Terms and Conditions

Relationship between:

- GeniusMesh, Inc., a company governed by the laws of the State of Delaware, USA having its registered office at Tech Alpharetta Innovation Center, 2972 Webb Bridge Road, Alpharetta, GA 30009, USA (hereinafter referred to as “GeniusMesh”, “we”, “our”, and “us”) on the one hand, and

- each Employer (as defined below), Candidate (as defined below), Academic Institutions (defined below), user or visitor on the other hand (collectively “you” or “your”) (i) accessing GeniusMesh’s mobile application (“Mobile App”) and websites located at https://www.geniusmesh.com/ (hereinafter collectively referred to as the “Websites”), and/or (ii) using the Services (as defined under Section 2.2 of these Terms) via the Websites and/or Mobile App.

You and GeniusMesh shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.

Please read these Terms carefully before using the Websites and/or Mobile App. Your access to the Websites and/or Mobile App and your use of the Services (as defined below) is conditioned upon your acceptance of and compliance with these Terms.

1. Acceptance & Modification of the Terms

By accessing the Websites and/or Mobile App and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below) on the Platform (as defined below), and (ii) refrain from accessing the Websites and/or Mobile App.

Your continued use of the Websites, Mobile App and Services on the Platform (as defined below) shall be deemed to constitute your acceptance of these Terms.

GeniusMesh reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. If you object to any such changes, your sole recourse shall be to cease using the Websites, Mobile App and/or Services. Your continued use/access to the Websites and/or Mobile App and your continued use of the Services on the Platform (as defined below) following the posting of any changes to these Terms shall indicate your acknowledgement of such changes and satisfaction with the Websites, Mobile App and/or Services as so modified and therefore shall be subject to the newly modified Terms.

2. Platform, License, Services & Rights/Obligations of the Parties

GeniusMesh provides Employers, Candidates, and Academic Institutions (defined below), universities, and institutions with a mobile and Web-based Software-as-a-Service (SaaS) recruitment and professional networking platform embedded/ integrated in the Websites and Mobile App to facilitate networking and employer-candidate matching using advanced algorithms (hereinafter referred to as the “Platform”) which enable Employers (defined below), Candidates (defined below), and Academic Institutions (defined below) to use the Services (defined below).

GeniusMesh hereby grants each Employer, Candidate, and Academic Institutions (who hold a User Account with GeniusMesh) a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform via the Websites and/or Mobile App in strict compliance with the terms and conditions of the present Terms.

2.2 GeniusMesh also:

• (i) Provides qualified professionals holding a senior executive MBA degree and experienced alumni from selected universities/schools (“Candidate(s)”) who have working experience with access to the Platform to:
  • Connect with other alumni;
  • Participate in forum discussions;
  • Search and apply for full-time or contract working opportunities with Employers (defined below);
  • Use GeniusMesh’s artificial intelligence-based assessment career path tool to determine the Candidate’s career roadmap by assessing and providing recommendations on the Candidate’s potential leadership qualities and personality traits, strengths, weaknesses, cultural fit, motivational factors, career aspiration gaps and technical gaps; and
  • Access our artificial intelligence-based resume evaluation engine to compare the Candidate’s resume with similar industry-specific resumes with the aim of suggesting improvements to strengthen the Candidate’s resume.
• (ii) Provides all companies, small to large enterprises and hiring managers (“Employer(s)”) with the Platform in order for the Employers to:
  • Post job opportunities, evaluate the qualifications and characteristics of potential Candidates;
  • Schedule and conduct interviews with Candidates;
• (iii) Provides Candidates, Employers as well as schools, universities and institutions (“Academic Institution(s)”) with networking services on the Platform.
• (iv) Provides coaching and resume writing services.
• (v) Acts as a third-party intermediary, facilitating the recruitment of Candidates by Employers.

3. Registration, Password and Security

To be able to use the Services on the Platform, Candidates, Employers, schools, universities, or institutions must register on the Websites or Mobile App by providing all required information, which shall include but not be limited to:

• (i) The Candidate’s full name, email address, academic credentials, resume, recent profile picture, preferred job role and industry, expected salary, and contact information;
• (ii) The Employer’s email address, industry name, and contact information; or
• (iii) The Academic Institution’s administrative email, contact person, and contact information.

After careful verification, an account shall thereafter be opened by GeniusMesh, in its sole discretion, for the Candidate, Employer, or Academic Institution on the Websites and Mobile App (“User Account”). You acknowledge and agree to GeniusMesh using your LinkedIn profile, email address (personal or work), or applicable university .edu domain email address (if any), to verify the validity of the information you have provided to us when registering for your User Account, at GeniusMesh’s sole discretion. You acknowledge and agree that GeniusMesh may, in its sole discretion, deny you access to its Websites, Mobile App, Platform, and/or Services for any reason or no reason at all.

3.2 You agree to:

• (i) Provide true, accurate, current, and complete information about yourself as prompted by GeniusMesh’s registration process on the Websites or Mobile App; and
• (ii) Maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.

3.3 If you provide any information to GeniusMesh that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Websites or Mobile App and deny you the ability to access and use the Services.

3.4 You acknowledge that you may transition from having a User Account as a Candidate to having a User Account as an Employer, depending on the Services you require.

3.5 You may indicate, during the registration process, to GeniusMesh your choice of User Account’s username and password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify GeniusMesh immediately of any unauthorized use of your User Account or any other breach of security. GeniusMesh shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by GeniusMesh due to any third party using your Login Credentials and/or User Account.

3.6 You acknowledge that your User account is for your personal and/or business use. As such, you agree to receiving (i) certain marketing communications from GeniusMesh, as it pertains to the Services we provide on the Websites, and (ii) networking opportunities from other users on the Platform, who may contact you from time to time.

3.7 You shall not use your User Account to resell any of the Services and post any content on the Platform that could be construed as an advertisement.

4. Subscription Plans

Your use of the Services shall be billed on a recurring and periodic basis. GeniusMesh currently offers Candidates, Employers, and Academic Institutions different subscription plans on the Websites or Mobile App, tailored to the Candidate’s, Employer’s, or Academic Institution’s intended use of the Services, which shall enable you to use selected Services (“Subscription Plan(s)”).

Each Subscription Plan shall include restrictions and requirements that outline the features of the Subscription Plan that you will have access to as well as the applicable fee. The features of each Subscription Plan shall be further detailed on the Websites and Mobile App.

4.2 Candidates, Employers, and Academic Institutions will be billed on a recurring and periodic basis (“Billing Cycle”). Billing Cycles may be set on a monthly or yearly basis.

4.3 At the end of each Billing Cycle, the Candidate’s, Employer’s, and Academic Institution’s Subscription Plan will automatically renew under the exact same conditions unless (i) the Candidate, Employer, or Academic Institution cancels their respective Subscription Plan from their User Account’s dashboard, or (ii) GeniusMesh cancels the Subscription Plan, in accordance with these Terms.

5. Subscription Plan Fees

5.1 GeniusMesh may, in its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. GeniusMesh shall provide Candidates, Employers, and Academic Institutions with reasonable prior notice of any change in Subscription Plan fees to give them the opportunity to terminate their Subscription Plan before such change becomes effective. The continued use of the Services after the Subscription Plan fee change has come into effect shall constitute the agreement to pay the modified Subscription Plan fee amount.

5.2 For each Subscription Plan offered by GeniusMesh on the Websites or Mobile App, a specific monthly/annual fee (which varies according to the Subscription Plan you select) shall apply.

5.3 Candidates and Employers shall pay GeniusMesh all fees associated with their selected Subscription Plan on time. Subscription Plan fee payments shall be strictly non-refundable.

5.4 Candidates, Employers, and Academic Institutions shall provide GeniusMesh with accurate and complete credit card details to ensure a valid payment method. Candidates, Employers, and Academic Institutions warrant that they are authorized to use their respective chosen credit card as a payment method. They shall notify GeniusMesh of any changes to their respective credit card details and invoicing address.

5.5 By completing the required registration on the Websites or Mobile App for a specific Subscription Plan, the Candidate, Employer, or Academic Institution agrees to authorize GeniusMesh and/or its third-party payment processor, such as Stripe, to charge their respective credit card on a recurring monthly/annual basis until cancellation of the Subscription Plan or termination/suspension of these Terms under Section 17 (Suspension and Termination), for (i) the applicable Subscription Plan fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.

5.6 If GeniusMesh does not receive payment from the verified payment method on the due date, the Candidate, Employer, or Academic Institution shall immediately pay all amounts due to GeniusMesh upon request. Should GeniusMesh be unable to collect all such outstanding amounts, it may, in its sole discretion, close and cancel the User Account and access to the Services without notice.

5.7 Candidates, Employers, and Academic Institutions agree to notify GeniusMesh of any billing queries and errors within thirty (30) days after receipt of their respective invoice. Failure to notify GeniusMesh within this period shall constitute a waiver of the right to dispute such queries and errors at a later date.

5.8 GeniusMesh does not guarantee that the Subscription Plans offered on the Websites or Mobile App will be offered indefinitely and reserves the right to change the Subscription Plan fees and alter the features and options associated with any particular Subscription Plan.

6. Intermediary Fee & Taxes

6.1 Intermediary Fee. GeniusMesh acts as a facilitating intermediary/entity which is only a third party to any Services purchased/subscribed by the Candidate or Employer on the Platform. GeniusMesh shall collect from the Employer a finder’s fee calculated based on a pre-determined percentage (as provided under the Payment Agreement) of:

• (a) The total hourly pay rate or fixed contract rate for each temporary engagement facilitated by GeniusMesh via the Platform; and/or
• (b) The subscription fee and/or gross annual package of a Candidate for each successful permanent/full-time engagement facilitated by GeniusMesh via the Platform.

(Collectively, the “Intermediary Fee”.)

6.2 The Employer acknowledges and agrees that in the event an Employer hires a Candidate using the Services, the Employer shall pay the fees as stipulated in the Payment Agreement. This obligation shall be in effect for a period of two (2) years from the date the Employer is first connected with the Candidate via the Services.

6.3 Taxes. Candidates, Employers, and Academic Institutions shall be responsible for the payment of all taxes associated with the purchase of the Services via the Platform and shall not deduct from the payments due to GeniusMesh any taxes, except as required by applicable law.

7. Acceptable Use of the Websites and Mobile App

7.1 You may not use the Websites and/or Mobile App to transmit, distribute, store or destroy any material or information:

• In violation of any applicable law or regulation;
• In a manner that infringes GeniusMesh’s Intellectual Property Rights or any third party’s intellectual property rights;
• In a manner that violates the privacy or other personal rights of third parties;
• That is defamatory, obscene, threatening, abusive, or hateful; and/or
• That contains unauthorized or malicious software, such as viruses or spyware.

8. User Content

GeniusMesh allows you to make available certain information contained in your User Account and other text, graphics, discussions, or any other material (“User Content”) on the Websites or Mobile App. You shall be responsible for the User Content that you post to the Websites or Mobile App, including for its legality, reliability, and appropriateness. By posting User Content on the Websites or Mobile App, you grant GeniusMesh the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such User Content on and through the Websites or Mobile App.

You shall retain any and all of your rights to any User Content you submit, post, or display on or through the Websites and/or Mobile App and you shall be solely responsible for protecting those rights.

8.1 You represent and warrant that:

• (i) The User Content belongs to you (i.e., you own it) or that you have the right to use it (e.g., as a licensee) and grant GeniusMesh the rights and (sub-)license as granted by you under Section 8 of these Terms.
• (ii) The posting of User Content on or through the Websites or Mobile App does not violate GeniusMesh’s Intellectual Property Rights or any third party’s intellectual property rights, privacy rights, publicity rights, copyrights, contract rights, or any other rights.

GeniusMesh reserves the right to block or remove User Content that it determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of GeniusMesh’s Intellectual Property Rights or those of any third party; or (iv) offensive or otherwise unacceptable at its sole discretion.

9. Representations and Warranties

You hereby represent and warrant that your access to the Websites and/or Mobile App and your use of the Services will:

• (i) Be in accordance with these Terms.
• (ii) Comply with all applicable laws, regulations, and rules.
• (iii) Not be for any unlawful purposes.
• (iv) Not entail, imply, or give rise to the publication of any illegal content or further any illegal activities.
• (v) Not infringe upon or misappropriate GeniusMesh’s Intellectual Property Rights or any third party’s intellectual property rights.
• (vi) Not be used to create, distribute, facilitate, or operate in conjunction with malware, spyware, adware, or other malicious programs or code.

10. Disclaimer of Warranties

Unless otherwise provided under these Terms, the Services shall be provided by GeniusMesh to you "as is," with all faults, defects, bugs, and errors.

10.1 GeniusMesh hereby disclaims all warranties and conditions with regard to your use of the Services on the Platform and makes no warranties or guarantees of any kind with respect to the User Content, including all warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, or integration.

10.2 GeniusMesh and/or its respective affiliates, licensors, and vendors make no representations about the suitability, accuracy, reliability, or completeness of (i) the information contained on the Websites, Mobile App, Platform, and Services, and (ii) related graphics published on the Websites, Mobile App, Platform, and Services for any purpose.

10.3 GeniusMesh makes no warranty that (i) the Services will meet your requirements or expectations; (ii) your access to or use of the Websites, Mobile App, Platform, and Services will be uninterrupted, timely, secure, or error-free; or (iii) any defects in the Websites (including the Platform) and/or Services will be corrected.

11. Intellectual Property

All content, trademarks, data, information, or materials provided by GeniusMesh on the Websites, Mobile App, Platform, and Services, including but not limited to copyrighted works, databases, text, algorithms, graphics, icons, designs, logos, domain names, and trade secrets (“Materials”), are the sole and exclusive property of or are licensed to GeniusMesh. You may not reproduce, distribute, or copy the Materials by any means without GeniusMesh’s prior written permission.

Any and all intellectual property rights in the Materials, Websites, Mobile App, Platform, and Services vest solely and exclusively in GeniusMesh or its licensors. All rights not expressly granted by GeniusMesh to you are reserved.

12. Indemnification

You agree to indemnify and hold harmless GeniusMesh from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on:

• Your violation of these Terms.
• Your use or misuse of the Services.
• Your infringement of GeniusMesh’s Intellectual Property Rights.

13. Limitation of Liability

GeniusMesh, its affiliates, licensors, and vendors shall in no event be responsible or liable to you or any third party for any indirect, special, incidental, consequential, exemplary, or punitive damages, including but not limited to loss of profit, revenue, or business arising in whole or in part from your use of the Services, even if GeniusMesh has been advised of the possibility of such damages.

13.1 GeniusMesh’s liability to you for any cause whatsoever and regardless of the form of action shall at all times be limited to a maximum of one hundred United States dollars ($100.00).

14. Privacy Policy

GeniusMesh’s Privacy Policy governs the use, storage, and processing of the personal information you may provide to GeniusMesh through your access to the Platform or use of the Services. By using the Services, you accept the terms of GeniusMesh’s Privacy Policy.

15. Third Party Links

The Websites, Mobile App, Platform, and Services may contain links to third-party websites or resources. GeniusMesh is not responsible for the availability or accuracy of such websites or resources or the content, products, or services available from them.

Your interactions or business transactions with third-party websites or resources found through GeniusMesh are solely between you and the third party, and GeniusMesh is not liable for any loss or damage resulting from such interactions.

16. Age Restriction

The Services are not intended for persons younger than eighteen (18) years of age. By accessing and using the Websites and/or Mobile App, and by agreeing to these Terms, you warrant and represent that you are at least eighteen (18) years of age.

17. Suspension and Termination

17.1 GeniusMesh may suspend or temporarily disable access to all or part of the Websites, Mobile App, Platform, User Account, or Services if:

• GeniusMesh suspects you of partaking in any illegal activity;
• GeniusMesh reasonably believes that you have violated these Terms;
• GeniusMesh reasonably believes you are using the Services to promote your business or for any purpose other than the recruitment of Candidates and participation in our professional networking forums/discussions; or
• Applicable law enforcement or other government agencies have requested GeniusMesh to suspend or temporarily disable your access.

17.2 If GeniusMesh breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon termination, GeniusMesh shall:

• Block your access to all of the Websites and Mobile App;
• Block your use of the Services;
• Disable your User Account; and
• Delete all of your data in your User Account.

18. No Agency, Partnership, Employment or Independent Contractor Status

You acknowledge that GeniusMesh is merely a service provider that provides the Platform for Candidates to network and connect with potential Employers. Accordingly, there is no employment, agency, joint venture, partnership, or independent contractor relationship between you and GeniusMesh.

GeniusMesh does not and shall not be required to assume any obligations or liabilities arising from or related to an employment or independent contractor relationship, including but not limited to immigration, sponsorship, wages, benefits, workers’ compensation, health insurance, or tax obligations.

19. General Provisions

19.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive, and nothing herein restricts you from accessing or using any other third party’s products or services, even if such products or services are similar to those provided by GeniusMesh.

19.2 Severability. If any provision of these Terms is held to be invalid under applicable law, it is deemed to be omitted without invalidating or impairing the other provisions.

19.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms does not operate as a waiver of the right to enforce that provision or any other provision at any time. Waivers must be in writing and signed by the waiving Party.

19.4 Notices. Except as otherwise provided, any notice required or permitted to be given under these Terms shall be effective only if sent in writing by certified mail, registered mail, courier, or email to contact@geniusmesh.com.

19.5 Entire Agreement. These Terms represent the entire agreement between the Parties relating to the subject matter and supersede any prior agreements or understandings.

19.6 Governing Law & Dispute Resolution. These Terms, and any disputes arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the State of Delaware, USA. Any disputes shall be resolved exclusively through Alternative Dispute Resolution in the State of Delaware.

20. Contact Information

Should you have any questions concerning these Terms or any issues about the Websites, Mobile App, Platform, and/or Services, you may contact GeniusMesh at contact@geniusmesh.com.

Effective Date: July 10, 2020