CLIENT’S TERMS OF SERVICE

“SKIPP”, offers you (the “Client”) to provide services under the conditions specified in these Clients’ Terms of Service (the “Agreement”).

By paying the Refundable Deposit, the Client accepts this Agreement between the Client and Skipp (the “Parties”).

1. SKIPP DUTIES AND RESPONSIBILITIES

SKIPP shall:

(i) use commercially reasonable efforts to recruit, test, interview, engage on an independent contractor basis, and assign one or more skilled computer engineers, programmers, and developers (each, a “Talent”) to perform the type of work described in the Client’s personal account (the “Personal Account”) at https://www.skipp.dev/ (the “Skipp Service”), under CLIENT’s supervision (the “Services”);

(ii) upon written request of CLIENT, use commercially reasonable efforts to replace Talent who does not meet performance or capability requirements;

(iii) appropriately acquire exclusive rights to intellectual property created by Talents under this Agreement.

2. CLIENT DUTIES AND RESPONSIBILITIES

CLIENT shall:

(i) pay invoices within 5 business days;

(ii) manage and supervise Talent;

(iii) use Talent only within agreed job descriptions;

(iv) properly onboard and supervise Talent;

(v) comply with applicable laws;

(vi) ensure proper licensing and rights for all materials provided to Talent.

3. PAYMENT TERMS, BILL RATES, AND FEES

3.1 Deposits

CLIENT will pay:

• deposits for services (“Deposits”);
• a $500 refundable deposit (“Refundable Deposit”) before Talent search.

Refundable Deposit terms:

• credited to first Deposit upon successful placement;
• refunded if cooperation does not start.

Additional terms:

• monthly balance system;
• SKIPP may suspend work if balance is zero;
• Reserve Deposit may be used for overdue payments;
• invoices payable within 5 days;
• late payment interest: 0.1% per day after 30 days.

3.2 Downtime

All breaks or downtime must be agreed in writing. Otherwise CLIENT remains liable for payment.

3.3 Minimum Term

• Minimum subscription: 3 months
• Minimum per Talent: 1 month
• Early termination → payments are non-refundable

Start date: first kick-off meeting.

3.4 Expenses

CLIENT reimburses approved expenses within 10 days of invoice.

4. RISK-FREE PERIOD

• Default: 14 calendar days
• CLIENT may request replacement during this period
• Must provide written notice before period ends

If no notice → Talent is accepted.

5. NONCIRCUMVENTION AND DAMAGES

For 24 months:

CLIENT shall not:

• hire or engage Talent directly;
• refer Talent to affiliates;

Violation → material breach + damages + injunctive relief.

6. CONVERSION

6.1 Direct Hire

• Requires SKIPP approval
• Fee: 1 month of Talent service fee

6.2 Nature of Fee

• Not a penalty
• Compensation for sourcing effort

6.3 Conditions

• Minimum 3 months engagement
• Subject to approval and payment

7. INTELLECTUAL PROPERTY

7.1 Definition

Includes copyrights, patents, trademarks, trade secrets, etc.

7.2 Talent Consents

Talent grants rights to:

• use without attribution
• publish
• modify
• incorporate into other works

7.3 Ownership

All service results → CLIENT immediately.

7.4 Exclusions

SKIPP retains rights to:

• underlying technology
• methodologies
• internal IP

8. TERM OF AGREEMENT

• Effective upon Refundable Deposit payment
• Term: 1 year
• Auto-renewal unless terminated

Termination:

• 30 days notice
• immediate termination for breach

CLIENT must pay all accrued amounts.

9. CONFIDENTIAL INFORMATION

Both parties:

• keep information confidential
• use only for Agreement purposes

Exceptions:

• public information
• independently developed
• legally required disclosures

10. PUBLICITY

SKIPP may:

• use CLIENT name and logo
• list CLIENT as reference

11. INDEMNIFICATION

11.1 SKIPP

Defends CLIENT against Talent claims.

11.2 CLIENT

Indemnifies SKIPP against:

• breaches
• third-party claims
• legal violations

11.3 Conditions

• prompt notice
• defense control
• cooperation

11.4 Exclusivity

This section fully governs indemnification.

12. LIMITATION OF LIABILITY

• No indirect or consequential damages
• Liability cap: last 3 months payments
• Services provided “as is”

13. DISPUTE RESOLUTION

Disputes resolved in courts of Delaware, USA.

14. MISCELLANEOUS

14.1 Relationship

• Independent contractors
• No partnership

14.2 Survival

Key clauses survive termination.

14.3 Amendments

Only in writing.

14.4 Severability

Invalid provisions do not affect others.

14.5 Entire Agreement

Supersedes all prior agreements.

14.6 Assignment

Requires written consent.

14.9 Notices

Via:

• email
• courier
• Slack or Telegram project chats

14.10 Personal Data

SKIPP may process Client personnel data per Privacy Policy:
https://www.skipp.dev/privacy-policy

14.11 Governing Law

Delaware, USA.

14.12 Force Majeure

No liability for events beyond control.

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