These Terms of Use between Requester (as defined below) & Spotwork Inc. for use of Spotwork Inc. Service (the “Terms” or “Agreement”) constitutes a binding agreement between the individual, entity, organization, or company and its parents and subsidiaries (“Requester”) on whose behalf you are accepting this Agreement (“you”) and Spotwork Inc., a Delaware corporation, its parents, subsidiaries, representatives, affiliates, officers, and directors (collectively “Spotwork” “us” or “we”) governing your use of the Service (as defined in the Spotwork End User License Agreement available at www.spotwork.co) to be connected to independent professionals seeking to provide services (“Professionals”). You hereby agree: (a) to comply with this Agreement; (b) that you have read, understand, and agree to (i) the Spotwork End User License Agreement (“EULA”), (ii) the Spotwork Privacy Policy (the “Privacy Policy”), each of which are incorporated into this Agreement by reference, and (c) that you are an authorized representative of the Requester, have the authority to bind the Requester to this Agreement, and agree to be bound by this Agreement on behalf of the Requester. If there is a conflict between this Agreement and the EULA or Privacy Policy, then this Agreement will govern with respect to the conflicting terms only. Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. You and Spotwork may each be referenced in this Agreement as a “Party” or together as the “Parties”. The parties hereby agree as follows:

We may amend these Terms from time to time. Any amendments will be effective upon Spotwork’s posting of such updated Terms on our websites or through our Services (including our mobile applications). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended.

1. Spotwork is Solely a Venue for Communications. Spotwork is a communications platform for enabling the connection between you and Professionals. Spotwork does not itself provide professional services. Spotwork offers tools, information, and a method for you to obtain services from Professionals, but does not, nor does it intend to, provide such professional services. Spotwork and you intend for Professionals to provide services to you as independent contractors, and not as employees, workers, agents, joint ventures, partners or franchisees of Spotwork or the Requester for any purpose.

2. Projects.

2.1 The Service allows you to propose projects (“Projects”) for selection by Professionals. When posting a Project, you must include the proposed skills, location, date (as applicable), start time (as applicable), Project length (as applicable), rate of pay, and required certifications (“Project Details”).

2.2 You will have the opportunity to review Professionals who express interest for the Project and retain full discretion regarding the selection of the Professional you would like to complete the Project. Once a Professional accepts a Project through the Service, then the Professional will be solely responsible for completing the Project; provided, however, that if Spotwork is notified within a reasonable amount of time that the Professional selected by Requester is unable to complete the Project, Spotwork will re-distribute the Project to other Professionals as soon as reasonably possible.

2.3 Spotwork has no control or any right to control the manner or means by which Professionals complete Projects. Spotwork does not warrant or guarantee the content, completeness, reliability or veracity of the information posted by the Professional via the Spotwork website or mobile phone application. The Requester assumes all risk and liability with respect thereto and hereby releases and holds Spotwork harmless from all related liability, errors and omissions.

2.4 Spotwork does not warrant or guarantee any Professional’s physical presence on the Project once retained nor does Spotwork warrant or guarantee the successful completion of a Project by the Professional. The Requester hereby releases and holds Spotwork harmless from all related liability.

3. Accounts and Registration. You must register for an account on the Service. When you register for an account, you may be required to provide us with some information about yourself (such as your name, address, phone number, and email address). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at hello@spotwork.co.

4. Payments. Requesters and Professionals using Spotwork contract for Projects directly with each other. Spotwork is not a party to any contracts for Projects. The App facilitates these contracts by supplying a medium through which you can connect with Professionals, schedule Projects, and make payments for Projects. Spotwork is neither the beneficiary of the work, nor does it undertake any responsibility for the nature or amount of payment for the work. Rather, all such engagements are between the Requestor and the Professionals and as such, both Requesters and Professionals retain the right to negotiate such fees at the time services are provided, and Spotwork will coordinate with a Professional to modify fees accordingly. You will be required to provide credit card details or send monies via wire transfer, direct deposit or other money instruments to the Payment Service Provider retained by Spotwork (the “PSP”). You will be responsible for paying the invoice for each Project (the “Invoice”), which will include the pricing terms of the Project agreed with and provided by the Professional (“Project Payment”). After Spotwork receives confirmation through the Service that you have selected a Professional for a Project, you authorize Spotwork to provide your payment details to the PSP for pre-authorized processing of the Project Payment amount. After Spotwork receives confirmation through the Service that a Project has been completed, you authorize Spotwork to provide your payment details to the PSP for processing of the Project Payment amount. If you choose an alternative payment option including but not limited to direct deposit or wire transfer for the payment of the invoice, you agree to transfer the Project Payment amounts funds directly to the PSP. You may be charged a cancellation fee through the PSP if you book a Project, but cancel it before it is completed, as set forth in the Project pricing terms. Spotwork reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any Project Payment, or (ii) refund, provide credits or arrange for the PSP to do so.

4.1 System Access Fee & Late Interest Charges

4.1.1 The PSP will process the Project Payment amount plus a system access fee. The system access fee is 30% mark-up on top of Project Payment unless otherwise agreed to in writing or e-mail. Payment of the Project Payment plus a system access fee is due within 10 business days of Project completion, unless agreed to other terms in writing or e-mail.

4.1.2 Requestor will pay a per diem interest on any unpaid amount beyond the 10 business days at the interest rate of 12% per annum on all amounts outstanding (Project payments plus the system access fee inclusive), unless agreed to other terms in writing or e-mail.

4.1.3 If Project is canceled by the Requestor within 24 hours of Project start time, the

Requestor will pay a cancellation fee equal to 50 percent of the prorated Project Payment amount plus the system access fee.

5. Interactions with Professionals. Any interactions or disputes between you and a Professional are solely between you and that Professional. Spotwork and its licensors will have no liability, obligation or responsibility for any interaction between you and any Professional.

6. License. You grant Spotwork a license to use your name, service marks, and logo (as provided by you to Spotwork) in order to identify a Project as being associated with you, and to advertise and promote Spotwork’s services.

7. Text Messaging. You agree to Spotwork’s use of a service provider to mask your phone number when you exchange text messages and phone calls with Professionals. Spotwork and its service provider will store your messaging and call data (including the time and date of the call or message, each of your phone numbers and the content of any text messages). You consent to this process and Spotwork’s use and disclosure of this data for its business purposes. Further, you agree to Spotwork’s sending SMS text messages directly to you in order to facilitate the performance of Projects. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages Spotwork sends to you. You may opt-out of receiving text (SMS) messages from Spotwork by replying with the word “STOP” to a text message from Spotwork, but you acknowledge that opting out of text (SMS) messages may impact your ability to use the Service.

8. Relationship/Limitation of Liability (applies fully in ALL STATES)

8.1 You agree and acknowledge that neither this Agreement, nor your use of Professionals will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and Spotwork.

8.2 You agree and acknowledge that you will engage the Professionals as independent contractors. Nothing contained herein shall be deemed or construed to create an employment relationship, partnership or joint venture between you and the Professionals.

8.3 Should the relationship between you and a Professional be found in law to constitute an employment relationship, you agree to indemnify Spotwork and its respective directors, officers, employees and agents against any amounts which are found to be owing by way of employer contributions, withholdings, or termination or severance pay or remuneration paid or harassment, discrimination under any applicable legislation including federal, state or local law, including without limitation claims arising under or related to the Civil Rights Act 1964 (or its state or local equivalents), the American Disabilities Act (or its state or local equivalents), the Age Discrimination in Employment Act (or its state or local equivalents), the Family Medical Leave Act (or its state or local equivalents), the Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes, ordinances or regulations addressing the same or similar subject matters, or any other applicable law. You agree to hold Spotwork harmless for any and all such payments and any fines, interest or penalties arising from non-payment or failure to withhold.

8.4 Neither party shall acquire by virtue of this Agreement any right, capacity or power to act as an agent for the other or to bind the other to any other person, firm or corporation, except with the written agreement of the other if necessary to carry out the purpose and intent of this Agreement.

8.5 SPOTWORK WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY PROFESSIONAL, AND YOU EXPRESSLY WAIVE AND RELEASE SPOTWORK FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE PROFESSIONALS. SPOTWORK WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS OR WORK PRODUCT PROVIDED BY PROFESSIONALS ON THE SERVICE, AND YOU EXPRESSLY WAIVE AND RELEASE SPOTWORK FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO PROFESSIONALS. SPOTWORK WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN PROFESSIONALS AND ANY REQUESTER. RESPONSIBILITY FOR THE DECISIONS PROFESSIONALS AND REQUESTERS MAKE REGARDING SERVICES OFFERED AND ENGAGED VIA THE SERVICES (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH THE PROFESSIONAL AND REQUESTER. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE SPOTWORK FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

9. Additional Representation and Warranty. You represent and warrant to Spotwork that your posting of Projects and use of Professionals is in compliance with all applicable laws (including without limitation, intellectual property rights and laws pertaining to non-discrimination, and equal opportunity), rules and regulations or otherwise create liability for Spotwork.

10. Indemnification and Insurance. Requester assumes all liability for proper classification of Professionals as independent contractors based on applicable legal guidelines. You will indemnify and hold the Spotwork Parties (officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents) harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (b) your breach of any representation or warranty in this Agreement, (c) a determination by a court or agency that a Professional performing your Project is not an independent contractor, or (e) any claim by your arising from or related to the performance of a Project by a Professional. Spotwork reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Spotwork may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of Spotwork without Spotwork’s prior written consent.

10.1 Except as required by law, unless otherwise expressly agreed herein or elsewhere in writing, Spotwork is not responsible for insurance coverage of Professionals. Specifically, in the event that a Professional is injured or becomes ill while or as a result of working a Project, Requester acknowledges and understands that the Professional may not be covered by any workers’ compensation insurance that Spotwork may otherwise provide to its employees. Requester represents and warrants that, unless otherwise expressly agreed herein or elsewhere in writing, any Professionals performing a Project will be covered by the Requester’s workers’ compensation insurance. Further, in the event that a Professional’s actions cause an injury to a third party while the Professional is working in the course and scope of performing a Project or otherwise, Requester acknowledges and agrees that the Professional may not be covered by any general liability or automobile liability insurance coverage that Spotwork may have, and that Spotwork is not making any commitment to defend, compensate and/or indemnify the Requester in such circumstances, and specifically denies such obligation.

11. Disclaimer of Warranty. Representations and Warranties. Spotwork is not responsible or liable for the actions or inactions of a Professional or other third party in relation to Projects as completed by you. You understand, therefore, that by using the Service, you will be introduced to third parties for whom Spotwork may not have conducted any background check, that may be potentially dangerous, and that you use the Service at your own risk. If you have selected the background check option in the Project Details, Spotwork will conduct the background check of the Professional through a designated third party service. Spotwork hereby expressly disclaims, and you hereby expressly release, Spotwork from any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm, or damages arising from, or in any way related to, your request to have a background check obtained through Spotwork’s third party background check service provider (CERTN). This includes, but is not limited to, any inaccuracy, untimeliness, or incompleteness of such a background check, or any misstatements or misrepresentations made therein.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SPOTWORK TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPOTWORK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. SPOTWORK DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICE OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SPOTWORK SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPOTWORK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SPOTWORK RELIES UPON PROFESSIONALS AND REQUESTERS TO PROVIDE ACCURATE INFORMATION. SPOTWORK DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.

SPOTWORK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A PROFESSIONAL OR BUSINESS OR OTHER THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND SPOTWORK WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN PROFESSIONALS, BUSINESSES AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Requester hereby represents and warrants to Spotwork that: (i) it shall provide a safe, secure and healthy work environment for all Professionals; (ii) it will allow Professionals to accept and perform Projects without regards to their race, color, religion, national origin, age, sex, marital status, ancestry, physical or mental disability, veteran status, sexual orientation, gender identity or any other status that might be protected under any applicable laws, regulations, or ordinances; (iii) it has all necessary rights, authorizations, permissions and licenses to allow each Professional subject to Project Details to perform their services for Requester; (iv) it has properly classified all Professionals with respect to the services it receives from Professionals; (v) it owns or has sufficient rights to all content it provides to Spotwork (“Requester Content”); (vi) that neither the Requester Content nor Requester’s use and/or provision of the Requester Content to others will infringe, misappropriate or violate a third party’s intellectual property rights, moral right, rights of publicity or privacy or any applicable law or regulation; (vii) it will comply with all applicable laws including wage and hour laws, and laws prohibiting harassment, discrimination, and retaliation; and (viii) Requester will inform Spotwork of any work-related injury in connection with services performed by any Professional for Requester within twenty-four hours.

Requester further acknowledges that: (ix) Spotwork does not, in any way, supervise, direct, or control Professional’s work in any manner; (x) Spotwork does not set Professional’s work hours or location of work, nor is Spotwork involved in determining the type or manner compensation to be paid for any Project; (xi) Spotwork does not provide Professional with any training nor any equipment, labor or materials needed for a particular Project; (xii) Spotwork will not deduct any amount from Professional compensation for withholding or other taxes; (xiii) Requester may not require an exclusive relationship between Requester and Professional; (xiv) Professionals are free at all times to perform Projects posted by other businesses, be employed by or otherwise engage with persons or businesses other than Requester, including any competitor of Requester; and (xv) Spotwork cannot and does not exercise any control over the working conditions or the work sites at which any Professional performs any services for a Requester.

12. Term; Termination. This Agreement will be effective as of the date you indicate your acceptance, and will remain in effect until terminated as set forth in this Section. You or Spotwork may terminate this Agreement by deleting your account on the Service, with or without notice. Sections 1, 2.3, and 8 – 17 will survive termination of this Agreement.

13. Dispute Resolution. You acknowledge and agree that the terms of this Agreement are subject to Section 10 of the EULA.

14. Assignment. You may not assign this Agreement without Spotwork’s prior, written consent. Spotwork may assign its rights and obligations under this Agreement at any time.

15. Confidential Information. You acknowledge that in the course of using the Services, you may acquire knowledge or information of Spotwork that is confidential including, without limitation, information concerning Spotwork’s business and marketing practices, finances and sales and past, present or prospective customers and suppliers and information about other Requesters and Professionals who use the Services ("Confidential Information"). You agree not to make use of or divulge any Confidential Information during the term of this agreement or at any time following termination of this agreement under any circumstances whatsoever, except as expressly required by law and/or permitted by Spotwork in writing. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by Spotwork; (b) becomes publicly known and made generally available after disclosure by Spotwork to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.

16. Miscellaneous. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced to the fullest extent under law. Spotwork’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Spotwork in writing. This Agreement, with the Terms, comprises the entire agreement between you and Spotwork and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in this Agreement. No amendment to any term of this agreement is to be valid unless set forth in writing and duly executed by the parties.

​17. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the applicable substantive laws of the state of Delaware, without giving effect to its conflicts of laws rules. Except as otherwise specified in this paragraph, any legal action in any way arising out of this Agreement shall be brought solely and exclusively in the state courts of Delaware. Each Party submits to the sole and exclusive personal jurisdiction of the courts in Delaware generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other Party. Notwithstanding the foregoing, you agree that it will submit any legal dispute between it and a Professional to binding arbitration.