Work Market Terms of Use Agreement For Users

Work Market, Inc. (“Work Market”) allows individuals and entities to access and use the Work Market Platform under this Terms of Use Agreement (this “Agreement”). The Work Market Platform includes all websites associated with Work Market (including all domains and sub-domains of www.workmarket.com), all application programming interfaces (APIs), and all applications and communication tools provided by Work Market. All individuals and entities that access the Work Market Platform to manage labor services (“Clients”) and all individuals and entities that access the Work Market Platform to provide labor services (“Resources”) are collectively referred to as “Users”. A User may be a Client or a Resource, or both. By accessing or using the Work Market Platform, you become a User and you and any organization you are authorized to represent hereunder (collectively “you”) accept the terms and conditions of this Agreement and agree as follows:

Nature of the Platform

Work Market is a software company that has created a proprietary electronic platform to connect Users. The Work Market Platform is a venue that creates efficiencies in managing and delivering labor and services by allowing Users to match their respective needs. The initial User that creates an account on the Work Market Platform (“Account”) is initially designated as the administrator of such Account (“Administrator”). Such Administrator may invite or add additional Users who are his/her or his/her organization’s employees reported to the Internal Revenue Service (IRS) on Form W-2 (“Internal Users”) to such Account and assign such Internal Users various roles and permissions within such Account. The User profiles of such Administrator and any applicable Internal Users are grouped together in the applicable Account. No User may have a profile in more than one Account. Work Market is not a service company providing services through Resources and does not employ any Resources in any country. Resources that provide services to Clients are doing so as independent contractors in the country where the Resource is domiciled. No Resource will perform services through the Work Market Platform outside of the country where that Resource is domiciled. Work Market solely provides the Work Market Platform to all Users and is not a party to any interactions between a Client and a Resource.

Eligibility, Representations and Warranties

By registering to use, and by using the Work Market Platform, you represent, warrant, and covenant that

  1. you (if you are an individual) are at least 18 years of age, can form legally-binding contracts, and (if applicable) are the authorized representative of the entity that is entering into this Agreement;
  2. your agreement to and performance under this Agreement, including any Assignments (as defined below) that you accept, do not and will not violate any other agreement to which you are a party;
  3. you will only register to use, and use the Work Market Platform, for the intended uses of the Work Market Platform described herein;
  4. you will not directly or indirectly solicit, recruit or engage as employees or contractors any Clients, Resources, or other User’s Internal Users, including by using any other electronic platform that seeks to connect independent contractors with companies or individuals looking to hire independent contractors;
  5. you will not contact or solicit any User for the purpose of circumventing the services available through the Work Market Platform for the duration such User is registered on the Work Market Platform and for a period of two years thereafter;
  6. you will pay Work Market a fee of 25% of the first-year annual salary of any person that you hire as a full-time employee that you were introduced to through the Work Market Platform;
  7. you have and will maintain, at all times, adequate insurance coverage (including general liability coverage and workers’ compensation coverage) as required by applicable law in the appropriate jurisdictions;
  8. you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile; and
  9. if you accept an Assignment, from another company on the Work Market Platform, you are performing that work as an independent contractor; and
  10. you are free from control and direction when performing an Assignment; and
  11. you are customarily engaged in an independently established trade, occupation or business that is similar to the service you provide in an Assignment.

User Account

Work Market shall have the right to terminate your ability to access and use the Work Market Platform, including closing your Account, for any reason or no reason, at any time without notice.

At your request, Work Market will close your Account by disabling all future use of such Account. However, you understand and agree that Work Market may retain any information associated with your Account to the extent that Work Market is required to retain such information as required by applicable law or to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.

Proprietary Platform and Intellectual Property Rights

The Work Market Platform is proprietary to Work Market. Except with respect to User Content, as between you and Work Market, Work Market has sole and complete ownership of the Work Market Platform, all content thereon and all intellectual property rights therein. As such, you will not (1) create or operate any platform, site or business that is based in whole or in part on the processes or content on the Work Market Platform, without the prior written consent of Work Market; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the Work Market Platform without prior written consent from Work Market; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the Work Market Platform; or (4) injure the Work Market Platform in any way, including through the creation or deployment of any virus or corrupted data or copying the Work Market website or hindering the functioning of the Work Market Platform. Subject to your agreement with and continued compliance with this Agreement, Work Market hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the Work Market Platform that you are authorized and eligible to use and access. This limited license is revocable by Work Market at any time without notice and with or without cause. All rights not expressly granted by the Work Market are reserved.

You hereby grant Work Market a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your Content for any purpose in connection with the Work Market Platform. Work Market has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to Work Market for research and marketing, product enhancement and statistical analysis. Work Market has the right to access your location via your mobile device and provide such information to other Users of the Work Market Platform.

Work Market has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the Work Market Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for Work Market or its Users, or (3) may cause Work Market to be in breach of its agreements with third-party service providers, including its internet service providers.

Work Market may share the information in your account with any other User who has added you to their network on Work Market.

Third Party Vendors

As a service to its Users, the Work Market Platform includes links to vendors that provide consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire and include in his or her User profile. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act. Work Market does not require such information with respect to any User, and all such information included in User profiles is self-reported. Work Market expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the Work Market Platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance. Work Market expressly disclaims any and all liability for a User’s posting of such information in his or her User profile, or for any other User’s reliance on such self-reported User information, and you expressly release Work Market for any liability associated with such posting and reliance.

No Warranty

Work Market does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. Work Market cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Resource to fulfill its obligations under an Assignment, or the ability or willingness of any Client to fulfill its obligations with respect to an Assignment including that Client’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any other User and that User’s suitability with respect to an Assignment including such User’s ability to provide payment in a timely manner. Work Market’s website may contain links to websites operated by third parties: These links are for convenience only and Work Market is not responsible for their content, privacy policies nor is the link an endorsement of any linked material. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WORK MARKET PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE WORK MARKET PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. WORK MARKET HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Covenant Not to Sue & Limitation of Liability

You acknowledge and agree that Work Market shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Resource’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against Work Market, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User

IN NO EVENT WILL WORK MARKET BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE WORK MARKET PLATFORM OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF WORK MARKET, THAT WORK MARKET’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY WORK MARKET FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.

Legal Compliance

You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, discrimination and other individual rights in using the Work Market Platform. You may not post content on or communicate through the Work Market website in violation of any applicable law, nor to require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.

Fairness; Responsible Communications and Representations

The Work Market Platform is designed to be an interactive platform between Users. When using the Work Market Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the Work Market Platform shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.

Assignments and Payments

The Client will post an Assignment with a specific payment in United States (U.S.) dollars associated with the satisfactory completion of the work stipulated in such Assignment. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments. The Client may select the Resources that may view such Assignment. Any selected Resource may choose to accept or reject such Assignment, negotiate the payment for the work in such Assignment, or negotiate the timing and means in which the work is completed. All negotiations are between the Client and the Resource and do not involve Work Market in any way. It is in a Resource’s sole discretion to accept an Assignment under terms acceptable to such Resource. Except as set forth below, once a Resource accepts, or applies and is accepted for, an Assignment, such Resource may not reassign the Assignment to any other person or entity, whether on the Work Market Platform or not and such Resource agrees to directly perform the work stipulated in the Assignment to the satisfaction of the Client. Once a Client engages a specific Resource to complete an Assignment, such Client may not engage anyone else to complete such Assignment. Notwithstanding the foregoing, a Resource may reassign the work if such Resource is an Administrator and the Administrator may reassign an accepted Assignment to an Internal User that is on its Account. Work Market will act as the payment agent between the Client and the Resource for all Closed Assignments (where both the Resource and Client have agreed that the work stipulated has been done to their mutual satisfaction), whereby Work Market will transfer funds for such Closed Assignments from the Client to the Resource. At the point of a Closed Assignment the Client is obligated to pay the Resource for the Closed Assignment. Both the Resource and Work Market have the right to pursue a claim against the Client for failure to make payment on a Closed Assignment. Work Market will not be responsible for payment to the applicable Resource in cases where Client has not made funds available to Work Market in the amounts owed with respect to such Closed Assignments. Neither Client nor Work Market will reimburse Resources for expenses incurred while engaged in the performance of any Assignment, except for those enumerated by Resources in the Assignment and agreed to by the applicable Client. Resources are not considered the owner of the funds in their account that they receive from Closed Assignments until there is a validated TIN on file with Work Market.

The Client agrees to pay to Work Market a Fee (as defined below) for software services which Work Market renders in the United States of America. A “Fee” shall be a percentage of the payment stipulated in the Assignment. Such Fee shall be earned by Work Market when the Client submits payment to the Resource for a Closed Assignment. Work Market’s standard charge to Clients is ten percent of the payment stipulated in an Assignment.

Work Market reserves the right to change the Fees charged to Users at any time. Work Market’s changes are effective immediately upon their inclusion in the Assignment forms. Work Market may in its sole discretion change some or all of its services at any time, with or without notice. In the event that Work Market introduces a new service, the fees for such service will be posted on the Work Market website and effective at the launch of such service.

Assignments and Representations of Capabilities

Offers of work, issued through the Work Market Platform, that include a description of the services needed, a broad time when the services can be performed, a location where the services is to be rendered, in exchange for specified payment are hereinafter referred to as “€œAssignmets”. Clients shall communicate Assignments in clear, simple language and with sufficient specificity to enable Resources to make informed decisions about whether or not to accept the Assignment. Clients shall provide a description, instructions and attach documents where necessary, as well as scheduling location and pricing information. A Client may create a test, survey, group, Assignment or other content for Resources and in which event the Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered.

Resources shall provide adequate information about their capabilities to perform the Assignment requested. Resources will accept only those Assignments that they are capable of completing in a timely fashion and in accordance with the Assignment specifications.

In the event that a User must cancel an Assignment, such User will contact any affected User as soon as possible. Additionally, such canceling User may be subject to a cancellation fee and/or other sanctions as determined appropriate by the User who sent the affected Assignment.

Managing Funds

Work Market provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the Work Market Platform. You hereby authorize Work Market to take action on your behalf in order to add or withdraw funds from the third-party accounts you provided. In order to withdraw funds you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (ACH) system. Work Market may provide additional withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is withdrawing funds. If you intend to make payments using a credit card, you shall submit a credit card authorization with your initial payment. If Work Market is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to Work Market. For your convenience, Work Market may use this authorization to allow you to charge your card for future services. You will lose all title to funds that you have earned through the Work Market Platform if you have been found to violate this Agreement. Work Market may restrict your ability to withdraw or add funds to your Work Market Accounts at any time and for any reason. If you fund your Account or use payment services on the Work Market Platform, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the Work Market Platform. If your funding or withdrawal requests are returned due to any error on your part, Work Market may charge you $10 per day until you rectify the error.

Taxes and Reporting

You are responsible for payment and reporting of any taxes related to your usage of the Work Market Platform. Work Market is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-8.

Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their Work Market Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with Work Market. Other Users will not be able to withdraw funds from their Work Market Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Users agree to accept electronic delivery of their IRS Form 1099-MISC or any other government’s tax forms. Work Market may prepare tax documents for Users from time to time in its sole discretion. Each User’s IRS Form 1099-MISC, or other tax documents will be available after its publication in the User’s Account. Users agree that Work Market shall provide the information on the User’s IRS Form W-9 to any Client that has paid the User for an Assignment. Work Market may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the Work Market Platform. Once the IRS Form 1099-MISC or any other tax form is published in the User’s Account, the User may download it at any time. Work Market will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.

If the Resource files an incorrect unemployment claim against Work Market or another User or End Customer, Work Market may suspend Resource’s Account until such unemployment claim is dropped. If any judicial or taxing authority informs Work Market of any outstanding tax liens, judgments, wage garnishments, or other such claim on the Resource’s earnings, Work Market will turn over all funds necessary to satisfy such claims.

In certain cases, and solely at Work Market’s discretion,Work Market’s subsidiary, Resource Enterprise Services LLC, (“RES”) will act as the “Vendor of Record“ whereby the IRS Form 1099-MISC will be issued, under the guidelines of the appropriate taxing authority, to the Resource directly by RES or its affiliates. In cases where RES is the Vendor of Record, RES will provide general liability and professional liability coverage for the work being performed and Users are prohibited from sending Assignments that involve any work that has an above average potential to cause harm to the person performing the task, including involving heavy equipment, ladders, work on elevated surfaces, hazardous material or any unsafe environment. Work Market will charge an additional Fee for the Vendor or Records service. Work Market reserves the right to assign the Vendor of Record service to a third party. In all other cases Work Market will act as the paying agent for the Client in the Client’s engagement with the Resource. As paying agent, Work Market may, in Work Market’s sole discretion, issue the IRS Form 1099-MISC or other tax documents, under the guidelines of the appropriate taxing authority, to the Resource under the Client’s TIN in the appropriate taxing jurisdiction.

Dispute Resolution

In the event of any dispute between you and Work Market that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in New York City, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of New York shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE WORK MARKET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE WORK MARKET PLATFORM OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving Work Market in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above. All Users agree that they will not seek any form of support from Work Market, including without limitation, subpoenas for documents or witness testimony.

Independent Contractor Status and Relationship of the Parties

All parties to this Agreement are independent contractors and not joint venturers, franchisors or franchisees, partners, employees, agents or brokers of Work Market or any Clients they perform Assignments for or the recipient of the services on an Assignment (the “End Customer”). Resources represent and acknowledge that they are not employees of Work Market, any Client they perform Assignments for or the End Customer. Resources are and shall identify themselves as independent contractors to any third party. As an independent contractor, the Resource represents that the Resource is an independently-established business which shall be treated as an independent contractor and not as an employee, partner or agent or joint venturer for federal, state, municipal, provincial, territorial and local tax purposes and for all other purposes. As independent contractors, Resources are solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any workers’ compensation contributions for itself and any of its employees. Resources will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, Resources bear all of the costs and risks of operating their own business including risks of loss. Resources agree to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Resources retain the right to provide services to other Users as well as entities not on the Work Market Platform.

As an independent contractor, the Resource has the right to:

  • determine the manner in which the work stipulated in an Assignment will be performed subject to Client specifications and standards;
  • determine when the work will be performed;
  • determine what tools or equipment to use;
  • reject any Assignment;
  • determine where to purchase supplies and services;
  • determine what work must be performed by a specified individual consistent with the Assignment; and
  • be free from control and direction in how they perform the work in an Assignment; and
  • perform work for any Client on the Work Market Platform as well as performing work for any other company whether on the Work Market Platform or not; and
  • determine what order or sequence to follow in performing the work.

The Resource agrees that as an independent contractor, the Resource is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by Work Market or the Client, except for those enumerated by Resources in the Assignment and agreed to by the applicable Client. The Resource agrees that in performing any services secured through the Work Market Platform, the Resources will be acting in the ordinary course of the Resource’s own business. The Resource agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of Work Market or the Client.

Non-Disclosure and Non-Circumvent

You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the Work Market Platform. All information regarding an Assignment between the Resource and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. You will not disclose any Proprietary Information to any person or entity other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment for the Client, a Resource will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Resource agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Resource or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Resource only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment.

Resources understand and agree that the Assignment generated by a Client is between the Resource performing the service and the Client procuring that service. Unless the End Customer is also the User procuring the service, the Resource agrees that the only communication with the End Customer is to schedule and confirm appointments (if requested in the Assignment) and to deliver the service. Resources are prohibited from directly or indirectly contacting End Customers after the completion of the service and shall not circumvent the Client or Work Market in any way. For example, Resources may not leave business cards, flyers, website addresses or other contact information with any End Customer.

Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Work Market provides in connection with your Account and your use of the Work Market Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to Work Market agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements Work Market is required to make available to you; and any other information related to any other Account or your transactions on the Work Market Platform.) Work Market will provide these Communications to you by posting them on the Work Market website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need the following computer hardware and software: a computer with an Internet connection; a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 8.0 and above, Firefox version 2.0 and above, Chrome version 4.0 and above, or Safari 3.0 and above) with cookies enabled; Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format; a valid email address (your primary email address on file with Work Market); and sufficient storage space to save past Communications or an installed printer to print them. Work Market will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from Work Market by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us at “Attn: Electronic Communications Delivery Policy, 20 West 20th Street, Suite 402, New York, NY 10011”. If you fail to provide or if you withdraw your consent to receive Communications electronically, Work Market reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but Work Market will send your Form 1099-MISCs to you by U.S. mail. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication Work Market previously sent you, you may request a copy within 180 Days after the date Work Market provided the Communication to you by contacting us as described above. Work Market will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your Work Market Account Profile. If you request paper copies, you understand and agree that Work Market may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your primary email address up to date so that Work Market can communicate with you electronically. You understand and agree that if Work Market sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Work Market will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Work Market to your email address book so that you will be able to receive the Communications Work Market sends to you. You can update your primary email address or street address at any time by logging into the Work Market website. If your email address becomes invalid such that electronic Communications sent to you by Work Market are returned, Work Market may deem your Account to be inactive, and you will not be able to transact any activity using your Work Market Account until Work Market receives a valid, working primary email address from you.

Indemnification

You agree that Work Market shall not be responsible for, and you shall indemnify, defend and hold harmless Work Market, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your or another User's (1) Content, (2) access or use of the Work Market Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party or of any law, statute, ordinance or regulation.

Force Majeure

In the event that Work Market’s delivery of its services (including the availability of the Work Market Platform) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond Work Market’s reasonable control, Work Market shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.

Assignment

Work Market has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without Work Market’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.

Voluntary Agreement

You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.

Notice

Please address all legal notices to Jeffrey Wald, Chief Operating Officer, Work Market, Inc. via email at jwald@workmarket.com.

Validity

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Interpretation

As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.

Entire Agreement

This Agreement contains the entire agreement between you and Work Market with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between Work Market and you.

Notwithstanding the above and for the avoidance of doubt, any independent Subscription Agreement or Non-Disclosure Agreement entered into by you and Work Market shall govern to the extent that there is a conflict between this Agreement and any such Subscription Agreement or Non-Disclosure Agreement.

Modifications to Agreement

Work Market may modify the terms of this Agreement from time to time. By continuing to access and use the Work Market Platform after such modifications, you acknowledge your acceptance of the modified Agreement.

Last updated August 26, 2013