Platform User
Agreement


























Contents

  1. Agreement Introduction
  2. Platform Overview
  3. Eligibility and Identification
  4. Strict Confidentiality
  5. Service Offering
  6. Customer Accounts
  7. Content Management
  8. Transaction Management
  9. Professional Conduct
  10. General Terms
  11. Definitions

Platform User Agreement

Effective on January 11, 2021

PLEASE READ THIS PLATFORM USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

1. Introduction

1. AGREEMENT INTRODUCTION

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Sligo Software, Inc. D/B/A SkillSetz™ (“SkillSetz,” “we,” “us,” “our”). After having the opportunity to read through the terms and conditions contained herein, including all other agreements incorporated or referenced herein, you must accept all of the terms and conditions contained in this Agreement to access our site, to be a user of our online marketplace located at www.SkillSetz.com or any part of the rest of the Site (defined in the Site Terms of Use), or the Site Services (defined in the Site Terms of Use).

You agree that by clicking “Accept”, “Join”, “Sign Up” or similarly worded designation, registering, accessing or using our services, you are agreeing to enter into a legally binding contract with SkillSetz (even if you are using our Services on behalf of a third party, company, or as an agent of a third party). You also agree and acknowledge that the terms provided herein are material to your relationship with us, and that you are being provided access to our site because of your willingness to agree to these terms, obligations, conditions, and other considerations.v

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You Consent to Use Electronic Records - In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from SkillSetz or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you expressly give us permission to provide these records to you electronically, including but not limited to postings on our site and/or through e-mail, instead of in paper form.

You Consent to Use Digital Signatures - You agree and understand that by affixing an e-signature and/or by clicking “accept” or a similarly worded phrase indicating your acceptance of the terms and condition, you are agreeing to be responsible for and to be bound by the terms included provided. Your e-signature and/or act of clicking “accept” are the same as a handwritten signature for the purposes of validity and enforceability.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Service Provider Agreement; Service Buyer Agreement; and Privacy Policy, as each may be amended from time to time as we deem necessary. These agreements are collectively, with this Agreement, called the “Terms of Service''. Subject to the conditions set forth herein, SkillSetz may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. SkillSetz will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by SkillSetz, SkillSetz will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN THIS AGREEMENT). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

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2. Platform Overview

2.1 Purpose

SkillSetz™ is a cloud-based B2B Services MarketPlace that simplifies how Buyers and Providers find, engage, and structure Work Orders with each other on project-based services opportunities. Small and Medium size Business (SMB) services firms and Independent Workers publish Business and Professional Profiles as well as pre-packaged Services offerings while Business Buyers of any size post Project Opportunities, Request Quotes, or contact the Service Providers directly. The purpose of SkillSetz™ is to enable B2B Service Buyers and Providers to collaborate on business opportunities, execute any mutually agreed upon Work Orders, and settle any related transactions while ensuring transparency and compliance. SkillSetz provides its Users with a complete and comprehensive platform to seamlessly engage with professionals on an as-needed basis. Users have the unique opportunity to vet other users, review professional credentials and experience, and engage directly with fellow Users to reach an amenable Work Order for any given project. SkillSetz does not warrant or promote any particular User and has no ability to compel, review, or otherwise manage the performance under any Work Order. SkillSetz provides template agreements, modes of communication, and a collaborative community of professionals who seek to further their business interests.

2.2 Intended Benefits

SkillSetz is intended to benefit results-driven businesses, both Providers and Buyers. Service Buyers that are searching for specifically skilled resources to assist with project-based work and the Service Providers that offer those services. Business Services Buyers benefit from a user-friendly eCommerce MarketPlace destination that contains high quality businesses and independent professional Service Providers on a platform that is optimized for search, navigation, and work order execution. SkillSetz is intended to benefit Business Services Providers by providing a platform to highlight, showcase, and market their unique capabilities and service offerings in a way that results in meaningful, revenue earning project-based opportunities.

2.3 Business Model

SkillSetz provides a vital platform for businesses to transact their services in a transparent and user-friendly manner. You acknowledge and agree that a substantial portion of the compensation SkillSetz receives for making the Site available to you is collected through the Service Fee described in this Agreement and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “SkillSetz Relationship”). SkillSetz necessarily depends on its Users to use the services it offers them in a manner consistent with this Agreement, including all other agreements incorporated and subject to this Agreement, in good faith.

2.4 Buyer’s Market

This is a Buyer’s MarketPlace. Both the Buyer and Provider must approve any Work Order and may negotiate and propose the terms either party wishes. Ultimately, the Buyer has control over final approval before a project is binding. Only Service Buyers can create active projects and Work Orders or initiate any form of contact with Service Providers. The Buyer has the ability to navigate our site, view User profiles, read reviews, and offer a detailed bid for Providers to consider.

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3. ELIGIBILITY AND IDENTIFICATION

3.1 Account Eligibility

SkillSetz offers the Site and Site Services for your business purposes only. To register for an Account or use the Site and Site Services, you must, and hereby do, represent that you: (a) are an employee, officer, or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only and in conformity with the terms and conditions included in this Agreement and in the agreements incorporated and referenced herein; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Service Provider Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.SkillSetz offers the Site and Site Services for your business purposes only. To register for an Account or use the Site and Site Services, you must, and hereby do, represent that you: (a) are an employee, officer, or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only and in conformity with the terms and conditions included in this Agreement and in the agreements incorporated and referenced herein; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Service Provider Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

3.2 Registration and Acceptance

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services following the Effective Date, and/or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service, as they may be amended from time to time. You have the responsibility of keeping your password confidential. You will not share an account with anyone else and will follow our rules and the law. Each individual Member/User must maintain her/his/its own account in order for our Members to enjoy the transparency necessary to facilitate a productive professional environment. Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account without our prior written consent; and (3) follow the law, our Professional Standards, and your common sense. You are responsible for anything that happens through your account unless you report misuse immediately upon becoming aware of any unauthorized action(s), and/or any action of which you should reasonably be aware. To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to unregistered site visitors including those portions before your Account registration is accepted. SkillSetz reserves the right to decline a registration to join SkillSetz or to add an Account of any type (i.e., as a Service Buyer or Service Provider), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to SkillSetz and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.

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3.3 Identity and Location Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against and through third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on SkillSetz. You authorize SkillSetz, directly and through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored. Any suspected violation and/or failure to properly verify an account may result in SkillSetz suspending or revoking the User’s profile and/ contacting other Users to inform them of any issues concerning the authenticity and/or identity of any other User. In order to make our site run as efficiently as possible, you agree to reasonably provide information and assistance as may be needed from time to time to assist with the verification and identification process.

3.4 Usernames and Passwords

Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and assigned a password which you will then customize to a password of your choosing for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize SkillSetz to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

4. STRICT CONFIDENTIALITY

4.1 Non-Disclosure Provisions

SkillSetz expressly relies upon your commitment to the terms of the non-disclosure provisions to protect its proprietary and confidential information.

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4.2 Confidential Information

Users interacting with other Users may agree to any terms they deem appropriate with respect to confidentiality of User information between Users, so long as the terms agreed upon by the Users do not conflict with any of the terms herein and/or those responsibilities and obligations owed to us. To the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this section (Confidential Information) applies and attaches to the Work Order they agree upon. To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Nothing in the Confidential Information shall circumvent, remove, or alter the obligations the parties owe to SkillSetz, including but not limited to those outlined in this Agreement, the Service Provider Agreement, and/or the Service Buyer Agreement. Users understand and acknowledge that in the event a court of competent jurisdiction orders the disclosure of information that

5. SERVICE OFFERING

SkillSetz™ is an open, two-sided B2B Services MarketPlace that simplifies how Buyers and Providers find, engage, and transact with each other on project-based services opportunities. Our software makes it easy for both parties to collaborate on business opportunities, execute any mutually agreed upon work orders, and settle any related transactions - all while ensuring transparency and compliance.

5.1 Free Registration

Registration is free and must be completed before Users may engage other Users, sell, or buy any services on or through SkillSetz.

5.2 Users Autonomy

The users’ status, permissions, obligations, and rights are based on which agreements, including Work Orders, the individual User in her/his/its sole discretion executes.

5.3 Payment Terms

All payments must be made in accordance with the terms set forth by the Buyer and agreed upon by the Users. At no point will SkillSetz be responsible for holding, retaining, or disbursing Users’ money, whether through escrow or any other means. Each payment exchanged between Buyer and Provider will reflect the Service Fees which will demonstrate the amount that SkillSetz received through the transaction.

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5.4 Platform Fees

All fees agreed upon by Users and SkillSetz, and as may be modified from time-to-time at SkillSetz’s sole discretion, are charged to the Service Provider and deducted from their payments, and are more fully described in the Service Provider Agreement and Service Buyer Agreement.

6. CUSTOMER ACCOUNTS

6.1 Account Types

SkillSetz offers two separate account types from which its Users to select.

6.1.1. Team Account - an Account User with permissions to manage basic business information and other Account Users under Business Account.

6.1.2. Individual Account - an account with a single Account User, managed by the user him/herself. The Individual Account does not include any other authorized users who may enter into/bind the User to any agreements in accordance and pursuant to the terms and conditions applicable to all users.

6.2 Team Account Roles

SkillSetz offers four separate account roles for teams.

6.2.1. Account Administrator - an Account User with permissions to manage basic business information and other Account Users under Business Account.

6.2.2. Account User – any individual who is authorized and registered to access the Site.

6.2.3. Project Administrator - creates and administers a project and is a required approver.

6.2.4. Approver/Watcher - attends a project and can be invited as an approver by the Project Administrator.

6.3 Account Permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting access or otherwise being aware that other individuals have access under your Account, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, SkillSetz may close any or all related Accounts.

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6.4 User Types

All Users are grouped into one of six Customer types based on the customer’s business requirements and expected platform usage.

6.4.1. Service Buyer - Any registered user who has agreed to and executed both the PUA and the Service Buyer Agreement, incorporated by reference and accessible here https://skillsetz.com/service-buyer-agreement

6.4.2. Service Provider - Any registered user who has agreed to and executed both the PUA and Service Provider Agreement, incorporated by reference and accessible here https://skillsetz.com/service-provider-agreement

6.4.3. Dual Customer - Any registered user who has agreed to and executed the PUA, Service Buyer Agreement and Service Provider Agreement. Dual Customers may engage both as Sellers and Buyers with other Users, subject to the terms of the respective agreements.

6.4.4. Enterprise Buyer - Any customer that intends or commits to spending more than $1M per year on SkillSetz™ may be eligible to earn status as an Enterprise Buyer, which includes benefits that range from custom payment options, enterprise API integrations, and single sign on.

6.4.5. Enterprise Provider - Any customer that sells more than $1M per year on SkillSetz™ on a rolling basis may be eligible to earn status as an Enterprise Provides, which includes benefits that range from custom payment options, enterprise API integrations, and single sign on.

6.4.6. Dual Enterprise - Any customer that intends or commits to spending more than $1M per year on SkillSetz™ and also offers Services on SkillSetz™ may be eligible to earn status as an Dual Enterprise User, which includes benefits that range from custom payment options, enterprise API integrations, and single sign on.

7. CONTENT MANAGEMENT

7.1 Service Provider Profile Types

Service Providers have the ability to create a custom digital storefront that is optimized for navigation and search in order to market and showcase their respective strengths and services offerings to potential buyers. There are three unique profile types that Service Providers can create and publish.

7.1.1. Business Profile - showcases a business, its employees, and its services

7.1.2. Professional Profile - showcase individual professionals.

7.1.3. Service Profile - prepackaged services that can be instantly converted to a project.

7.2 Service Buyer Project Types

SkillSetz offers Service Buyers five unique project types with which to engage Service Providers.

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7.2.1. Service Provider Direct - Buyer initiates a private project directly with a Service Provider - this transaction occurs by and between the two Users and is not publicly accessible to other Users.

7.2.2. Project Opportunity (Open) - Buyer posts a non-negotiable project opportunity and specs, allowing any other qualified User to apply.

7.2.3. Project Opportunity (Private) - Allows a Buyer to post a non-negotiable project opportunity and specs, allowing only those qualified Users who are invited to bid.

7.2.4. Request for Quote (Open) - Buyer posts a Request for Quote, allowing other qualified Users to submit their offer. Buyer can choose to set a target budget.

7.2.5. Request for Quote (Private) - Buyer posts a private Request for Quote, allowing only those qualified Users who are selected by the Buyer to submit an offer.

7.3 Project Management Types

SkillSetz offers Service Buyers two unique Project Management options when coordinating any projects on the platform.

7.3.1. Self-Service - Service Buyer manages all activities of the project themselves, and in exchange we collect a ten percent (10%) administrative fee.

7.3.2. Fully Managed - Service Buyer requests that SkillSetz manages all activities of the project on behalf of the Service Buyer based on predefined criteria with integrated approval flows. In exchange, we collect a twenty percent (20%) administrative fee. Under no circumstances will SkillSetz, its employees, designees, assignees, or agents, be considered an employee/employer/agent/affiliate or have any other similar relationship with any of its Users by virtue of anything in this Agreement, including the services contemplated in 7.3.2.

7.4 Project Attendee Roles

There are four available attendee roles for an SkillSetz project, each of whom are responsible for abiding by and acting in accordance and consistent with this Agreement (and all other agreements referenced or otherwise incorporated)

7.4.1. Buyer Administrator - a Service Buyer who initially creates the project, controls who attends, and has final approval on all Work Orders.

7.4.2. Provider Respondent - a Service Provider who is authorized to bind him/herself or his/her organization to a Work Order in SkillSetz.

7.4.3. Approver - invited by either the Buyer Administrator or Provider Respondent to participate in the SkillSetz digital approval process of any work order.

7.4.4. Watcher - invited by either the Buyer Administrator or Provider Respondent to attend any project and subsequent work order with View/Read-only rights.

7.4.5. SkillSetz Administrator - a SkillSetz employee who administers a Fully Managed project at the request, and on behalf, of a Service Buyer (see 7.3.2)

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7.5 Classifications and Attributes

All Projects and Profiles are classified and enriched by SkillSetz users according to our proprietary category and attribute taxonomy.v

7.5.1. Functions - 177 predefined business workstream attributes.

7.5.2. Industries - 158 predefined business industry attributes.

7.5.3. Regions - 139 predefined U.S. regional attributes

7.5.4. SkillSetz - self-created, self-tagged

8. TRANSACTION MANAGEMENT

8.1 Work Order Governance

Work Orders and projects must conform with and not conflict with the Terms of Service. Any conflict between any Work Order and the Terms of Service will be resolved in favor of the Terms of Service, regardless of what the Users agreed upon or intended to agree upon in the Work Order.

8.2 Work Order Engagement Types

Each Work Order includes three distinct Engagement Types:

8.2.1. Onsite Work Only - Where the users reasonably anticipate the performance of the work order and the deliverables flowing therefrom will occur while the Provider is on-site with the Buyer (or at any location specifically designated and agreed upon by the Users).

8.2.2. Remote Work Only - Where the users reasonably anticipate the performance of the work order and the deliverables flowing therefrom will be performed while the Provider is remotely located from any specific location – be it the work-site or another location designated and agreed upon by the users.

8.2.3. Hybrid Model (Onsite + Remote) - Where the parties reasonably anticipate the performance of the work order and the deliverables flowing therefrom will occur while the Provider is both working remotely and there is a need for the Provider to travel and/or otherwise visit a specific location – be it a work-site or another location designated by and agreed upon by the users.

8.3 Work Order Item Types

Our simplified Work Orders include four basic line items upon which the Buyer and Provider must agree:

8.3.1. Deliverable - the Users will agree upon specific artifacts, documents, or other work outputs on a per project basis.

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8.3.2. Milestone - allows the Users to designate specific milestones and expectations, including the issuance of subsequent draws where the Users agree to the use of incremental payments.

8.3.3. Resource - Users will agree upon the rate that will be applied while the Provider is working on the project.

8.3.4. Service - the Users will agree upon the specifics of project, including the performance required of the Provider.

8.4 Work Order Billing Types

To ensure the Users experience an efficient and collaborative relationship, we have designated seven different billing types from which the Users may select:

8.4.1. Hourly Rate - allows for the Buyer to structure the performance of the project according to fixed hourly rate, as applied to the total number of hours required to perform the project and arrive at the Deliverables.

8.4.2. Daily Rate - allows for the Buyer to structure the performance of the project according to fixed daily rate, as applied to the total number of days required to perform the project and arrive at the Deliverables. Unless otherwise agreed upon, the Daily Rate shall assume the Provider commits 8 hours per day toward accomplishing the Deliverable.

8.4.3. Weekly Rate - allows for the Buyer to structure the performance of the project according to fixed weekly rate, as applied to the total number of weeks required to perform the project and arrive at the Deliverables. Unless otherwise agreed upon, the Weekly Rate assumes 40 hours worked per week, prorated for any holiday or other agreed upon day off. Should the project end before the full completion of a week, the rate will be prorated in a manner that divides the Weekly Rate by 5 and applies that rate to the days performed.

8.4.4. Monthly Rate - allows for the Buyer to structure the performance of the project according to fixed monthly rate, as applied to the total number of months required to perform the project and arrive at the Deliverables. Unless otherwise agreed upon, the Monthly Rate assumes 160 hours worked per month, prorated for any holiday or other agreed upon days off, and to be prorated based on the project’s completion prior to the expiration of the final month.

8.4.5. Deliverable - allows for the Buyer to structure the performance of the project according to fixed rate, due and payable upon completion of the project and acceptance by the Provider.

8.4.6. Milestone - allows for the Buyer to structure the performance of the project according to fixed and agreed upon milestones.

8.4.7. Fixed Fee - allows for the Buyer to structure the performance of the project according to a fixed fee that is due either before the project begins, or upon the project’s completion.

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8.5Hourly Rate Tiers

We offer a five-tiered structure which allows Service Providers the ability to offer rates across multiple tiers based on the volume of work being contracted:

8.5.1. Tier 1 - Up to $49

8.5.2. Tier 2 - From $50 to $99

8.5.3. Tier 3 - From $100 to $149

8.5.4. Tier 4 - From $150 to $199

8.5.5. Tier 5 - $200 and above

8.6 Project Cost Tiers

Users understand and agree that Projects and Services are based on requirements and variables that can and often do change after the project begins, and which may be difficult to reasonably calculate at the outset of any project. Users also agree that it is important to agree in advance as to acceptable Project Costs to better anticipate the total costs associated with any project, and that the Users themselves are in the best position to come up with a reasonable expectation of those costs. Projects are grouped into 5 cost tiers and projects can cross multiple tiers.

8.6.1. Tier 1 - Up to $999

8.6.2. Tier 2 - From $1,000 to $9,999

8.6.3. Tier 3 - From $10,000 to $49,999

8.6.4. Tier 4 - From $50,000 to $149,999

8.6.5. Tier 5 - $150,000 and above

8.7. Invoice Management

Unless otherwise agreed to, you understand and acknowledge that we may assign and/or delegate any performance under this agreement to a third party. Specifically, and non-exclusively, the Invoice Management may be assigned to a third party of our choosing. As a material part of this Agreement, you may be required to agree to another third party’s terms and conditions, including but not limited to the collection and verification of payments/your account, and privacy.

8.7.1. Receipt of Services - Buyers are provided a means to confirm receipt of their services by creating a digital receipt against the invoice.

8.7.2. Invoice Approvals - Buyers ultimately have approval over invoice payments

8.8Payments Management

Unless otherwise agreed to, you understand and acknowledge that we may assign and/or delegate any performance under this agreement to a third party. Specifically, and non-exclusively, the Payments Management may be assigned to a third party of our choosing. As a material part of this Agreement, you may be required to agree to another third party’s terms and conditions, including but not limited to the collection and verification of payments/your account, and privacy.

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8.8.1. Service Buyer Payments - Buyer shall be required to make payments as agreed upon by the users in accordance with the Work Order.

8.8.2. Service Provider Payouts - Provider shall be entitled to collect dues/payments as agreed upon by the users in accordance with the Work Order.

9. PROFESSIONAL CONDUCT

In our commitment to provide Users access to a unique and exciting format to grow their businesses, professionalism is both expected and required for the success of our site. SkillSetz will not tolerate unprofessional conduct on its site, and will investigate and take action upon notice of any of its users who are engaging in behavior that is abusive, harassing, unprofessional, or otherwise unbecoming of the environment we have created.

9.1 Approved Service Buyer Activities

The following activities and user processes were specifically designed for Service Buyers and are approved on the SkillSetz platform:

9.1.1. Search and Shop

9.1.2. Contact Service Providers

9.1.3. Create and Manage Project Opportunities

9.1.4. Create and Manage Requests for Quote

9.1.5. Create and Manage Work Orders

9.1.6. Create Receipts of Services

9.1.7. Pay Invoices

9.1.8. Manage Account User Information

9.2 Approved Service Provider Activities

The following activities and user processes were specifically designed for Service Providers and are approved on the SkillSetz platform:

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9.2.1. Create Business Profiles

9.2.2. Create Professional Profiles

9.2.3. Create Service Profiles

9.2.4. Collaborate on Projects

9.2.5. Collaborate on Work Orders

9.2.6. Create Invoices

9.2.7. Apply to Projects

9.2.8. Manage Account User Information

9.2.9. Receive Money According to Invocies

9.3 Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation SkillSetz receives for making the Site available to you is collected through the Service Fee described in this Agreement and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “SkillSetz Relationship”). SkillSetz only receives the Service Fee when a Service Buyer and a Service Provider pay and receive payment through the Site. Therefore, except as set out in this Agreement for 24 months from the start of an SkillSetz Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). You agree that, in light of the fact SkillSetz business model and its need to collect the Service Fee in order to continue doing business and in light of the fact that you are using SkillSetz and receiving material benefits in consideration of the Service Fee, the twenty-four (24) month prohibition from circumventing our site to engage any person/business introduced through our site is reasonably calculated to protect SkillSetz’s economic interests and is fair.

9.4 Non-Solicitation

Users agree that they will not solicit, contact in an attempt to do business, or do business with any party introduced to it through our site to perform those services the parties advertise on our site, unless done through SkillSetz. Users agree and acknowledge that soliciting and doing business with others introduced to it through our Services would cause financial harm to SkillSetz and would undermine the economic strategy SkillSetz uses for its business benefit, would create an unfair advantage for the User to the detriment of SkillSetz, and would create a scenario where it would difficult to calculate the damages that SkillSetz would incur as a result of the Users’ prohibited activity.

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9.5 Liquidated Damages

In light of the difficulty in assessing the actual damages that SkillSetz would suffer and would consider to suffer through the breach of Section 9.4 and/or 9.3 of this Agreement, Users agree that it is in the parties’ best interest to mutually agree upon a predetermined calculation of damages in advance. The parties mutually agree that a reasonable formula to accurately estimate SkillSetz’s damages in the event the User(s) breaches Section 9.3 and/or 9.4, is as follows: EITHER, 1) SKILLSETZ WILL BE ENTITLED TO LIQUIDATED DAMAGES IN AN AMOUNT THAT EQUALS TWENTY PERCENT (20%) OF THE TOTAL REVENUES BILLED BY THE BUYER TO THE PROVIDER OVER THE TWENTY-FOUR MONTHS FOLLOWING THE USERS’ BREACH OF THIS PROVISION. OR, ALTERNATIVELY, 2) AT SKILLSETZ’S ELECTION, LIQUIDATED DAMAGES SHALL BE DETERMINED BY TAKING THE AVERAGE MONTHLY BILLING/INVOICING BETWEEN THE BUYER TO THE PROVIDER DURING THE MOST RECENT SIX MONTH PERIOD PRIOR TO THE BREACH, AND MULTIPLYING THE MONTHLY AVERAGE OVER THE TWENTY-FOUR MONTHS FOLLOWING ANY BREACH.

9.6 Communications through SkillSetz

The provisions of this section apply to any interaction between Users once the Users become aware of or are otherwise introduced through our site. Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Work Order. Users agree that prior to entering into a Work Order, you (a) will use SkillSetz as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of SkillSetz; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site. “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn. You acknowledge and agree that a violation of any provision of this section is a material breach of the Terms of Service.

In an effort to promote efficiency and provide our Users autonomy, Users are expressly allowed to communicate through their Means of Direct Contact after a Work Order is executed and in place between the Users as it concerns the day-to-day performance of the Deliverables, and other general matters concerning the Work Order and the parties’ performance of the Work Order. The Buyer will elect whether the Users communicate through Mean of Direct Contact. Notwithstanding the Users express opportunity to communicate through Means of Direct Contact following the execution of a Work Order, the parties are required to engage one another through our site when discussing any material changes, amendments, and/or variances to the Work Order. SkillSetz relies on its users to communicate through the site so that, among other reasons, we can succinctly audit and help resolve disputes between users.

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9.7 User Driven Content

SkillSetz™ is an open, two-sided MarketPlace that relies exclusively on user created content. SkillSetz™ does not create any project or profile related content, or provide any reviews of any customer, nor does SkillSetz™ offer any services for hire whatsoever to any customer in the Marketplace beyond the use of the software. SkillSetz is a user-driven community, and the users create , reviews, bids, and other content in furtherance of the objectives and obligations set forth in this Agreement. Users understand and agree that SkillSetz does not condone, approve, warrant, or otherwise promote any users’ content included on its site, and SkillSetz is not responsible for its users’ content, including content that fellow users may find defamatory, embarrassing, or otherwise untrue.

9.8 Community Standards

SkillSetz is committed to maintaining and promoting a professional workspace and community where all Members and Users feel welcomed, represented, and respected. To that extent, any behavior we deem to be unprofessional, abusive, offensive, or otherwise unconducive to a harmonious workplace may result in any Member/User/Visitor having his/her/its account suspended, revoked, or permanently disabled. We expect all of our Users and Members to act in good faith when advertising, negotiating, dealing with, and otherwise communicating on and through our site. Our Users and Members are prohibited from misleading or incorrect information, including posting fake names, locations, identification, qualifications, experience, education, and skills, among other things. If we discover you are engaging in a manner that is misleading or might lead to others being misled, we retain the right to revoke your Membership and access to our Services. Additionally, we expect our Users and Members to engage with one another in a respectful and professional manner. Our Users and Members are expressly prohibited from engaging in any behavior that is unprofessional, misogynistic, sexist, racist, demeaning, or otherwise abusive. At our sole discretion, we may revoke your Membership and access to our Services if we find that you have engaged in a manner that is inconsistent with the community we are fostering and promoting through our Services. Behavior that we will not tolerate includes but is not limited to the following: We expect our Users and Members to provide ethical and legal services through our Services. If we discover that any services are being offered which we deem to be unethical or potentially illegal, we reserve the right to revoke the Member’s access to our Services.

9.9 Prohibited Actions

The following non-exhaustive list of acts are prohibited:

9.9.1. The creation of any false information concerning you or your credentials, misrepresentation your identity, creation a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account;

9.9.2. Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;

9.9.3. Override any security feature or bypass or circumvent any access controls or use limits of the Service;

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9.9.4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without consent;

9.9.5. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license;

9.9.6. Violate the intellectual property or other rights of SkillSetz, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses;

9.9.7. Post anything that contains software viruses, worms, or any other harmful code;

9.9.8. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;

9.9.9. Imply or state that you are affiliated with or endorsed by us without our prior, express consent;

9.9.10. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;

9.9.11. Monitor the Services’ availability, performance or functionality for any competitive purpose;

9.9.12. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

9.9.13. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);

9.9.14. Spamming other Members/Users; v

9.9.15. Using inappropriate language in any context, whether in private or public messaging;

9.9.16. Engaging in behavior that is deemed unprofessional, harassing and/or intimidating towards any other Member;

9.9.17. Conduct yourself in a manner that is offensive, degrading, unprofessional, or otherwise deemed unconducive to promoting a collaborative and supportive workspace.

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9.10 Community Feedback

You hereby acknowledge and agree that Users publish and request SkillSetz to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Service Providers or Service Buyers voluntarily submit to SkillSetz and does not constitute and will not be construed as an introduction, endorsement, or recommendation by SkillSetz; SkillSetz provides the ability to share such information solely for the convenience of Users. You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that SkillSetz post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, wherever referenced, and other User Content highlighted by SkillSetz on the Site or otherwise (“User Attributes and Reviews”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that SkillSetz will make User Attributes and Reviews available to other Users, including composite or compiled feedback. SkillSetz provides its feedback system as a means through which Users can share their opinions of other Users publicly, and SkillSetz does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other User Attributes and Reviews relates only to the business advertised in the Profile and not to any individual person. You agree not to use the User Attributes and Reviews to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. SkillSetz does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. SkillSetz is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, SkillSetz reserves the right (but is under no obligation) to remove posted feedback or information that, in SkillSetz’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of SkillSetz. You acknowledge and agree that you will notify SkillSetz of any error or inaccurate statement in your feedback results, including the User Attributes and Reviews, and that if you do not do so, SkillSetz may rely on the accuracy of such information.

9.11 Complaints Regarding Content or Conduct

We hold high the intellectual property rights of others, and we require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. SkillSetz maintains a policy for complaints concerning content posted by our Members. If you believe a user is using yours or anyone else’s intellectual property in an unauthorized or abusive manner, you may submit a claim through here.

10. General Terms

In addition to the preceding terms and conditions, the following General Terms apply to this Agreement.

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10.1 Entire Agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and SkillSetz relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though SkillSetz drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or SkillSetz because of the authorship of any provision of the Terms of Service.

10.2 Modifications; Waiver

No modification or amendment to the Terms of Service will be binding upon SkillSetz unless they are agreed in a written instrument signed by a duly authorized representative of SkillSetz or posted on the Site by SkillSetz. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee, represent, or otherwise promise to take action against every breach of this User Agreement; however, our enforcement of this Agreement is at our sole discretion, and our decision to not enforce any part of this Agreement is in no way a waiver of our right to enforce our rights.

10.3 Assignability

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without the prior written consent of SkillSetz in the form of a written instrument signed by a duly authorized representative of SkillSetz. SkillSetz maintains the right to assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assignees of the parties.

10.4 Severability; Interpretation

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

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10.5 Force Majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

10.6 Prevailing Language and Location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

10.7 Access of the Site Outside the United States

SkillSetz makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

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10.8 Records of Compliance

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to SkillSetz upon request. Nothing in this subsection requires or will be construed as requiring SkillSetz to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Work Order. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on SkillSetz’s part to store, backup, retain, or grant access to any information or data for any period. Nothing in this Agreement will be construed as creating any obligation or duty upon SkillSetz to provide any tax withholdings for tax purposes, and Users are responsible for all tax responsibilities, benefits, withholdings, and other similarly related obligations and issues.

10.9 Warranty Disclaimer

BY USING OUR SITE AND OUR SERVICES, YOU ACKNOWLEDGE THAT YOUR DECISION TO CONTRACT WITH OR OTHERWISE DO BUSINESS WITH OTHER MEMBERS IS OF YOUR OWN VOLITION AND IS NOT WARRANTIED BY SKILLSETZ IN ANY WAY OR MANNER. SKILLSETZ, ITS EMPLOYEES, AGENTS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE WITHOUT INTERRUPTION OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING SUPPORT, ACCESS, CONTENT, PROFILES, AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SKILLSETZ AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS'' AND ON AN “AS AVAILABLE” BASIS. SKILLSETZ MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKILLSETZ DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.10 Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SKILLSETZ, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SKILLSETZ AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO SKILLSETZ FOR THE PARTICULAR SERVICE(S) WHICH FORMS THE BASIS OF ANY COMPLAINT DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000, WHICHEVER AMOUNT IS LESS.

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10.11 Limitation of Liability

SkillSetz is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: your use of or your inability to use our Site or Site Services; delays or disruptions in our Site or Site Services; viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; damage to your hardware device from the use of the Site or Site Services; the content, actions, or inactions of third parties’ use of the Site or Site Services; a suspension or other action taken with respect to your Account; your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), User Attributes and Reviews, or metrics found on, used on, or made available through the Site; and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

10.12 Exclusions

The limitations of liability in the above section are part of the basis of the bargain between you and SkillSetz and shall apply to all claims of liability (e.g. warranty, tort, negligence, contract and law) even if SkillSetz or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose. These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached, a material obligation being such which forms a prerequisite to our delivery of services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Contract and to the extent that they are typical in the context of this Contract.

10.13 Release

In addition to the recognition that SkillSetz is not a party to any contract between Users, you hereby release SkillSetz, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Service Provider Services provided to Service Buyer by a Service Provider and requests for refunds based upon disputes.. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH MATERIALLY HOLDS THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” This release will not apply to a claim that SkillSetz failed to meet our obligations under the Terms of Service.

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10.14 Indemnification

You will indemnify, defend, and hold harmless SkillSetz, our Affiliates, and our respective directors, officers, employees, representatives, attorneys, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Work Order entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of SkillSetz as an employer or joint employer of Service Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

10.15 Term and Termination

Either party may terminate this Agreement in their sole discretion, without explanation, at any time. To terminate, we will send a written notice that your account is being terminated, which will serve to terminate this Agreement. You may terminate this Agreement by closing your account on our site. IF SKILLSETZ DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, SKILLSETZ HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO WORK ORDERS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT SKILLSETZ WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE. WE WILL COMMUNICATE WITH THE USER WHO IS ENGAGED IN ANY WORK ORDER WITH THE SUSPENDED USER TO FIND A RESOLUTION THAT ALLOWS FOR A FAIR RESOLUTION TO THE ONGOING PROJECT. SKILLSETZ RESERVES THE RIGHT TO TAKE ANY APPROPRIATE ACTION TO ALLOW ITS USERS TO RESOLVE EXISTING ISSUES, INCLUDING BUT NOT LIMITED TO: DEMANDING A REFUND FOR WORK THAT HAS NOT BEEN PERFORMED SATISFACTORILY; A RETURN OF DELIVERABLES; AND/OR THE IMMEDIATE TERMINATION OF AN EXISTING WORK ORDER.

10.16 Account Data on Closure

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which SkillSetz will have no liability whatsoever. SkillSetz, in its sole discretion and as permitted or required by law, may retain some or all of your Account information. You acknowledge and agree that SkillSetz has no obligation whatsoever to store, compile, produce, or otherwise track any information you provide through the Site.

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10.17 Survival

After this Agreement terminates for any reason and is terminated by you or by us, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or SkillSetz from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Additionally, if any Work Order is in effect upon the termination of this Agreement, the User may be responsible for the completion of the Work Order and/or paying any outstanding balance for services rendered under the subject-Work Order.

10.18 Dispute Resolution

If a dispute arises between you and SkillSetz or our Affiliates or Assignees, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided below, you, SkillSetz, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with SkillSetz (including without limitation any claimed employment with SkillSetz or one of our Affiliates or successors), the termination of your relationship with SkillSetz, or the Site Services (each, a “Claim”) in accordance with this section (“Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Work Order, any payments or monies you claim are due to you from SkillSetz or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with SkillSetz or the termination of that relationship. Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.v

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10.19 Choice of Law

The Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Illinois, However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

10.20 Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you and SkillSetz agree to first notify each other of the Claim. You agree to notify SkillSetz of the Claim by email to legalnotices@SkillSetz.com, and SkillSetz agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and SkillSetz will then seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or SkillSetz, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and SkillSetz will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

10.21 Binding Arbitration and Class Action/Jury Trial Waiver

This Arbitration Provision applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, SkillSetz, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from American Arbitration Association (“AAA''), instead of a court or jury. AAA may be contacted at www.adr.org.

10.22 Scope of Arbitration Agreement and Conduct of Arbitration

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with SkillSetz ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided herein, arbitration will be conducted in Cook County, Illinois in accordance with the AAA Arbitration Rules and Procedures then in effect.

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Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the AAA Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Service Providers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Service Provider is located in accordance with the AAA Employment Arbitration Rules and Procedures then in effect. The applicable AAA arbitration rules may be found at www.adr.org or by searching online for “AAA Comprehensive Arbitration Rules and Procedures,” “AAA Employment Arbitration Rules,” or “AAA Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of AAA rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and SkillSetz will follow the applicable AAA rules with respect to arbitration fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

10.23 Interpretation and Enforcement of this Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver of this Arbitration Provision is deemed to be unenforceable, you and SkillSetz agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

10.24 Class and Collective Waiver

This Arbitration Provision affects your ability to participate in class or collective actions. Both you and SkillSetz agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver'').

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Notwithstanding any other provision of this Agreement or the AAA rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and SkillSetz agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, SkillSetz may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

10.25 Right to opt out of the Arbitration Provision

You may opt out of the Arbitration Provision contained in this Section 10.21 by notifying SkillSetz in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to SkillSetz at Attn: Legal, 2020 Calamos Court, Suite 200, Naperville, IL 60563 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legal@SkillSetz.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement. If you do not opt out as provided in this Section 10.25, continuing your relationship with SkillSetz constitutes mutual acceptance of the terms of this Arbitration Provision by you and SkillSetz. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

10.26 Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver is deemed to be unenforceable, you and SkillSetz agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

11. Definitions

11.1 Confidential Information means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Provider or Service Buyer; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

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11.2 Fixed-Price Contract means a Work Order for which Service Buyer is charged a fixed fee agreed between a Service Buyer and a Service Provider, prior to the commencement of a Work Order, for the completion of all Service Provider Services contracted by Service Buyer for such Work Order.

11.3 Service Provider means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Service Provider’s Services to Service Buyers, including Service Provider Accounts that are Agency Accounts or, if applicable, Agency Members. A Service Provider is a customer of SkillSetz with respect to use of the Site and Site Services.

11.4 Service Provider Fees means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Service Provider, multiplied by the hourly rate charged by Service Provider); (b) for a Fixed-Price Contract, the fixed fee agreed between a Service Buyer and a Service Provider; and (c) any bonuses or other payments made by a Service Buyer to a Service Provider.

11.5 Service Provider Services means all services performed for or delivered to Service Buyers by Service Providers.

11.6 Hourly Contract means a Work Order for which Service Buyer is charged based on the hourly rate charged by Service Provider.

11.7 Hourly Invoice means the report of hours invoiced for a stated period by a Service Provider for Service Provider Services performed for a Service Buyer.

11.8 The term “including” as used herein means including without limitation.

11.9 Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

11.10 Payment Method means a valid credit card issued by a bank acceptable to SkillSetz, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as SkillSetz may accept from time to time in our sole discretion.

11.11 Project means an engagement for Service Provider Services that a Service Provider provides to a Service Buyer under a Work Order on the Site.

11.12 Staffing Employee means a Service Provider enrolled in SkillSetz Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Service Provider Services to one or more Service Buyer(s).

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11.13 Work Order means, as applicable, (a) the contractual provisions between a Service Buyer and a Service Provider governing the Service Provider Services to be performed by a Service Provider for Service Buyer for a Project; (b) a Direct Contract as defined in the SkillSetz Direct Contract Terms; or (c) if you use SkillSetz Payroll, the contractual provisions between Service Provider and the Staffing Provider for the provision of services to Service Buyer, if any.

11.14 Substantial Change means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

11.15 SkillSetz App means the online platform accessed using SkillSetz’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

11.16 User Content means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to SkillSetz, including such content or information that is posted as a result of questions.

11.17 Work Product (Deliverable) means any tangible or intangible results or deliverables that Service Provider agrees to create for, or actually delivers to, Service Buyer as a result of performing the Service Provider Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

11.18 Indemnified Claim means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

11.19 Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

IN WITNESS WHEREOF, the undersigned executed this agreement as of the date and time indicated below.

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