Employer Terms of Use
Last Updated: October 2022
THANK YOU FOR CHOOSING THE GIGAROO APP!
THESE TERMS OF USE (THESE “TERMS”) DESCRIBE YOUR RIGHTS AND
RESPONSIBILITIES AND GOVERN THE USE OF THE APP AND CONSTITUTE A
BINDING LEGAL AGREEMENT BETWEEN GIGAROO INC. (“GIGAROO,” “WE,” “OUR,”
OR “US”) AND THE LEGAL ENTITY ON BEHALF OF WHICH YOU ARE ACTING
(“EMPLOYER” OR “YOU”). BY DOWNLOADING, CLICKING “ACCEPT” (OR SIMILAR
BUTTON OR CHECKBOX) ACCESSING OR USING THE APP, YOU CONFIRM THAT YOU
UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
Gigaroo is the owner of a proprietary matching technology that assists
the matching of individuals seeking employment (“Job Seekers”) to
employers. Gigaroo permits employers to access the Gigaroo mobile
application (the “App”) to post job listings, job requirements, and
other information, including, without limitation, standard salaries,
standard tipping percentage, working time, and shift work schedules,
and allows Job Seekers to access the App and store certain personal
and resume-related information for easy sharing with employers and job
recruiters. Gigaroo enables Job Seekers to submit applications to
employers through job postings and employers to invite Job Seekers to
job interviews.
1. Services
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1.1. Access to the Services. The App’s features and services
available to you (the “Services”), the applicable use metrics and
the associated fees will be based on the subscription package
offered by Gigaroo (the “Subscription Plan”) which you purchase.
Subject to these Terms and the payment of applicable Fees, during
the Subscription Term you may access and use the App and Services
for your internal business use, subject to the use metrics or scope
of use specified in the applicable Subscription Plan and in
accordance with these Terms. The rights granted to you in this
Section are non-exclusive, non-sublicensable and non-transferable.
To use the Services you must create an account by completing the
registration process in the App. You are responsible for keeping the
password and account access details secure and confidential at all
times. You are solely responsible for any and all actions taken by
your employees, agents, representatives or other using your accounts
and passwords.
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1.2. Subscription Cycle. Your subscription to the Services starts on
the date that you sign up for a Subscription Plan and submit payment
via a valid payment method. The Gigaroo subscription cycle is one
month in length, and will automatically renew for subsequent monthly
periods on the same date each month (the “Subscription Term”),
unless you choose to terminate your subscription through the App’s
dashboard at least one (1) day prior to the subscription renewal
date or we terminate your account for any reason upon notice to you.
Any such termination will be effective upon the end of the
then-current monthly Subscription Term.
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1.3. Updates. Company may from time to time provide upgrades,
updates, or other modifications, improvements, enhancement or
customization to or of the App and Services (“Updates”), but shall
not be under any obligation to do so. All references in this
Agreement to the App and Services will be deemed to include any
Update.
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1.4. Changes to the Services. From time to time, in order to provide
improved customer experience, we may update and/or change any part
of the App or Services, including its features, functions, layout
and design. Subject to our obligation to make the Services available
to you during your existing Subscription Term, we may discontinue
the Services or any portion or feature of the Services for any
reason at any time.
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1.5. Information Provided by Gigaroo. We may provide certain
information and content to you and/or to Job Seekers for
informational purposes only. For example, we may provide data
regarding estimated salaries for a given job listing, estimated or
actual number of applies to a job listing, or the likelihood that a
particular event will occur such as being selected for an interview.
Gigaroo may also display publicly available information about
employers. Such estimates and information are provided by Gigaroo
without warranty and Gigaroo assumes no responsibility, and
disclaims all warranties and liability for any such estimates or
content.
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1.6. Compliance. You will be solely responsible for ensuring that
your use of the App and Services, as well as provision of Employer
Data through the App, complies with all employment, data protection,
privacy and other applicable laws, rules and regulations, including,
without limitation, with respect to: (a) the application questions
and other materials included or used in connection with the job
listings submitted by you or on your behalf through the Services;
(b) materials, tools and technology used by you in screening or
making hiring decisions regarding Job Seekers; and (c) your other
hiring practices, including, without limitation, the use of any
results of any application questions, screening or assessment
Services provided hereunder. Further, you will not use the Services,
to discriminate against candidates or current employees in violation
of any federal, state or local employment or other applicable laws
or regulations.
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1.7. Support. For further information relating to these terms, or to
report a problem regarding the App or Services, please contact us at
info@gigarooapp.com. We
will use commercially reasonable efforts to respond to all inquiries
within one (1) business day.
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1.8. Beta Features. We may from time to time make available, in
“beta” mode, new versions of the App and/or new Services that are
still undergoing internal development and testing (each, a “Beta
Feature”). Beta Features may be time-limited, feature-limited,
and/or functionality-limited. We may also decide to only make a Beta
Feature available to a closed list of customers or users. If we make
a Beta Feature available to you, you may use it on the following
conditions: (a) only for evaluation purposes; (b) in compliance with
any specific guidelines issued by us in respect of the Beta Feature,
which may include a requirement that Guest provide Feedback and
participate in surveys about the Beta Feature; and (c) not publicize
the fact that there is a Beta Feature. For the avoidance of doubt,
the usage restrictions and the disclaimers contained in this
Agreement will also apply to Beta Features.
2. Fees
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2.1. Fees. In consideration of the Services, you will pay Gigaroo
the monthly fees applicable to your Subscription Plan, as specified
in the pricing schedule made available through the dashboard on the
App (the “Fees”). Gigaroo may change the Fees from time to time at
Gigaroo’s sole discretion. Any changes to the Fees will apply as of
the subsequent month under your Subscription Plan. All Fees are
non-refundable.
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2.2. Payment. When you open an account, you must provide a current,
valid and accepted method of payment to use the Services. You may
edit your payment method information in your account settings.
Gigaroo charges the Fees through third-party payment processors
(e.g., Stripe.com) (the “Payment Processor”). Payments of Fees will
be subject to the terms, conditions and privacy policies of the
applicable Payment Processor. Gigaroo is not responsible for any
error by the Payment Processor. You authorize Gigaroo to bill your
payment instrument in advance on a recurring basis in accordance
with your Subscription Plan, until your subscription is terminated.
In the event your subscription began on a day not contained in a
given month, we may bill your payment method on a day in the
applicable month or such other day as we deem appropriate. For
example, if you started your subscription on January 31, your next
payment date is likely to be February 28, and your payment method
would be billed on that date. If any charges are not received from
you by the due date, Gigaroo may, without limiting its other rights
and remedies, suspend your access to any Services. If a payment is
not successfully settled, due to expiration, insufficient funds, or
otherwise, and you do not edit your payment method information or
cancel your account, you remain responsible for any uncollected
amounts and authorize us to continue billing the payment method, as
it may be updated. This may result in a change to your payment
billing dates.
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2.3. Taxes. The Fees are exclusive of any applicable taxes. You are
responsible for the payment of all applicable taxes related to the
Services, except taxes on Gigaroo’s income.
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3.1. Ownership of App and Services. Gigaroo owns and will retain all
right, title and interest, including all intellectual property
rights in and to that App and Services, including all underlying
software, algorithms, inventions and technology, and any and all
revisions, corrections, modifications, translations, improvements,
enhancements and updates thereof.
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3.2. Usage Restrictions. You shall not (and shall not permit any
user or third party to): (a) attempt to hack, reverse engineer,
decompile, disassemble, or otherwise attempt to derive the source
code, algorithms or technology included in, the App, Services or any
part thereof for any purpose; (b) represent that it possesses any
proprietary interest in App, Service, or any part or derivative
thereof; (c) directly or indirectly, take any action to contest
Gigaroo’s intellectual property rights or infringe them in any way;
(d) except as specifically permitted in writing by Gigaroo, use the
name, trademarks, trade names and logos of Gigaroo; (e) copy any
features, functions or graphics of the App, or create derivative
works of the App, or use the App or Services to build a competitive
product or service; (f) remove the copyright, trademark and other
proprietary notices contained on or in the App or Services; and (g)
except with Gigaroo’s prior written permission, publish any
performance or benchmark tests or analysis relating to App or
Services.
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3.3. Employer Data; Usage Data. You acknowledges that Gigaroo will
have access to data and materials submitted, uploaded or stored by
you through the Services (the “Employer Data”) and that Gigaroo will
further collect and analyze usage, telemetry and other data relating
to the manner in which you use the App and Services and the
performance of various aspects of the App and Services (“Usage
Data”). All Employer Data uploaded to the App by you will remain
exclusively owned by you. You acknowledge and agree that Gigaroo
will have the right to: (a) use, reproduce, analyze and prepare
derivative works of the Employer Data in order to make the Services
available to you during the Subscription Term, and (ii) during and
after the Subscription Term, use Usage Data, as well as Employer
Data in aggregated or other de-identified form that does not
identify you as the source of the Employer Data, to improve and
enhance the App and Services and for other development, diagnostic
and corrective purposes in connection with the App and Services and
other Gigaroo offerings, all subject to Gigaroo’s compliance with
applicable law and privacy regulations. Gigaroo may use various
third party analytics tools in performing the above.
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3.4. PII. To the extent you submit to Gigaroo any personally
identifiable information (“PII”), the terms of Gigaroo’s privacy
policy (available at
https://gigarooapp.com/privacy-policy.html) (the “Privacy Policy”), which is incorporated herein by reference
and hereby accepted by you, will apply. Any collection, transfer or
processing of PII in connection with these Terms or through the
Services will be in accordance with any applicable data processing
laws and regulations, and subject to the Privacy Policy.
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3.5. Feedback. If you provide us with any ideas, suggestions, or
similar feedback about performance of the App or Services and/or for
improving the App or Services (“Feedback”), you hereby grant us and
our affiliates a worldwide, a perpetual, irrevocable, royalty-free
and fully paid-up right to use and exploit all Feedback in
connection with Gigaroo’s business purposes, including, without
limitation, the testing, development, maintenance and improvement of
the App and Services.
4. Termination
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4.1. Termination. We may restrict, suspend or terminate your account
if you abuse or misuse our App or Services, infringe any
intellectual property rights, use the App or Services for any
purpose or in any manner that is prohibited by these Terms or by
applicable law or engage in any other behavior that we, in our sole
discretion, deem contrary to the purpose of the App or Services.
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4.2. Effect of Termination. Upon any expiration or termination of
these Terms, you will immediately cease use of the App and any
Services. Any provision that by its nature should survive
termination or expiration of these Terms does survive, including,
without limitation, the following Sections: ‎3 (Proprietary Rights),
‎4.2 (Effect of Termination, ‎5.4 (Disclaimer), ‎6.1
(Confidentiality), ‎7 (Limitation of Liability), ‎8
(Indemnification), ‎9 (General).
5. Warranties; Disclaimers
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5.1. By Employer. You represents, warrants and covenants that (a)
the person entering into these Terms has the legal authority to bind
Employer; (b) you are an employer interested in considering Job
Seekers for employment; (c) you own and otherwise have all rights
and authority (and any applicable consents required by law or
contract) as necessary to make the Employer Data available to
Gigaroo and to use and process Employer Data with the App and
Services in accordance with these Terms and applicable law; and (d)
none of the Employer Data violates any third party’s intellectual
property or other right.
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5.2. By Gigaroo. Gigaroo represents, warrants and covenants that
during the applicable Subscription Term the App and Services will
function substantially in accordance with Gigaroo’s standard
end-user documentation, as generally made available to its
customers. Gigaroo’s sole liability for any breach of this warranty
will be for Gigaroo to use reasonable commercial efforts to remedy
any such non-conformance, at no charge to you. For any breach of a
warranty above, your exclusive remedy will be to cease using the
Services.
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5.3. Third Party Services. You acknowledge and agrees that the App
and Services may operate with or using other services or application
programming interfaces (APIs) operated or provided by third parties
(including, for example, third party authentication and payment
tools) (“Third Party Services”). Gigaroo does not make any
representations or warranties with respect to, and will have no
liability for, any Third Party Services. Any exchange of data or
other interaction between you and a third party provider is solely
between you and such third party provider and is governed by such
third party’s terms and conditions.
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5.4. Disclaimer. GIGAROO DOES NOT MAKE ANY WARRANTY THAT THE APP OR
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS WILL
BE CORRECTED OR THAT IT WILL MEET YOUR REQUIREMENTS; NOR DOES IT
MAKE ANY WARRANTIES REGARDING THE ANY JOB SEEKERS OR THEIR
PERFORMANCE OR BEHAVIOR. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, THE APP AND SERVICES ARE PROVIDED “AS-IS” AND GIGAROO
HEREBY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY,
TIMELINESS AND PERFORMANCE OF THE APP AND SERVICES AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. Gigaroo highly
recommends that you conduct background checks on Job Seekers (to the
extent permitted by applicable law) according to your requirements
before inviting them to job interviews or hiring them.
6. Confidentiality; Security
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6.1. Confidentiality. You may have access to certain non-public
and/or proprietary information of Gigaroo, including, without
limitation, information related to the App, Services, or other
products, software, technology, data, know-how, or business of
Gigaroo, whether written or oral, and any such other information
that would reasonably be understood to be confidential, proprietary,
or competitively sensitive given the nature of the information or
material, or the circumstances surrounding its disclosure,
regardless of the manner in which it is furnished (“Confidential
Information”). You agree to take all necessary measures, at least as
protective as those taken to protect your own confidential
information, but in no event less than reasonable care, to protect
Gigaroo’s Confidential Information from disclosure to any third
party. You shall not use or disclose any Confidential Information
you obtain from Gigaroo or otherwise receive or access via the App
or Services, except as expressly permitted under this Agreement or
applicable law. All right, title and interest in and to Confidential
Information are and will remain the sole and exclusive property of
Gigaroo. Upon any termination or expiration of this Agreement, you
shall return to Gigaroo, or permanently delete, any and all
Confidential Information and all copies thereof in your possession
or control.
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6.2. Security. Gigaroo’s Services and all Employer Data submitted
via the Services are hosted by Gigaroo in AWS’ servers in the United
States and protected by AWS in accordance with AWS’ physical,
technical and administrative security measures and protocols. You
shall not upload or send though the App or Services material or data
that contains any highly confidential personal information, such as
bank account or credit card information, online account information,
social security numbers, or other categories of data subject to
special breach notification requirements.
7. Limitation of Liability
ANY JOB OFFER YOU MAKE OR WORK YOU PROVIDE AS A RESULT OF YOUR USE OF
THE SERVICES, ANY INTERACTIONS YOU MAY HAVE WITH JOB SEEKERS, AND ANY
DISPUTES, TERMS, CONDITIONS OR REPRESENTATIONS ASSOCIATED WITH SUCH
ACTIVITY, ARE SOLELY BETWEEN YOU AND THE APPLICABLE JOB SEEKER.
GIGAROO WILL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY
INTERACTION OR TRANSACTION BETWEEN YOU AND ANY JOB SEEKER. WE DO NOT
ASSUME ANY RESPONSIBILITY FOR THE CONFIRMATION OF ANY JOB SEEKER’S
IDENTITY OR OTHER DETAILS. IN NO EVENT WILL GIGAROO BE LIABLE FOR LOST
PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING EMPLOYER DATA AND
INFORMATION RELATING TO JOB SEEKERS), COST OF PROCUREMENT OF
SUBSTITUTE SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT,
OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR
OTHERWISE, WHETHER OR NOT GIGAROO HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GIGAROO’S MAXIMUM AGGREGATE LIABILITY
UNDER, ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE
LOWER OF (I) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO
GIGAROO DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST
ARISES, AND (II) $500.
8. Indemnification
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8.1. Employer Indemnity. You agree to defend (at Gigaroo’s request),
indemnify and hold harmless Gigaroo and its affiliates, and their
respective employees, officers and directors, from and against any
claims, damages, losses, liabilities, costs and expenses (including
reasonable attorneys’ fees) arising out of or relating to any third
party claim concerning: (a) any activity in which you engage in or
through our App or Services; (b) your use of the App or Services in
a manner not authorized by these Terms; (b) violation of applicable
law, rule or regulation by you; or (c) alleged infringement or
violation of any third party rights by any Employer Data or its
submission to Gigaroo. Gigaroo reserves the right, at it own
expense, to assume the exclusive defense and control of any claim
subject to indemnification by you (without limiting your
indemnification obligations) and you agree to cooperate with our
defense of such claim. If the defense or settlement is assumed by
you, we may at any time thereafter elect to take over control of the
defense and settlement of the claim. You must not settle any claim
that you are defending on behalf of Gigaroo without Gigaroo’s prior
written consent.
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8.2. Gigaroo Indemnity. We will defend you against any claim brought
against you by a third party alleging that the Services when used as
authorized under these Terms, infringe the third-party’s U.S.
patent, copyright or trademark, or misappropriates its party trade
secret (an “Infringement Claim”), and we will indemnify you against
any damages and costs (including reasonable attorneys’ fees) finally
awarded on the Infringement Claim by a court of competent
jurisdiction or agreed to via settlement executed by us, provided
that we have received from you: (a) prompt written notice of the
Infringement Claim (but in any event notice in sufficient time for
us to respond without prejudice); (b) reasonable assistance in the
defense and investigation of the Infringement Claim; and (c) the
exclusive right to control and direct the investigation, defense and
settlement of the Infringement Claim. Our indemnification
obligations above do not apply: (1) if the Services are modified by
any party other than us, if the alleged infringement is caused by
such modification; (2) if the Services are used in combination with
any non-Gigaroo product, software, service or hardware, but solely
to the extent the alleged infringement is caused by such
combination; (3) to unauthorized use of the Services; (4) to any
Infringement Claim arising as a result of (A) Employer Data or
circumstances covered by your indemnification obligations in Section
8.1 (Employer Indemnity) or (B) any third-party components contained
in the Services; or (5) if you settle or make any admissions with
respect to an Infringement Claim without our prior written consent.
This Section 8.2 states our sole liability and your exclusive remedy
for any infringement of intellectual property rights in connection
with the Services or other items we provide under these Terms.
9. General
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9.1. Changes to these Terms. We may modify the terms and conditions
of these Terms from time to time, with notice to you or by posting
the modified Terms in the App or on our website. Modifications to
these Terms will take effect at the next renewal of your
Subscription Term and will automatically apply as of the renewal
date unless you elect not to renew. Notwithstanding the foregoing,
in some cases (e.g., to address compliance with laws, or as
necessary for new features) we may specify that such modifications
become effective during your then-current Subscription Term. If the
effective date of such modifications is during your then-current
Subscription Term and you object to the modifications, then (as your
exclusive remedy) you should immediately stop accessing or using the
App and terminate your subscription upon notice to us, in which case
we will refund you any fees you have pre-paid for the terminated
portion of the applicable Subscription Term. By continuing to use
the App after we post any such changes, you accept the Terms, as
modified.
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9.2. Relationship between the Parties. The parties hereto are and
intend to remain independent contractors. Nothing in these Terms
shall be construed to create a partnership, joint venture or agency
relationship between the parties.
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9.3. Publicity. We may identify you as a Gigaroo customer in our
customer lists and promotional materials. We will promptly stop
doing so upon your request sent to us via email
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9.4. Amendment; Waiver of Contractual Right. No modification or
claimed waiver of any provision of these Terms will be valid except
by written amendment manually signed by authorized representatives
of both parties. Waiver of any provision under these Terms will not
be deemed a future waiver of that or any other provision herein, nor
will waiver of any breach of these Terms be construed as a
continuing waiver of other breaches of the same or other provisions
of these Terms.
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9.5. Entire Agreement; Amendment; Severability. To the extent
permitted under applicable law, you hereby waive any rights or
requirements under any law or regulation in any jurisdiction that
requires an original (non-electronic) signature or delivery or
retention of non-electronic records. These Terms and any annexes
thereto constitute the entire agreement between the parties and
supersedes any previous agreements or representations, either oral
or written, with respect to the subject matter of these Terms. All
amendments will be made only in writing. If any provision or
provisions of these Terms is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired by
such holding and the parties shall negotiate in good faith a
substitute, valid and enforceable provision which most nearly
effects the parties’ intent in entering into these Terms.
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9.6. Assignment. You may not transfer or assign its rights or
obligations under these Terms to any third party. Any purported
assignment contrary to this clause shall be void.
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9.7. Dispute Resolution. In the event of any controversy or claim
arising out of or relating to these Terms, the parties will consult
and negotiate with each other and, recognizing their mutual
interests, attempt to reach a solution satisfactory to both parties.
If the parties do not reach settlement within a period of sixty (60)
days, either party may pursue relief as may be available under these
Terms pursuant to Section 9.8 (Governing Law; Jurisdiction).;
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9.8. Governing Law; Jurisdiction. These Terms are governed by the
laws of the State of Delaware, without regards to its conflict of
laws principles, and any dispute arising from these Terms shall be
brought exclusively before the courts of Delaware.
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9.9. Injunctive Relief. You agree that a breach or threatened breach
by your obligations under Section ‎3.2 (Usage Restrictions) and ‎6.1
(Confidentiality) would Gigaroo irreparable harm and significant
damages for which there may be no adequate remedy under law and
that, in the event of such breach or threatened breach, Gigaroo will
have the right to seek immediate equitable relief and any other
relief that may be available from any court. Such remedies are not
exclusive and are in addition to all other remedies that may be
available at law, in equity or otherwise.
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9.10. Force Majeure. Except for the obligation to make all payments
due under these Terms on a timely basis, neither party will be
liable in damages or have the right to terminate these Terms for any
delay or default in performing hereunder if such delay or default is
caused by conditions beyond its control including, without
limitation, Acts of God, government restrictions (including the
denial or cancellation of any export or other necessary license),
wars, insurrections or any other cause beyond the reasonable control
of the party whose performance is affected.
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9.11. Notices. All communications, notices and disclosures required
or permitted by these Terms will be made by email and will be deemed
to have been given upon dispatch of the email containing such notice
(a) to Employer, at the email address set out in the App or
subsequent written instruction given by Employer to Gigaroo and (b)
to Gigaroo, at the following email address:
info@gigarooapp.com .
Additionally, if your Subscription Term is in effect, Gigaroo may
provide any notice to you through the App’s dashboard.