These Terms of Service (“Terms”) govern the contractual 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/ or www,geniuspath.ai (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
2.1 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 (a) connect with other alumni, (b) participate in forum discussions, (c) search and apply for full-time or contract working opportunities with Employers (defined below), (d) 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 (e) 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 (a) post job opportunities, evaluate the qualifications and characteristics of potential Candidates for employment based on a set of criteria the Employer has pre-selected, and (b) schedule and conduct interviews with Candidates;
(iii) provides Candidates, Employers as well as schools, universities and institutions (collectively “Academic Institution(s)”) with networking services on the Platform, where Candidates, Employers and Academic Institutions can connect, share job opportunities, offer advice, raise funds, post jobs, apply for or express interest to classified jobs, and participate in one-on-one or group chats; (iv) coaching and resume writing services; (v) acts as a third-party intermediary, facilitating the recruitment of Candidates by Employers and creating networking opportunities between the Employers and Candidates on the Platform; (vi) grants companies with a limited license to use the Platform for the company’s career advancement needs within the company; (vii) any and all other services and tools, GeniusMesh may develop and provide to you; and (viii) provides you with tailored/custom services to suit your business needs and requirements, (collectively the “Service(s)”). 2.3 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.
2.4 You acknowledge that GeniusMesh shall not be responsible for (i) conducting any background checks on registered users, (ii) screening the authenticity or quality of any third party material, content, data, products or services found by you through our Websites, Mobile App and/or Services, (iii) verifying a Candidate’s academic and employment history, (iv) checking a Candidate’s immigration status (i.e. ability to work), (v) the accuracy and recommendations provided to you by GeniusMesh as pertains to any results you obtained from the assessment tools you used on the Platform and your use of the Services, and (v) any business transactions/dealings between you (on the one hand) and any third party organizations/companies and/or individuals (on the other hand) found on or through the Websites, Mobile App, Platform and/or Services, and as further provided under Section 15 of these Terms.
2.5 Employer agrees to not, at any time solicit, entice away or offer employment to or endeavour to solicit, entice away or offer employment, outside the Platform, to any Candidate who is registered on the Platform, in order evade payment of the Intermediary Fee (as defined under Section 6.1 of this Agreement). Employer hereby acknowledges, understands and agrees that Employer shall hire any and all Candidate(s) selected by Employer for a job opportunity via the Platform in strict compliance with Section 6.1 of this Agreement. Candidate hereby acknowledges, understands and agrees that Candidate shall not directly approach the Employer outside the Platform in order to be hired by such Employer in breach of Section 6.1. Failure to adhere to this Section 2.5 shall result in the termination/suspension of your User Account as further provided herein under Section 17 (Suspension and Termination).
2.6 GeniusMesh may, from time to time, and in its sole discretion, offer a non-monetary reward (e.g. gift cards) to Candidates who invite other users to register on the Platform, or refer other candidates for a role advertised on the Platform. GeniusMesh reserves the right to change or terminate such rewards at any time.
2.7 You acknowledge and agree to execute any and all agreements necessary to give effect to your use of the Services.
2.8 In order to use the Services for the purposes of hiring a Candidate, Employers shall be required to execute a separate payment agreement (“Payment Agreement”) with GeniusMesh.
2.9 In the event Candidate is working on a temporary assignment with Employer, and Candidate intends to terminate Candidate’s engagement with Employer, Candidate shall provide GeniusMesh and Employer with a minimum of fifteen (15) calendar days’ prior written notice.
2.10 Candidate acknowledges and agrees that GeniusMesh may, in its sole discretion, make available Candidate’s profile, data and share information with a prospective Employer, solely when Candidate applies for an available job posted by Employer on the Websites or Mobile App. This data may include, but not be limited to, assessment results, interests, flexibility, professional diversity and any other data. In the event. GeniusMesh shares such information with Employer about a Candidate, Employer shall be charged a fee to view this information.
3. Registration, Password and Security
3.1 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. You acknowledge and agree that you may not (i) use the User Account of another user registered on the Websites or Mobile App without the express permission of such User Account holder, and (ii) impersonate any individual or entity, including, but not limited to, any company, forum leader, guide or host or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Websites and Mobile App and when using the Services on the Platform.
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
4.1 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 Candidate’s, Employer’s or Academic Institution’s intended use of the Services and 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.
4.4 A valid payment method, including credit card, debit card, wire transfer or Paypal is required to process the payment for Candidate’s, Employer’s and Academic Institution’s selected paid Subscription Plan. When a Candidate, Employer or Academic Institution subscribes to a paid Subscription Plan, they shall provide GeniusMesh with their full name, business name, address, postal code, telephone number, value added tax identity number, and credit card details. By submitting such payment information, Candidate, Employer or Academic Institutions automatically authorize GeniusMesh to charge all Subscription Plan fees (owed by each of them to GeniusMesh) to such credit card of theirs.
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 Candidates’, Employers’ and/or Academic Institutions’ continued use of the Services after the Subscription Plan fee change has come into effect shall constitute their 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 his/her/its 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. The Candidate, Employer and Academic Institution 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 and Academic Institution agrees to authorize GeniusMesh and/or our 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 until termination/suspension of these Terms as further provided herein 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 Candidate’s, Employer’s or Academic Institution’s 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, GeniusMesh may in its sole discretion close and cancel a Candidate’s, Employer’s or Academic Institution’s User Account and access to the Services without any notice to such Candidate, Employer or Academic Institution.
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. Should you not notify GeniusMesh of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your 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 to alter the features and options associated with any particular Subscription Plan.
6. Intermediary Fee & Taxes
6.1 Intermediary Fee.
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 entered into between Employer and GeniusMesh) of the:
(a) total hourly pay rate or fixed contract rate for each temporary engagement, facilitated by GeniusMesh via the Platform, of the Candidate by Employer,
(b) subscription fee and/or gross annual package of a Candidate for each successful permanent/full-time engagement, facilitated by GeniusMesh via the Platform, of the Candidate by Employer,
(collectively the “Intermediary Fee”).
6.2 The Employer acknowledges and agrees that in the event an Employer hires a Candidate using the Services you shall pay the fees as stipulated in your Payment Agreement with GeniusMesh. This obligation shall be in effect for a period of two (2) years from the date Employer is first connected with the Candidate via the Services. The Employer acknowledges and agrees that in case of inconsistency or conflict of these Terms and the Payment Agreement, the terms of the Payment Agreement shall supersede these Terms.
(i) Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
(ii) All fees for the Subscription Plans as illustrated on GeniusMesh’s Websites and Mobile App, and/or Intermediary Fee, are inclusive of any and all Taxes.
(iii) You shall be responsible for the payment of all Taxes associated with the purchase of the Services via the Platform and you shall not deduct from the payments due to GeniusMesh, any Taxes, except as is required by applicable law.
(iv) You shall be 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.
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 (i) in violation of any applicable law or regulation; (ii) in a manner that infringes GeniusMesh’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.
7.2 When accessing the Websites or Mobile App, you shall be prohibited from:
Term of Engagement. In the event you are working on a temporary assignment and you intend to terminate your engagement with the Employer, you must provide at least fifteen (15) days’ prior written notice to GeniusMesh and to the employer.
(i) using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Websites or Mobile App;
(ii) taking any action that imposes an unreasonable or disproportionately large data load on the Websites’ or Mobile App’s infrastructure;
(iii) copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Websites or Mobile App without GeniusMesh’s prior written consent;
(iv) accessing, tampering with, or use non-public areas of the Website, Mobile App and/or Services, of GeniusMesh’s computer systems and/or of our third party providers’ technical delivery systems;
(v) probing, scanning, or testing the vulnerability of any of GeniusMesh’s system or network or breach or circumvent any of GeniusMesh’s security or authentication measures;
(vi) accessing, searching or attempting to access or search the Website, Mobile App and/or Services by any means other than through GeniusMesh’s currently available, published interfaces that are provided by GeniusMesh, unless you have been specifically allowed to do so in a separate agreement with GeniusMesh;
(vii) reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Websites, Platform, Mobile App and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(viii) attempting to access any area of the Websites or Mobile App to which access is not authorized;
(ix) using any robot, spider, other automatic device or manual process to monitor or copy any part of the Websites or Mobile App;
(x) conducting any systematic or automated data collection activities on or in relation to the Websites or Mobile App, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without GeniusMesh’s prior written consent;
(xi) using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Websites or Mobile App;
(xii) using the Websites or Mobile App to transmit or send unsolicited commercial and marketing communications for any purpose, without GeniusMesh’s prior written consent;
(xiii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
(xiv) forging any TCP/IP packet header or any part of the header information in any email or posting, or in any way using the Websites or Mobile App to send altered, deceptive or false source-identifying information;
(xv) disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Websites or Mobile App;
(xvi) creating or maintaining any third party link on the Websites or Mobile App, without our prior written consent;
(xvii) running or displaying the Websites or Mobile App, or pages, information or material obtained from the Websites or Mobile App on a third party website or application without our prior written consent;
(xviii) causing harm to any minor in any manner whatsoever;
(xix) forging captions, headings or titles; or uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship;
(xx) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
(xxi) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions on the Websites or Mobile App;
(xxii) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
(xxiii) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Nationality Act;
(xxiv) stalking or with the intent to otherwise harass another individual on the Website or Mobile App; and/or,
(xxv) collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
7.3 All and any information, data, materials, proprietary algorithms (including the careerpath and assessment tools) and content provided on the Website, Mobile App, Services and on GeniusMesh’s Faceboook, Instagram or Twitter page are intended for reference and information purposes only and are designed solely to provide guidance to Candidates, Employers and Academic Institutions. The information on the Website, Mobile App and the Services is not intended to be a substitute for personalized professional advice.
8. User Content GeniusMesh, from time to time, and in its sole discretion, offer rewards to Job Seekers for sharing opportunities or by inviting others on the platform. These rewards may be used to obtain some Services, such as resume writing, coaching or a gift card. GeniusMesh reserves the right to change or terminate the rewards program at any time. The rewards have no monetary value.
8.1 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.
8.2 You represent and warrant that: 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.
(i) the User Content belongs to you (i.e. you own it) or that you have the right to use it (e.g. as licensee) and grant GeniusMesh the rights and (sub-)license as granted by you under Section 8.1 of these Terms, and
(ii) the posting of User Content on or through the Websites or Mobile App does not violate (a) GeniusMesh’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of GeniusMesh or of any third party. 8.3 GeniusMesh reserves the right to block or remove User Content that GeniusMesh determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of GeniusMesh’s Intellectual Property Rights (defined below) or of any third party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to GeniusMesh in its sole and exclusive discretion. GeniusMesh acknowledges that, by providing you with the ability to view and distribute user-generated content on the Websites or Mobile App, GeniusMesh is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Websites and/or Mobile App.
8.4 By sending GeniusMesh any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any confidential or proprietary information belonging to any third party(ies), (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against GeniusMesh and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
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 (including via permitted links) will:
(i) be in accordance with these Terms;
(ii) comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, and the transmission of technical data exported from the State of Delaware, USA);
(iii) not be for any unlawful purposes;
(iv) not entail, imply or give rise to the publication of any illegal content;
(v) not further any illegal activities;
(vi) not infringe upon or misappropriate any GeniusMesh’s Intellectual Property Rights (defined below) or any third party’s intellectual property rights;
(vii) will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third party; and
(viii) 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
10.1 Unless otherwise provided under these Terms, the Services shall be provided by GeniusMesh to you "as is," with all faults, defects, bugs, and errors.
10.2 GENIUSMESH HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE PLATFORM; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE USER CONTENT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
10.3 GENIUSMESH AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), 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. GENIUSMESH AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITES, MOBILE APP, PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITES, MOBILE APP, PLATFORM AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
10.5 NEITHER GENIUSMESH NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITES, MOBILE APP, PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
10.6 GENIUSMESH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITES, MOBILE APP, PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE WEBSITES (INCLUDING THE PLATFORM) AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE PLATFORM AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
10.7 ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES, MOBILE APP, PLATFORM AND SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.
11. Intellectual Property
11.1 All content, trademarks, data, information or information contained in any materials, or documents used by GeniusMesh in relation to the Websites, Mobile App, Platform and Services, including but not limited to any and all copyrighted works, databases, text, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“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, whether electronically or not, without GeniusMesh’s prior written permission.
11.2 Any and all intellectual property rights in the Materials, Websites, Mobile App, Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“GeniusMesh’s Intellectual Property Right(s)”), vests solely and exclusively in GeniusMesh, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by GeniusMesh to you are reserved by GeniusMesh. Save as expressly set out herein, you shall not acquire any right, title or interest in GeniusMesh’s Intellectual Property Rights.
11.3 You shall be the sole and exclusive owner of all your intellectual property rights in the User Content (“User’s Intellectual Property Rights”) which you make available on the Platform. GeniusMesh may not use any of User’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without your prior written consent. You hereby grant GeniusMesh the non-exclusive right to use User’s Intellectual Property Rights, free of charge, in connection with your use of the Services on the Platform, to the extent necessary for GeniusMesh to (i) exercise GeniusMesh’s rights under these Terms, and (ii) perform GeniusMesh’s obligations under these Terms.
12.1 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: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of GeniusMesh’s Intellectual Property Rights. GeniusMesh shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of GeniusMesh. “Negligence” shall mean gross negligence or intentional misconduct.
12.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
13. Limitation of Liability
13.1. GENIUSMESH, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITES AND/OR MOBILE APP, FROM YOUR USE OF THE SERVICES ON THE PLATFORM, EVEN IF GENIUSMESH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. WHILE GENIUSMESH TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITES, MOBILE APP OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, GENIUSMESH AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITES OR MOBILE APP, THROUGH YOUR USE OF THE SERVICES ON THE PLATFORM.
13.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, GENIUSMESH’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) 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).
15. Third Party Links
The Websites, Mobile App, Platform and/or Services may contain links and/or ads to third-party websites or resources. Such links and/or ads to third-party websites or resources are provided only as a convenience. If you click on such links and/or ads you may leave the Platform, Websites, Mobile App and/or Services. You acknowledge and agree that GeniusMesh shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Websites, Mobile App, Platform and/or Services contain links and ads to such third websites or resources does not imply any endorsement by GeniusMesh of such third party websites or resources or of the third party content, products, or services available from such third party websites or resources.
Your communications, interactions or business transactions/dealings with any third party organizations/companies and/or individuals (including contractors and other users) found on or through the Websites, Mobile App, Platform and/or the Services, including any such third party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third party except as may be otherwise stated herein. You acknowledge and agree that GeniusMesh shall not be (1) a party to any such business transactions/dealings you may enter into with such third parties, and (2) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third party or users found through (i) the Platform via the Websites and/or Mobile App and/or (ii) your use of the Services.
16. Age Restriction
The Services are not intended to 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 (i) GeniusMesh suspects you of partaking in any illegal activity; (ii) GeniusMesh reasonably believes that you have violated these Terms; (iii) GeniusMesh reasonably believes you of using the Services to promote your business or for any other reason besides the recruitment of Candidates and participating/engaging in our professional networking forums/discussions; or (iii) applicable law enforcement or other government agencies have requested GeniusMesh to suspend or temporarily disable your access to the Websites, Mobile App, Platform and/or Services.
17.2 If GeniusMesh breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, GeniusMesh shall (i) block your access to all of the Websites and Mobile App, (ii) block your use of the Services, (iii) disable your User Account, and (iv) 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, 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 Candidate, or between Employer and Candidate), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.
19. General Provisions
19.1 Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third party’s products or services, even if such products or services are similar to the Services provided by GeniusMesh on the Platform via the Websites and/or Mobile App.
Nothing herein is intended to limit GeniusMesh’s right to provide the Services to other registered users as a third party intermediary.
19.2 Severability.If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.
19.3 No Waiver. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.
19.4 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to firstname.lastname@example.org.
19.5 Entire Agreement. These Terms represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
19.6 Governing Law & Dispute Resolution. These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the State of Delaware, United States of America (USA). You agree that in respect of any dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the Alternative Dispute Resolution forum in the State of Delaware shall have jurisdiction to try and adjudicate such dispute to the exclusion of the State of Delaware’s Court system.
20. Contact Information
Should you have any questions concerning these Terms and/or any issues or concerns about the Websites, Mobile App, Platform and/or Services you may contact GeniusMesh at email@example.com.
Effective Date: July 10, 2020