Simbiosis Inc. (“we”, “us”, “our”, or “Simbiosis”) operates the website located at https://simbiosis.team/ and any related service, tool, or application, including specifically the Simbiosis platform connecting potential buyers with service providers in the information technology sector (collectively, the “Site”). These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you, either individually or, if accessing the Site as a representative of an organization, your organization (“you”, “your”, or “User”) and Simbiosis. These Terms govern your use of the Site. By accessing and/or using the Site, you indicate that you accept these Terms, and you agree to abide by them.
- SERVICES PROVIDED BY SIMBIOSIS
- Simbiosis Marketplace. Through the Site, we provide an online marketplace where Users can search for and purchase staffing and recruitment services in the information technology sector (the “Services”).
- General. To use the marketplace feature of the Site, Users must register for an account in accordance with Section 2 below. Once registered, you may create search campaigns by defining your project or staffing requirements and publishing them to the Site. You may search the Simbiosis database of service providers (“Service Providers”) and use the Site to schedule interviews and otherwise facilitate a transaction with a Service Provider. We will provide support by ensuring the administration and functionality of the Site, facilitating the creation of Accounts and the publication of profiles, campaigns, and staffing projects, and providing infrastructure and channel management between you and the Service Provider.
- Hiring a Service Provider. If you elect to hire a Service Provider that you connected with or otherwise discovered via the Site, you agree to hire such Service Provider via the Site and you agree to provide accurate engagement details, including the fees that you will pay for the Service (“Service Fees”), as prompted by the Site. You represent and warrant that you will not circumvent the Site or otherwise hire the Service Provider in a way that manipulates our fee structure, the billing process, or fees owed to Simbiosis. We reserve the right to terminate any Account suspected of being in violation of this provision.
- Payment of Service Fees. Your Service Provider will invoice you the agreed upon Service Fees on a monthly basis via the Site, and you agree to pay all Service Fees within ten (10) days of receiving the applicable invoice. You will make all payments of Service Fees via the Site using our third-party payment service provider, Stripes Connect or GetBalance, in accordance with the terms and conditions at https://stripe.com/legal and https://www.getbalance.com/legal/end-user-terms. You agree not to, and will not, circumvent the Site in any way when paying your Service Fees.
- Simbiosis Fee and Payment. Simbiosis does not charge you any fees for your use of the Site. Instead, Simbiosis charges its service fee to the Service Provider as a percentage of the gross value of the Services provided by the Service Provider to you (the “Simbiosis Fee”). The Simbiosis Fee shall be charged by Simbiosis automatically when you make a payment of your Service Fees to your Service Provider by deducting the agreed percentage from your payment in accordance with subsection (iii) above.
- Contractual Relationships. Simbiosis is not a party to any contractual agreements between you and a Service Provider. We merely facilitate connections between the parties. You are encouraged to enter into a written agreement setting forth the terms and conditions of your engagement with the Service Provider and engage legal counsel as necessary. In the event that we provide you with a proposed agreement template to facilitate the transaction between you and a Service Provider, you agree to hold us and our employees, executives, directors, and shareholders harmless in connection with your use of such a template, and you release us in connection with any liability therewith.
- Conclusion of Service Engagement. Following the completion of your initial service engagement with a Service Provider, if you choose to re-engage such Service Provider, you agree to do so only via the Site for a period of 12 months from the completion of your initial engagement. You agree not to, and will not, circumvent the Site when re-hiring a Service Provider during this time period.
- Direct Recruitment Services. In addition to the operation and provision of the Site, Simbiosis provides direct search and recruitment services (the “Recruitment Services”). If you engage us, through the Site, to provide Recruitment Services, then you agree to our Recruitment Services Agreement, located at www.simbiosis.team/terms-conditions-for-recruitment-model-at-simbiosis.
- Account Creation. You must register for an Account to access certain features of the Site. For this purpose, you agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness. You will not register an Account or use the Site if you (a) are not able to form legally binding contracts; (b) are under the age of 18; (c) are suspended by Simbiosis from using the Site; or (d) do not hold a valid e-mail address. Simbiosis reserves the right to decline any Account registration, or terminate any Account, for any lawful reason.
- Company Accounts. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including these Terms, on behalf of yourself and the company you represent.
- DATA AND INTELLECTUAL PROPERTY RIGHTS
- User Data. All data uploaded or otherwise input into the Site by you, including job descriptions, project requirements, and other information in connection with your use of the Site (“User Data”) is and remains your property. However, you grant us a non-exclusive, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Data, in whole or in part, as necessary or desirable for us to provide you with the Site and the services described herein. You grant Simbiosis an irrevocable right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and use anonymized User Data for development, improvement, enhancement, diagnostic, corrective, and related purposes in connection with the Site and other Simbiosis offerings.
- The Site. You may access and use the Site in accordance with these Terms. Simbiosis owns and shall retain all right, title, and interest in and to (i) the Site and all text, information, data, photographs, graphics, html code, computer software, source code and object code, audio and video samples, trademarks and logos, and the like appearing on this Site, including any improvements, enhancements or modifications thereto ("Simbiosis Content"); (ii) any materials that are developed in connection with the provision of support services provided by Simbiosis in connection with the Site; and (iii) all intellectual property rights related to any of the foregoing. Your rights to the Site are limited to the rights expressly granted hereunder.
Security. Simbiosis agrees that it will comply with applicable laws and regulations in connection with the privacy and security of User Data. Simbiosis has adopted an information security program designed to comply with applicable laws and protect the information, systems and solutions owned or controlled by Simbiosis including, without limitation, any User Data that may be received, stored or transmitted via the Site, from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal information security policies and procedures that conform to the ISO 27002:2013 Code of practice for information security controls. The Simbiosis information security program is subject to change by Simbiosis from time to time.
- RESTRICTIONS ON YOUR USE OF THE SITE
When using the Site, you will not attempt to or otherwise do any of the following:
- infringe any laws, third party rights, these Terms or our policies;
- fail to deliver payment for Services delivered to you;
- circumvent or manipulate our fee structure, the billing process, or fees owed to Simbiosis;
- post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
- transfer your Simbiosis account and username to another party without our consent;
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Simbiosis, the Site, or the interests or property of other Simbiosis users (including their intellectual property rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
- download and aggregate listings from the Site for display with listings from other websites without our express written permission
- "frame", "mirror" or otherwise incorporate any part of the Site into any other website without our prior written authorisation;
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site;
- copy, modify or distribute rights or content from the Site or Simbiosis’ copyrights and trademarks; or
- harvest or otherwise collect information about Users, including email addresses, without their consent; or
- use Simbiosis to facilitate money exchange including, but not limited to, cryptocurrency.
- LIMITED WARRANTY AND DISCLAIMER
- Limited Warranty. Simbiosis represents and warrants that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Site in a manner which minimizes errors and interruptions.
- DISCLAIMER. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SIMBIOSIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND YOUR USE THEREOF, INCLUDING YOUR USE OF A SERVICE PROVIDER. SIMBIOSIS HAS NO CONTROL OVER THE PROVISION OF THE SERVICES PROVIDED BY A SERVICE PROVIDER, INCLUDING THE TIMING OR QUALITY THEREOF, AND AS SUCH, SIMBIOSIS MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OF A SERVICE PROVIDER. FURTHER, SIMBIOSIS DOES NOT GUARANTEE IN ANY WAY THE SOLVENCY, COMPETENCE, IDENTITY, REPUTATION, SKILLS, SUITABILITY, LEGAL STATUS OR ANY OTHER CHARACTERISTIC OF THE SERVICE PROVIDERS. YOU AGREE TO HOLD SIMBIOSIS HARMLESS FOR ANY LOSSES INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH A TRANSACTION WITH A SERVICE PROVIDER USING THE SITE.
You agree to indemnify and hold Simbiosis and its employees, officers, directors, and shareholders harmless from any suit, claim, demand or litigation, or any losses related thereto, arising out of your breach of these Terms, or your infringement of any law or the rights of a third party in the course of using the Site.
- LIMITATION OF LIABILITY
In no event shall Simbiosis, our related entities, our affiliates or employees, officers, directors, or shareholders be liable to you, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
- any indirect, special, incidental or consequential damages that may be incurred by you;
- any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
- any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Site;
- any amount in excess of $5,000 U.S. dollars.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
- Self-Certification and Audit. You agree to maintain records reasonably required to verify your compliance with these Terms (“Compliance Records”). Upon our request with reasonable notice, you agree to (i) provide a self-certification of compliance with these Terms and/or (ii) provide Simbiosis with access to your Compliance Records for the sole purpose of determining compliance with these Terms.
- Independent Contractor. You and Simbiosis are and shall remain independent contractors. Nothing in these Terms shall be construed as creating the relationship of principal and agent, joint venturers, or employer and employee, between you and Simbiosis.
- Changes. Simbiosis reserves the right to modify at its discretion the content of the Site and/or these Terms at any time, without prior notice to the User, by posting amended terms on the Site. You are encouraged to review these Terms periodically to ensure compliance.
- Entire Agreement. These Terms, together with any incorporated policies or agreements, constitute the entire agreement between Simbiosis and User with respect to the use of Simbiosis Site and supersedes any prior understanding, contract, agreement or understanding of wills, whether oral or written, of any nature whatsoever with respect to the provisions herein.
- Severability. If any provision of these Terms shall be found by a competent court of law to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain in full force and effect and the invalid, void or unenforceable provision shall be deemed modified so as to be valid and enforceable to the fullest extent permitted by law.
- Governing Law. These Terms will be governed by and enforced in accordance with the laws of the state of Texas. You agree that the state and federal courts within the state of Texas shall have exclusive jurisdiction over any litigation brought or arising out of these Terms or your use of the Site.