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Terms of Service (User Agreement)

Introduction

This Terms of Service (the “Agreement”) is a binding contract between you and Humanics Global Advisors LLC (“HGA“, “we“, or “us“). It governs your access to and use of the HGA online platform and services (the “Platform“). This Agreement applies to all Platform users, including individual expert consultants (“Consultants“) and client organizations seeking consulting services (“Clients” or “Client Organizations“). By registering an account or otherwise using the Platform, you agree to these Terms of Service. If you do not agree, you must not use the Platform.

About HGA: HGA’s mission is to connect global consulting talent with organizations in the international development sector through an AI-driven matchmaking platform. Our Platform uses advanced algorithms and human expertise to match Consultants to consulting opportunities posted by Clients. HGA operates on a success-based model – registration and applying to opportunities are free, and HGA only earns a fee when a Consultant is successfully engaged for a project. HGA serves as a facilitator of these connections and subsequent contracts, but does not directly guarantee the performance of Consultants or the outcome of projects beyond the obligations described in this Agreement.

Below are the terms and conditions governing acceptable use of the Platform, ownership of intellectual property, liability limits, fees, privacy, account security, dispute resolution, and other important aspects of using HGA’s services. Please read these sections carefully.

Acceptable Use

All users must use the Platform in a lawful, ethical, and respectful manner. You agree not to misuse the Platform or engage in any prohibited activities, including but not limited to:

  • Misrepresentation: Do not provide false, misleading, or fraudulent information on your profile, proposals, project listings, or communications. Consultants must accurately represent their qualifications and experience. Clients must post only genuine consulting opportunities with truthful project details.
  • Unauthorized Access and Security Violations: Do not attempt to circumvent security measures, probe or hack the Platform, or access accounts or data that you are not authorized to access. You may not upload viruses, malware, or any other code that could harm the Platform or other users.
  • Data Scraping and Privacy Violations: You may not harvest, scrape, or collect information (including personal data) about other users or the Platform’s content without permission. Any personal data accessible through the Platform is provided solely for use within the Platform’s intended matchmaking and project purposes – misuse of other users’ personal information or data (such as for marketing, spamming, or any unauthorized purpose) is strictly prohibited.
  • Harassment and Improper Content: Do not use the Platform to harass, bully, or discriminate against any individual or group. Avoid posting or transmitting any content that is unlawful, defamatory, obscene, hateful, or otherwise objectionable. Be professional and courteous in all communications.
  • Platform Integrity: Do not interfere with or disrupt the proper functioning of the Platform. This includes refraining from flooding the Platform with excessive requests, creating multiple accounts for disruptive purposes, or any action that could disable, overburden, or impair the Platform’s infrastructure.
  • Intellectual Property Misuse: Do not upload or share content that infringes upon the intellectual property rights or privacy rights of others. You should only post materials (e.g., resumes, project documents, images) that you have the right to use and share.
  • Circumvention of Fees: You may not attempt to circumvent HGA’s role or fees. Consultants and Clients should not negotiate independent deals outside the Platform for opportunities first discovered or introduced via HGA without HGA’s involvement or consent. Engaging in a project that was facilitated by HGA, but avoiding the Platform to evade the success fee, is a violation of these Terms.
  • Unlawful Activity: You shall not use the Platform for any illegal or unauthorized purposes. All users agree to comply with applicable laws and regulations (e.g., anti-corruption, export control, data protection, etc.) when using HGA’s Platform.

HGA reserves the right to investigate and take appropriate action (including suspension or termination of your account) for any violations of this Acceptable Use section.

Intellectual Property Rights

Platform Ownership: The Platform (including its software, design, algorithms, user interface, and all content provided by HGA) is owned by HGA and protected by intellectual property laws. HGA retains all rights, title, and interest in its Platform technology, branding, logos, trademarks, and proprietary content. Nothing in this Agreement transfers any of HGA’s intellectual property rights to you. You are granted a limited, revocable, non-exclusive license to use the Platform for its intended purposes in accordance with these Terms. You may not copy, modify, distribute, reverse engineer, or create derivative works from the Platform except as explicitly permitted by HGA or applicable law.

User Content: As a user, you retain ownership of the content and materials that you post or upload to the Platform (your “User Content“). For example, Consultants retain ownership of their profile information, resumes/CVs, proposals, and any work deliverables they produce; Clients retain ownership of the text of their project listings or other materials they provide. However, by submitting or uploading any User Content to the Platform, you grant HGA a non-exclusive, worldwide, royalty-free license to use, reproduce, process, adapt, publish, and display your content (including any intellectual property in it) solely for the purpose of operating the Platform and providing our services. This means, for example, that you permit HGA to display your profile to prospective Clients, to include your CV in proposals to Clients, to share a Client’s project description with potential Consultants, and otherwise facilitate engagements. This license is limited to HGA’s legitimate business needs (including Platform operation, matchmaking, marketing of opportunities, and record-keeping) and does not transfer ownership of your content to HGA. You represent that you have the necessary rights to grant this license for any content you upload.

Deliverables and Work Product: Any work product, deliverables, reports, or other materials created by a Consultant as part of a consulting engagement (a “Work Order” or project contract facilitated through HGA) are subject to the terms of that specific engagement. In most cases, the end Client (or HGA acting for the Client) will own the intellectual property in those deliverables upon creation or as agreed in the project contract. Consultants agree that for any engagement won through the Platform, they will adhere to the project contract’s provisions on deliverable ownership, and will assign or license rights in the deliverables to the Client or HGA as required. Consultants will retain ownership of any of their pre-existing intellectual property (e.g., methodologies, templates, or tools developed outside the project) that might be included in a deliverable, but by taking on the project they grant the Client and HGA a license to use that pre-existing material as part of the deliverable so the Client can fully use the work product.

HGA’s Name and Marks: “Humanics Global Advisors”, “HGA”, and all associated logos and trademarks are owned by HGA. You may not use HGA’s name, logo, or trademarks in any way not expressly authorized (for example, you may not present yourself as an employee or agent of HGA, or use our logo on external documents, without permission). However, Consultants and Clients may factually state (for instance in a resume or press release) that they obtained services or work through HGA’s Platform, consistent with truthful use.

Nothing in these Terms restricts your rights to use information that is in the public domain or that you are otherwise lawfully permitted to use.

Disclaimers and Limitation of Liability

No Guarantee of Engagement or Outcomes: HGA does not guarantee that Consultants will be awarded contracts or that Clients will find suitable consultants for their projects. The Platform aims to facilitate introductions and streamline the contracting process, but all final decisions regarding hiring or project awards are made by the users (Clients and Consultants) themselves. HGA makes no promise that using the Platform will result in any particular outcome or business opportunity.

Platform “As-Is”: The Platform and all services provided by HGA are offered on an “as is” and “as available” basis, without warranties of any kind. To the fullest extent permitted by law, HGA disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, secure, or that any content (including user profiles or project listings) will be accurate or reliable.

User Content and Conduct: Interactions and contracts between Consultants and Clients are facilitated by HGA, but HGA is not a party to the consulting services agreement between a Client and Consultant (except to the extent HGA formally signs a prime contract with the Client and subcontracts to the Consultant, in which case HGA’s role is as an intermediary). HGA does not supervise or control the day-to-day work of Consultants or guarantee the quality of their work, nor does it guarantee that Clients will provide a suitable project or honor their payment obligations (though HGA will make reasonable efforts to ensure contracts and payments are honored as described in these Terms). Users are responsible for their own conduct and deliverables. While HGA may conduct vetting or verification of users (such as checking a Consultant’s credentials or a Client’s identity) and may facilitate resolution of disputes, HGA is not liable for the accuracy of any user-provided information or the outcome of any project.

Limitation of Liability: To the maximum extent permitted by law, HGA’s liability to you or any third party arising out of or related to your use of the Platform or any services facilitated by HGA is limited to the greater of: (a) the total amount of fees (commission and service fees) that you paid to HGA in the twelve (12) months prior to the event giving rise to the liability, or (b) US $100. In no event shall HGA be liable for any indirect, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, or data, even if we have been advised of the possibility of such damages. This limitation applies to any theory of liability, whether based in contract, tort (negligence included), strict liability, warranty, or any other legal theory.

Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain damages. To the extent that such laws apply to you, some of the disclaimers or limitations above may not apply. However, in all cases, HGA’s liability will be limited to the fullest extent permitted by applicable law.

HGA’s Role: You acknowledge that HGA’s role is primarily to facilitate connections and administrative support (such as proposal submission, contracting, and payment processing) between Clients and Consultants. HGA is not an employer of Consultants, nor an agent of Clients for the actual services performed by Consultants. Consultants remain independent contractors, and Clients are the contracting entities procuring services. HGA is not responsible for any issues arising from the Consultant-Client relationship, other than to help in accordance with these Terms and any separate agreements.

You agree that you use the Platform and engage with other users at your own risk, and that HGA’s liability is limited as stated above. If you are dissatisfied with any aspect of the Platform or these Terms, your sole remedy (aside from claims that may be arbitrated as provided below) is to stop using the Platform.

Success Fee and Payment Terms

Free Registration and Application: Using the Platform to register as a Consultant or a Client, to create a profile, and to browse or apply to opportunities is free of charge. HGA does not charge Consultants any upfront fees or subscription costs to be on the Platform, nor do we charge Clients to post consulting opportunities. Our business model is success-based.

Success Fee Commission: If a Consultant is awarded a contract or work engagement through the Platform (i.e., as a result of HGA’s matchmaking or introduction), HGA earns a success fee in the form of a commission on that engagement. The standard commission rate is 17% of the consulting fees for the project (unless otherwise agreed in writing for a specific engagement). This commission represents HGA’s compensation for facilitating the match and providing administrative services. The commission is typically built into the financial arrangements of the project.

Commission Mechanics: In practice, the success fee is collected as part of the project payments:
– When a Client agrees to hire a Consultant through HGA, the Client will enter into a contract (often with HGA as the contracting party or intermediary) for the Consultant’s services. The financial terms will include the Consultant’s fee plus HGA’s 17% commission (unless a different rate is set). – The Client will be invoiced for the agreed amount (consulting fees + commission). For example, if a Consultant’s net fees are $1,000, the Client may be charged approximately $1,170, which includes HGA’s $170 commission. – HGA will then pay the Consultant their portion of the fees (in this example, $1,000) after receiving payment from the Client. HGA retains the commission portion. – The exact structure (whether the commission is added on top of the Consultant’s fee or subtracted from a gross amount) may vary by contract, but in all cases the commission will be transparent and communicated to all parties.

Payment Processing: HGA will facilitate all payments for engagements won through the Platform. Clients will make payments to HGA (or its designated payment processor) as per the schedule and milestones in the project agreement (for example, after acceptance of deliverables or monthly time-based payments). HGA holds these funds in order to pay the Consultant. Consultants should not accept direct payments from Clients for projects obtained via HGA without HGA’s authorization, as doing so would bypass the success fee and violate these Terms.

Timeline for Consultant Payments: HGA will pay Consultants within a reasonable period after receiving the corresponding payment from the Client. Our goal is to ensure Consultants are paid promptly. Typically, if a Client pays on time (e.g., within 30 days of invoice receipt), HGA will process the payment to the Consultant shortly thereafter (often within a few business days of clearance of funds). HGA guarantees that, for any approved invoice, the Consultant will receive payment no later than 120 days from the date the Consultant submits a proper invoice or the payment due date, whichever is earlier, provided that the Consultant has fulfilled their obligations for that milestone or period. In other words, even if a Client is delayed in paying, HGA will advance payment to the Consultant by that 120-day mark for work properly completed, so that the Consultant is not left waiting indefinitely. (This guarantee would not apply if the Consultant’s own breach or failure to deliver is the reason the Client refuses to pay, or if extraordinary circumstances like fraud are involved.)

Taxes and Deductions: Consultants are responsible for any taxes on the income they earn from projects. HGA does not withhold income taxes for Consultants (as they are independent contractors), except where required by law. If HGA is legally required to withhold any taxes (for example, a withholding tax for international payments), it will deduct those from the payment, remit them to the appropriate tax authority, and provide documentation to the Consultant. Any value-added tax (VAT), sales tax, or similar taxes that are applicable to the services will be handled according to law (e.g., added to Client invoices or withheld as necessary). Clients are responsible for any taxes applicable to their payments to HGA (aside from taxes on HGA’s income).

Currency and Fees: Unless otherwise agreed, all payments will be made in U.S. Dollars (USD). HGA will typically remit payments to Consultants via bank transfer or another standard payment method. Consultants are responsible for any bank fees or transfer charges on the receiving end, and HGA is responsible for fees on the sending end. If currency conversion is needed (for example, if a Client pays in a different currency), the conversion will be done at prevailing rates and any conversion fees will be accounted for in the payout.

Non-Payment by Clients: HGA will use reasonable efforts to collect payments from Clients. If a Client fails to pay an invoice on time, HGA will inform the Consultant and attempt to resolve the issue. Consultants agree to cooperate with any reasonable requests for information or action to help secure payment (for instance, clarifying that work was delivered). Ultimately, if a Client does not pay, HGA may take legal or collection actions. While HGA’s 120-day payment guarantee ensures Consultants are paid timely for their work, HGA reserves the right to recover any advanced funds from the Client (and the Consultant agrees to assist, if needed, in substantiating the work). Clients agree that late payments may incur interest or penalties as specified in their contract with HGA, and that non-payment is a breach of these Terms and any separate contract, giving HGA the right to suspend services or seek legal remedies.

Success Fee on Repeat Engagements: If a Client directly engages a Consultant (outside the Platform) for additional work within a certain period (typically 12 months) after an introduction through HGA, the non-circumvention clause (Section 1) applies. The success fee commission would still be owed to HGA for any such engagement stemming from an HGA introduction, unless HGA waives this in writing. Clients and Consultants are encouraged to route any follow-on projects through HGA so that the process remains transparent and within these Terms.

Data Privacy and Protection

Compliance with Data Protection Laws: HGA is committed to protecting your personal data. We handle personal information in accordance with applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), to the extent they apply. Even in cases where these laws might not strictly apply by jurisdiction, HGA aims to follow industry best practices globally for privacy and data security.

Personal Data Collection and Use: When you use the Platform, you may provide personal information (such as your name, contact details, professional credentials, resumes, IDs, or financial information for payments). HGA will use this information only for legitimate business purposes related to operating the Platform and facilitating engagements. This includes:

  • Creating and maintaining your account and profile.
  • Matching Consultants with potential opportunities (e.g., using your profile information to suggest you for relevant projects).
  • Presenting Consultant information (CVs, profiles) to Clients and vice versa (project details to Consultants) as part of the proposal and hiring process.
  • Communicating with you about projects, applications, updates, and Platform features.
  • Processing payments and maintaining financial records.
  • Compliance with legal obligations (such as record-keeping, fraud prevention, or responding to lawful requests by authorities).

We do not sell your personal data to third-party marketers. We only share personal data with third parties in two general scenarios: (1) with your consent or at your direction (for example, sharing your CV with a Client who is considering you for a project, or using a third-party payment processor to handle a transaction you’ve initiated), or (2) as necessary to operate the Platform and comply with the law (for example, using cloud hosting providers or disclosing information if required by a court order).

Data Transfers: By using the Platform, you acknowledge that your personal data may be transferred to and stored on servers in various countries, including the United States. HGA and its service providers may process data outside of your home country. Where your home jurisdiction has data transfer restrictions (such as the EU), we will ensure that appropriate safeguards (like standard contractual clauses or other lawful transfer mechanisms) are in place to protect your information. By providing your information, you consent to such cross-border transfers, understanding that different countries may have different data protection standards.

Security Measures: HGA implements reasonable technical and organizational measures to secure personal data against unauthorized access, loss, or disclosure. This includes encryption of sensitive data, access controls to personal information, and regular security assessments of our systems. However, no system can be 100% secure; by using the Platform, you understand that there is some risk of data breaches or unauthorized access, which we mitigate but cannot entirely eliminate. HGA will notify affected users and the appropriate authorities of any data breach involving personal data, as required by law.

User Responsibilities for Privacy: You, as a user, also have responsibilities to protect privacy:
– Keep Credentials Secure: As mentioned in Account Security (Section 6), maintain the confidentiality of your login information. Do not share your account with unauthorized persons. – Respect Others’ Data: If you obtain personal information about another user through the Platform (for example, a Client receiving a Consultant’s CV or a Consultant receiving contact details of a Client), you must treat that information as confidential and use it only for the purpose of the engagement or transaction it was provided for. You may not reuse or disclose that information for other purposes without consent. Unauthorized use of other users’ personal data may not only violate these Terms but also privacy laws. – No Scraping: As noted in Acceptable Use, you are not allowed to scrape or harvest data from the Platform. This is to protect the privacy of all users. – Data Accuracy: You should ensure that any personal data you provide to HGA is accurate and up-to-date. You can update your profile information at any time via the Platform.

For more details on how we handle personal data, please refer to our Privacy Policy [if such a policy exists on the website]. By agreeing to these Terms, you also agree to the terms of the Privacy Policy.

If you have questions or requests regarding your personal data (such as accessing it, correcting it, or deleting it), you can contact us at the contact information provided in Section 10 (Contact and Notices). You may also have specific rights under GDPR, CCPA, or other laws if applicable (such as the right to opt-out of sale of data, which is not applicable here as we do not sell data; the right to request deletion; etc.), and we will facilitate the exercise of those rights.

Account Terms and Security

Account Registration: To use many features of the Platform, you must create an account. When registering, you agree to provide truthful, accurate, and complete information about yourself (or your organization, if registering on behalf of a Client Organization). Required information may include your legal name or business name, contact details, a valid email address, and for Consultants, information about your qualifications and experience. You also agree to keep this information up-to-date; if any of your registration information changes, promptly update your account profile.

Authority (for Organizations): If you create an account on behalf of a Client Organization (such as a company, NGO, or other entity), you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, the term “you” in this Agreement will refer both to you as an individual and the organization you represent.

Account Credentials: You will choose or be given login credentials (such as a username and password) for your account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Do not share your password or allow others to use your account. HGA will never ask you for your password via email or unsolicited communication; if you suspect that your account has been compromised or unauthorized access is occurring, you must notify HGA immediately and change your password.

One Account Rule: Each Consultant or individual user should generally maintain only one account profile, and each Client Organization should have a clear single account (with options for multiple authorized users or team members if provided by the Platform). Creating multiple accounts to mislead others or to evade restrictions is prohibited. HGA may allow or instruct a user to create separate accounts in specific circumstances (for example, if an individual serves as a consultant but also manages an organization account, with HGA’s knowledge).

Verification: HGA may require identity verification or other checks as part of account setup or ongoing use. This could include verifying your email, phone number, or for Consultants, validating credentials or government-issued identification. You agree to comply with these verification requests and provide truthful documentation. HGA reserves the right to conduct background checks or other screening (such as sanctions list checks) to ensure compliance with legal and ethical standards. If we are unable to verify your identity or qualifications to our satisfaction, we may suspend or terminate the account.

Account Security: We strive to keep the Platform secure, but we need you to do the same. In addition to keeping your password confidential, you should use a strong password and implement any additional security features we offer (such as two-factor authentication, if available). Notify HGA right away at [info@humanicsgroup.org] if you discover or suspect any security breaches, such as unauthorized access to your account. We may temporarily suspend or lock accounts that we suspect have been compromised or are being used in violation of these Terms, in order to protect you, the Platform, and other users.

Use of the Platform: You agree to use the Platform only for its intended purposes. You will not use the Platform to engage in any activity that violates any law, infringes someone else’s rights, or breaches any agreement you have with a third party. You further agree not to use any automated scripts or bots to access, collect information from, or otherwise interact with the Platform without HGA’s express permission (except for standard search engine crawling).

Suspension of Access: HGA may suspend or limit your access to the Platform (or certain features) if we, in our discretion, believe it’s necessary for security (for example, if you are suspected of a hack or if there have been too many failed login attempts), for legal compliance, or for enforcement of these Terms.

Inactivity: HGA reserves the right to terminate accounts that have been inactive for an extended period (for example, if a Consultant has not logged in for over a year), but we will generally provide notice before doing so. Likewise, if you wish to deactivate or delete your account, you may contact us to request that.

Remember that even after an account is terminated (by you or by HGA), certain obligations may remain (see Section 8 on Termination).

Device Security Requirements

Every device used to access HGA’s systems or to store HGA-related information must be secured in line with industry best practices. This applies to company-issued equipment as well as personal devices used for work (Bring Your Own Device, BYOD), if any are authorized. Key requirements include:

  • Authentication and Locking: Devices such as laptops, desktops, tablets, and smartphones must be protected by a password, PIN, or biometric lock (fingerprint, facial recognition) such that unauthorized persons cannot easily access them. Configure devices to automatically lock after a short period of inactivity (e.g., 5-15 minutes for computers, 1-2 minutes for mobile devices). Users should manually lock their device (Windows: Win+L, Mac: Ctrl+Cmd+Q, or simply close the laptop lid) whenever stepping away. Use strong passwords/passcodes for device logins — not simple or easily guessable ones (no “1234” PINs or “password” passwords). Where available, enable full-disk encryption (most modern laptops and phones have this by default with the OS password; ensure it’s turned on).
  • Antivirus and Updates: Keep all devices updated with the latest security patches and antivirus/anti-malware software. For HGA-issued devices, the IT department will typically manage updates and antivirus centrally – do not ignore or delay system update prompts. For personal devices approved for use, you are responsible for ensuring updates for the operating system and critical apps are promptly installed. Running an antivirus solution and performing regular scans is required on computers. Do not jailbreak or root phones/tablets as that compromises built-in security. Allow HGA’s mobile device management (MDM) profile or software to be installed if required; this helps enforce security settings and allows remote wipe in case of loss (for BYOD, HGA will only manage company data, not your personal content).
  • Physical Safeguards: Prevent theft or loss of devices. When traveling or in public places, never leave a laptop bag or phone unattended. Use cable locks for laptops in insecure locations if you must leave them (e.g., in a conference room during a break). Do not put devices in checked luggage. If staying at a hotel, consider using the room safe for portable devices or at least for external storage media. Avoid letting others (even family or friends) use your work devices, as they might accidentally access something or introduce malware. For desktop computers in offices, log out or lock the screen when not in use; offices should be locked when unattended if sensitive info is present.
  • Secure Connections: As mentioned in Section 5, ensure network connections are secure. Use VPN on laptops when not on a trusted network. Turn off features like Bluetooth, Wi-Fi, or file sharing on your device when they are not needed, to reduce attack surface. For mobile devices, be cautious of connecting to unknown charging stations or computers (USB charging can sometimes allow data transfer – use “charge only” mode or a USB data blocker if available).
  • Data Storage on Devices: Only keep Confidential Information on a device as long as needed. If your device has removable media (USB drives, external hard drives, SD cards), ensure those are encrypted or password-protected if they contain sensitive data. Label devices with contact info or a “If found, call/email…” message if possible, to aid recovery if lost. Use tracking and remote wipe features on mobile devices (e.g., Find My iPhone/Android) and on laptops if available. HGA’s IT can initiate a remote wipe on company devices; for personal devices with company email, note that connecting to our Exchange server may give us the right to wipe the synced data in case of loss.
  • No Unauthorized Software or Configuration: Do not install unapproved software, especially those that could access or transmit data (e.g., cloud storage sync tools, peer-to-peer file sharing, remote control software) without clearance. Also avoid browser extensions or mobile apps that are not trusted, as they might scrape data. Follow any IT policies on what software is allowed/prohibited. If you need a tool, request it through IT channels. Similarly, do not alter security settings set by IT (e.g., don’t disable the firewall, don’t turn off antivirus, don’t change group policy settings on company machines). For personal devices, at least ensure a personal firewall is on and default security settings are not weakened.
  • Incident Response for Devices: If your device (or any storage media) that contains HGA information is lost, stolen, or you suspect it’s been compromised by malware or hacking, you must report this to HGA IT/Security immediately. Time is of the essence for lost devices – if reported quickly, we might remotely lock or wipe the device before someone accesses it. Delay in reporting could result in a serious data breach. When reporting, provide as much detail as possible (what device, what data might be on it, when/where it was lost, any backup of data available, etc.). HGA will not penalize a user for promptly reporting an accidental loss; our primary goal is to secure the data. However, failure to report or negligence in device care could lead to disciplinary action.
  • Personal Device Use: If you use your personal laptop or phone for any HGA business (which should only be done with permission and if your role is such that HGA doesn’t provide a device), you must still abide by all these security measures. Understand that HGA may require you to install certain security software or configurations. If this is unacceptable, you should request a dedicated device from HGA rather than use your own. HGA reserves the right to enforce security compliance on any device handling its data. This could include periodic inspections or requiring evidence of compliance (like showing that encryption is enabled). If a personal device cannot meet HGA’s security requirements, it must not be used for HGA work.

In summary, a chain is only as strong as its weakest link – an unsecured device can be an easy entry point for data breaches. By following these device management practices, Users help protect not just their own device, but the entire network and data ecosystem of HGA. Remember, even the most robust server encryption is defeated if someone can simply open your unlocked laptop or if malware on your phone screenshots confidential messages. Be proactive and conscientious in how you manage your work devices.

Governing Law and Dispute Resolution

This section outlines how disputes between you and HGA will be resolved, including an agreement to arbitrate disputes and a waiver of certain rights to go to court.

7.1 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including any use of the Platform) shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. You agree that Delaware law will apply regardless of where you are located or use the Platform, to the extent permissible.

7.2 Binding Arbitration: Except for the exceptions stated in Section 7.4 below, you and HGA agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or our services (including any question regarding breach, enforcement, or interpretation of this Agreement) shall be resolved by binding arbitration on an individual basis. Arbitration is a process where a neutral arbitrator (instead of a judge or jury) decides the dispute. You and HGA agree to give up the right to sue in court and to have a trial by jury for these disputes, and instead agree to arbitrate.

7.3 Arbitration Procedure: Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, if you are not a U.S. resident or the dispute involves parties or activities in different countries, the AAA’s International Centre for Dispute Resolution rules may apply). The arbitration will be conducted in English. The seat or legal place of arbitration shall be Delaware, USA, and, unless both parties agree otherwise, the hearings (if any are held) shall take place in the State of Delaware (likely in Wilmington). However, if traveling to Delaware would impose a hardship, you may request to participate by video or teleconference to the extent the arbitrator allows, or the arbitrator can decide purely on documents submitted, if appropriate.

The arbitration will be decided by a single arbitrator, unless both you and HGA agree to a panel of three arbitrators. The arbitrator shall be an attorney or retired judge experienced in commercial contract disputes. The arbitrator shall have the authority to determine the arbitrability of any claim and to grant any remedy that would otherwise be available in court (subject to the limitations and exclusions of liability stated in these Terms). The arbitrator will issue a written decision that includes the reasons for the award. The arbitration award shall be final and binding, and judgment on the award may be entered in any court with jurisdiction.

7.4 Exceptions – Small Claims and Injunctive Relief: Notwithstanding the above arbitration agreement, either party has the option to:

  • Small Claims: Bring an individual claim in a small claims court (or similar court for minor disputes) if the claim is within that court’s jurisdictional limit. However, if that claim is transferred, appealed, or otherwise moved to a court that can hear larger claims, the defendant can require that it be arbitrated under this agreement instead.
  • Temporary Injunctive Relief: Seek temporary or preliminary injunctive relief in a court of law for issues such as misuse of intellectual property, unauthorized access to the Platform, or breach of confidentiality. This is allowed when necessary to prevent immediate and irreparable harm (e.g., to stop someone from misusing sensitive data or infringing IP while an arbitration is pending). Such an action will not waive the right to arbitrate the underlying dispute (the merits of the case will still be decided in arbitration if within the scope of the arbitration agreement, but a court can issue interim orders to preserve the status quo).

7.5 Arbitration Costs and Attorneys’ Fees: The AAA’s rules will govern the payment of arbitration fees. HGA will pay the arbitration filing and arbitrator fees for claims totaling less than $25,000, unless the arbitrator finds that the arbitration was frivolous or brought for an improper purpose. For claims above $25,000, the arbitration filing, administration, and arbitrator fees will be split according to the AAA rules (or as the arbitrator otherwise orders). Each party is responsible for its own attorneys’ fees, unless the arbitrator awards fees to the prevailing party under any applicable law or contract. However, the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party if it is determined that the other party brought or defended a claim in bad faith or in a frivolous manner.

7.6 Waiver of Class Actions: All disputes must be arbitrated (or litigated in small claims court) on an individual basis only. You and HGA agree that no class, collective, or representative actions will be pursued or allowed in arbitration or otherwise. The arbitrator may only resolve your individual claims and does not have authority to hear or determine class or collective arbitrations or any claims on behalf of anyone who is not a party to the arbitration. If this class action waiver is found to be unenforceable, then the entirety of the agreement to arbitrate in this Section 7 (except for this sentence) shall be null and void.

7.7 Jurisdiction for Limited Court Matters: For any court proceedings permitted under this Section 7 (such as a small claims action, a motion to compel arbitration, or a suit to enforce or vacate an arbitral award, or a request for injunctive relief as allowed above), you and HGA consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA. You also waive any objections to the venue or jurisdiction of those courts, including any claim that such a court is an inconvenient forum.

7.8 Jury Trial Waiver: To the extent any dispute is determined by a court rather than an arbitrator (for instance, if the arbitration agreement is found unenforceable or with respect to any of the exceptions above that go to court), you and HGA each knowingly and voluntarily waive any right to a trial by jury in relation to that dispute.

7.9 Confidentiality of Dispute Resolution: Any arbitration (and any litigation in court) between you and HGA shall be kept confidential to the extent possible. This means you and HGA agree not to disclose the existence, content, or outcome of any arbitration (or court proceeding) to any third party, except as may be necessary to prepare for or conduct the arbitration (or court proceeding), or as required by law, or to enforce the final judgment.

7.10 Survival: This Governing Law and Dispute Resolution section shall survive any termination of these Terms or your relationship with HGA.

Termination and Suspension

By HGA (For Cause): HGA may, at its sole discretion, suspend, restrict, or terminate your account or your access to parts of the Platform if we believe you have violated these Terms or any other policies referenced herein, or if you engage in behavior that is unlawful, abusive, disruptive, or harmful to the Platform or other users. Specific reasons for termination or suspension may include (but are not limited to):

  • Breach of these Terms of Service or any other agreement you have with HGA (such as a separate consulting contract or work order terms).
  • Violations of the Acceptable Use policy (Section 1), such as fraudulent activity, harassment of other users, or misuse of data.
  • Failure to timely pay any amounts due (for instance, if a Client does not pay an invoice or a Consultant refuses to pay an owed commission or fee, if applicable).
  • Engaging in actions that circumvent or undermine the Platform (e.g., taking a matched opportunity off-platform to avoid fees, as described earlier).
  • Legal or regulatory reasons: if continuing to provide you access would violate any applicable law or expose HGA to legal liability (for example, if you are added to a government sanctions list or are discovered to be in a country subject to export controls that prohibit providing you access).
  • Safety or integrity reasons: if you are suspected of attempting to hack or compromise the Platform’s security, or your account has been compromised, or you are using the Platform to disseminate malware.
  • Repeated complaints or poor feedback: if multiple Clients or Consultants report significantly negative experiences with you (though HGA will generally investigate circumstances and give an opportunity to respond).

In most cases, HGA will attempt to notify you of the issue and may give you an opportunity to remedy the situation (if it’s something that can be cured) before termination. However, for serious violations or urgent matters, we reserve the right to suspend or terminate immediately without prior notice.

By HGA (Without Cause): HGA may also terminate your account or access to the Platform without cause if we decide to discontinue the Platform or your membership. For example, if HGA ceases to operate the service, or if we decide to remove a user base in a certain jurisdiction due to regulatory changes. In such cases, we will provide you with reasonable advance notice via email or the Platform. If you have any ongoing engagements at that time, we may work to transition or conclude them appropriately.

By You: You are free to stop using the Platform at any time. You may request account deletion or deactivation by contacting HGA (see Section 10 for contact info). If you have any ongoing projects or contractual obligations facilitated through HGA, you should address those (either complete them or properly terminate those separate agreements) before closing your account. Terminating your account will not automatically terminate any separate consulting agreements you entered into via the Platform – you may still have obligations to HGA or other users under those agreements.

Effect of Termination: Upon termination of your account, you will lose access to any areas of the Platform requiring an account login. Your profile may no longer be visible to others (though some basic information, like name in past proposals or reviews, might remain as part of historical records). HGA may retain certain information to the extent required for legal compliance or legitimate business purposes (e.g., keeping records of transactions, or retaining proposal data to maintain integrity of our database), in accordance with our Privacy Policy.

If termination was due to a breach of these Terms, HGA may also pursue other remedies available at law or equity (for example, seeking damages for any harm or enforcing a non-circumvention clause to obtain its due commission if a project was taken off-platform).

Surviving Provisions: Certain sections of these Terms will survive any termination of your account or access, including but not limited to: Intellectual Property Rights (Section 2, with respect to licenses granted to HGA and ownership clauses), Disclaimers and Limitation of Liability (Section 3), Success Fee & Payment obligations accrued prior to termination (Section 4), Data Privacy (Section 5), Governing Law & Dispute Resolution (Section 7), and this Termination section as it relates to survival, as well as the Modification of Terms and Contact sections (Sections 9 and 10). All obligations to pay fees or commissions, or to pay for services provided before termination, also survive.

No Liability for Termination: To the extent permissible by law, HGA will not be liable to you for any suspension or termination of your account or access to the Platform in accordance with these Terms, including for deletion of your data or User Content, provided that we have adhered to the provisions of these Terms.

Modification of Terms

HGA may revise or update these Terms of Service from time to time. Because laws and our business operations may change, we might need to make changes to this Agreement. When we do, we will notify users in advance by posting the updated Terms on our website and/or by sending a notice via email or through the Platform messaging system.

Notice and Acceptance of Changes: We will provide reasonable advance notice of any material changes (generally, we aim to give at least 15 days’ notice, or longer if required by law). During this time, you should review the revised Terms. If you continue to use the Platform after the effective date of the updated Terms, that usage constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Platform and may request to close your account before the new Terms take effect.

For non-material changes that do not substantially affect your rights (for example, clarifications or minor updates), we may implement those with less notice, but they will still be posted with a new effective date at the top of the Terms page. It is your responsibility to check for updates to the Terms periodically.

Contractual Changes: Note that any separate agreement you sign (for example, a specific Consultant Work Order contract or a Client service agreement) will not be altered by changes to these general Platform Terms except to the extent the changes to the Platform Terms are universally applied and intended to supersede prior terms. In the event of a conflict between an individually negotiated contract and these updated Platform Terms, the terms of the individually negotiated contract will usually prevail for that specific engagement, unless the updated Platform Terms expressly state otherwise.

HGA may also update other policies or guidelines related to the Platform (such as a Privacy Policy, community guidelines, fee schedules, etc.). We will similarly notify users of material changes to those documents. All updates and modifications are effective on the date indicated in the notice or the posted policy, and continued use of the Platform signifies acceptance.

Contact and Notices

How to Contact HGA: If you have any questions about these Terms, or need to provide notice to HGA for any reason, you may contact us as follows:
– Email: info@humanicsgroup.org
– Physical Mail: Humanics Global Advisors LLC, Attn: Legal Department, 8 The Green, Suite #___, Dover, DE 19901, USA (NOTE: This is a sample address; please use the official mailing address as listed on our website.)

(Email is generally the most efficient way to reach us for notices or questions. For legal notices sent by email, we recommend you request a read receipt or otherwise confirm that we received it.)

Notices to You: HGA may send you notices via email to the address associated with your account, via postal mail to any physical address you have provided, or via notifications through the Platform (for instance, a message in your account dashboard). You agree that all agreements, notices, disclosures and other communications that HGA provides to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for keeping your contact information (especially your email) up to date in your account profile.

If a notice is sent to you via email, it will be deemed received on the day it was sent, provided that we did not receive an error message and it was sent to the correct address and during normal business hours of your location (otherwise, it will be deemed received the next business day). Notices by postal mail will be deemed received when delivered, or if delivery is not successful, seven days after we have mailed it to the address on file.

Official Communications: All questions, requests, or legal communications (such as notices of claims or termination) should be made in English.

Customer Support: For general support inquiries (non-legal issues), you can also reach out to HGA support at support@humanicsgroup.org or via the help/contact form on the Platform.

Miscellaneous

  • Indemnification: You agree to indemnify, defend, and hold harmless HGA and its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) your use of the Platform or services obtained through the Platform; (ii) any User Content you submit or actions you take on the Platform; (iii) your breach or alleged breach of these Terms; or (iv) your violation of any law or the rights of any third party. HGA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations), in which event you agree to cooperate with HGA in defending such matter.
  • Entire Agreement: These Terms of Service (including the Privacy Policy and any additional terms incorporated by reference) constitute the entire agreement between you and HGA regarding your use of the Platform. They supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and HGA with respect to the Platform.
  • Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. We (you and HGA) may agree to modify the invalid provision to the minimum extent necessary to make it enforceable, and if we cannot, it shall be severed from these Terms.
  • No Waiver: HGA’s failure to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. Likewise, any waiver of any provision of these Terms will be effective only if in writing and signed by HGA.
  • Assignment: You may not assign or transfer any of your rights or obligations under these Terms without HGA’s prior written consent. Any attempted assignment in violation of this provision is null and void. HGA may freely assign or transfer this Agreement (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  • Independent Contractors: Your use of the Platform and any interaction with HGA or other users does not create an agency, partnership, joint venture, or employment relationship between you and HGA. You and HGA are independent contracting parties. Consultants are not employees of HGA, and nothing in these Terms shall be construed as creating an employment relationship or guarantee of employment.
  • Headings: Section titles and headings in this Agreement are for convenience only and have no legal or contractual effect.
  • Survival: Provisions of these Terms that by their nature should survive termination of this Agreement (including, but not limited to, provisions concerning indemnities, limitation of liability, arbitration, intellectual property ownership, and post-termination obligations) shall survive any termination or expiration of your relationship with HGA.
  • No Third-Party Beneficiaries: These Terms are for the benefit of you and HGA (and permitted assigns). Except as expressly provided in a project Work Order or separate contract, they are not intended to confer any rights or remedies on any third party.

By using the HGA Platform, you acknowledge that you have read, understood, and agree to these Terms of Service.