Terms of Service

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE GIG WAGE SOFTWARE OR ACCESSING THE GIG WAGE PLATFORM
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This page contains the Terms and Conditions (the “T&C”) governing your use of Visage Enterprise Inc. proprietary software (“Gig Wage Software”) and any related service, website, application, plug-in, component, extension, functionality, or program (collectively, the “Gig Wage platform”) created by Visage Enterprise Inc. (“Gig Wage”, “us” or “we”). These T&C, along with any service agreements, statements of work, or orders (online or otherwise) relating to the Gig Wage platform (each, a “Service Agreement”) executed by you (“you” or “User”) or accepted by you via email or online (including, without limitation, by your continued use of the Gig Wage platform) and any other documents Incorporated into these T&C or any Service Agreement constitute a legally binding agreement (the “Agreement”) between User and Gig Wage platform. In the event of a conflict or Inconsistency between the provisions of these T&C and those of a Service Agreement, the Service Agreement shall control.

By accepting these T&C, by (1) executing or accepting a Service Agreement with Gig Wage, (2) registering with Gig Wage, or (3) downloading and/or using the Gig Wage Software and/or using Gig Wage platform, you agree to these T&C either for yourself or on behalf of your employer or another entity. If you are accepting and/or executing on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to these T&C. If you do not have such legal authority, or you do not agree with the T&C, you must not accept these T&C and you may not use the Gig Wage platform.

By executing a Service Agreement with Gig Wage and, or, completing the registration process for the Gig Wage platform and accessing the Gig Wage platform, or otherwise using or using services in the Service Agreement at anytime, you accept all of the terms and conditions herein, applicable Service Agreement, associated payment services schedule and definitions schedule, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement. You represent that you are not a minor, you are the legal age of at least eighteen (“18”) years old and must be legally authorized to agree to a Service Agreement with Gig Wage.

The Payor Company determines the services made available to you, not all terms and conditions will apply. Notwithstanding, it is very important that you read, stay aware of your Services Agreement, the Gig Wage Terms and Conditions, the Gig Wage Privacy Policy and the Gig Wage Partner Financial Institution Terms, Conditions and Privacy Policy. As a general matter, you will receive services from Gig Wage Partner Financial Institutions based on your country location. Gig Wage may, at any time, and in its sole discretion, delegate the performance of any services, obligations, and, or, requirements to any of its Partner Financial Institutions, agents or suppliers.  Gig Wage reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&C at any time, for any reason or for no reason. We will notify you of any material changes via email and/or by posting the amended T&C on the Gig Wage platform Website Gigwage.com. You must review these T&C on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop using the Gig Wage platform. Your continued use of the Gig Wage platform following any changes to these T&C indicates your acceptance and agreement to any and all such changes.

1. WHAT DOES GIG WAGE DO? What DOES GIG WAGE NOT DO?

‍Gig Wage is a technology company that provides an online technology platform that allows independent contractors (“Contractors”) to track the amount and type of work they perform for companies (“Companies”), initiate invoices, and as a (“Payee”) receive payments from (“Payor”) Companies . For purposes of clarity, “User,” as used herein, shall include but not be limited to Contractors and Companies. Gig Wage’s responsibilities are limited to: (a) maintaining the Platform and (b) serving as the payment collection agent of each Payee Contractor for the purpose of accepting payments from Payor Companies on behalf of the Payee Contractor. Gig Wage is not a party to any agreement entered into between Payor Companies and Payee Contractors. Gig Wage is not a bank, broker, financial planner or asset manager.‍

‍2. REGISTRATION AND MOBILE ACCESS

‍To access and use the Gig Wage platform, you will be required to register with Gig Wage by completing a registration form and designating a user identification and password. When registering with Gig Wage, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Gig Wage registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Gig Wage platform (or any portion thereof).You may not authorize any third party to access or use the Gig Wage platform on your behalf. You are responsible for maintaining the confidentiality of the user identification and password, and are fully responsible for all activities that occur under your user identification or password. You agree to immediately notify Gig Wage. of any unauthorized use of your user identification or password or any other breach of security. Gig Wage cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Gig Wage may use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

Use of the Gig Wage platform may be available through a compatible mobile device, Internet access and may require downloading the software, plug-ins and/or applications. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your service agreement with your mobile device and telecommunications provider.

GIG WAGE, MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE GIG WAGE PLATFORM AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF SUCH TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE GIG WAGE PLATFORM.

3. TERMS FOR CONTRACTORS

‍General Terms
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‍In order to receive payment, Payee Contractors must provide to Gig Wage their legal name, legal entity type, tax identification number (e.g., social security number or employer identification number), date of birth or date of formation, physical address, country, Bank account number, and Bank routing number. Each Payee Contractor agrees that payments made by Companies shall be considered the same as a payment made directly to such Payee Contractor. Payee Contractors can receive payment by ACH to their Designated Bank Account. Gig Wage is not a bank, broker, financial planner or asset manager.‍Limited Payment Agency Terms
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Once a Payor Company has provided authorization for a payment transaction to Payee Contractor, Payor Company will not be able to cancel the electronic transfer. Gig Wage may review certain potentially high-risk transactions. If a payment is subject to such payment review, Gig Wage will place a hold on the payment and provide notice to the Payor Company and Payee Contractor, as applicable, either through their Gig Wage account or by electronic mail. Gig Wage will conduct a review and either clear or cancel the payment. If the payment is cleared, Gig Wage will provide notice to the Payor Company and Payee Contractor, as applicable. Otherwise, Gig Wage will cancel the payment and the funds will be returned to the Payor Company.

‍Payment Terms
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Payee ‍Contractors receive payment promptly following assessment of sufficient funds and typically within seven business days of Payor Company transmitting such funds through Gig Wage’s platform. Notwithstanding the foregoing, Gig Wage provides no guarantee for such a payment timeline and may hold funds for up to 180 days if reasonably necessary to protect against the risk of liability or if you have violated these T&C. Payments to Payee Contractors are dependent upon Payor Companies processing funds through the Gig Wage platform. Gig Wage agrees that it shall only be liable to Payee Contractors to the extent that funds from Payor Companies have been processed through the Gig Wage platform. Gig Wage does not guarantee payments to Payee Contractors for amounts that have not been successfully received from Payor Companies.Bank services are provided by our FDIC insured Bank partner(s), Avidbank Holdings, Inc. (“Avidbank”), payment processing services are provided by Astra, Inc. ("Astra"), Areo Payments, Inc. (“Aeropay”) and electronic wallet (“e-wallet”) services are provided by Deposits, Inc. (“Deposits”), collectively, (“Gig Wage Partner Financial Institutions”). See your applicable account agreement for details. As a condition of Gig Wage enabling payment processing services through our third party Gig Wage Partner Financial Institutions, you agree to provide Gig Wage accurate and complete information about you and your business, and you authorize the Gig Wage platform to share it and transaction information related to your use of the payment processing services enabled by Gig Wage Partner Financial Institutions. Gig Wage is not a bank, broker, financial planner or asset manager.In order to access payment functionality, you must open an account provided by Astra. By agreeing to the Gig Wage Terms and Conditions you are agreeing to and accepting Astra's Terms of Use and Privacy Policy. We will provide customer support for your Astra transfer activity and can be reached at support@gigwage.com.Service Providers (Third parties)

‍Gig Wage has contracted with certain service providers in order to provide services to you. Certain bank services are offered through our FDIC insured Bank partner(s) and certain payment processing services are offered through Astra and Aeropay, and other third-party financial service providers, collectively referred to as Gig Wage Partner Financial Institutions.By creating an account with Gig Wage and initiating financial transactions, you agree to the Terms and Conditions here, Astra Terms of Use, Astra Privacy Policy, Aeropay Terms of Service and Aeropay Privacy Policy. You also agree to the terms and conditions and privacy policy of Gig Wage and Gig Wage Partner Financial Institutions corresponding to the financial service(s) and product(s) you select (collectively, “Gig Wage Partner Financial Institution Terms”), each of which are incorporated herein by reference. By creating an account with Gig Wage, you acknowledge that our FDIC insured Bank partner(s), Astra and Aeropay may share your information as necessary with their affiliates, Gig Wage Partner Financial Institutions, and other service providers in connection with providing their respective services. It is your responsibility to make sure that the information you provide to Gig Wage is accurate and complete. Additionally, you are responsible for complying with Gig Wage Partner Financial Institution Terms when using your account. It is your responsibility to read and understand Gig Wage Partner Financial Institution Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. Gig Wage will provide you with all access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to the terms and conditions herein, or if applicable, your account service agreement for more important information. Along with your Service Agreement, you may be able to select to receive certain additional services from other Gig Wage Partner Financial Institutions, herein known as “Third Party Services” from “Third Party Service Providers”. Gig Wage is not responsible for Third Party Service Providers, Third Party Services, or any material, information or resulting outcomes through Third Party Service Providers. The Third Party Service Providers may require you to agree to terms, conditions or agreements for the additional Third Party Services. You are solely responsible for, and assume all risk arising from your selection and receipt of any Third Party Services. Gig Wage is not a bank, broker, financial planner or asset manager.‍W-9 Certification
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‍By participating in the usage of Gig Wage's services you agree that the information provided for Form W-9 is accurate and that you certify the provided information as follows:“I certify, under penalty of perjury that: Taxpayer Identification Number or Social Security Number I provided is correct; I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and I am a U.S. citizen or other U.S. person; and the FATCA code(s) entered (if any) indicating that I am exempt from FATCA reporting is correct.”

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Electronic 1099 Consent
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‍By participating in the usage of Gig Wage’s services you agree to and understand the following:

• You are opting in to receiving an electronic copy of your 1099-Misc form.
• You will receive an electronic 1099 from each business that has paid you via Gig Wage, unless they opt out of using our 1099 filing service.
• You can opt out of receiving an electronic copy and instead receive a hard copy mailed to your physical address by visiting your Gig Wage account settings and - changing your preference.
• This consent to receive an electronic 1099 will remain in place so long as you do not opt out.
• Any electronic 1099s made available to you will remain available indefinitely until you request that your Gig Wage account be closed and/or deleted.

For any questions, concerns, changes or any other issues, you can contact us at support@gigwage.com or by visiting https://support.gigwage.com/hc/en-us

‍4. TERMS FOR COMPANIES

‍General Terms

‍Gig Wage allows for transfer of funds between parties. If you transfer funds via a designated Bank account specified by you through the Gig Wage platform (your “Bank Account”), on or prior to the date you intend to transfer funds through Gig Wage platform, you authorize Gig Wage and/or its Payment Processor to initiate debit entries to your Bank Account at the designated depository financial institution (your “Bank”), and to debit your Bank Account in such amounts as are necessary to (i) fund your payment, (ii) pay any fees or charges associated with the Gig Wage platform, including, without limitation, finance charges, (iii) pay any debit, correcting or reversing entry initiated pursuant to this T&C which is later returned to Gig Wage, and (iv) pay any other amount that is owing under these T&C or in connection with the Gig Wage platform. This authorization is to remain in full force and effect until Gig Wage has received written notice from you of termination in such time and such manner as to afford Gig Wage and your Bank a reasonable opportunity to act upon it. You will maintain in your Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries you originate through Gig Wage platform. Your obligation to pay Gig Wage for each credit entry matures at the time Gig Wage transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the Gig Wage platform. Gig Wage may set off against any amount you owe to it in order to obtain payment of your obligation as set forth in this Agreement. You acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S. law.

‍For Benefit Of Accounts (FBO)

‍By using our services, you authorize Gig Wage to hold your deposits for your benefit at our Bank partner, Avidbank, a FDIC insured Bank, in an account (“FBO Account”). For purposes of applicable FDIC deposit insurance limitations, please note that deposits in the Bank partner FBO Account may not be separately insured from any other deposit accounts you may have with our Bank partner. By opening an account on the Gig Wage platform, you agree to the Privacy Policy here. To the extent allowed by law, you further agree to receive updated privacy notices through the Bank partner Terms and Conditions website for additional details and important disclosures.  

FDIC Coverage
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‍Gig Wage is not a Bank, financial planner, broker or asset manager. Certain services are offered through Astra and Aeropay. Astra is not a Bank, financial planner, broker or asset manager. See Astra Terms of Service, Disclosures at (https://astrafi.com/terms/) and the Astra Privacy Policy at https://astrafi.com/privacy/ for more information. Aeropay is not a bank, financial planner, broker or asset manager. for more information. See Aeropay Terms of Use, Disclosures at (https://www.aeropay.com/legal/terms-of-service) and the Aeropay Privacy Policy at (https://www.aeropay.com/legal/privacy-policy), for more information. FDIC coverage is provided by our Bank partner, Avidbank, an FDIC Bank. FDIC deposit insurance only covers the failure of the FDIC insured Bank.
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‍Electronic Fund Transfers (“EFTs”) and Account Balances

‍By creating an account with Gig Wage and initiating deposits or withdrawals from your account (i.e. EFTs), you are agreeing to the Terms and Conditions here, you authorize us to share your personal information and account and banking information with our FDIC insured Bank partner(s) to open and support your use of the Gig Wage platform as further detailed in our Gig Wage Privacy Policy and the Privacy Policy, here. It is your responsibility to make sure the data you provide us is accurate and complete. Additionally, you are responsible for complying with the Terms and Conditions, here. When you open an account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your account. Deposits into your account are held at our FDIC insured Bank partner as detailed in your applicable account agreement and the Terms and Conditions, here.

Gig Wage will provide you with all transactions notifications and account balances in addition to providing customer support relating to your account as detailed below.

‍Electronic Fund Transfer Disclosure Statement
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‍The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.

A. Definitions:

Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.

B. Your Liability:

Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.Gig Wage is not a bank, broker, financial planner or asset manager.

Transactions History and Disputes
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‍All questions regarding EFT transactions or your account must be directed to help@gigwage.com and not to our Gig Wage Financial Institution partner(s) or their financial institution partners. Gig Wage is responsible for resolving issues and errors relating to transactions and account balances related to the FBO Account. If you wish to make a financial service complaint against Gig Wage, you may email help@gigwage.com.

‍Error Resolution Timeframes
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‍In Case of Errors or Questions About Your Electronic Transfers: Contact us by sending a support message via the web or mobile application if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Your inquiry must include: Your name and account number; AND a description of the error or the transfer you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; AND the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry in writing within ten (10) business days. We will investigate your inquiry and will correct any error promptly. We will tell you the results of our investigation within ten (10) business days [twenty (20) business days for claims on accounts open less than thirty (30) calendar days] after we hear from you; however, we may take up to forty-five (45) calendar days [ninety (90) calendar days for claims on accounts open less than thirty (30) calendar days, foreign-initiated transaction claims, and point-of-sale transaction claims] to investigate your questions. If we need additional time to investigate, we will provisionally re-credit your account within ten (10) business days [twenty (20) business days for claims on accounts open less than thirty (30) calendar days] for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your inquiry in writing, and do not receive your written inquiry within ten (10) business days, we may choose not to provisionally re-credit your account. If we find that there was no error, we will send you a written explanation within three (3) business days after we finish our investigation. You may ask for copies of the documents we used.

‍Payment Terms
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Bank services are provided by our FDIC insured Bank Partner(s), Avidbank. See your applicable account agreement and the Terms and Conditions for details here.

‍Once a Payor Company has provided authorization for a transaction to a Payee Contractor, Payor Company will not be able to cancel the electronic transfer. Gig Wage may review certain potentially high-risk transactions. If a payment is subject to such payment review, Gig Wage will place a hold on the payment and provide notice to the Payor Company and Payee Contractor, as applicable, either through their Gig Wage account or by electronic mail. Gig Wage will conduct a review and either clear or cancel the payment. If the payment is cleared, Gig Wage will provide notice to the Payor Company and Payee Contractor, as applicable. Otherwise, Gig Wage will cancel the payment and the funds will be returned to the Payor Company.

‍Insufficient Funds
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‍If you do not have sufficient funds in your Bank Account to pay disbursements, fees or any other amounts due under these T&C at the time required, or if you refuse to pay, Gig Wage may (i) debit the account owned in whole or in part by you to pay disbursements, fees or charges, or other amounts due, (ii) assess a $25 NSF fee, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Gig Wage may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Gig Wage may recover from you any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Gig Wage may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

‍5. SUBSCRIPTION TERM; FEES

‍“Subscription” means the fees agreed to set forth in your applicable Service Agreement. Fees applicable to the Terms and Conditions herein and applicable Service Agreement (“Fees”), are established pursuant to an agreement between your Payor and Gig Wage and/or as otherwise determined by Gig Wage in its sole discretion. Fees associated with a Gig Wage Card or Card Services are determined by the Issuer and are outlined in the Issuer’s Cardholder Agreement.  In accepting the Terms and Conditions you agree to pay all applicable Fees associated with the Payment Processing Services and any and all Payout Methods made available to or selected by you.  If you do not agree to pay the Fees associated with the Payment Processing Services you may close your User account as described in these Terms and Conditions.Unless specified otherwise in a Service Agreement, you may cancel its subscription of the Services at any time through the Gig Wage platform or by providing written notice to Gig Wage at least five (5) business days prior to the expiration of the then-current Subscription Term, with such cancellation effective as of the end of the then-current Subscription Term. You will continue to have access to the Services through the end of such Subscription Term and all Subscription Fees for such period shall remain due and payable. GIG WAGE DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY CANCELLATIONS. To cancel, email your account representative.We reserve the right to change our prices at any time. You authorize us to make any reasonably necessary inquiries to validate your account and financial information. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Gig Wage platform.

6. TAXES, CONTRACTOR CLASSIFICATION, AND WITHHOLDINGS
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‍It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Gig Wage is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

As previously stated, Gig Wage allows Companies to pay Contractors through the Gig Wage platform. Each Company assumes all liability for proper classification of such Contractors as independent contractors or employees based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Gig Wage. Each User acknowledges that Gig Wage platform does not, in any way, supervise, direct, or control the work of any User. Gig Wage does not set work hours or location of work for any User. Gig Wage will not provide any equipment, labor or materials needed for Users.

Gig Wage is not an employment service and Gig Wage does not serve as an employer of any User. As such, Gig Wage will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with a Company’s use of a Contractor.

You agree to indemnify, hold harmless and defend Gig Wage from any and all claims that a Contractor was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Contractor was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Gig Wage was an employer or joint employer of a User, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

‍7. MODIFICATION TO THE GIG WAGE PLATFORM; GENERAL PRACTICES
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‍Gig Wage reserves the right to modify or discontinue, temporarily or permanently, the Gig Wage platform (or any part thereof) including but not limited to the Flow of Funds, with or without notice. You agree that Gig Wage will not be liable to you or to any third party for any modification, suspension or discontinuance of the Gig Wage platform. You acknowledge that Gig Wage may establish general practices and limits concerning use of the Gig Wage platform, including without limitation the maximum period of time that data or other content will be retained by the Gig Wage platform. You agree that Gig Wage. has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Gig Wage platform. You acknowledge that Gig Wage reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Gig Wage reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

‍8. INTELLECTUAL PROPERTY

‍Visage Enterprise Inc.
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‍Visage Enterprise Inc. shall own and retain all right, title, and interest in and to the Gig Wage platform (except for any licensed content and software components included therein). Users agree not to reverse engineer, decompile, disassemble, copy, alter, modify, or create derivative works of the Gig Wage platform or otherwise use the Gig Wage platform in any way that violates the use restrictions contained in these T&C. Gig Wage does not grant to User any license, express or implied, to the intellectual property of Gig Wage or its licensors. User further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Gig Wage platform is considered the confidential and proprietary information of Gig Wage.

‍Derived Data
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‍User shall own and retain all right, title, and interest in and to any data derived from its use of the Gig Wage platform (collectively, the “Derived Data”); provided, however, that User hereby grants to Gig Wage a worldwide, perpetual, royalty-free, non-exclusive license to use (i) data generated as a result of User’s use of the Gig Wage platform solely for purposes of operating, maintaining and improving the Gig Wage Software or the Gig Wage platform and (ii) non-identifiable aggregate data regarding User’s use of the Gig Wage platform compiled by Gig Wage solely for marketing purposes.

‍User-Provided Data
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‍User shall retain all right, title and interest in and to all graphics, images, files, data and other information transmitted by User to Gig Wage in connection with its use of the Gig Wage platform (collectively, the “User-Provided Data”), provided, however, that User hereby grants to Gig Wage a worldwide, royalty-free, non-exclusive license to use the User-Provided Data for the purposes of fulfilling its obligations hereunder. Gig Wage may not use the User-Provided Data for any other purpose without the prior express written consent of User. You understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Gig Wage Software constitutes “User-Provided Data” under these T&C. Under no circumstances will Gig Wage have any obligation to review or scan User-Provided Data for purposes of measuring quality, filtering content or detecting the presence of malware. User represents and warrants that the User-Provided Data does not include any inappropriate content, malware or any other elements that could result in harm to third parties or the Gig Wage platform.

‍Visage Enterprise Inc. Logos and Designs
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‍Visage Enterprise Inc.’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Visage Enterprise Inc. in the U.S. and/or other countries. Visage Enterprise Inc.’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Visage Enterprise Inc.’s prior written permission. User Art. User shall retain all right, title and interest in and to all of User’s logos, promotional graphics and related marketing designs (collectively, the “User Art”), provided, however, that User hereby grants to Visage Enterprise Inc. a worldwide, royalty-free, non-exclusive license to use the User Art, as well as User’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Visage Enterprise Inc.’s products and services to third parties, subject to User’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

‍9. RESTRICTIONS AND PROHIBITED ACTIONS
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‍Unauthorized use of the Gig Wage platform, (including but not limited to any of the prohibited actions set forth in this Section 10), or the resale of the Gig Wage platform without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to the Gig Wage platform or Gig Wage Software in any format to any third party. In addition, you may not use the Gig Wage platform in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, you may not use the Gig Wage platform to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Gig Wage or others. You may not access the Gig Wage platform if you are a competitor of Gig Wage, except with Gig Wage’s express prior written consent. In addition, you may not access the Gig Wage platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not use or disclose any Gig Wage. Confidential Information, except as otherwise explicitly set forth herein. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Gig Wage or in any way reproduce or circumvent the navigational structure or presentation of the Gig Wage platform to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Gig Wage platform. You may not attempt to gain unauthorized access to any portion or feature of the Gig Wage platform or any other systems connected to the Gig Wage platform, or to any of the services offered on or through the Gig Wage platform, by hacking, password “mining” or any other illegitimate means. You may not harvest or collect user names, email addresses or any other User identifying information by electronic or other means for the purpose of sending unsolicited email or other communications. You may not probe, scan or test the vulnerability of the Gig Wage platform, nor breach the security or authentication measures of the Gig Wage platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor of the Gig Wage platform or any other customer of Gig Wage, including any Gig Wage platform account not owned by you, to its source, or exploit the Gig Wage platform or any service or information made available or offered by or through the Gig Wage platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Gig Wage platform. Additionally, Gig Wage reserves the right, without limitation, to terminate your access to and use of the Gig Wage platform if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

• You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes the Gig Wage platform.

• You may not attempt to interfere with any other User’s use of the Gig Wage platform. You may not engage in illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind with any User, third party or staff member of Visage Enterprise Inc., Including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law.

• You may not impersonate someone else or falsely represent your identity or qualifications, or breach any individual's privacy.

• You may not use the Gig Wage platform to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

• Except as permitted by Visage Enterprise Inc.in writing, you may not send out communications regarding investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding.

• You may not use the Gig Wage platform to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

• You may not use the Gig Wage platform in a manner that imposes an unreasonable or disproportionately large load on Visage Enterprise Inc.’s infrastructure, as reasonably determined by Visage Enterprise Inc.

• You may not create multiple accounts for use within the same organization or take other similar actions without Visage Enterprise Inc. express prior written consent.

Visage Enterprise Inc. will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Visage Enterprise Inc. may involve and cooperate with law enforcement authorities in prosecuting users who violate these T&C. You acknowledge that Visage Enterprise Inc. has no obligation to monitor your access to or use of the Gig Wage platform or to review or edit any User-Provided Data, but has the right to do so for the purpose of operating the Gig Wage platform, to ensure your compliance with these T&C, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

‍10. TERMINATION
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‍You agree that Visage Enterprise Inc., in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Gig Wage platform and remove and discard any content within the Gig Wage platform for any reason, including, without limitation, for lack of use or if Visage Enterprise Inc. (in its sole discretion) believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Visage Enterprise Inc. may be referred to appropriate law enforcement authorities. Visage Enterprise Inc. may also in its sole discretion and at any time discontinue providing the Gig Wage platform, or any part thereof, with or without notice. You agree that any termination of your access to the Gig Wage platform under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Visage Enterprise Inc. may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Gig Wage platform, except that, if you have made all payments owed to Visage Enterprise Inc. (if any) and Visage Enterprise Inc. terminates your account without cause, or if you terminate your account for convenience in accordance with this Agreement, then Visage Enterprise Inc. will retain your User-Provided Data in accordance with its then current retention policies and, upon your written request, provide you with tools to access such retained User-Provided Data. After the end of Visage Enterprise Inc.’s then current data retention period, Visage Enterprise Inc. may permanently delete your User-Provided Data on the Gig Wage platform Further, you agree that Visage Enterprise Inc. will not be liable to you or any third-party for any termination of your access to the Gig Wage platform.

‍11. INFORMATION PRACTICES
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‍Protecting our users’ privacy is very important to Visage Enterprise Inc. As a condition of downloading the Gig Wage Software and using the Gig Wage platform you agree to the terms and conditions, and the Gig Wage Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. The most current version of the Gig Wage platform Privacy Policy may be found at any time at Gigwage.com under the Policy section. Information collected by Visage Enterprise Inc. may be stored and processed in the United States or any other country in which Visage Enterprise Inc. or its agents maintain facilities. By using the Gig Wage platform, you consent to any such transfer of information outside of your country. Additionally, by using the Gig Wage platform, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

‍12. THIRD PARTY INTERACTIONS AND LINKS TO OTHER SITES
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‍This Visage Enterprise Inc. may contain certain content, products, services and links to other independent third-party web sites, applications or related tools (“Third Party Materials”). These Third Party Materials are provided solely as a convenience to users of the Gig Wage platform Such Third Party Materials are not under Visage Enterprise Inc.’s control, and Visage Enterprise Inc.is not responsible for and does not endorse such Third Party Materials, including any information or materials contained on such Third Party Materials. You will need to make your own independent judgment regarding your interaction with these Third Party Materials. Visage Enterprise Inc.’s privacy policy is applicable only when you are using the Gig Wage platform. Once you choose to link to another website or use a third party application, you should read that third party’s privacy statement before disclosing any personal information.

‍13. INTERNATIONAL USE
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‍You shall abide by all applicable laws and regulations regarding its use of the Gig Wage platform. In using the Gig Wage platform and the Gig Wage Software, you will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information in violation of export control laws or regulations of the U.S. Government or of any country within whose jurisdiction you operate or do business. Visage Enterprise Inc. and its licensors make no representation that the Gig Wage platform is appropriate or available for use in any location. the Gig Wage platform is controlled and operated from within the United States. Visage Enterprise Inc. makes no representations that materials contained within the Gig Wage platform are appropriate or available for use in other locations, and access to the Gig Wage platform from locations where such activity is illegal is prohibited. Those who choose to use the Gig Wage platform from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.

‍14. DISCLAIMER OF WARRANTIES
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‍Visage Enterprise Inc. and any third party who makes its software or content available in conjunction with or through the Gig Wage platform disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of the Gig Wage platform and/or any third party software or content accessed in conjunction with or through the Gig Wage platform.

VISAGE ENTERPRISE INC. DOES NOT PROMISE THAT VISAGE ENTERPRISE INC. OR GIG WAGE SOFTWARE, OR ANY CONTENT, COMPONENT, SITE OR FEATURE OF THE GIG WAGE PLATFORM, OR COMPONENT OF THE GIG WAGE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE GIG WAGE PLATFORM WILL PROVIDE SPECIFIC RESULTS. THE GIG WAGE PLATFORM IS DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. VISAGE ENTERPRISE INC. CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE GIG WAGE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. VISAGE ENTERPRISE INC. AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VISAGE ENTERPRISE INC. AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GIG WAGE PLATFORM DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND SUCH THIRD PARTY SOFTWARE OR CONTENT. VISAGE ENTERPRISE INC. DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES.YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE VISAGE ENTERPRISE INC. YOUR SOLE REMEDY AGAINST VISAGE ENTERPRISE INC. FOR DISSATISFACTION WITH THE GIG WAGE PLATFORM IS TO STOP USING THE GIG WAGE PLATFORM. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OF THE GIG WAGE SOFTWARE AND/OR USE THE GIG WAGE PLATFORM AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GIG WAGE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE GIG WAGE SOFTWARE AND/OR VISAGE ENTERPRISE INC.AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. The Gig Wage platform MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VISAGE ENTERPRISE INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

‍15. LIMITATION OF LIABILITY
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‍UNDER NO CIRCUMSTANCES SHALL VISAGE ENTERPRISE INC. OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GIG WAGE PLATFORM BE LIABLE TO YOU OR ANY OTHER USER ON ACCOUNT OF ANY USE OR MISUSE OF THE GIG WAGE PLATFORM OR SUCH THIRD PARTY SOFTWARE OR CONTENT. NEITHER VISAGE ENTERPRISE INC.NOR ANY THIRD PARTY SOFTWARE OR CONTENT PROVIDER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF VISAGE ENTERPRISE INC. AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE GIG WAGE PLATFORM AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, FROM INABILITY TO USE THE GIG WAGE PLATFORM AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GIG WAGE PLATFORM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE GIG WAGE PLATFORM AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GIG WAGE PLATFORM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ANY RELIANCE BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE GIG WAGE PLATFORM, THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE VISAGE ENTERPRISE INC.THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INC. INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

16. ARBITRATION
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‍Should a dispute arise with respect to any aspect of this Agreement, the Parties shall engage in good faith, informal dispute resolution for a minimum period of thirty (30) days to resolve the dispute. Should the Parties fail to resolve their dispute informally, they shall engage in mediation, at their joint and equal expense. Should the mediation fail to resolve their dispute, the Parties shall thereafter engage in binding arbitration. The binding arbitration shall be at the Parties’ joint and equal expense, with attorneys’ fees and costs to the prevailing party upon conclusion.

‍17. INDEMNIFICATION
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You agree to indemnify and hold Visage Enterprise Inc., its shareholders, subsidiaries, affiliates, directors, officers and employees, harmless from any loss, claim, demand, or damage (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including all third-party claims, liability, losses, expenses, damages, fines, penalties (including damages awarded or settled amounts and reasonable attorney’s fees), arising out of or in connection with your breach of this Agreement, your relationship or dealings with your Payor, or use of the Services or the Gig Wage Platform.You agree to indemnify Gig Wage for all losses arising from us acting on your instruction or that of your Payor (unless these arise due to our gross negligence or willful intent or fraud).You agree to indemnify us from any losses we may incur resulting from any error made by you in providing information or instructions to Gig Wage whether verbally or in writing or on the Gig Wage Platform (unless these arise due to our gross negligence or willful default or fraud).
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‍18. ASSIGNMENT OF TERMS
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‍You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of Visage Enterprise Inc. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Visage Enterprise Inc. may assign or transfer this Agreement, in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

‍19. NOTICES

‍Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

20. Dormant Accounts (Escheatment)

‍In the event that any User's account remains inactive for a continuous period of twelve months or more, Gig Wage reserves the right to close your account (including any Teen Account) and send any funds held in our possession to your verified primary address or, if required, transfer your funds held in our possession to the appropriate state authority in accordance with applicable escheatment laws. Prior to escheatment, Gig Wage will make reasonable efforts to contact the User using the verified contact information provided in the account, prior to escheating any funds in your account. If your address is unknown, or you fail to respond to being notified of your dormant account, any of your funds held in our possession will be escheated to the State of Delaware.  

‍21. MISCELLANEOUS PROVISIONS
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‍This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of law provisions of Delaware or your state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Visage Enterprise Inc.