Terms of ServiceThanks for using GigRamp! Please read these GigRamp Terms of Service (the "Terms") carefully. They govern your access to and use of GigRamp’s platform available at GigRamp.com, after logging into your GigRamp Account (as defined below), GigRamp, GigRamp APIs and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the "Service").GigRamp is part of a Delaware company, and in these Terms, we will reference ourselves as "GigRamp" or "we"/"us"."You" means the entity or individual that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind yourself or your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent. If you are accessing the Service for personal use only (i.e. not in connection with any organization, business, or other legal entity) as indicated by using a personal email to sign up for your GigRamp Account, then all reference to "You" means you as an individual.Definitionsa. "Acceptable Use Policy" means GigRamp’s Acceptable Use Policy, which is incorporated into these Terms.b. "Account Information" means information about your GigRamp account and information that you and your users provide to GigRamp in connection with (i) the creation or administration of your GigRamp account; or (ii) GigRamp’s maintenance of your GigRamp account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.c. "Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.d. "Beta Release" means any alpha, beta, developmental, test, experimental, or early-access releases of the Service or other GigRamp products or services. Any of the preceding terms on a feature, product, or program is notice of Beta Release status.e. "Customer Content" means any information, content, or materials that you submit through the Service to your GigRamp Account, including from Third-Party Services.f. "Documentation" means GigRamp-provided user documentation relating to the Service found in our help documentation (when available), as may be updated by GigRamp from time to time. Documentation does not include any content published on any other site, community, or page.g. "Excluded Claims" means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in these Terms or your breach of contract and (iii) any claims that may not be capped or limited under applicable law.h. "Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Service, a Beta Release, or any other products, services, or business of GigRamp.i. "Fees" mean the fees applicable to your use of the Service in accordance with the applicable package as included in our pricing notice included in the Service or on GigRamp’s website or, if applicable, as set forth in a GigRamp order form.j. "High-Risk Activities" means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.k. "Sensitive Personal Data" means (i) patient, medical, or other protected health information, including those regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver’s license numbers, or other government ID numbers; and (iv) special categories of personal data enumerated in the European Union General Data Protection Regulations ("GDPR").l. "Subscription Term" means the period during which you have agreed to subscribe to the Service.m. "Supplemental Terms" mean any additional terms presented to you at the time you sign up for or first access a Beta Release.n. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign.o. "Third-Party Login" means your login credentials from a supported third-party site or product which are integrated to allow you to access your GigRamp Account.p. "Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.q. "Usage Information" means analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Service, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various features and functionality of the Service and your GigRamp Account and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities, as well as Outputs of GigRamp AI Functions providing the same.r. "GigRamp Account" means the account on the Service you register and open in order to access and use the Service.s. “GigRamp AI Functions” mean GigRamp features and capabilities that utilize artificial intelligence, machine learning, or similar technologies.THE TERMS AND CONDITIONS SET FORTH HEREIN (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND LK MORGAN LLC DBA GigRamp (“GigRamp”, “WE” , “THE COMPANY” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT WEBSITE AS WELL AS ALL ASSOCIATED SITES LINKED TO GigRamp.COM BY GigRamp, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”), AND ALL SOFTWARE, SERVICES, AND CONTENT ASSOCIATED WITH THE SITE (COLLECTIVELY, THE “SERVICES”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE THE SERVICES AVAILABLE THROUGH THE SITE. BY USING THIS SITE OR THE SERVICES, YOU ARE AGREEING TO ALL OF THESE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE, ANY OF THE SERVICES, OR ANY INFORMATION OR MATERIALS CONTAINED WITHIN THE SITE. IF YOU ARE USING THE SITE FOR YOUR COMPANY’S USE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THESE TERMS.NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH GIGRAMP, UNLESS SPECIFICALLY PROHIBITED BY APPLICABLE CONSUMER PROTECTION LEGISLATION. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.The words “you,” “your,” “user” or “member,” whether or not capitalized, as used herein, refer to all individuals and/or entities accessing or using the Site or any Services, for any reason.ChangesGigRamp may, from time to time, make changes to the content and features of the Site and any Services (not including these Terms) at any time, including changing, updating, or adding or removing provisions of these Terms. If we make a material modification to these Terms or the Privacy Policy, we may notify you through the email associated with your account. By using the Site and/or the Services after GigRamp has updated the Terms or Privacy Policy, you are agreeing to the updated terms; if you do not agree with any of the updated terms, you must stop using the Site and the Services, cancel your Membership (see “Memberships” section below for information on how to cancel your Membership) and delete your account.EligibilityUsers must be at least the age of majority in the jurisdiction in which you reside in order to use the Site and the Services. By using the Site or the Services, you represent, acknowledge and agree that you are at least the age of majority in the jurisdiction where you reside and have the right, authority and capacity to agree to and abide by these Terms.You also represent that you will use the Site and Services in a manner consistent with any and all applicable laws and regulations.Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by GigRamp and/or its affiliates.GigRamp may terminate these Terms and your use of the Site and Services without notice if we, in our sole discretion, believe that you are not at least the age of majority in the jurisdiction where you reside, or have otherwise violated the Terms.General UseGigRamp provides content and Services through the Site that are the copyrighted and/or trademarked work of GigRamp or GigRamp's third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include graphics, logos, profile images, software, resume samples and other content. Subject to the terms and conditions of these Terms, and your compliance with these Terms, GigRamp hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Site, Services and Materials solely for personal or internal business purposes. Except for the foregoing license, you have no other rights in the Site, the Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or the Services.If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded, shared or printed Materials.GigRamp Account Registrationa. Account Registration and Use License: In order to access and use the Service, you must register for a GigRamp Account. You must provide and maintain accurate, current, and complete Account Information. Upon your proper registering for a GigRamp Account and subject to these Terms, GigRamp will make the Service available during the applicable Subscription Term, solely for your own internal purposes and in accordance with the Documentation.b. Eligibility: In order to open and maintain a GigRamp Account, you hereby represent, warrant, and covenant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.c. Credentials: To set up and use your GigRamp Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your GigRamp Account credentials. You agree to immediately notify GigRamp of any suspected or actual unauthorized use of your GigRamp Account. You agree that you will be responsible and liable for all uses of the Service under your GigRamp Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that GigRamp will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your GigRamp Account or your Third-Party Login credentials.Using the Site and ServicesAccess to certain sections of GigRamp’s website and the utilization of various services may necessitate registering and creating an account. While some parts of the Site are accessible without the need for registration, engaging with GigRamp’s more comprehensive services requires an account and associated password which can be obtained through the Site’s registration process.By accessing or using GigRamp, whether as a registered user or otherwise, you recognize that GigRamp serves as a digital platform for user interaction. You acknowledge that GigRamp does not endorse, verify, or confirm the legitimacy or accuracy of any posts, the veracity of content, or the nature of the communications facilitated by the Site. GigRamp disclaims any responsibility for ensuring the authenticity of job postings or the credibility of users on the platform. As such, we urge you to exercise discernment and due diligence when interacting with postings on GigRamp. Our commitment to fostering a dynamic and functional user space does not include the vetting of individual posts for their real-world validity. Users are encouraged to conduct their inquiries as necessary to establish the authenticity of potential opportunities or interactions on the Site.Password-Restricted Areas of Site and Use of the ServicesIf you desire to register for an account with GigRamp, you must submit certain information, including your name and email address, resume, employer and job history. Once you have either fully or partially submitted your account registration information, GigRamp shall have the right to store this information and approve or reject the requested registration, in our sole discretion.GigRamp may also provide you with the ability to register for an account on the Site using your existing account and log-in credentials through Third-Party Sites (as defined below), which may change from time to time.You are responsible for maintaining the confidentiality of your GigRamp password and any Third Party Site password (collectively, “Password”), and you are responsible for all activities that occur using your Password. You agree not to share your Password, let others access or use your Password or do anything else that might jeopardize the security of your Password. You agree to notify GigRamp if your Password is lost or stolen, if you are aware of any unauthorized use of your Password on the Site, or if you know of any other breach of security in relation to the Site.All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove certain information from your account by notifying us.Memberships, Fees; Taxes; Term and Terminationa. Fees: Some Service features may only be accessed and used after payment of applicable Fees. Notwithstanding anything contained herein, any service provided during a free trial period is provided "as-is" without any representations, warranties, or indemnities.b. Taxes: You are responsible for any Taxes other than GigRamp’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If GigRamps has the legal obligation to pay or collect Taxes for which you are responsible under this section, GigRamp will invoice or charge you immediately upon payment, and you will pay that amount unless you provide GigRamp with a valid tax exemption certificate authorized by the appropriate taxing authority. GigRamp reserves the right to change tax policies to comply with local and national laws and regulations.c. Subscription Term and Auto-Renewal: Your Subscription Term begins once you register for a paid GigRamp Account and is the billing cycle that you selected for your GigRamp Account, or if purchasing the Service by a GigRamp order form, then the Subscription Term listed on your order form. Unless you downgrade or cancel your subscription prior to the expiration of your current subscription term, your subscription will automatically renew for another subscription term on the same plan (or if no longer available, a successor plan) and for a period equal to your then-current subscription term. All renewals are subject to the applicable Service and Plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service.d. Plan Changes, Cancellation, and Termination by You: You can change or cancel your plan or also delete your GigRamp Account through your account settings. For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your GigRamp Account: (i) an email, chat, or phone request to cancel your GigRamp Account; (ii) revoking or suspending any form of payment put on record with GigRamp to pay your GigRamp Account Fees; or (iii) any cancellation or termination confirmation from a party other than GigRamp. You expressly acknowledge that downgrading your Service may cause the immediate loss of features or other capabilities of your GigRamp Account, and that GigRamp does not accept any liability for such loss. If you're found eligible for a refund, don’t delete your account. Doing so removes your payment history and prevents GigRamp from issuing any refund. Your plan will continue to be active until the end of the billing cycle. GigRamp is a dynamic platform. We are not a party to the communications or agreements made between users or businesses. Consequently, GigRamp cannot guarantee the authenticity of posts or the validity of any roles advertised. By using the platform, users accept that they bear the sole responsibility for the due diligence required to establish the legitimacy of job postings and the credibility of other users.In relation to the accounts, both unpaid and paid, GigRamp disclaims liability for any obligations arising therefrom. Users are advised that GigRamp is not liable for any claims, damages, or disputes that may arise from paid or unpaid accounts or the consequences of failing to pay for services obtained through the platform. Similarly, GigRamp's responsibility does not extend to paid accounts, including but not limited to, any perceived entitlements, expectations, or assumptions made by the users. It is the user's responsibility to understand the terms of their agreement with GigRamp and to manage their accounts in accordance with the platform's policies. Any financial transactions or agreements are the exclusive responsibility of the users involved.By creating an account, whether paid or unpaid, users acknowledge that GigRamp is merely providing a venue for users to interact with the platform, and any legal liabilities that arise from user interactions or engagements remain solely with the users themselves. GigRamp encourages all users to operate with caution and to fully comprehend the terms and conditions of the platform before engaging with other users.e. Termination and Suspension by GigRamp: We reserve the right to terminate or suspend your GigRamp Account and/or our Service to you at any time and for any reason upon notice to you. If we terminate or suspend your GigRamp Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your GigRamp Account for cause, including (without limitation) for a violation of these Terms or the Acceptable Use Policy.f. Effect of Termination: Once you delete your GigRamp Account, neither your GigRamp Account nor your Customer Content can be restored or recovered in any way. If you do not log in to your GigRamp Account for 30 or more days, we reserve the right to designate your GigRamp Account as "inactive" and delete the GigRamp Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.By registering for an account with GigRamp, you become a “Member” with access to certain password-restricted areas of the Site and certain Services and Materials offered on and through the Site (a “Membership”). Each Membership, and the rights and privileges provided to a Member, is personal and non-transferable.GigRamp provides free and paid features, products, and services to Members, subject to change at any time. GigRamp reserves the right to change prices and fees at any time, upon notice, and does not provide price protection or refunds in the event of promotions or price decreases. GigRamp may offer promotional, discount, or other limited term offers. Such offers are subject to these Terms and may be subject to additional terms disclosed at the time of the offer. In the event of a conflict between these Terms and the terms of such an offer, the offer-specific terms govern with respect to such offers. All sales and payments of fees will be in US Dollars.ALL SALES FINALExcept as set out in this Agreement or as specifically offered in writing, all sales on any and all products, features or services are final. No refunds will be offered, due or given on any product, feature or service offered by GigRamp unless upon termination by GigRamp.Security and Data Privacy PracticesPlease review GigRamp’s Privacy Policy, (the “Privacy Policy”), which is available at https://www.GigRamp.com/legal/privacy-policy, and which explains how we treat the personal information that we collect about you through the Site. You agree that we may treat your personal information in accordance with our Privacy Policy, which is incorporated by reference into these Terms.a. Data Privacy: GigRamp’s Privacy Policy is hereby incorporated into and made a part of these Terms by this reference.b. Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure. Terms that Apply to Your Dataa. Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Content in the Service, you hereby grant GigRamp a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your GigRamp Account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.b. Your Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and for any actions triggered by Customer Content on the Service, and to otherwise use, process, and/or store Customer Content on the Service used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in these Terms or through your GigRamp Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Service.Proprietary Rights and GigRamp’s Right to Improve Servicesa. GigRamp Service: The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.b. Feedback: GigRamp welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.c. Improvements: Notwithstanding anything to the contrary set forth herein or otherwise, (i) GigRamp may collect, analyze, and use Usage Information, to operate, enhance, improve, and develop GigRamp products or services, including through model training, and otherwise in connection with our business; (ii) GigRamp may derive de-identified data sets from your Customer Content ("Derived Data") and may use such Derived Data to operate, enhance, improve, and develop GigRamp products or services, including through model training. You may opt out of providing GigRamp with such permission for Derived Data by deleting your account and emailing legal+deleteaddress@GigRamp.com.d. Trademarks: GigRamp and all GigRamp product names are trademarks and/or service marks of GigRamp and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any GigRamp or third-party trademark without the applicable prior written consent of GigRamp or the owner of the third-party trademark. You hereby grant GigRamp the right to identify you as a customer of GigRamp and to use your name, submission information and enriched data for this purpose without notification.Links to Third Party SitesThe Site may be linked to or may link to third party websites and applications that are not operated by GigRamp, including, without limitation, social networking, job postings, blogging and similar websites through which you may be able to connect to the Site, and other sites that provide question-and-answer forum functionality or allow you to submit job applications or other information (collectively, “Third Party Sites”). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third Party Sites, and, if applicable, allow you to configure your privacy settings in your Third Party Site account to permit your activities on the Site to be shared with your contacts in your Third Party Site account and, in certain situations, you may be transferred to a Third Party Site through a link but it may appear that you are still on our Site. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than GigRamp, and you further acknowledge and agree that your use of such Third Party Sites is governed by the respective Third Party Site privacy policy, terms and conditions, and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any Third Party Sites. GigRamp provides links to the Third Party Sites to you as a convenience. GigRamp does not verify, make any representations or take responsibility for such Third Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites. You agree that GigRamp will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third party sites and/or third-party dealings or communications, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any third party. Any reference on the Site to any product, service, publication, institution, organization of any third party entity or individual does not constitute or imply GigRamp's endorsement or recommendation.User ContentYou are responsible for the information, third-party links, current resume, job history and other content or material that you submit or otherwise make available on or through the Site and/or the Services (“User Content”). GigRamp relies upon this User Content to create profiles. You may not falsify information about your name, email, contact information, job, LinkedIn account or education history, or any other information you submit. You may not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from your User Content. You have full responsibility for your User Content, including its legality, veracity, reliability and appropriateness.Investigations and PrivacyGigRamp is dedicated to maintaining the integrity of its platform and ensuring the safety and trust of its user community. In pursuit of these objectives, GigRamp reserves the right to conduct investigations into the authenticity of postings, the accuracy of information, and the nature of activities conducted through the Site.Should GigRamp suspect that any content is falsified, misleading, or otherwise detrimental to the platform's integrity or user safety, it may take necessary investigative steps which could include, but are not limited to, the examination of user data and activities within the bounds of applicable laws and regulations.Forfeiture of Privacy Rights in Specific CircumstancesUsers accept that, under certain conditions where GigRamp must conduct an investigation governed by its terms or by law, there may be a forfeiture of privacy rights concerning the information under scrutiny. GigRamp will adhere to all legal obligations and ensure that any forfeiture of privacy is strictly limited to the scope of the investigation.Furthermore, in circumstances where GigRamp is legally compelled or finds it necessary to alert other companies or entities about a user's actions for protective or preventive purposes, such disclosures will be made in accordance with legal requirements and corporate policies.Exclusion of LiabilityYou agree that GigRamp is not liable for the content posted on its platform by users, including but not limited to the authenticity of job postings. Users are responsible for vetting and verifying the information they engage with. GigRamp does not endorse or assume any responsibility for user content, and by using the platform, users agree to bear all risks associated with such content.Unless otherwise explicitly stated herein or in the Privacy Policy, you agree that any User Content submitted, linked to, or otherwise made available by you in connection with your use of the Site and/or Services is provided on a non-proprietary and non-confidential basis. You hereby grant to GigRamp a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare compilations and derivative works of, publish, transmit and distribute your User Content, or any portion thereof, and to publish, transmit, distribute and sell compilations and derivative works of your User Content, in any form, medium or distribution method now known or hereafter existing, known or developed, without compensation to you. Your User Content may be automatically scanned by GigRamp in order to enhance your experience with our Site and Services and deliver targeted information. Such scanning is explicitly included in the foregoing license to your User Content. GigRamp may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to your User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. Depending on your account settings, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be available to others. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Content posted by you to or through the Site. Although GigRamp has no obligation to monitor, screen, check the veracity of any User Content or other information submitted by you or any other user, we may delete or remove User Content at any time and for any reason without notice.No Liability for Employment ConsequencesGigRamp is not liable for any adverse employment consequences you may face as a result of using our platform, including potential job loss or employer disputes.By accessing or using GigRamp, you acknowledge and agree that GigRamp is a platform that may facilitate interactions and engagements between users and that any outcomes related to employment, including but not limited to job placement, employer disputes, or employment termination, are not the responsibility of GigRamp. As a user of GigRamp, whether registered or not, and whether your interactions are direct or indirect, you bear sole responsibility for any employment-related consequences that arise as a result of using the platform.GigRamp shall not be held liable for any consequences, positive or negative, that affect your employment or job-seeking activities as a result of using the services provided by GigRamp. This includes any disputes or issues that arise between you and current, former, or prospective employers. You agree to hold GigRamp harmless and release GigRamp from any claims, damages, or legal actions resulting from employment matters that occur as a result of or in connection with your use of the platform.Your use of GigRamp signifies your understanding that the platform does not guarantee employment, the accuracy of job postings, or the intentions of other users. You agree to exercise due diligence and caution when engaging with potential employers and job listings. GigRamp disclaims all liability related to the legitimacy or truthfulness of job postings on the site.GigRamp reserves the right to modify or terminate its services and platform at any time without liability for the effects such changes may have on your employment situation. It is your responsibility to stay informed of any changes to these terms and to cease use of GigRamp if you do not agree with these provisions.Unauthorized ActivitiesWhen using the Site and/or the Services, you agree not to:Use any false or inaccurate information for purposes of registering as a user of the Site or for purposes of falsifying any part of your resume;Use any robot, spider, scraper or other automated means to access the Site.Use the Site, the Services, or the Materials for any commercial or pecuniary purpose.Use the Site in any manner that is harmful to others.Attempt to modify, adapt, translate, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site, the Services, or the Materials.Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.Frame or mirror any part of the Site without GigRamp’s prior written consent.Create a database, data store, or any other means of data retrieval by systematically downloading, storing or making available by any means any Site content.Use the Site in a manner that intentionally or unintentionally violates any applicable local, state, national or international law, or in a manner that is inappropriate, harmful or offensive.Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or may otherwise harm, disrupt or overburden the Site.This list of prohibitions provides examples and is not complete or exclusive. GigRamp reserves the right to (a) terminate access to your account, your ability to post to the Site (or use the Services) and (b) refuse, delete or remove any User Content; with or without cause and with or without notice, for any reason or no reason, or for any action that GigRamp determines, in its sole discretion, is inappropriate or disruptive to the Site or to any other user of the Site and/or Services. GigRamp may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at GigRamp’s discretion, GigRamp will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site or on the Internet.Unauthorized use of any Materials or Third Party Content contained on the Site may violate certain laws and regulations. You agree to indemnify and hold GigRamp and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) GigRamp or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Site or the use of the Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your User Content) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.Proprietary RightsTrademarks, names and logos on the Site are the property of their respective owners. Unless otherwise specified in these Terms, all information and screens appearing on the Site, including documents, services, design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of GigRamp. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.Intellectual Property Infringement.GigRamp respects the intellectual property rights of others, and we ask you to do the same. GigRamp may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide GigRamp’s designated agent the following information:A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Site are covered by a single notification, a representative list of such works at that Site, and the date and time of the commission of the claimed infringement.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 at the Site, and information reasonably sufficient to permit GigRamp to locate the material.A description of your interests or rights in or to the work claimed to have been infringed.Information reasonably sufficient to permit GigRamp to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.GigRamp’s agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:GigRampAtt’n: Legal Services800 N King Street Suite 304 #2060Wilmington, DE 19801E-mail: legal@GigRamp.comPlease also note that for copyright infringements under Section 512(f) of the Copyright Act (US), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.Submitting a DMCA Counter-NotificationUpon receiving a notice of claimed infringement that complies with the requirements set out above, and upon payment of any fee that we may lawfully charge, we will forward the notice to the location you have provided (or, if we are unable to forward it, we will inform you of the reasons).We also reserve the right to remove or disable access to copyright-protected material that you provided, if such removal is pursuant to a valid infringement notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to GigRamp designated agent that includes all of the following information:Your physical or electronic signature;Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which GigRamp may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.Service DescriptionPlatform OverviewGigRamp provides a digital platform aimed at connecting professionals seeking part-time, consulting, and project-based opportunities with potential employers. While we strive to facilitate meaningful connections and provide a useful platform for both job seekers and employers, we do not guarantee any specific outcomes, the availability of employers or job opportunities, or the authenticity or legitimacy of any content, including job postings and employer information.User ResponsibilitiesUsers are encouraged to exercise discretion and conduct their own due diligence when engaging with the platform and its content. This includes independently verifying the validity of job postings, employer credentials, and other relevant information before entering into any agreements or arrangements. GigRamp does not conduct background checks or endorse any specific users, employers, or job opportunities listed on the platform.Disclaimersa. Service Quality and AvailabilityThe GigRamp platform and its services are provided strictly on an "as is" and "as available" basis. GigRamp does not make any warranties, whether express or implied, regarding the completeness, reliability, suitability, or accuracy of the platform or its content for any particular purpose.GigRamp does not guarantee that the platform will meet your requirements or that access to the platform will be uninterrupted, timely, secure, or error-free. Any material downloaded or otherwise obtained through the use of the platform is accessed at your own discretion and risk.b. No Guarantees of Employment or OpportunitiesGigRamp does not guarantee employment, the authenticity of job postings, or the accuracy of any information provided by users or employers. Users are responsible for verifying the credentials and legitimacy of any potential employer or job opportunity.Even paid accounts on GigRamp do not guarantee successful outcomes, including job placements, consulting engagements, or any other specific results. The effectiveness of using the platform is influenced by numerous factors beyond GigRamp's control, including market conditions, user qualifications, and employer requirements.c. Limitation of LiabilityTo the maximum extent permitted by applicable law, GigRamp and its licensors expressly disclaim any and all implied, statutory, or other warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.GigRamp and its licensors will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from (i) the use or inability to use the platform; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the platform; or (iv) any other matter relating to the platform.d. IndemnificationUsers agree to indemnify, defend, and hold harmless GigRamp, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with their access to or use of the platform.Data Sharing and PrivacyGigRamp may share user information with potential employers to facilitate job connections. This includes sharing professional qualifications, work history, and other relevant details as part of the job matching process. By using the platform, users consent to such data sharing practices. GigRamp takes privacy seriously and adheres to strict data protection protocols to safeguard user information.Paid Accounts and Additional Servicesa. Paid ServicesGigRamp offers various paid services to enhance user experience and improve job matching capabilities. These services may include, but are not limited to, premium account features, priority listings, and enhanced visibility.Payment for these services does not guarantee any specific outcomes, including but not limited to job placements or consulting engagements. Users are encouraged to utilize these services as tools to increase visibility and improve chances but should not rely solely on them for guaranteed success.b. Refund PolicyAll payments for paid services are final and non-refundable. Users are responsible for ensuring that the services purchased meet their needs before making a purchase. In the event of any issues, users may contact GigRamp customer support for assistance.Changes to Service DescriptionGigRamp reserves the right to modify this service description at any time. Changes will be effective immediately upon posting on the platform. Continued use of the platform following any modifications indicates acceptance of the updated terms.By incorporating these expanded elements, the service description is more comprehensive, protects GigRamp more effectively, and clearly outlines user responsibilities and the platform's limitations.Termination of Repeat InfringersGigRamp reserves the right, in its sole discretion, to terminate the account or access of any user of our Site and/or Service who is the subject of repeated DMCA or other infringement notifications.Disclaimer of WarrantiesYour use of the Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by GigRamp, and they may include inaccuracies or typographical or other errors. GigRamp does not warrant the accuracy or timeliness of the Materials contained on the Site. GigRamp has no liability for any errors or omissions in the Materials, whether provided by GigRamp, our licensors or suppliers or other users.The laws of certain jurisdictions do not allow the exclusion or limitation of legal warranties and the exclusion or limitation of representations made concerning goods or services. If these laws apply to you, some or all of the exclusions in GigRamp’s terms or limitations may not apply to you.GigRamp, for itself and its licensors, makes no express, implied or statutory representations, warranties, or guarantees in connection with the site, the services, or any materials, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on the site, including without limitation the materials, any user content and any third party content. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, the site, the services, and materials, and any information contained or presented on the site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. GigRamp does not provide any warranties against viruses, spyware or malware that may be installed on your computer.Limitation of LiabilityGigRamp provides Services to you based solely on the information that you submit and in some cases, based on enriched data from third party providers. As a result, GigRamp has no control over User Content, or the quality, safety, or accuracy of any of its Services, and makes no representations about any content it shares or creates. GigRamp shall not be responsible for any employment decisions, for whatever reason, made by any entity in connection with any accounts, profiles or resumes submitted or created through the Site. You acknowledge and agree that you are solely responsible for the accuracy, form and substance of any of your User Content, and any resume or content that we provide to you, including any contact information you provide to GigRamp. You further acknowledge and agree that you are responsible for evaluating any Materials and that GigRamp shall not be responsible for your career decisions.GigRamp is also not involved with or responsible for any transaction between you and a third party, including your employer or a recruiter. Any payment to you from a recruiter or employer that was arranged using profiles or resumes created by this Site is solely the responsibility of such recruiter or other applicable third-party. You and the recruiter or other third-party are responsible for arranging and facilitating any payment, just as you are responsible for the veracity of any interaction that results from your use of this Site. GigRamp is not responsible for the non-payment or under-payment to you by any third-parties (including recruiters), or for the content or experience of any emails or other communications from such third-parties.The laws of certain jurisdictions do not allow the exclusion or limitation of liability, or of certain damages. If these laws apply to you, some or all of the below exclusions or limitations may not apply to you, and you may have additional rights.GigRamp shall not be liable to you for any damages resulting from your displaying, copying, or downloading any materials to or from the site. In no event shall GigRamp be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, use or other economic advantage) however arising, even if GigRamp knows there is a possibility of such damage.GigRamp’s maximum total, aggregate liability arising out of or in connection with the site and any materials or services provided therein, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will in no event exceed the total amount you have paid to GigRamp within the six (6) month period preceding the date the claim first arose.Local Laws; Export ControlGigRamp controls and operates the Site from its headquarters in the United States of America, and the Materials may not be appropriate or available for use in other locations. If you use the Site outside the United States of America, you are responsible for following applicable local laws.Confidential InformationConfidential Information: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms. Confidential information does not extend to job postings, applications or accounts. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.FeedbackIf you send or transmit any communications, comments, questions, suggestions, or related materials to GigRamp, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and GigRamp is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that GigRamp is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.Dispute Resolution and Arbitration; Class Action WaiverPlease read this carefully. It affects your rights.Most user concerns can be resolved quickly and to a user’s satisfaction by contacting us at legal@GigRamp.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and GigRamp. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision.Please read this Provision carefully. It provides that, except where prohibited by applicable law, all Disputes between you and GigRamp shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).For the purpose of this Provision, “GigRamp” means its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and GigRamp regarding, arising out of or relating to any aspect of your relationship with GigRamp, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as GigRamp's licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding.We each agree that, except as provided below or where prohibited by applicable law, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this provision.Pre-Arbitration Claim ResolutionFor all Disputes, whether pursued in court or arbitration, you must first give GigRamp an opportunity to resolve the Dispute. You must commence this process by emailing written notification to legal@GigRamp.com. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If GigRamp does not resolve the Dispute within 90 days after it receives your written notification, you may pursue your Dispute in arbitration or, only where arbitration is prohibited by law, in court. You may pursue your Dispute in a court only under the circumstances described below.Arbitration ProceduresIf this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or GigRamp may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.Arbitration Award — The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.Location of Arbitration — You or GigRamp may initiate arbitration in Delaware.Payment of Arbitration Fees and Costs — You shall bear the full cost of any and all legal fees, arbitration fees, and associated expenses, for both parties, incurred in the resolution and commencement of disputes. You will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. You waive the right to recoup any fees and costs unless pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with GigRamp as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will not be entitled to recover reasonable attorney’s fees and costs.Explicit Financial Cap on Claims: In any dispute, legal action, or arbitration arising from your use of our services, the maximum recoverable damages you may seek shall not exceed either the total subscription fees paid by you to GigRamp or 6 months of paid subscription fees by you for one account, whichever is lesser.Class Action WaiverExcept as otherwise provided in this Provision or by applicable law, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and GigRamp specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision with approval from GigRamp, as specified above, this Class Action Waiver still applies to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above. In the event of any class action or similar proceeding, you are responsible for all legal and arbitration costs incurred by all parties, with claim amounts not exceeding either the total subscription fees paid by you to GigRamp or 6 months of paid subscription fees by you for one account, whichever is lesser.General (NEED TO REVIEW ALL)a. Force Majeure: Neither GigRamp nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.b. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.c. Severability; Waiver: If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.d. No Third-Party Beneficiaries: These Terms do not create any right in favor of any third party.e. Governing Law; Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms not subject to Section: Binding Arbitration will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.f. Entire Agreement: These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable a GigRamp order form), which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and GigRamp relating to the subject matter hereof.SeverabilityIf any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, the specific Provision will be unenforceable and the Dispute will be decided by a court.ContinuationThis Provision shall survive the termination of your service with GigRamp or its affiliates for 5 years. Notwithstanding any provision in this Agreement to the contrary, we agree that if GigRamp makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require GigRamp to adhere to the present language in this Provision if a dispute between us arises.IndemnificationUsers agree to indemnify and hold harmless GigRamp, its affiliates, officers, agents, employees, and partners from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of GigRamp, your violation of these Terms of Service, or your violation of any rights of another.ViolationsGigRamp prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by GigRamp, may result in immediate termination of your access to the Site without prior notice to you.Choice of Law and VenueSubject to applicable consumer protection laws, the Federal Arbitration Act, Delaware state law and applicable U.S. federal law, without regard to choice of law or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, or where otherwise prohibited by law, any disputes relating to these Terms or the Site will be heard in the courts located in Delaware.LanguageThe Parties hereto have expressly required that this agreement and all documents and notices relating thereto be drafted in the English language.Posted Date: January 19, 2024 - Effective Date: July 19, 2024