These “Terms of Services” are incorporated into each and every Services Agreement (“Agreement”) and/or other agreement between GoGig and You (each an/the “Agreement”); the defined terms of each Agreement in question, and all of the linked content referenced in the “Terms and Conditions” at www.gogig.com/terms-and-conditions, are incorporated herein by reference. If you are a Candidate (defined hereinafter), by your access to the Application (defined hereinafter) you agree to be bound to these Terms of Service (and all of the linked content referenced in the “Terms and Conditions” at www.gogig.com/terms-and-conditions ) even though you may not be a party to a Services Agreement.
2.01. that GoGig may be exposed to sanctions or prosecution as a result of Your perceived conduct; or
2.02. that your perceived conduct (including any alleged violation caused by the specific method or technology utilized by You and/or Your customers and/or Your end-users) may cause harm to or interfere with the integrity, normal operations, or security of/with GoGig’s network, third-party networks with which GoGig is interconnected, or another customer of GoGig.
4.01. You will provide to GoGig all information necessary for GoGig to provide the Services on a timely basis. If any information provided by You to GoGig is incomplete, inaccurate, or delayed, GoGig will be relieved from providing any Services which are dependent upon such information.
5.01. For the Services, the Client will pay GoGig the fees in accordance with the Agreement, as amended, without deduction, setoff, or delay for any reason (the “Fees”).
5.02. The Client is responsible for any and all applicable government taxes and fees, including but not limited to any federal or state universal service-fund fees (the “Taxes”).
5.03. Unless other payment terms are specified in writing in the Agreement, Fees and Taxes will be paid within thirty (30) calendar days after the date of the invoice(s) for the Fees and Taxes from GoGig to the Client (the “Invoice(s)”). The Client will promptly reimburse GoGig for any and all costs associated with the collecting of any delinquent or dishonored payments of the Client for the Fees and Taxes.
5.04. If You have elected, in a separate writing, to have GoGig automatically charge Your debit/credit card for Fees and Taxes, You hereby expressly:
5.04.1. authorize GoGig to charge Your debit/credit payment method, for any Fees and Taxes invoiced by GoGig, on an ongoing basis until You timely revoke such authorization in writing to GoGig;
5.04.2. represent and warrant that the debit/credit payment information that You provide to GoGig is accurate, valid, and properly authorized;
5.04.3. agree to promptly provide written notice to GoGig of any changes to Your debit/credit payment information; and
5.04.4. agree to be responsible for any losses, late fees, and/or interest charges that result if GoGig is unable to process a debit/payment because Your debit/credit payment information was inaccurate, invalid, or improperly authorized.
5.05. Your payments to GoGig of the Fees and Taxes may be by ACH transfer or wire transfer provided that You and GoGig agree in advance to such payment method(s) and that You agree to be responsible for any bank fees associated with the processing of such payments.
6.01. No right or license, express or implied, is granted by GoGig under the Agreement for the use of “Intellectual Property”. “Intellectual Property” means any and all copyrights (including derivative works, as defined by the United States Copyright Act), trademarks, service marks, trade names, trade secrets, mask work rights, know-how, patents, and any other intellectual property, industrial property, and proprietary rights of every kind and nature throughout the universe and however designated, including all registrations, applications, renewals, and extensions thereof, that are provided to You as part of the Services and includes any modifications, enhancements, or derivatives thereof, regardless of whether they were developed by You, with or without supervision or reimbursement by GoGig.
6.02. You may not sell, assign, lease, sublicense, give, or otherwise transfer, disclose, or grant access to Intellectual Property to any party other than GoGig.
6.03. You hereby irrevocably assign, convey, give, and transfer to GoGig any and all rights, title, and interest of You in the Intellectual Property to GoGig.
9.01. GoGig will not be liable for any:
9.01.1. delays in the installation, commencement, or restoration of the Services;
9.01.2. temporary or permanent cessation of the Services;
9.01.3. loss or damage occasioned by any Force Majeure event (as defined hereinafter); and/or
9.01.4. to the fullest extent permitted by applicable law, for injury to or death of any person, and/or damage to or loss of any property belonging to You, arising out of, relating to, or attributable to the Services.
9.02. GoGig’s liability for any and all causes of action and/or claims, whether based in contract, warranty, negligence, or otherwise, including, without limitation, intellectual property infringement, will in no event exceed:
10.02.1. an amount equal to fees invoiced by GoGig for the applicable Services rendered during the calendar month prior to the calendar month in which the event giving rise to liability occurred.
9.03. Neither GoGig nor You will be liable to the other for any indirect, consequential, special, incidental, reliant, or punitive damages of any kind or nature, including, without limitation, any lost profits, lost revenues, lost savings, or harm to business.
9.04. The limitations of liability set forth in this Section will apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, whether or not damages were known or foreseeable, and/or whether GoGig or You were advised of the possibility of any such loss or damage.
9.05. GoGig has no control over and expressly disclaims any liability or responsibility whatsoever for the actions of third parties other than the personnel of GoGig.
9.06. You agree to access and use the Services at Your own risk.
9.07. You waive any claim that the exclusions or limitations of this Section deprive You of an adequate remedy or cause the Agreement to fail of its essential purpose.
9.08. The limitations of liability set forth in this Section shall survive the inadequacy/failure of any remedies provided in the Agreement.
10.01. GoGig and You (each an “Indemnifying Party”) will hold each other, each’s respective affiliates, directors, officers, employees, agents, contractors, invitees, successors, and assigns (each an “Indemnified Party”) harmless from and against any and all actual or alleged costs, damages, expenses, losses, and/or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from any action, claim, suit, or proceeding commenced by any third party for damages to any tangible property and for bodily injury or death of any person arising out of or caused by the performance of the Indemnifying Party’s obligations and/or duties pursuant to the Agreement, except for those costs, damages, expenses, losses, and/or liabilities of any kind caused by any grossly negligent or intentional act or omission of the Indemnified Party or its directors, officers, employees, agents, contractors, invitees, successors, and/or assigns. The Indemnified Party will promptly notify the Indemnifying Party in writing of any such action, claim, suit, or proceeding. The Indemnifying Party will control the response to any such action, claim, suit, or proceeding and the defense thereof, including, without limitation, any agreement relating to the settlement thereof, which in no event shall impose a burden on the Indemnified Party.
10.02. In addition to the foregoing general indemnity, You will at all times defend, indemnify, and hold GoGig, its affiliates, and the directors, officers, employees, agents, contractors, invitees, successors and assigns of GoGig and its affiliates, harmless from all claims and/or causes of action arising out of or due to the utilization by any other person or entity to which You provide any services in connection with or the utilization of the Application and/or Services, including, without limitation, any of Your customers and/or end-users. Such claims and/or causes of action shall include, without limitation any:
10.02.1. failure of/by You, Your customers, and/or Your end-users to comply with any applicable laws;
10.02.2. claims for libel, slander, and/or invasion of privacy;
10.02.3. claims for infringement of copyright and/or trademark;
10.02.4. claims for infringement of patents arising from combining or using the Application and/or Services; and/or
10.02.5. claims arising from any failure, breakdown, interruption, or deterioration of the Applications and/or Services provided to You or the services provided by You to Your customers and/or end-users.
11.01. BY THE AGREEMENT, GOGIG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY REPRESENTATION, OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
11.02. GOGIG DOES NOT WARRANT OR GUARANTEE NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY THE APPLICATION AND/OR SERVICES, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED, OR SUBJECT TO LOAD BALANCING, OR THAT EDGE’S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO YOUR DATA.
11.03. GOGIG DOES NOT WARRANT THAT THE APPLICATION AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE APPLICATION AND/OR SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.
12.01. be held in strict confidence by the receiving party;
12.02. be used by the receiving party only for purposes of performing the obligations of the receiving party under the Agreement and in using or providing the Application and/or Services;
12.03. not be disclosed by the receiving party except to the receiving party’s employees, agents, and contractors having a need-to-know, provided that each shall be subject to the same confidentiality requirements set forth in this Section;
The disclosure restrictions in this Section do not apply to any information that is independently developed by the receiving party, is lawfully received by the receiving party free of any obligation to keep it confidential; or becomes generally available to the public other than by breach of the Agreement by the receiving party.
17.1. Either GoGig or You may terminate, without cause, the Agreement by giving written notice to the other Party not more than one-hundred-eighty (180) calendar days and not less than thirty (30) calendar days before the end of the initial or a given successive Term, which notice shall be effective as of the end of said initial or successive Term. GoGig may terminate this Agreement immediately and terminate Your login access to the Application and/or Services for any violation of you of a material obligation under this Agreement; any such termination by GoGig will result in the automatic forfeiture, with no refund to You, of the Fees previously paid by You to GoGig.
17.2. You may terminate the Agreement if GoGig unreasonably fails to comply with or remedy any material obligation of GoGig under the Agreement for thirty (30), consecutive, calendar days, or for a further period of time if determined necessary by GoGig, after GoGig receives written notice from You of such alleged failure of GoGig which is described in detail therein. If You so terminate this Agreement, then GoGig will refund the pro-rata portion of the Fee for the unused portion of the Term in question.
17.3. GoGig may immediately suspend the provision of Services, which includes, but is not limited to, the ability of You to use the Software and/or Application and/or may immediately terminate the Agreement, as a result thereof, upon the occurrence of any of the following events:
17.3.1. You fail to make timely payment, in full, of all Fees and Taxes due to GoGig for any Invoice;
17.3.2. You breach a material obligation under the Agreement and such breach is not corrected by You within thirty (30) calendar days following written notification thereof from GoGig to You;
17.3.3. the Agreement expires without renewal by You and GoGig;
17.3.4. for any use by You, Your customers, or Your end-users of the Services, Application, or Software which violates any law, rule, regulation, or judgment; or
17.3.5. the existence of any law, rule, regulation, or judgment that prevents GoGig from providing Services or any portion thereof.
20.01. Relationship of the Parties. GoGig provides Services to you in the capacity of an independent contractor. The Agreement does not create a partnership, joint venture, principal-agent, or employer-employee relationship between You and GoGig.
20.02. Amendment and Waiver. The Agreement may be amended and any provision hereof may be waived only by written agreement signed by the authorized representatives of both GoGig and You and which explicitly provides that such written agreement incorporates the Agreement by reference and constitutes an amendment or waiver.
20.03. Entire Agreement. The Agreement, any attached and referenced documents, , and the “Terms and Conditions” set forth at www.gogig.com/terms-and-conditions, constitute the entire agreement between GoGig and You with regard to the subject matter of the Agreement and supersede and merge all prior oral or written agreements, representations, statements, proposals, and undertakings between GoGig and You regarding the subject matter of the Agreement.
20.04. Third Party Rights. No provision in the Agreement shall provide any third person or entity any legal or equitable right, claim or cause of action, or any third-party beneficiary rights against either GoGig or You.
20.05. Invalidity of a Provision. If any provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction, for any reason, but would be valid and enforceable if appropriately modified, then such provision will thereupon apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, such invalidity will not affect the validity of the remaining provisions of the Agreement provided that the ability of the parties to perform their material obligations thereunder is not detrimentally affected.
20.06. Survival of Provisions. Provisions contained in the Agreement that, by their sense and context, are intended to survive the suspension or termination of the Agreement, will so survive.
20.07. Resolution of Disputes. All disputes related to the Agreement will be referred, in writing within ten (10) business days of such dispute, by the disputing party to the other party for resolution. In the event that GoGig and You cannot resolve the dispute within thirty (30) calendar days of such written referral, GoGig and/or You may pursue all legal and equitable remedies available under this Agreement.
20.08. Governing Laws. The Agreement, and the performance by the parties of their respective obligations thereunder, is governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
20.09. Statute of Limitation; Venue. No claim or action, regardless of form, arising out of or relating to the Agreement may be brought by either GoGig or You more than one year after the cause of action has accrued and any such claim or action must be filed in a state or federal court serving Palm Beach County, Florida. Both GoGig and You waive any right to remove any such filing from state court to federal court in the event that such claim or action is filed in a state court and also waive the right to trial by jury of any such claim or action.
20.10. Construction. The Agreement is the product of negotiation between GoGig and You and shall not be interpreted more favorably toward GoGig or You.
20.11. Tariffs. If any conflict should arise between the terms of the Agreement and an applicable government tariff, the terms of the applicable tariff will control.
20.12. Any notice or communication given under the Agreement must be in writing and shall be effective only if delivered personally, or sent by email transmission, or delivered by overnight courier service, or sent by certified mail, postage prepaid, return receipt requested, to the recipient at the address set forth in the Agreement or to such other address as the party being notified may have previously furnished to the other party by written notice in accordance with this Section. Notices or communications given under the Agreement shall be effective and deemed received on the date of personal delivery, or the date of email transmission, or on the day after sending by overnight courier service as evidenced by the signature of the party or representative of party, or on the date of actual delivery to the party to whom such notice or communications was sent by certified mail, postage prepaid, return receipt requested as evidenced by the return receipt signed by the party or the representative of the party.
20.13. You will not directly or indirectly solicit or hire any individual personnel (including individual independent contractors) of GoGig during the initial or any successive Term and for twelve (12) months after termination of the Agreement, although You may hire such an individual who, without such solicitation by You, responds to advertisements or solicitations by You of the general public.
20.14. You agree to comply with any and all applicable export-control restrictions relating to the Application and/or Services.