4. Platform. You are licensed to use the Platform, only during the Term and only, a. If you are a Deployer, and then only for purposes of seeking and engaging one or more Service Providers for one or more Projects and/or b. If you are a Service Provider, and then only for purposes of seeking customers and being engaged for one or more Projects. We reserve the right to make any change in the Platform at any time without Notice.

5. Licenses. Any and all licenses granted hereunder are limited, non-exclusive, revocable, non-transferable and non-sublicensable.

6. Restrictions On Use of Platform. You are not, and will not be, licensed to use the Platform, or any part of the Platform, for any purpose other than as set forth in “4” above. You expressly agree that you will not attempt to access, copy or reverse engineer any of the code or the hardware or use the Platform to create a competing product.

7. Responsibilities of GigChasers. We are only responsible for providing and maintaining the Platform. We are not responsible for providing any of the Services or the quality of the Services or of the Service Providers. We are not responsible for determining the suitability of a particular Service Provider for a particular Project. We are not responsible for determining the risk of any Deployer not paying. Service Providers may obtain a background check on themselves and, if they know it to be accurate, make it accessible on the Platform. We do not determine, and are not responsible for determining, whether 3 any background check or other information provided by any User is authentic or accurate.

8. Security. All parties hereto will take all actions, reasonable under the circumstances, in line with any applicable Privacy Policy and Acceptable Use Policy to protect against data breaches and shall report any data breach to us and any government authority to which such reporting is required within one (1) day to us and, within the time required to be reported, to government authorities.

9. Registration. You are required to register with us before using the Platform. You agree to provide accurate, current and complete information and update your information to keep it accurate, current and complete. You are responsible for safeguarding your password. You are liable for any losses caused by an unauthorized use of your account related to your failure to comply with any of these Terms of Use.

10. Service Agreements Between Users. The only parties to Service Agreements are the Deployers and the Service Providers. We are not parties to any such agreements. Users negotiate and write the terms of their Service Agreements and may use any forms they wish to use. We may provide sample forms. Any forms we provide are not legal advice and we do not warrant or represent the efficacy or optimization of such forms. You should consult with your own attorneys for legal advice.

11. Users that Are Entities. If the Service Provider and/or the Deployer is an entity, any individual who registers on behalf of such entity does hereby represent and warrant that such individual is fully authorized to agree to such terms on behalf of such entity, agrees to such terms personally as an individual and is considered to be a co-Service Provider or co-Deployer for purposes of these Terms of Use.

12.Representations and Warranties of Users. You represent and warrant that:

a. You have reviewed our Privacy Policy and agree to its terms. By agreeing to these terms, you are opting to receive marketing messages from us via text messages and email for marketing purposes only. We will not sell your information to 3rd parties except as part of a transaction in we are selling substantially all of our assets or entering into a merger or similar transaction in which we are transferring rights to a successor. You have the right to unsubscribe from these communications at any time by contacting us or using the provided opt-out mechanisms in the messages. Your personal information will be used in accordance with our privacy policy. 

b. You are 18 years of age or older and are authorized to agree to these Terms of Use in your jurisdiction.

c. You will comply with the terms of any Service Agreements to which you become a party.

d. You will provide any identifying documentation and up to date photos that we reasonably request.

e. You will comply with all applicable local, state, provincial, national and international laws in your use of the Platform.

13.No Representations and/or Warranties from Gigchasers. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, RELATING TO THE OPERATION OF THE PLATFORM, THE PERFORMANCE OF SERVICES, FITNESS FOR A PARTICULAR PURPOSE OR PAYMENTS.

14.Prohibitions. You shall not: a. Post or provide any materials or information that is not true or otherwise engage in any fraudulent, misrepresentative or misleading conduct relating to the Platform or the Services. b. Take, or suggest, any action to avoid payment of any SP Fees owed to us. c. Collect, distribute, publish or sell any Personally Identifiable Information of any User.

15. Fees. The SP Fees are negotiated and agreed to by and between the Users. The total GC Fees equal 10% of the SP Fees. The Deployer and the Service Provider are each responsible for 50% of the GC Fees. The GC Fees also apply to any SP Fees incurred by the same Users and/or their Affiliates who earlier entered into a transaction through the Platform regardless of whether the second transaction was facilitated by the use of the Platform.

16.No Employment Relationship. We are not operating an employment agency or anything similar. We do not employ any Users. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of ours. Users are responsible for assuring that they are in compliance with all applicable laws regarding employment. .

17.Stripe. Payments of the SP Fees, and the Deployer’s share of the SP Fees are made via Stripe. Stripe will distribute all fees as agreed to herein including payment of an additional 5% for the Service Provider’s share of the GC Fees. 5 You are required to enter into an agreement with Stripe and comply with its terms as may be necessary for you to use it to process payments.

18.Deposits. Service Provider and Deployer may agree that Deployer will pay a deposit in advance to Stripe to secure the payment of amounts that may be due to Service Provider under these Terms of Use.

19.Intellectual Property. As between the parties, we own, and will continue to own, all copyrights, trade secret, trademark, service mark, patent and all other proprietary rights relating to the Platform.

20.User Provided Content. You represent and warrant that we are free to use any and all content provided by you including, but not limited to, materials provided for, posted to or submitted for the Platform including, but not limited to, text, comments, questions, logos, illustrations, images, photos, names and likenesses, for any purpose at any time. You specifically represent and warrant that such use would not infringe any copyrights, trademarks, service marks, trade secret or patent rights law and would not constitute a violation of an individual’s rights of privacy and publicity.

21.Copyright Policy. We respect the intellectual property rights of others and expect Users of our Platform to do the same. We will respond to notices of alleged copyright infringement that comply with law and are properly provided to us. If someone believes that a person’s content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA): (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) such person’s contact information, including that person’s address, telephone number, and an email address; a statement by such person that such person has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that such person is authorized to act on behalf of the copyright owner. We reserve the right to disable, suspend, deactivate or terminate a User’s account at any time for a one time infringer or a repeat infringer or if we suspect there have been infringements. Our copyright agent who is designated to receive notices of copyright infringement, is:

Rob Hassett, Copyright Agent for GigChasers

2090 Dunwoody Club Dr. Ste 106-242

Atlanta, Georgia 30350.

His email address is [email protected]

22. Term. You may use the Platform only during the Term.

23.Termination. Either Party may terminate the Term by written (including by email) Notice at any time. If the date of Termination is not specified in the Notice, it shall be effective immediately upon delivery or first attempted delivery of the Notice by email or otherwise.

24.Suspension. We may suspend, deactivate and/or limit your use of the Platform at any time for any reason or no reason.

25.Effect of Suspension or Termination. If you or we Suspend or Terminate the Term, all provisions of these Terms of Use, other than any grants of rights to use the Platform, shall remain in full force and effect. If you continue to use the Platform after Suspension or Termination, you shall owe us liquidated damages of 12.5%, instead of 5%, of all SP Fees owed by or to you as a result of such continued use. The parties agree that it would be difficult to predict damages that would actually accrue from such continued use and that 12.5 % of such portion of SP Fees is a reasonable pre-estimate of what the damages would be.

26. Failure to pay GC Fees. In the event you take actions to, or intentionally fail to take actions, which actions or failures result in our not being paid the G S Fees, you shall owe us liquidated damages of 12.5%, instead of 5%, of all SP Fees not paid to us. The parties agree that it would be difficult to predict damages that would actually result from such actions or non-actions and that 12.5 % of such portion of SP Fees is a reasonable pre-estimate of what the damages would be.

27.Attorney Fees. In the event that it is necessary for us to retain an attorney due to a material breach, an infringement or violation of law by you, you shall reimburse us for reasonable attorney fees incurred.

28. Audit. We shall be entitled to audit your books and records to determine whether you have complied with your obligations under these Terms of Use at any time and from time to time upon reasonable prior written Notice. You will 7 cooperate with any audit including permitting us to make and retain copies of relevant materials and factual computer files. If we find a material breach, you will owe us for the cost of any audit, any damages permitted under these Terms of Use and reasonable attorney fees together with 7% interest per annum on the outstanding balance.

29.Class Action Waiver. You hereby waive any right to participate in any class action against us relating to the Platform or these Terms of Use.

30.Governing Law. These Terms of Use will be governed by and interpreted under the laws applicable when there is no clause in the applicable agreement selecting the choice of law and the parties all reside in and any entities are organized and existing under the laws of the State of Georgia.

31.Jurisdiction. The parties each hereby agree that the jurisdiction and venue for any action between the parties shall be brought and held in a court of competent jurisdiction in the State of Georgia and waive any objections to such jurisdiction and venue.

32. Disclaimers. Actual service coverage, speeds, locations and quality may vary. We will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.

33.Allocations of Risk YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. WE DO NOT WARRANT THAT THE GC SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. WE DO NOT MAKE ANY 8 REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

34.Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“GC PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR PLATFORM, THE GC SERVICES OR THE TERMS OF USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED ONE HUNDRED (100) US DOLLARS. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

35. Links to Third Party Websites. We provide links to websites operated by third parties. We accept no responsibility for the use of such websites. Such use is at your risk.

36. Release. You hereby release the GC Parties from any claims or liabilities that may arise relating to the Platform, these Terms of Use and/or the Services, including any resulting from our negligence. In providing this release you waive California Code Section 1542 which provides that a general release does not extend to claims which the creditor does not know or suspect existed or favored such creditor at the time of executing the release, which if known by such creditor must have materially affected his or her settlement with the debtor. 9

37. Indemnifications. You agree to indemnify and hold the GC Parties harmless and defend the GC Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms of use by you; (ii) any other content or material you submit or otherwise transmit through our Services; (iii) your use of the GC Services, (v) your use of the Platform (vi) or these Terms of Use including any resulting from our negligence.

38.Notices. Unless otherwise specified in these Terms of Use, all, notices and other communications (collectively, “Notices”) under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service. Notwithstanding the foregoing, any Notices to which these Terms of Service refer may be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Each party may send Notices to the physical and email addresses then most recently provided by the other party and such Notices shall be valid when delivery has first been attempted by both methods.

39. Miscellaneous. 

a. Equitable Relief. Notwithstanding other terms of these Terms of Use, the parties agree that, because damages would be inadequate for many breaches of the Terms of Use, we shall be entitled to injunctive relief and other equitable relief for breach of any provision of these Terms of Use. In the event we file an action seeking such relief, we will not be required to post a bond.

b. Time Action Must Be Started. Any action arising out of or relating to these Terms of Use, the Platform or the SP Services must be commenced within one (1) year after the cause of action accrues.

c. Assignment by You. None of your rights or obligations under these Terms of Use may be assigned or transferred.

d. None Of Your Obligations Under This Agreement May Be Transferred. None Of Your Rights May Be Transferred.

e. We may assign any of our rights and delegate any of our obligations. Additionally, our rights shall inure to the benefit of and our obligations shall be binding upon our successors and assigns.

f. Entire Agreement. These Terms of Use embody the entire agreement and understanding of the parties and supersede all prior agreements and 10 understandings between the parties hereto relating to the subject matter hereof.