Giggable Services Agreement

Welcome to Giggable.

This Giggable Services Agreement (“Agreement”) is a legal agreement between Giggable Pty Ltd A.C.N. 607 159 679 ("Giggable", “we” or “us”) and the entity or person (“you”, “your”, or “user”) who registered on the Giggable Account page to receive certain consulting and other business services that may be offered by Giggable and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services. You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

1. Overview and Services

Giggable provides industry practitioners with the opportunity to register as a Giggable Professional and provide paid project services to Giggable Clients ("Client(s)"). These project services may include project work, research, consulting or advisory services ("Gigs").

Giggable facilitates the interaction between the Professional and Client. You understand that we are not a party to and will not have any liability with respect to the Gigs or service arrangements between Professionals and Clients.

Any terms you enter into with the Clients(s) of Giggable in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by Giggable in writing.

2. Joining as a Professional

You will have joined upon verifying your account, completing the platform registration and agreeing to the terms of this Agreement. Applying to join via our website does not constitute membership of Giggable.

You can participate in our Services only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you are qualified and have obtained any necessary approvals. By joining Giggable, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals.

3. Assignment, Acceptance and Scope of Gigs

You are free to accept or decline any Gigs, provided however, that you may accept only those Gigs:

  1. that do not present a conflict of interest;
  2. that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise) and
  3. that relate to topics about which you are knowledgeable.

You are expected to accept or decline a Gig within reasonable time limits as per the expectations of Giggable once an invitation has been made. Giggable makes no representation regarding the frequency, quantity, or type of invitations to Gigs you will receive or in which you will be chosen to participate.

You may not subcontract or engage any other person to perform Gigs without Giggable's prior written consent.

4. Fees and Services

a. Fees: For Professionals, if you are awarded a gig, and you accept, we charge you a small fee relative to your hourly rate. The nominal fee is 10%.

Unless otherwise stated, all fees are quoted in Australian Dollars.

b. Payment: Payment processing services for users on Giggable are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a user on Giggable, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Giggable enabling payment processing services through Stripe, you agree to provide Giggable accurate and complete information about you and your business, and you authorize Giggable to share it and transaction information related to your use of the payment processing services provided by Stripe.

5. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided.

If required by any applicable tax law, Giggable shall withhold and remit the amount of any tax from payments owed to the Professional. Upon payment of any such amount to the appropriate government entity or agency Giggable shall have no obligation to pay such amount to the Professional.

The Professional will be responsible for and pay (or cause to be paid) when due all taxes for which the Professional is liable in relation to the performance of the Gig.

6. Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information overseas.

7. Professional Conduct

You must act with the utmost professionalism and courtesy in your dealings with Clients and with Giggable.

As a Professional, you agree to the following:

a. Conflicts: You represent and warrant that your use of Giggable is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use Giggable in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.

b. Material Non-Public Information: You will not use Giggable to solicit, disclose or misappropriate any material non-public information within the meaning of Australian securities laws or the equivalent laws of any other country or jurisdiction.

c. Confidentiality: You will not disclose to any Client, to any other Professional, or to Giggable any third-party's confidential information in violation of any duty or contract right.

You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission.

Where the Professional is legally required to disclose the Confidential Information, the Professional shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.

Confidential Information means any documents or information created, received or obtained by the Professional from or on behalf of the Client, Giggable or any other party in respect of any Gig, their employees, agents, contractors and representatives. In relation to Giggable, it also includes all non-public information pertaining to Giggable's business (including, without limitation, our pricing information, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.

You must notify Giggable immediately upon becoming aware of a suspected or actual breach of this obligation.

Giggable's Services provide you with the ability to disclose certain information about yourself to Clients; it is solely your responsibility to decide whether to disclose such information and the manner of disclosure appropriate for your purposes.

d. False and Misleading Information: You agree that you will not provide any false or misleading information or information which may mislead or deceive Giggable, its Clients, or any other party in respect of any Gig.

e. Accurate Information: You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Giggable as soon as possible after any changes.

8. Compliance with Client Requirements

In performing any Gig for the Client, the Professional must:

  • Use a high standard of care and skill to be expected of a consultant who regularly acts on projects or engagements like and at least as sophisticated as the subject matter of the Gig;
  • Make all necessary enquiries of the Client to ascertain the Client's requirements and objectives, including in relation to the Client's requirements in relation to the Professional Content intellectual property;
  • Inform the Client of any matter which may cause any budget or estimate of Milestone Quotes to be revised; Comply with any Client policy, direction, instruction, brief, program, or schedule;
  • Place any required or commercially appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation; and
  • Not subcontract or engage any person other than the Professional to perform the Gig without Giggable’s and the Client's prior written approval.
9. User Content

You are solely responsible for any content (including for example, written text, tags, data files) you add to your account ("User Content"). User Content includes, without limitation, all content you post or send on our Site, including any blog on our Site or any social media sites maintained or operated by us (for example LinkedIn, Facebook, Twitter etc). Under no circumstances whatsoever shall Giggable be liable to you or to any other person or entity for your participation in, or use of, our Site. Giggable has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Giggable, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys' Rates), or other expenses that arise from your User Content.

10. Intellectual Property

Some Gigs will allow or require the Professional to provide deliverables or content to the Client ("Professional Content").

In the absence of any specific agreement between the Professional and the Client, the Professional will grant such rights to the Client in relation to the intellectual property in the Professional Content as necessary to enable the Client to receive the benefit of the Gig.

Giggable is not responsible for any Professional or Client's use of or misappropriation of any intellectual property rights during the course of the Services. Any agreements or disputes regarding intellectual property rights in Professional Content shall be between the Professional and the Client.

a. Blog, Giggable Social Media and Marketing Materials: The Professional may post, upload or share articles, opinions, comments or any other information or content created by the Professional, on the Giggable Site, blog, other social media sites and marketing materials maintained or operated by Giggable including the Giggable LinkedIn or Facebook pages (Posted Content).

By posting or using the Giggable Site, blog, other social media sites or marketing materials maintained or operated by Giggable, the Professional:

  1. Agrees to any terms and conditions of use applicable to the site or social media sites; and
  2. Retains ownership of all intellectual property rights in the Posted Content, but grants to Giggable a royalty free, worldwide licence to use the content for its operational, business or marketing purposes, including the right to reproduce, amend, modify or change the Posted Content; and
  3. Warrants and represents that:
    1. The Professional owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Professional is not the author);
    2. The Posted Content has not otherwise been published on any other site or publication unless it passes a unique copy test of not more than 15% overlap with what is being published on the Giggable blog;
    3. The Professional will not infringe any third party’s intellectual property rights in the Posted Content;
    4. Where the Professional posts, uploads or shares the Posted Content on any other third party’s site, the Professional will reference the Posted Content as "First posted on Giggable".

The Professional will obtain any necessary consents or waivers from any individual who has any moral rights in any Posted Content or intellectual property licensed to Giggable, to permit the sue and enjoyment of the Posted Content without any limitation arising out of the moral rights of that person.

Giggable may elect not to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Professional.

This clause "Blog, Giggable social media and marketing materials" survives termination of these terms and conditions.

11. Indemnification

You agree to indemnify, defend and hold harmless, Giggable and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys' Rates and court costs) which are, arise out of or relate to:

  1. Any taxes assessed to Giggable (including any payroll tax, but not any income tax) or superannuation contribution obligations arising from the supply of the Gigs by the Professional to the Client or the amounts paid for those supplies;
  2. Any act or omission (including negligent acts or omissions) of the Professional in the performance or purported performance of any Gig;
  3. Any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  4. Wilful misconduct or gross negligence in your performance of consulting services hereunder; or
  5. Your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
  6. Any activity which you engage on or through Giggable.

This indemnity will survive termination of these Terms and Conditions.

12. Warranty Disclaimer; Limitation of Liability

You use the services solely at your own risk. The services are provided on an "as is" and "as available" basis. We don't control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our services or verify the identity of our users. To the fullest extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.

Notwithstanding anything to the contrary in this agreement and to the maximum extent permitted by law:

  1. Giggable’s liability, whether under statute, tort, equity or contract, arising from or in connection with the Services is limited in the aggregate to the lower of the Fee paid by you to Giggable in the most recent 30 day period or \$1000.
  2. Giggable is not liable to the Professional in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, lost time or goodwill, howsoever arising, whether in contract, tort (including negligence), strict liability or otherwise.
13. Dispute Resolution

If a dispute arises out of or relating to these Terms and Conditions the relevant parties shall attempt to resolve the matter by mediation before litigation.

Unless otherwise agreed between the Professional and Client, if a dispute arises in relation to the Gig, the Professional shall attempt to resolve that dispute with the Client, by mediation between before litigation.

Nothing in this paragraph limits the rights of Giggable to seek or obtain urgent interlocutory or interim relief.

14. Termination and Suspension

Giggable or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon written notice to Giggable.

Giggable reserves the right to suspend your profile or cancel your registration as a Professional, at any time, on Giggable forming the view in its absolute discretion that Giggable’s brand, operations (including the Site, any blogs or membership) or business (including its Client’s, partners or affiliates) may be adversely affected or harmed as a result of your continued registration as a Professional.

15. Assignment and Subcontracting

You must not subcontract, transfer or assign the terms of this Agreement (or the benefit of the relationship with Giggable) without Giggable’s prior written consent.

Giggable may at any time novate, assign, transfer, mortgage, charge or deal in any other way with these Terms and Conditions (or part thereof) or grant or confer the benefit of any right arising under these Terms and Conditions.

16. Miscellaneous

Any translation of the terms of this Agreement or our other documentation is provided for your convenience only and the English version will govern.

If you are using this Agreement on behalf of a business, that business accepts these terms.

The terms of this Agreement constitute the entire agreement between the you and Giggable with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).

We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: giggable.co. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Giggable user. If you continue to participate as a user after any modification becomes effective, then your participation will constitute acceptance of such modification.

© Copyright 2019 Giggable Pty. Ltd.