monitoring, and storage by GroupTalent. The views and opinions expressed in this e-mail message are the author's own and may not reflect the views and opinions of GroupTalent. Although GroupTalent operates anti-virus programs, it does not accept responsibility for any damage whatsoever caused by viruses being passed through this email."

  3. GROUPTALENT'S ROLE.

    1. Service Contracts.

      The GroupTalent Platform is merely a venue where Users may act as Employers or Developers. GroupTalent is not a party to any Service Contracts between Employers and Developers. Any allocation of Proprietary Rights between the Employer and Developer related to the Services performed by the Developer will be set forth (if at all) in the Services Contract. GroupTalent is not a party to any Services Contract, is not responsible for the contents of any such Services Contract, including whether or not a Services Contract is entered into. No Developer is an employee of GroupTalent and GroupTalent does not, in any way, supervise, direct, or control any Developer’s work or Services. GroupTalent has no control over Developers or over the Services promised or rendered by Developers. GroupTalent makes no representations as to the reliability, capability, or qualifications of any Developer or the quality, security, or legality of any Service and GroupTalent disclaims any and all liability relating thereto.

    2. GroupTalent Platform.

      GroupTalent and its licensors reserve all Proprietary Rights in and to the GroupTalent Platform. A User may not use the GroupTalent Platform except as necessary for the purposes of discharging its obligations under any Service Contract. GroupTalent reserves the right to suspend or terminate User’s access to the GroupTalent Platform at any time in its sole discretion, and to withdraw, expand and otherwise change the GroupTalent Platform at any time in GroupTalent’s sole discretion. User will not create any "links" to the Site, or "frame" or "mirror" any content contained on, or accessible through, the Site on any other server or internet-based device.

    3. GroupTalent’s Compensation.

      GroupTalent is paid its fees for the maintenance of the GroupTalent Platform. All fees are non-refundable, whether or not the performance of Services for the relevant Listing was satisfactorily completed.

  4. CONFIDENTIAL INFORMATION.

    1. Confidentiality.

      To the extent an Employer or Developer provides Confidential Information to GroupTalent or GroupTalent provides Confidential Information to an Employer or Developer, the recipient will protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and will not (i) disclose Confidential Information to anyone except, in the case of GroupTalent, to any Employer or Developer engaged the performance of Services for the relevant Listing and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Listing (including the storage or transmission of Confidential Information on or through GroupTalent Platform for use by Developer).

    2. Return.

      If and when Confidential Information is no longer needed for the performance of Services for the relevant Listing, or at the disclosing party’s request, the recipient of the Confidential Information will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The recipient will provide written certification to the party disclosing the Confidential Information of compliance with this Section 4.2 within ten days after the receipt of disclosing party’s written request to certify.

    3. Publications.

      Without limiting Section 4.1 (Confidentiality), Employer, Developer, and GroupTalent will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for the relevant Listing.

    4. NDA.

      As between Employer and Developer, the treatment of Confidential Information will be governed by a non-disclosure agreement ("NDA") entered into between Employer and Developer. GroupTalent may, at its sole option, provide a form of an NDA to be used by Employer and Developer. If it so provides such a form, GroupTalent makes no representation or warranty as to the enforceability, legality, or appropriateness of such a form nor will GroupTalent have any liability for any damages of any nature arising from Developer or Employer’s use of such a form.

  5. Warranty Disclaimer.

    GROUPTALENT MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, GROUPTALENT PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUPTALENT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  6. Limitation of Liability.

    IN NO EVENT WILL GROUPTALENT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, OR PROFIT. THE LIABILITY OF GROUPTALENT TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS (INCLUDING USE OF THE GROUPTALENT PLATFORM) WILL NOT EXCEED THE GREATER OF (A) U.S. $2,500 AND (B) ANY GROUPTALENT FEES RETAINED BY GROUPTALENT WITH RESPECT TO SERVICE CONTRACTS ON WHICH UTHE SER WAS INVOLVED AS EMPLOYER OR DEVELOPER DURING THE SIX- MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

  7. INDEMNIFICATION.

    1. Proprietary Rights.

      Each User will indemnify, defend, and hold harmless (on a monthly basis, as costs are incurred) GroupTalent and its subsidiaries, affiliates, officers, agents, employees, representatives, and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 7) from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services, or action or omission by such User infringes Proprietary Rights or other rights of any third party.

    2. Indemnification by Employer.

      Each Employer will indemnify, defend, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) such Employer’s use of Services, including claims by or on behalf of any Developer for worker’s compensation or unemployment benefits and (ii) any Service Contract entered into between such Employer and a Developer. Furthermore, Employer will indemnify, hold harmless, and defend GroupTalent from any and all claims asserted by Developer arising out of or related to the independent contractor relationship, claims that Developer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency, or other body that Developer was misclassified as an employee (including taxes, penalties, interest, and attorney’s fees), any claim that GroupTalent was an employer or joint employer of Developer, as well as claims under any employment-related laws, including claims arising under the Title VII of the Civil Rights Act of 1964, as amended; the Unruh Act; the Fair Labor Standards Act; the Employee Retirement and Income Security Act; the Americans with Disabilities Act; 42 U.S.C. § 1981; the Age Discrimination in Employment Act of 1967, as amended; the Family and Medical Leave Act; and any and all other federal, state or local laws and regulations relating to employment termination, employment discrimination, harassment, or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits, inasmuch as is permissible by federal, state, local, or municipal law

    3. Indemnification by Developer.

      Each Developer will indemnify, defend, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) such Developer’s provision of Services, Work Product or Developer Deliverables or (ii) any Service Contract entered into between such Developer and an Employer.

  8. GENERAL.

    Employer and Developer each will (i) create and maintain records to document satisfaction of its obligations under these Terms and Conditions and any Service Contract, including its payment obligations and compliance with tax laws and (ii) provide copies of such records to GroupTalent upon request. User will not violate any laws or third party rights on or related to the GroupTalent Platform. Without limiting the generality of the foregoing, User must comply with all applicable import and export control laws and third parties’ Proprietary Rights. GroupTalent reserves the right in its sole discretion to amend these Terms and Conditions without advance notice, and such modifications will be posted on the Site. If any modification is not acceptable to you, your only recourse is to cease using the GroupTalent Platform. By continuing to use the GroupTalent Platform after GroupTalent has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications. All references to days will be to business days (Monday to Friday, UTC, excluding bank holidays), except as expressly noted otherwise. The failure or delay of GroupTalent to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect GroupTalent’s right to later enforce or exercise it. If and to the extent any provision of these Terms and Conditions is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. The English language version of these Terms and Conditions will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The words "include," "includes," and "including" will be deemed in each case to be followed by the words "without limitation."

  9. Definitions.

    "Listing" means the listing of a particular project or set of ongoing tasks for which an Employer has requested Services to be performed by a Developer, and with respect to which Services are rendered after Employer and Developer have entered into a Service Contract. "Application" means a Developer’s application to provide services with respect to a Listing. "Sprint" means a Listing requiring a deliverable that can be built in a relatively short, defined period of time, typically a week or less. "Confidential Information" means Employer or Developer Deliverables, Work Product, and any other information provided to, or created by, a User for with respect to a Listing, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Developer or Employer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information. "Developer" means any company or individual, including User, utilizing the GroupTalent Platform to offer Services for Employers and/or to enter into Service Contracts. "Developer Deliverables" means instructions, requests, IP, and any other information or materials that an Employer receives from a Developer in connection with the performance of Services for the relevant Listing. "Employer" means any company or individual, including any user, utilizing the GroupTalent Platform to request Services to be performed by a Developer. The term Employer for purposes of these Terms and Conditions are used in a generic sense and is not meant to define the legal nature of the relationship between Employer and Developer and should not be construed as an admission or any indication of the type or nature of the relationship or the Services rendered by Developer(s). "IP" means any computer programs or routines (in object code, source code, or embedded format, regardless of the medium on which it resides), algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles as well as the prototypes, samples, copies, and other materialized forms of the foregoing intangibles. "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected. "Services" means web development, software development, writing, translation, administrative, marketing, design customer service, sales, general business services and other knowledge-based or online services. "Users" means any Employer or Developer using the GroupTalent Platform, including you. "User Account" means a unique account established for each User of the GroupTalent Platform containing information about such User, including user name, password, email address and other Personally Identifiable Information of User. "Work Product" means any tangible or intangible results or deliverables that Developer agrees to create for, or actually delivers to, Employer as a result of performing Services for the relevant Listing, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any IP developed in connection therewith.