TALENT TERMS OF SERVICE
Last Updated: February 23, 2025
This is a Talent Terms of Service Agreement ("Agreement") by and between you agreeing to the terms of and executing this Agreement ("you" or "Talent") and Gotta Go Fast, LLC, d/b/a Go Fractional, a Delaware limited liability company, with a mailing address at 769 Broadway #1148, New York, NY 10003, United States ("Go Fractional").
In consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the above-named parties agree as follows:
By accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions herein. You further acknowledge that this Agreement is a contract between you and Go Fractional, even if it is electronic and is not physically signed by you and Go Fractional, and that the terms and conditions of this Agreement govern the Client Services (defined below) and Go Fractional's provision thereof. By accepting this Agreement, Talent agrees to be subject to all agreements and terms of the Platform, including but not limited to the Platform's Terms of Service and Privacy Policy, as provided at www.gofractional.com and any other written policies and agreements on the Platform. You represent that you have the authority to enter into this Agreement, to grant the rights granted herein and to perform fully all of Talent's obligations in this Agreement. If Talent is an entity, you represent that you have the authority to contractually bind the company, business, or other legal entity ("Talent Entity") on whose behalf you are accepting this Agreement, in which case, for clarification, the terms "you" or "your" or "Talent" refer to such Talent Entity. If you do not have such authority to contractually bind such entity to this Agreement, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement, and you may not perform the Client Services.
1. Go Fractional Platform
Go Fractional is a company that matches its clients with select consultants. More specifically, Go Fractional curates and operates a proprietary network of select independent contractors (individually and collectively, "Talent"). Go Fractional matches and sources such Talent to its clients on a time and materials, staff augmentation basis. Go Fractional has been engaged by its clients (each a "Client") to source and identify service providers for project-based, hourly, and full time roles through the Go Fractional website, platform, and related software and services (collectively, the "Platform"). By entering into this Agreement, Talent agrees to be subject to all agreements and terms of the Platform, including but not limited to the Platform's Terms of Service and Privacy Policy, as provided at www.gofractional.com and any other written policies and agreements on the Platform.
2. Client Services
In the event that Go Fractional has identified a Client that would like to engage Talent for the Client Services, Talent, Client, and Go Fractional shall enter into a Statement of Work (the "SOW"), which will describe the nature of the work and services to be performed by Talent for Client (the "Client Services"), the length of engagement, the fees to be paid by Client for Client Services, and other relevant material information. Talent agrees and acknowledges that (a) Client Services shall be provided directly to the Client and no services will be provided to Go Fractional by Talent, and (b) Client Services shall be subject to all instructions, policies, and procedures of the Client. By entering into this Agreement, Talent agrees to enter into and be subject to any agreements reasonably requested by Client, including but not limited to any confidentiality and intellectual property assignment agreements. Talent shall also be subject to Client's policies and procedures, as provided by Client to Talent.
3. Fees and Expenses
As full compensation for the Client Services, Client shall pay Go Fractional and Go Fractional shall pay Talent the Fees set forth in each respective SOW (the "Fees"). Talent acknowledges that Talent shall be solely responsible for all federal, state and local taxes associated with the Fees.
3.1 Go Fractional shall pay all undisputed Fees as set forth in each respective SOW on the schedule or dates provided in the SOW. A Fee is anticipated to be 80% of the compensation received by Go Fractional from a Client for the work performed by Talent to Client.
3.2 Talent is solely responsible for any outside costs or expenses, including but not limited to travel and lodging that Talent incurs in connection with the Client Services, and in no event must Go Fractional reimburse Talent for any such costs or expenses. Talent is solely responsible for negotiating and reaching agreement directly with Client for any outside costs or expenses in advance of incurring such costs or expenses, including but not limited to travel and lodging that Talent may incur in connection with the Client Services. Talent is solely responsible for collecting reimbursements for costs or expenses directly from Client.
3.3 Go Fractional shall only be obligated to pay the Fees if the applicable Client has paid such fees to Go Fractional. In no event will Talent have any recourse against Go Fractional if a Client fails to pay fees to Go Fractional, provided that Talent may in such case, terminate any SOW for non-payment..
4. Independent Contractor Status.
Talent is an independent contractor of Go Fractional, and this Agreement does not create any association, partnership, joint venture or employee or agency relationship between Talent and Go Fractional for any purpose. Talent has no authority, and shall not hold Talent out as having authority, to bind Go Fractional, and Talent shall not make any agreements or representations on Go Fractional's behalf without Go Fractional's prior written consent. Talent is not entitled to workers' compensation, retirement, insurance or other benefits afforded to employees of Go Fractional. Go Fractional is not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on Talent's behalf. Talent shall be responsible for, and shall indemnify Go Fractional against, all such taxes or contributions, including penalties and interest. Go Fractional shall not control the manner or means by which Talent performs the Client Services or develops deliverables for a Client. Talent is solely responsible for all acts or activities of his, her, or its employees and subcontractors. Talent may engage in other business activities and provide similar services to other entities and customers during the Term. Talent represents and warrants that it has the required skill, experience, and qualifications to perform the Client Services, shall perform the Client Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote sufficient resources to ensure that the Client Services are performed in a timely and reliable manner. Talent represents and warrants that it shall perform the Client Services in compliance with all applicable national, federal, state, and local laws and regulations.
5. Confidentiality
5.1 Go Fractional may disclose information which Go Fractional considers to be confidential and proprietary to it to Talent, including any information disclosed by Go Fractional with respect to any Client(s). During the Term and thereafter, Talent (on its own behalf and on behalf of each of its subcontractors, employees, representatives, and agents of any kind) agrees to hold and treat all confidential information of Go Fractional, including, but not limited to, code, sketches, marketing strategies, design details and specifications, engineering, ideas, techniques, models, algorithms, software programs and source documents, trade secrets, information pertaining to business strategies and operations, other agreements, sales figures, financing, sourcing, employee, and customer information and any other information that Talent reasonably should know is confidential, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information") as confidential and protect the Confidential Information in a commercially reasonable manner, but at least with the same degree of care as Talent uses to protect his, her or its own Confidential Information of like nature. Talent shall notify Go Fractional immediately in the event Talent becomes aware of any loss or disclosure of any Confidential Information. Confidential Information shall include any Confidential Information of Client disclosed to Talent, including the existence of this Agreement and the SOW.
5.2 Confidential Information does not include any information that (a) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by Talent or its representatives); (b) is available to Talent on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (c) has been independently acquired or developed by Talent without violating its obligations under this Agreement or under any federal or state law.
5.3 Nothing in this Agreement will be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, or pursuant to the Defend Trade Secrets Act of 2016 (in order to exercise Talent's rights thereunder), provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. In the event Talent is compelled by law or legal process to disclose any Confidential Information, Talent shall promptly notify and reasonably cooperate with or assist Go Fractional so that Go Fractional may seek a protective order or other appropriate remedy. Talent shall disclose only that portion of the Confidential Information which Talent is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
6. Intellectual Property Rights.
6.1 Go Fractional owns all rights, title and interest (including intellectual property rights) in and to the materials and services provided by Go Fractional, including Go Fractional's website, related materials and underlying text, graphics, images, photographs, videos, illustrations, and other content contained therein ("Go Fractional IP"). All rights in and to Go Fractional IP including all intellectual property rights therein and thereto, are reserved by Go Fractional.
6.2 Talent agrees and acknowledges that all rights, title and interest to any deliverables, work product and materials developed by and services provided by Talent to a Client shall be owned by such Client, and subject to a separate written agreement between such Client and Talent.
7. Representations and Warranties.
7.1 Talent represents and warrants to Go Fractional that:
a) Talent has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Talent's obligations in this Agreement;
b) Talent's entering into this Agreement with Go Fractional and Talent's performance of the Client Services does not and will not conflict with or result in any breach or default under any other agreement, rule, regulation, law, or court order to which Talent is subject;
c) If Talent is an entity, the execution of the Agreement by its representative whose signature appears below has been duly authorized by all necessary internal approvals of Talent;
d) The Client will receive good and valid title to all deliverables and other work product created for Client, free and clear of all encumbrances and liens of any kind; and
e) All deliverables and work product are and shall be Talent's original work (except for material provided by Go Fractional or Client) and Talent does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
7.2 Go Fractional hereby represents and warrants to Talent that:
a) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
b) The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action; and
c) Go Fractional's entering into this Agreement with Talent and its performance of its obligations hereunder do not and will not conflict with or result in any breach or default under any other agreement, rule, regulation, law, or court order to which Go Fractional is subject.
8. Indemnification.
The Talent shall defend, indemnify, and hold harmless Go Fractional and its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Party") from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) (collectively, the "Claims") arising out of or resulting from (a) Talent's acts or omissions in connection with its obligations under this Agreement, including breach of any representation, warranty, or obligation under this Agreement, (b) any claim or alleged claim that any Client Services, deliverables, materials, or work product infringes on any third party's rights, (c) Go Fractional's or Client's use of any of the Client Services or deliverables provided herein, (d) Talent's gross negligence, willful misconduct or fraud or (e) Talent's relationship with the Client(s); provided, however, the indemnification obligation under this Section 9 shall apply only to the extent such Claims do not relate to and do not arise out of the Indemnified Party's willful misconduct or gross negligence.
9. Limitation of Liability.
OTHER THAN WITH RESPECT TO THE CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS PROVIDED HEREIN, IN NO EVENT WILL GO FRACTIONAL OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS, LOST REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND IN NO EVENT WILL GO FRACTIONAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES DUE TO TALENT DURING THE TERM.
10. Non-Solicitation; Non-Disparagement; Non-Circumvent.
10.1 At all times during the Term and for a period of twelve (12) months following the expiration of the Term, Talent shall not directly or indirectly (a) solicit, entice or hire, or attempt to solicit, entice or hire any employee or consultant of Go Fractional to leave Go Fractional or (b) solicit or entice, or attempt to solicit or entice, any clients or customers of Go Fractional or potential clients or customers of Go Fractional for purposes of diverting their business or services from Go Fractional.
10.2 At all times during the Term and thereafter, Talent shall not disparage the reputation of Go Fractional, its products or services, or any of its officers, directors, employees, agents, shareholders, partners, members, owners, successors and assigns.
10.3 The Talent agrees and acknowledges that all Clients introduced to Talent by Go Fractional under this Agreement are valuable business relationships of Go Fractional. Therefore during the Term and for twelve (12) months thereafter, Talent agrees that it shall not, directly or indirectly, engage in any transaction, business dealings, or negotiations with any Clients introduced by Go Fractional with the intent of circumventing the terms of this Agreement or any agreement between Client and Go Fractional, without the prior written consent of Go Fractional.
10.4 Talent agrees and acknowledges in the event that Talent breaches the provisions of this Section 10 that Go Fractional will suffer actual damages that will be impractical or extremely difficult to determine. Talent agrees that the sum of Twenty Five Thousand Dollars ($25,000) or 15% of Talent’s total estimated first year annualized compensation, including base salary, projected annualized bonus, signing bonus and any other paid, accrued, deferred or other cash or in-kind (e.g. allowances or reimbursements for car expenses or personal expenses, allowances or reimbursements for relocation, etc.), whichever is higher, per incident of breach is not a penalty, but a reasonable estimate of the loss that Go Fractional will incur, established in light of the circumstances existing at the time this Agreement was executed. However, this provision shall not apply in the event that the Client has agreed in writing to pay Go Fractional a recruiting fee for the full-time hiring of Talent. Talent further acknowledges that: (i) the amount specified in this Section 10 bears a reasonable relationship to, and is not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any breach by the Talent of this Section 10, (ii) one of the reasons for the Parties reaching an agreement as to such amount was the uncertainty and cost of litigation regarding the question of actual damages, and (iii) the Parties are sophisticated business entities and have been represented by sophisticated and able legal counsel and negotiated this Agreement at arm's length.
11. Termination.
11.1 Breach. Go Fractional may terminate this Agreement, effective immediately upon written notice to Talent, if Talent: (a) is in material breach of this Agreement or any SOW; (b) engages in any unlawful, illegal or grossly negligent business practice related to Talent's performance of the Client Services; (c) violates any representations or covenants made in this Agreement or SOW; or (d) violates or is likely to violate Section 10 of this Agreement. Go Fractional's failure to timely exercise this right or any attempts to resolve the issue short of termination will not constitute a waiver of Go Fractional's right pursuant to this Section 11.2. Termination of this Agreement pursuant to this Section 11.2 will not constitute a waiver of any of Go Fractional's rights, remedies or defenses under this Agreement, at law, in equity or otherwise.
11.2 Without Cause. Go Fractional may terminate this Agreement for any reason by providing thirty (30) days' written notice to Talent. The Talent may terminate this Agreement for any reason by providing fifteen (15) days' written notice to Go Fractional if there are no active SOWs.
11.3 Platform. Upon a termination of this Agreement or any other violation or breach of this Agreement by Talent, in addition to any other rights or remedies Go Fractional may have pursuant to this Agreement or the Platform Agreements, Go Fractional may immediately terminate Talent's access to the Platform in its sole and final discretion.
11.4 Talent Obligations. Upon termination of this Agreement for any reason, or at any other time upon Go Fractional's written request, Talent shall, within thirty (30) days after such termination:
a) Deliver to Client all deliverables and work product (whether complete or incomplete), as may be instructed by Client;
b) Deliver to Go Fractional all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
c) Permanently erase or return to Client all of the Confidential Information from Talent's computer systems; and
d) Upon request, certify in writing to Go Fractional that Talent has complied with the requirements of this clause.
11.5 Upon termination of this Agreement for any reason, all SOWs will terminate.
12. Miscellaneous.
12.1 License. During the Term of this Agreement, Talent hereby grants to Go Fractional a non-exclusive, non-transferable, revocable, perpetual, royalty-free license to use Talent's name, LinkedIn and other social media information, work history, logo, and trademark for marketing and promotional purposes, including but not limited to on Go Fractional's website and social media channels. At Go Fractional's request, Talent agrees to provide any information necessary and helpful to Go Fractional's use of the above-described license. Upon written notice of deactivating a profile or being removed from the community this license will no longer apply. During the Term of this Agreement, Go Fractional hereby grants to Talent a non-exclusive, non-transferable, revocable, perpetual, royalty-free license to use Go Fractional's name, logo, and trademark for marketing and promotional purposes, including but not limited to on Talent's website and social media channels.
12.2 Assignment. Talent shall not assign any rights or obligations without Go Fractional's prior written consent. Any assignment without the prior written consent required under this Paragraph is null and void.
12.3 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
12.4 Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, is effective unless in writing signed by the Parties. No delay or failure to require performance of any provision of this Agreement constitutes a waiver of that provision as to that or any other instance.
12.5 Governing Law. This Agreement and all related documents including all exhibits and SOWs attached hereto will be governed in all respects by the laws of the United States of America and by the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
12.6 Notices. Any notices to Go Fractional in connection with this Agreement will be made by email transmitted to [email protected] with a copy via nationally recognized carrier to: "Attn: Legal" at Go Fractional's address above. Notices to you will be made by email or nationally recognized carrier to the email or address which you provide to Go Fractional and/or is otherwise associated with your account, and will be deemed to have been given when sent by Go Fractional to the email provided to Go Fractional or delivered by such nationally recognized carrier at the mailing address provided by you and/or associated with your account.
12.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, a court of competent jurisdiction may modify this Agreement to affect the original intent of the Parties to the fullest extent permitted under applicable law.
12.8 Construction. This Agreement is the result of negotiations between and has been reviewed by each of the Parties and their respective counsel, if any; accordingly, this Agreement is product of all of the Parties, and no ambiguity is construed in favor of or against any one of the Parties.
12.9 Dispute Resolution Procedures. Unless otherwise agreed to in writing by the Parties, any dispute which has not been resolved between them shall be settled by binding arbitration in accordance with the Judicial Arbitration and Mediation Services ("JAMS") Comprehensive Arbitration Rules and Procedures conducted in New York County, New York. The Parties shall mutually select a single independent, conflict-free arbitrator, who has sufficient background and experience to resolve the matter in dispute. If the Parties are unable to reach agreement on the selection of the arbitrator within 15 business days after submission to arbitration, then either Party or both Parties shall immediately request JAMS to select an arbitrator with the requisite background, experience and expertise in the industry. Any judgment or award rendered by the arbitrator is final and binding on the Parties, and is governed by the terms and conditions hereof. Each Party shall bear his, her, or its own costs and expenses and attorneys' fees. All proceedings and decisions of the arbitrator are proprietary and confidential information of each of the Parties. Notwithstanding the foregoing, either Party may proceed to court in the State of New York, New York County to secure injunctive relief for any claim before or while arbitration is pending. In the event this arbitration clause is found unenforceable, the Parties hereby submit to the exclusive jurisdiction of the federal and state courts in New York County, New York for the adjudication of disputes arising from this Agreement.
12.10 Further Execution. The Parties agree to take all such further actions as may reasonably be necessary to carry out and consummate the intents and purposes of this Agreement.
12.11 Survival. The terms and conditions of Sections 4 through 12 survive the expiration or termination of this Agreement.
