Terms of Service

1. Agreement & electronic acceptance

These Terms of Service (“Terms”) govern your access to and use of the AspectIQ website and the AspectIQ Talent Network (the “Service”), operated by AspectIQ (“AspectIQ,” “we,” “us”). By creating an account, signing a Right to Represent (“RTR”), posting a role, checking an acceptance box, or otherwise using the Service, you agree to these Terms.

Electronic signatures (ESIGN/UETA). You agree that typing your name, checking a box, or clicking to accept constitutes your legally binding electronic signature, and that the RTR and these Terms may be entered into electronically. We record the date, time, and technical metadata of your acceptance as evidence. The RTR you sign incorporates these Terms by reference.

2. The Service

AspectIQ operates a corp-to-corp (C2C) and 1099 talent network connecting independent IT and observability consultants (“Consultants”) with recruiters, staffing firms, and clients (“Recruiters”/“Clients”). AspectIQ represents Consultants, sources engagements, and administers contracting and payment. AspectIQ is not an employer of Consultants and does not guarantee placement, engagement volume, hours, or any particular outcome.

3. Independent-contractor classification

Consultants engage on a corp-to-corp or 1099 independent-contractor basis. The Consultant — not AspectIQ — controls the manner, means, and schedule by which services are performed, supplies their own equipment and tools, may provide services to others, and is not supervised by AspectIQ beyond agreed deliverables. Nothing in these Terms creates an employment, agency (except the limited representation authority granted in the RTR), partnership, or joint-venture relationship.

Corp-to-corp. For C2C engagements, AspectIQ contracts with the Consultant’s business entity (e.g., LLC or S-corp), and the Consultant agrees to provide a completed W-9 and reasonable proof of entity. The Consultant is solely responsible for the wages, taxes, benefits, workers’ compensation, and insurance of the entity and any of its personnel.

Taxes & forms. Consultants are responsible for their own self-employment and income taxes. AspectIQ will issue tax forms as required by law (e.g., Form 1099-NEC to qualifying 1099 contractors; entity W-9 handling for C2C).

State variation. Some states apply a strict “ABC” test to classification. Where applicable law would reclassify a relationship, the parties will cooperate in good faith to structure the engagement compliantly; this provision is intended to be applied to the extent permitted by law.

4. Right to Represent & non-circumvention

By signing the RTR you grant AspectIQ a non-exclusive authorization to represent you for C2C/1099 engagements sourced through the network and confirm your profile information is accurate and current. “Introduce” means AspectIQ has submitted you to, or arranged an interview or engagement discussion with, a specific Client. AspectIQ records each Client to whom you are submitted.

Non-circumvention. For [12] months following an introduction, you agree not to provide services to, or contract with (directly or through another entity or agency), a Client AspectIQ introduced you to for engagements substantially similar to those AspectIQ presented, outside of AspectIQ. If you circumvent this provision, you agree to pay AspectIQ [a conversion fee equal to [25]% of the first-year contract value, or $[•] — to be finalized by counsel] as liquidated damages, which the parties agree is a reasonable estimate of AspectIQ’s harm and not a penalty.

Your representations. You represent that you are legally authorized to work in the United States and that you are not subject to any non-compete, non-solicitation, or right-to-represent obligation to another party that conflicts with this RTR, and that you will not authorize multiple agencies to submit you to the same Client for the same role.

Revocation. You may revoke the RTR prospectively by written notice; revocation does not affect engagements already underway or the non-circumvention obligation for Clients already introduced during the [12]-month period.

5. Recruiter & Client terms; conversion fee

Recruiters and Clients agree to use bench profiles solely to evaluate and engage Consultants through AspectIQ, to honor non-circumvention, and not to identify, contact, or contract a Consultant outside AspectIQ to avoid fees. Recruiter accounts may require approval before accessing the bench.

Conversion / buyout. If a Client wishes to engage a Consultant directly or convert them to a permanent role within [12] months of an introduction, a conversion fee of [$[•] or [•]% of annualized compensation — to be finalized by counsel] applies.

6. Fees, payment & processing

AspectIQ is compensated through a margin between the rate a Client is billed (“bill rate”) and the rate a Consultant is paid (“pay rate”). Each party’s rate is confidential to that party. Clients are invoiced for approved hours; Consultants are paid for approved hours, net [15] days after AspectIQ’s receipt of payment from the applicable Client for those hours, via our third-party payment processor (currently Stripe), whose terms also apply. AspectIQ may withhold or offset amounts for disputed or unapproved time.

7. Background checks & work authorization

Engagement may be conditioned on identity and work-authorization verification and, where applicable, background checks. Any consumer background check is governed by a separate Fair Credit Reporting Act (FCRA) disclosure and authorization that you will receive and sign separately — this section does not itself authorize a background check. You agree to provide accurate I-9/work-authorization information as required by law.

8. Acceptable use, confidentiality & IP

You agree to provide accurate information, keep credentials secure, and not misuse, scrape, or upload unlawful, infringing, or false content to the Service. Confidentiality. You will keep confidential the non-public information you learn through the Service, including Client information, rates, and other parties’ data, and use it only to perform engagements. Each party retains its own pre-existing intellectual property.

9. Indemnification

Each party will indemnify and hold the other harmless from third-party claims arising out of its own breach of these Terms, its negligence or willful misconduct, or (for Consultants/their entities) its tax, classification, or employment obligations to its own personnel, to the extent permitted by law.

10. Disclaimers & limitation of liability

The Service is provided “as is” without warranties of any kind. AspectIQ does not warrant uninterrupted or error-free operation, the accuracy of third-party job listings shown for informational purposes, or any hiring or engagement outcome. To the maximum extent permitted by law, AspectIQ’s aggregate liability arising from the Service is limited to the fees AspectIQ actually received in connection with the relevant engagement, and AspectIQ is not liable for indirect, incidental, or consequential damages.

11. Dispute resolution

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules, and the parties consent to venue in [Maricopa County, Arizona]. The parties waive trial by jury. [The parties agree to resolve disputes by binding arbitration administered by [•] on an individual basis, and waive participation in any class or representative action — arbitration and class-waiver terms to be finalized by counsel and subject to applicable law.]

12. General

Severability. If any provision (including any portion of the non-circumvention, conversion-fee, or arbitration provisions) is held unenforceable, that provision will be modified to the minimum extent necessary or severed, and the remaining Terms remain in full force. Assignment. You may not assign these Terms without AspectIQ’s consent; AspectIQ may assign to an affiliate or successor. Entire agreement & changes. These Terms, together with the RTR and any engagement-specific agreement, are the entire agreement and supersede prior understandings. We may update these Terms; material changes are reflected by the “Last updated” date and continued use constitutes acceptance.