Last Update: 2/5/2018
Genius Mesh LLC ("Genius Mesh," "we," or "us") provides the website available at http://www.geniusmesh.com offers certain services, including but not limited to connecting students and alumni of a particular university (“University”) with temporary engagement or permanent opportunities offered by alumni of such University and various companies (collectively, the "Services"). "You" means the individual person entering these Terms of Service (the "Terms") on his or her own behalf, or if the Terms is being entered into on behalf of an organization, such as an employer, "you" means the organization on whose behalf the Terms are entered, and in the latter case, the person entering the Terms represents and warrants that he or she has the authority to do so on your behalf. Please read the Terms carefully. You understand and agree that the Terms set forth the legally binding terms and conditions for your use of the Site and Services, and the Site and Services are made available and provided to you under these Terms. By visiting, using or accessing the Site and/or the Services, you agree to comply with and be bound by the Terms. If you do not agree to all of the Terms, or if you are not eligible or authorized to enter into the Terms, then do not use or access the Site or the Services. Using or accessing all or any part of the Site or the Services will constitute acceptance of the Terms and create a legally enforceable contract under which you agree to be bound by all of the Terms without modification. If you wish to register for a Genius Mesh Account to make use of the Services (“Genius Mesh Account”), you must read these Terms and confirm your acceptance during the registration process. Note, however, that the Terms apply to your access to and use of the Site and Services regardless of whether you register for a Genius Mesh Account.
1. TYPES OF USERS; APPLICABLE TERMS
University students or alumni that are using the Services to search for engagements are “Job Seekers”. University alumni and companies who are offering employment opportunities through the Services, either individually or on behalf of a company, are “Employers”. These Terms contain terms that are applicable to both Job Seekers and Employers, as well as terms that apply solely to Job Seekers or Employers (as applicable). Those terms that are specific to Job Seekers are set forth in Section 4, and those terms that are specific to Employers are set forth in Section 5. All sections not expressly identified above apply to both Job Seekers and Employers.
2. GENIUS MESH ACCOUNT
2.1. Eligibility You must be at least 18 years of age and either a current student or alumni of the applicable university or a representative of a company in order to use the Services. If you do not so qualify, you are prohibited from accessing, using and registering for the Site and Services. We will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13. By registering for a Genius Mesh Account, you represent that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation. Your account profile may be deleted or suspended without warning if we have reason to believe that you do not meet eligibility requirements.
2.2. Email address and Password If you register for a Genius Mesh Account, you will be required to provide an email address and password for your account profile. You must have an email address with the applicable university .edu domain (e.g., mit.edu domain for MIT Job Seekers and Employers) or a personal or company email in order to register for a Genius Mesh Account. In certain cases, you may be given the option to allow someone from your company to create a login with non .edu domain. You are solely responsible for maintaining the confidentiality of your password and all use of your password and profile. You agree not to use the profile or password of another registered user at any time unless expressly authorized by such user. You agree to notify us immediately if you suspect any unauthorized use of your account profile or access to your password.
3. YOUR RESPONSIBILITIES
3.1. Use You shall solely use the Site for posting or searching for job opportunities (as applicable). You shall not post any content that could be construed as an advertisement (as determined in Genius Mesh’s sole discretion). In addition, you must not use the Site or Services to: (a) violate any local, state, national or international law or regulation; (b) violate any third-party right, including any intellectual property or privacy right; (c) stalk, harass, threaten, or harm another individual; (d) collect or store personal data about other users without their express consent; (e) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity (including a third party organization or Genius Mesh); or (f) interfere with or disrupt the Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, through the use of automated software or otherwise. You must not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Content (as defined in Section 10), Site, or Services, use of the Content, Site, or Services, or access to the Content, Site, or Services. You may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services (including, without limitation, the underlying software for the Site or Services) or access the Site or Services in order to build a similar or competitive service. You may not introduce software or automated agents to the Site or Services so as to produce multiple accounts, generate automated searches, requests, and/or queries, or to strip, scrape, or mine data from the Site or Services. Without our prior written consent, you may not (i) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (ii) use any high volume, automated, or electronic means (including without limitation robots, spiders, scripts or other automatic device) to access the Services or monitor or copy our web pages or the content contained thereon; or (iii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. All information that you provide to us must be true, accurate and current.
3.2. Term The Terms shall remain in full force and effect while you use the Site and/or Services, or have a Genius Mesh Account. You may terminate your account on the Site at any time, for any reason, by sending an email to firstname.lastname@example.org. We may terminate or suspend your Genius Mesh Account for any reason in our sole discretion, effective immediately upon sending notice to you at the primary e-mail address you have stored in your Genius Mesh Account. If we have ongoing Payment Obligations at the time of the termination of your Genius Mesh Account (as explained in Section 4.2), the termination shall not impact our Payment Obligations (to the extent applicable) or either party’s rights in the Engagement Payments under these Terms.
3.3 Access to the Site and Services is made available for your personal, internal, non-commercial use. You may not frame the Site or Services, or make available, or facilitate distribution of the Site, Services, or Content (as defined below) through any means or medium unless otherwise expressly approved in writing by Genius Mesh.
4. JOB SEEKER TERMS
4.1. Term of Engagement If you are working on a temporary assignment and If you intend to terminate your engagement with the Employer, you must provide at least fifteen (15) days prior written notice to Genius Mesh and to the employer.
4.2. Engagement Payments and Services Fee Fee You are not required to pay for our services if you find a permanent opportunity. Employers are only required to pay for our Services if you are engaged by an Employer. If you are engaged by an Employer for a temporary assignment, the Employer will send all payments that it owes you (“Engagement Payments”) directly to Genius Mesh. In consideration for your use of the Services, Genius Mesh shall be entitled to keep five percent (3%) of each Engagement Payment (“Services Fee”) if you choose to receive payments through online transactions. Subject to Section 6, within thirty (30) days of receiving each Engagement Payment from your Employer, Genius Mesh shall pay you the Engagement Payment, minus the applicable Services Fee (Genius Mesh’s “Payment Obligation”), if applicable. You acknowledge and agree that Genius Mesh only has a Payment Obligation to the extent that it receives an Engagement Payment from your Employer. If we do not receive an Engagement Payment from your Employer or if your Employer requests that Genius Mesh return an Engagement Payment to the Employer, Genius Mesh shall not have a Payment Obligation with respect to the unpaid Engagement Payment, and you agree that Genius Mesh shall not be liable in any way if your Employer does not make one or more Engagement Payments.
4.3. Permanent Employment If your Employer decides to hire you as an employee (and thus assume the obligations of an employer in compliance with applicable law) and you accept such employment, Genius Mesh will not be entitled to receive a Services Fee for work you perform for the employer after the commencement of such employment and Genius Mesh’s Payment Obligation shall terminate upon commencement of such employment.
4.4. Form of Payment For temporary engagements, Genius Mesh will transfer Engagement Payments to you (minus the Services Fee) either (i) through a third party payment processor, or, in Genius Mesh’s sole discretion (ii) by one of the two following methods, as chosen by you: (i) check, to be sent to an address that you specify; or (ii) direct deposit to a bank account that you specify, upon your provision to Genius Mesh of the information necessary to set up a direct deposit.
4.5. Networking Prohibited You shall not use the Site or the Services as a networking tool. If you become aware of a job opportunity with an Employer through this Site, you shall not contact the Employer or otherwise inquire about the job opportunity except as permitted through the Site. Any other method of application shall be considered a “Prohibited Interaction”. If, after becoming aware of a job opportunity with an Employer through this Site, you commence a Prohibited Interaction with the Employer, and the Employer engages or hires you within one (1) year of you first becoming aware of the job opportunity through the Site, you shall pay Genius Mesh a flat fee of $50,000 as well as any of Genius Mesh’s attorneys’ fees should a dispute arise relating to your payment obligation hereunder. The parties agree that the actual damages for such engagement or hiring are uncertain and difficult to ascertain, but that such amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages. As such, the parties agree that such amount is liquidated damages and not a penalty.
4.6. Genius Mesh is Solely a Service Provider You acknowledge that Genius Mesh is merely a service provider that provides a platform for you to connect with potential Employers. Accordingly, there is no employment or independent contractor relationship between you and Genius Mesh. Genius Mesh does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between Genius Mesh and you or between an Employer and you), including, but not limited to, any obligations or liabilities related to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations. As between you and Genius Mesh, you are responsible for all such matters, including, without limitation, withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services, including your receipt of Engagement Payments.
4.7. Tax Reporting At its sole discretion (but not obligation), Genius Mesh may provide a 1099-K form to the Internal Revenue Service for the Engagement Payments that it receives from your Employer in a single calendar year.
5. EMPLOYER TERMS The terms set forth in this Section 5 apply solely to Employers.
5.1. Point-of-Hire Agreement If you are an Employer and you are interested in engaging or hiring a Job Seeker that you found through the Services, you shall enter into a separate services agreement with Genius Mesh that governs the continuing relationship between you and Genius Mesh (“Point-of-Hire Agreement”). You acknowledge and agree that your right to engage or hire a Job Seeker through the Site is conditioned upon you entering into a Point-of-Hire Agreement with Genius Mesh.
5.2. Networking Prohibited You shall not use the Site or the Services as a networking tool. If you become aware of a Job Seeker through this Site, you shall not contact the Job Seeker except as permitted through the Site. Any other method of communication shall be considered a “Prohibited Interaction”. If, after becoming aware of a Job Seeker through the Site, you commence a Prohibited Interaction with the Job Seeker, and you engage or hire the Job Seeker within one (1) year of first becoming aware of the Job Seeker through the Site, you shall pay Genius Mesh a flat fee of $50,000 as well as any of Genius Mesh’s attorneys’ fees should a dispute arise relating to your payment obligation hereunder. The parties agree that the actual damages for such engagement or hiring are uncertain and difficult to ascertain, but that such amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages. As such, the parties agree that such amount is liquidated damages and not a penalty.
6. HOLD ON ENGAGEMENT PAYMENTS
If Genius Mesh determines or reasonably suspects that you have (i) materially violated these Terms, (ii) committed fraud with respect to your use of the Services, or (iii) abused your rights under these Terms in any way, Genius Mesh shall have the right to retain the full amount of Engagement Payments it currently holds and/or subsequently receives.
7. MODIFICATIONS TO TERMS
8. MODIFICATIONS TO SERVICES
We reserve the right to modify or discontinue the Site or Services, including, without limitation, to remove any Content, with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site or Services, including, without limitation, to remove any Content. If you object to any such changes, your sole recourse shall be to cease using the Site and/or Services. Continued use of the Site and/or Services following notice of any such changes shall indicate your acknowledgement of such changes and satisfaction with the Site and/or Services as so modified.
9. PRIVACY AND CONFIDENTIALITY
9.2. Confidentiality You agree that any information you obtain through the Services that is not publicly available to all users with Genius Mesh Accounts is confidential information of the user that disclosed such information to you, and you agree to hold such information in confidence.
10. THIRD PARTY CONTENT AND MONITORING
We are a distributor and publisher of our own proprietary content as well as content supplied by users of the Services and by other third parties (collectively, "Content"). We have no editorial control over the content of third parties, including users of the Services. Any opportunities or other information expressed or made available by third parties as part of the Content, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any Content, or opinion, advice, information, or statement made on the Services by anyone. We do not conduct background checks or otherwise verify the status of users, including the student, immigration, citizenship or Optional Practical Training (OPT) status of any users of the Services. We have the right, but not the obligation, to monitor and review the Content on the Services and your Genius Mesh Account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor Content for accuracy or reliability.
11. YOUR CONTENT; LICENSE; REPRESENTATION AND WARRANTY
You are solely responsible for any information, comments, data, logos, materials, or other content of any type or description that you provide or make available to us through or to the Site or Services, including any data entry forms found through the Site ("Your Content"), and we act as a passive conduit for the distribution and publication of Your Content. However, we reserve the right to remove Your Content if we believe Your Content violates the Terms or may otherwise create liability for us. You represent and warrant that Your Content (a) does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful or deleterious programming routines; and (g) is complete and accurate. You hereby grant to us a worldwide, perpetual, irrevocable, fully paid up, royalty-free, transferable license, sublicensable through multiple tiers of sublicensees, to use, reproduce, modify, distribute, display, perform, and create derivative works from Your Content in any media or through any means now known or not currently known for the purposes of providing and maintaining the Services. You acknowledge that some of Your Content will be publicly available for other users of the Site or Services to view. You acknowledge and agree that you are solely responsible for Your Content.
12. INTELLECTUAL PROPERTY
You acknowledge that Genius Mesh and its licensors own all right, title and interest in and to the Services, including without limitation, the Site and Content (excluding Your Content), and all underlying software and technology, including without limitation all Intellectual Property Rights (as defined below) therein. The provision of the Site, and Services does not transfer to you or any third party any rights, title, or interest in or to such Intellectual Property Rights. Genius Mesh and its licensors reserve all rights not granted in the Terms. If you provide Genius Mesh with any feedback or suggestions regarding the Site or Services ("Feedback"), you hereby grant Genius Mesh an unlimited, worldwide, perpetual, irrevocable, fully paid up, royalty-free, transferable license, sublicensable through multiple tiers of sublicensees, to use, reproduce, modify, distribute, display, perform, creative derivative works of, or otherwise exploit such Feedback in any manner. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
13. RESPONSIBILITY FOR DEALINGS WITH THIRD PARTIES
13.1. Subsequent Interactions Your correspondence, other interactions and/or ensuing relationship with any third parties found on or through the Services, including with Job Seekers and Employers ("Other Organizations"), and any other terms or conditions associated with such interactions, are solely between you and the Other Organizations you choose to deal with. Genius Mesh expressly disclaims any responsibility for any such interactions between you and Other Organizations. For avoidance of doubt, Genius Mesh disclaims any responsibility for any engagement or employment opportunities or services, or any other opportunities or services acquired or made available through our Services, even if Genius Mesh investigates or attempts to verify any information in connection therewith. You agree that you must evaluate, and bear all risks associated with the use of our Services, including the Content, and that you may not rely on the Content. YOU AGREE THAT NEITHER GENIUS MESH NOR ANY OF ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS WITH OTHER ORGANIZATIONS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST GENIUS MESH ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH ANY OTHER ORGANIZATIONS.
13.2. Release You hereby release us, our affiliates, and our and their officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (a) any interactions with other Genius Mesh users (including any Other Organizations), or (b) your participation in any activities arising from or related to your use of the Services.
The foregoing release is made hereto notwithstanding the provisions of California Civil Code Section 1542 (or any other statute, whether in California, Delaware, New York or elsewhere, or common law principle with a similar effect as to the subject matter of the Terms) which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You expressly waive any and all rights you may have under the provisions of California Civil Code Section 1542 or any similar statute in any other jurisdiction.
The Services may permit you to access the Site and/or Services from and to link from the Site and/or Services to other websites on the Internet. These other websites are not under our control, and you acknowledge and agree that we are not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by us or any association with its operators. Additional or different terms and conditions may apply when you are accessing and using such other websites. We encourage you to review the terms of service and privacy policies for any such third party links you visit on the Site or Services. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.
You agree that we, in our sole discretion, may terminate your Genius Mesh Account or other use of the Site or Services without prior notice, and remove and discard Your Content from the Site, for any reason and without prior notice, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time by emailing email@example.com.
16. DISCLAIMER OF WARRANTIES
THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICES WILL BE SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. YOUR USE OF THE SITE AND SERVICES ARE SOLELY AT YOUR OWN RISK.
17. LIMITATION OF LIABILITY; RELEASE
You agree that we shall not be responsible or liable for any unauthorized access to, alteration or use of your Genius Mesh Account, transmissions or data, or any material or data sent or received or not sent or received through the Services. You agree that we are not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.
IN NO EVENT SHALL WE (OR OUR AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE OR SERVICES, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND OUR REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO US BY YOU (AND RETAINED BY US HEREUNDER DURING THE PREVIOUS 6-MONTH PERIOD) OR US$20.00, WHICHEVER IS GREATER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
18. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless Genius Mesh, its affiliates, and its and their officers, directors, employees, independent contractors and other partners (collectively, "Genius Mesh Indemnitees"), from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that Genius Mesh Indemnitees may incur as a result of or arising from (a) Your Content and any information you (or anyone accessing the Services using your password) submit, post or transmit through the Services, (b) your (or anyone using your account) violation of the Terms or applicable law or regulation, (c) your (or anyone using your account) violation of any rights of any other person or entity (including, but not limited to, third party privacy rights), (d) any information or content we collect from third parties through the Site or Services at your request, (e) any viruses, trojan horses, worms, time bombs, cancelbots, spyware or other similar harmful or deleterious programming routines input by you into the Services or (f) any correspondence, other interactions and/or ensuing relationship by or between you and any Other Organizations.
20. TRADEMARKS AND COPYRIGHT NOTICES
Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
The Terms are copyright © 2016 Genius Mesh LLC.
The terms of Sections 3 through 5 and 9 through 22 as well as remedies for any breach of the Terms shall survive the expiration or earlier termination of the Terms for any reason.