Terms of Service

1 Acceptance of Terms.

1.1 Outworkers, LTD (“Outworkers” or “we”) provides its Service (as defined below) to you (“you” or “Developer”) through its web site located at http://www.outworkers.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” or “Client” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

1.2 Outworkers reserves the right, at its sole discretion, to change or modify portions of this TOS at any time. If Outworkers does this, Outworkers will post the changes to this TOS on this page and will indicate at the top of this page the date these terms were last revised. Outworkers will also notify you, either through the Site, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS.

1.3 As part of the registration process, you will identify an administrative user name and password for your Account (“Account”). You shall not: (i) allow any person or entity that offers or provides services that are competitive to or with the Services to use or access the Services, (ii) use or access the Services to develop a product or service that is competitive with Outworkers’s products or services or (iii) copy any ideas, features, functions or graphics of the Services.

2 Description of Service. Outworkers provides a network (“Network”) of independent contractors that specialize in providing engineering services (each a “Developer”) (the “Developer Services”). The “Service” includes (a) the Site, (b) Outworkers’s platform designed to find Developers and connect Developers to those in need of development services, and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.

3 Developer Services Terms and Conditions.

3.1 Services; Payment; No Violation of Rights or Obligations. Developer agrees to undertake and complete the Developer Services that may be requested by Outworkers or any applicable Client (defined below) from time to time on behalf of Outworkers and any Outworkers client for which Developer is engaged to provide services hereunder (each a “Client”) in accordance with and on the schedule specified by the applicable party. As the only consideration due to Developer regarding the subject matter of this TOS, Outworkers will pay Developer (or the Talent Partner associated with Developer, as indicated and defined in your account on the Site) in accordance with the fees set forth in the Service. In the event of refunds or other adjustments due to performance of the Developer Services to a Client, resulting in full or partial credit to a Client, Outworkers, at its option, may require either that Developer repay the fees originally paid to it on account of the sale of such Developer Services within 30 days after notice thereof from Outworkers, or that such amount be deducted from the next payment due to Developer. Unless otherwise specifically agreed upon by Outworkers in writing (and notwithstanding any other provision of this TOS), all activity relating to Developer Services will be performed by and only by Developer. Upon Outworkers’s request, Developer agrees to provide certain information (e.g., to confirm Developer’s identity), and Outworkers will treat any such information in accordance with Outworkers’s Privacy Policy, available at http://www.outworkers.com/routed/#/privacy. Developer agrees that it will not violate any agreement with or rights of any third party or, except as expressly authorized by Outworkers in writing hereafter, use or disclose at any time Developer’s own or any third party’s confidential information or intellectual property in connection with the Developer Services or otherwise for or on behalf of Outworkers.

3.2 Ownership Rights; Proprietary Information; Publicity.

3.2.1 Outworkers shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Developer during the term of this TOS that relate to the subject matter of or arise out of or in connection with the Developer Services, Talent Management Services, Customer Management Services or any Proprietary Information (each as defined below) (collectively, “Inventions”) and Developer will promptly disclose and provide all Inventions to Outworkers. All Inventions are work made for hire to the extent allowed by law and, in addition, Developer hereby makes all assignments necessary to accomplish the foregoing ownership. Developer shall assist Outworkers (or at Outworkers’s request, the applicable Client), to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Developer hereby irrevocably designates and appoints Outworkers as its agents and attorneys-in-fact, coupled with an interest, to act for and on Developer’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Developer and all other creators or owners of the applicable Invention.

3.2.2 Developer agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to Client, customers, employees, or other Outworkers consultants) developed, learned or obtained by or for or on behalf of Developer in connection with the Developer Services, Talent Management Services, Customer Management Services or that otherwise relate to Outworkers, Client or the business or demonstrably anticipated business of Outworkers or any Client or that are received by or for Outworkers in confidence, constitute “Proprietary Information.” Developer shall hold in confidence and not disclose or, except in performing the Developer Services, Talent Management Services, Customer Management Services, use any Proprietary Information. However, Developer shall not be obligated under this paragraph with respect to information Developer can document is or becomes readily publicly available without restriction through no fault of Developer. Upon termination or as otherwise requested by Outworkers, Developer will promptly provide to Outworkers all items and copies containing or embodying Proprietary Information, except that Developer may keep its personal copies of its compensation records and this TOS. Developer also recognizes and agrees that Developer has no expectation of privacy with respect to Outworkers’s or Client’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Developer’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

3.2.3 As additional protection for Proprietary Information, Developer agrees that during the period over which it is to be providing the Developer Services and for six (6) months thereafter, Developer will not (i) directly or indirectly encourage or solicit any employee or consultant of Outworkers or any Client to leave Outworkers or such Client for any reason, or (ii) except for the Developer Services, Talent Management Services, Customer Management Services provided under this TOS, enter into an employment or consulting relationship with or otherwise engage with or perform services for any Client to whom Developer was introduced or referred in connection with this TOS (whether or not Developer Services were performed) without Outworkers’s prior written consent. IN THE EVENT OF ANY BREACH BY DEVELOPER OF THIS SECTION, DEVELOPER SHALL PAY Outworkers THIRTY THOUSAND POUNDS (£30,000) WITHIN TEN (10) DAYS AFTER SUCH BREACH AS LIQUIDATED DAMAGES. DEVELOPER AND Outworkers HEREBY ACKNOWLEDGE AND AGREE THAT Outworkers’S DAMAGES IN THE EVENT OF SUCH BREACH WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT £30,000 IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES Outworkers WOULD SUFFER IN THE EVENT DEVELOPER BREACHES THE FOREGOING, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. Without limiting the foregoing, Developer may perform services for other persons only if such services do not represent a conflict of interest or a breach of Developer’s obligation under this TOS or otherwise.

3.2.4 To the extent allowed by law, Section 3.2.1 and any license granted Outworkers hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, Developer agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Outworkers may and is hereby authorized to (and to allow others to) use Developer’s name, picture, portrait, photograph, video and/or likeness in all forms, media and manners (“Likeness”), in perpetuity and without any restriction as to changes or alterations (including but not limited to composite or distorted representations or derivative works of my Likeness made in any medium) in connection with promotion of its business, products or services. I waive any right to inspect or approve any intermediary version(s) or finished version(s) of the results of the use of my Likeness. To the extent any of the foregoing is ineffective under applicable law, Developer hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Developer will confirm any such ratifications and consents from time to time as requested by Outworkers. If any other person is in any way involved in any Developer Services, Developer will obtain the foregoing ratifications, consents and authorizations from such person for Outworkers’s exclusive benefit.

3.2.5 If any part of the Developer Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Developer (or any person involved in the Developer Services) and not assigned hereunder, Developer hereby grants Outworkers and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Outworkers’s exercise or exploitation of the Developer Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

4 Referral and Commission Terms and Conditions.

4.1 Responsibilities; Exclusivity. You may perform certain services with respect to referring, soliciting and screening, and managing engineering talent for the Network during the term of this TOS (“Talent Management Services”) and referring and soliciting potential customers seeking Developer Services, curating content for existing customers of Developer Services, and referring and soliciting engagements for Developer Services with existing customers during the term of this TOS (“Customer Management Services”). In your Talent Management Services or Customer Management Services efforts, you will use the then-current names for the Developer Services and will not add to, delete from or modify any sales or marketing documentation or forms provided by Outworkers, except with the prior written consent of Outworkers. Outworkers reserves the right to remove any Developer from the Network at any time. Nothing in this TOS shall be construed as limiting in any manner Outworkers’s marketing or recruiting activities or its appointment of other dealers, outsourcing firms, recruiters, agents or representatives of any kind. You acknowledge and agree that Outworkers is not bound to any price (or any other term) with respect to the sale of any Developer Services until it has accepted such sale and you will not represent or imply anything to the contrary to any party.

4.2 Commissions for Qualified Talent Management. “Qualified Talent Referral” means (a) an individual or prospect: (i) that is not a current Network member or prospect of Outworkers at the time of the referral; (ii) with whom you have materially interacted or discussed the opportunity within thirty (30) days prior to the referral; and (iii) that has been referred to Outworkers as a result of your Talent Management Services performed in compliance with all of the terms of this TOS. “Qualified Managed Talent” means (a) an individual: (i) that is a current Network (or applying to be one) member of Outworkers at the time the management services are performed (ii) that you manage in connection with your Talent Management Services in compliance with all of the terms of this TOS. For a period of one (1) year from the date the Qualified Talent Referral or Qualified Managed Talent applies to become a member of the Network (the “Applicable Time Period”), Outworkers shall pay you a “Talent Sales Fee”, which shall be an amount equal to the percentage applicable to the particular Talent Management Service performed, as set forth in the Services (documented on the “Payments” page of your account on the Site, which amount may be modified at any time in Outworkers’s sole discretion) of the Talent Net Revenue (as defined below) received from sale of the Developer Services performed by such Qualified Managed Talent or Qualified Talent Referral during the Applicable Time Period. For purposes hereof, “Talent Net Revenue” shall mean gross revenue received by Outworkers (and not subject to refund, waiver or other contingency) for sales of Qualifying Talent Services with respect to Qualified Talent Referrals, less taxes and the compensation paid by Outworkers to such Qualified Talent Referrals or Qualified Managed Talent for performance of the Qualifying Talent Services.

4.3 Commissions for Qualified Deal Management. “Qualified Deal Referral” means (a) an individual or prospect: (i) that is not a current Network member or prospect of Outworkers at the time of the referral; (ii) with whom you have materially interacted or discussed the opportunity within thirty (30) days prior to the referral; and (iii) that has been referred to Outworkers as a result of your Deal Management Services performed in compliance with all of the terms of this TOS. “Qualified Managed Deal” means (a) an individual: (i) that is a current Network member (or applying to be one) of Outworkers at the time the management services are performed (ii) that you manage in connection with your Deal Management Services in compliance with all of the terms of this TOS. For a period of one (1) year from the date the Qualified Deal Referral or Qualified Managed Deal applies to become a member of the Network (the “Applicable Time Period”), Outworkers shall pay you a “Deal Sales Fee”, which shall be an amount equal to the percentage applicable to the particular Deal Management Service performed, as set forth in the Services (documented on the “Payments” page of your account on the Site, which amount may be modified at any time in Outworkers’s sole discretion) of the Deal Net Revenue (as defined below) received from sale of the Developer Services performed in such Qualified Managed Deal or Qualified Deal Referral during the Applicable Time Period. For purposes hereof, “Deal Net Revenue” shall mean gross revenue received by Outworkers (and not subject to refund, waiver or other contingency) for sales of Qualifying Deal Services with respect to Qualified Deal Referrals, less taxes and the compensation paid by Outworkers to such Qualified Deal Referrals or Qualified Managed Deals for performance of the Qualifying Deal Services.

4.4 In the event of refunds or other adjustments due to performance of the Developer Services to a Client, resulting in full or partial credit to a Client, Outworkers, at its option, may require either that you repay the Talent Sales Fees or Deal Sales Fees (as applicable) originally paid to you on account of the sale of such Developer Services to the applicable Qualified Referral within 30 days after notice thereof from Outworkers, or that such amount be deducted from the next Talent Sales Fees or Deal Sales Fee payment due to you. All Talent Sales Fees or Deal Sales Fees will be paid within thirty (30) days of the end of the month following Outworkers’s receipt of full payment of such Talent Net Revenue or Deal Net Revenue (as applicable) for the applicable Developer Services. You shall be responsible for all taxes associated with your Referral Services hereunder other than U.S. taxes based on Outworkers’s net income.

5 General Conditions/ Access and Use of the Service.

5.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Outworkers. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Outworkers provides you or publishes in connection with the Service, and you shall promptly notify Outworkers if you learn of a security breach related to the Service.

5.2 You agree not to access the Service by any means other than through the interface that is provided by Outworkers for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Outworkers or any third party is granted to you in connection with the Service.

5.3 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).

5.4 You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account. Outworkers reserves the right to access your Account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Outworkers a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Outworkers has the right, but not the obligation, to monitor the Service, Content and Your Content. You further agree that Outworkers may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

5.5 You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Outworkers’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Outworkers will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

5.6 You shall be responsible for maintaining the security of your Account and passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account with or without your knowledge or consent.

5.7 The failure of Outworkers to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Outworkers, even though it is electronic and is not physically signed by you and Outworkers, and it governs your use of the Service.

5.8 Subject to the terms hereof, Outworkers may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.

6 Representations and Warranties. You represent and warrant to Outworkers that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Outworkers to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Outworkers’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

6.1 Additional Warranties. Developer further represents, warrants and covenants that: (i) the Developer Services will be performed in a professional and workmanlike manner and that none of such Developer Services nor any part of this TOS is or will be inconsistent with any obligation Developer may have to others; (ii) all work under this TOS shall be Developer’s original work and none of the Developer Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Developer); (iii) Developer has the full right to allow it to provide Outworkers with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this TOS); (iv) Developer shall comply with all applicable laws and Outworkers’s and each Client’s safety rules in the course of performing the Developer Services; and (v) if Developer’s work requires a license, Developer has obtained that license and the license is in full force and effect.

7 Termination. If either party breaches a material provision of this TOS, the other party may terminate this TOS upon ten (10) days’ notice, unless the breach is cured within the notice period. Outworkers also may terminate this TOS immediately at any time (or Developer’s services for any Client), with or without cause, upon notice, but, if (and only if) such termination is without cause, Outworkers shall upon such termination pay Developer all unpaid, undisputed amounts due for the Developer Services completed prior to notice of such termination. Developer may terminate this agreement at any time, with or without cause, upon thirty (30) days’ notice. Outworkers reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Outworkers upon any termination of your Account in its sole discretion. The terms of Sections 3.2 (subject to the limitations in Section 3.2.2) and 5-17 shall survive termination of this TOS.

8 WARRANTY DISCLAIMER.

8.1 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Outworkers or by third-party providers, or because of other causes beyond our reasonable control, but Outworkers shall endeavor to provide advance notice of any scheduled service disruption.

8.2 THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Outworkers EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Outworkers DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Outworkers OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

9 LIMITATION OF LIABILITY.

9.1 EXCEPT FOR BODILY INJURY OF A PERSON, Outworkers WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID TO YOU BY Outworkers IN THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE, OR, IF NO FEES WERE PAID, £100.

9.2 Some states do not allow thxe exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, Outworkers’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10 Indemnification. You shall defend, indemnify, and hold harmless Outworkers from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any action or inaction by or for or on behalf of Developer, any of Your Content, or your other access, contribution to, use or misuse of the Service. Outworkers shall provide notice to you of any such claim, suit or demand. Outworkers reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Outworkers’s defense of such matter.

11 Arbitration. At Outworkers’s or your election, all disputes, claims, or controversies arising out of or relating to this TOS or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this TOS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in this TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

12 Assignment. You may not assign this TOS without the prior written consent of Outworkers, but Outworkers may assign or transfer this TOS, in whole or in part, without restriction.

13 Relationship of the Parties. Notwithstanding any provision hereof, Developer is an independent contractor and is not an employee, agent, partner or joint venturer of Outworkers and shall not bind nor attempt to bind Outworkers to any contract. Developer shall accept any directions issued by Outworkers pertaining to the goals to be attained and the results to be achieved by Developer, but Developer shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Developer shall not be eligible to participate in any of Outworkers’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Outworkers shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Developer. Developer shall comply at Developer’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Developer will ensure that its employees, contractors and others involved in the Developer Services, if any, are bound in writing to the foregoing, and to all of Developer’s obligations under any provision of this TOS for Outworkers’s benefit (and Developer agrees to provide verification of the foregoing, upon Outworkers’s request) and Developer will be responsible for any noncompliance by them. Developer agrees to indemnify Outworkers from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing.

14 Miscellaneous. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Any breach of Section 3 or 6.1 will cause irreparable harm to Outworkers for which damages would not be an adequate remedy, and therefore, Outworkers will be entitled to injunctive relief with respect thereto in addition to any other remedies. Both parties agree that this TOS, together with any written agreement signed by both parties, is the complete and exclusive statement of the mutual understanding of the parties with respect to the subject matter of this TOS; to the extent there is any conflict between this TOS and such executed agreement, this TOS shall govern unless such executed agreement explicitly states that it shall govern. Both parties agree that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In the event of a conflict between this TOS and the Individual Developer Consulting Agreement, the Individual Developer Consulting Agreement will govern. All notices to Outworkers under this TOS will be in writing (e.g., by email) and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by Outworkers to the email or mailing address associated with your account.

15 Governing Law. This TOS shall be governed by the laws of the United Kingdom without regard to the principles of conflicts of law. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.