WorkMarket Terms Of Use Agreement For Users

WorkMarket, Inc. ("WorkMarket") allows individuals and entities to access and use the WorkMarket Platform ("WorkMarket Platform") under this Terms of Use Agreement (this "Agreement"). The WorkMarket Platform includes all application programming interfaces ("APIs") and all applications and communication tools provided by WorkMarket. All individuals and entities that access the WorkMarket Platform to manage labor services ("Clients") and all individuals and entities that access the WorkMarket Platform to provide labor services ("Workers") are collectively referred to as "Users". A User may be a Client, a Worker, or both. By accessing or using the WorkMarket 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:

1. Nature of the Platform

WorkMarket is a software company that has created a proprietary electronic platform to connect Clients and Workers for the purposes of performing work assignments ("Assignments"). The WorkMarket 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 WorkMarket 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. WorkMarket does not provide services through Workers and does not employ any Workers in any country. Workers that provide services to Clients are doing so as independent contractors in the country where the Worker is domiciled. No Worker will perform services through the WorkMarket Platform outside of the country where that Worker is domiciled. WorkMarket's role consists solely of providing access to and use of the WorkMarket Platform to all Users and WorkMarket is not a party to any interactions between a Client and a Worker. Except to the extent, if any, that WorkMarket serves as a communications platform between Clients and Workers and disburses payments from Clients to Workers, WorkMarket does not take part in the interaction between Clients and Workers. WorkMarket does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Assignment delivered by Workers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. WorkMarket makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested, undertaken and/or provided by Users.

2. Eligibility, Representations and Warranties

By registering to use, and by accessing and using, the WorkMarket 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 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 the WorkMarket Platform for the intended uses of the WorkMarket Platform described herein;
  4. you will not directly or indirectly solicit, recruit or engage as employees or independent contractors any Clients, Workers, 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 engage independent contractors;
  5. for the duration of your registration on the WorkMarket Platform and for a period of two years thereafter (or, if such time period is too long to be enforceable in your jurisdiction, the longest period of time that is enforceable), you will not contact or solicit any User for the purpose of circumventing the services available through the WorkMarket Platform;
  6. you have and will maintain, at all times, adequate insurance coverage (including general liability coverage and Workers' compensation coverage) as required by applicable law;
  7. you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile;
  8. if you accept an Assignment, you are performing that work as an independent contractor;
  9. you are free from control and direction of any other User when performing an Assignment; and
  10. you are customarily engaged in an independently established trade, occupation or business that is similar to the service you provide in an Assignment.

3. User Account

WorkMarket shall have the right to terminate your ability to access and use the WorkMarket Platform, including closing your Account, in accordance with the community guidelines located here: https://workmarket.zendesk.com/hc/en-us/articles/219151517-Community-Guidelines-for-Companies, for any reason or no reason, at any time without notice.

At your request, WorkMarket will close your Account by disabling all future use of such Account. However, you understand and agree that WorkMarket may retain any information associated with your Account to the extent that WorkMarket 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.

4. Proprietary Platform and Intellectual Property Rights

The WorkMarket Platform is proprietary to WorkMarket. Except with respect to content uploaded to the WorkMarket Platform by you ("User Content"), as between you and WorkMarket, WorkMarket (or its licensors or affiliates) has sole and complete ownership of the WorkMarket 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 WorkMarket Platform, without the prior written consent of WorkMarket; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the WorkMarket Platform without prior written consent from WorkMarket; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the WorkMarket Platform; (4) injure the WorkMarket Platform in any way, including through the creation or deployment of any virus or corrupted data or copying the WorkMarket website or hindering the functioning of the WorkMarket Platform, or (5) use any trademarks, logos or service marks owned by WorkMarket, its licensors, or affiliates ("Marks") for any purpose including, but not limited to use as "hot links"or meta tags in other pages or sites on the World Wide Web, without the written permission of WorkMarket or such third party that may own the Mark. Questions concerning trademarks should be directed to [email protected]. Subject to your agreement with and continued compliance with this Agreement, WorkMarket hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the WorkMarket Platform that you are authorized and eligible to use and access. This limited license is revocable by WorkMarket at any time without notice and with or without cause. All rights not expressly granted by the WorkMarket are reserved.

You hereby grant WorkMarket 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 User Content for any purpose in connection with the WorkMarket Platform. WorkMarket 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 WorkMarket for its internal business purposes, including without limitation for research and marketing, product enhancement and statistical analysis. You agree that WorkMarket will or may access your location via your mobile device and provide such information to actual or potential Clients and other Users of the WorkMarket Platform.

WorkMarket 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 WorkMarket Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for WorkMarket or its Users, or (3) may cause WorkMarket to be in breach of its agreements with third-party service providers, including its internet service providers.

You consent that WorkMarket may share the information in your account with any other User who has added you to their network on WorkMarket.

5. Third Party Vendors

As a service to its Users, the WorkMarket Platform includes links to vendors that provide various services including, but not limited to, 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. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act and agree to comply with any additional terms of service required by such vendors. WorkMarket does not require such information with respect to any User, and does not control (and shall not be liable for) how a Client may use or disclose such information included in User profiles. WorkMarket expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the WorkMarket 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 and is done at your sole risk. By using services provided by such vendors on the WorkMarket Platform you hereby consent to have your pass or fail status visible on your WorkMarket profile. WorkMarket expressly disclaims any and all liability for the release of such information in your User profile, or for any other User's reliance on such self-reported User information, and you expressly release WorkMarket for any liability associated with such posting and reliance.

By submitting the background check information, you affirm that all of the information in your application is correct, complete, and applicable to you. You understand that WorkMarket may review this report and that WorkMarket retains the right to remove your profile and account from the WorkMarket site based on this report subject to any applicable laws. You hereby consent, if the results of your report are "CLEAR", to the automatic, public release of your report's results. If the results of your report are "CLEAR"or if you decide to share this report publicly after receiving results that are not "CLEAR", you understand that the information in this report may factor into other party's decisions to engage you as a provider. You agree to indemnify and hold harmless WorkMarket from any loss or liability that may result from your sharing this report publicly.

6. No Warranty

WorkMarket 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. WorkMarket cannot and does not guarantee verification of each User's identity and/or the information contained in any User profile, the suitability of any Worker 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. WorkMarket's website may contain links to websites operated by third parties: These links are for convenience only and WorkMarket is not responsible for their content, privacy policies nor is the link an endorsement of any linked material or any services which you may obtain from such third parties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WORKMARKET 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 WORKMARKET PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. WORKMARKET 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.

7. Covenant Not to Sue

You acknowledge and agree that WorkMarket shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Worker'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 WorkMarket, 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.

8. Legal Compliance

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

9. Fairness; Responsible Communications and Representations

The WorkMarket Platform is designed to be an interactive platform between Users. When using the WorkMarket 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 WorkMarket 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.

10. Assignments and Payments

The Client will post an Assignment with a specific payment in United States (U.S.) dollars. 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, unless otherwise communicated to Worker. The Client may select the Workers that may view such Assignment. Any selected Worker may apply for 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 Worker and do not involve WorkMarket in any way. It is in a Worker's sole discretion to accept an Assignment under terms acceptable to such Worker. Except as set forth below, once a Worker accepts, or applies and is accepted for, an Assignment, such Worker may not reassign the Assignment to any other person or entity. Notwithstanding the foregoing, a Worker may reassign the Assignment if such Worker is an Administrator or Team Agent and the Administrator or Team Agent may reassign an accepted Assignment to an Internal User that is on its Account. Once a Client engages a specific Worker to complete an Assignment, such Client may not engage anyone else to complete such Assignment. WorkMarket will act as the payment agent between the Client and the Worker for all completed and approved Assignments (defined below) whereby WorkMarket will transfer funds for such Assignments from the Client to the Worker. An "Approved Assignment"shall be constituted where both the Worker and Client have agreed that the work stipulated in the Assignment has been done to their mutual satisfaction. At the point of an Approved Assignment the Client is obligated to pay the Worker for such Approved Assignment. Both the Worker and WorkMarket have the right to pursue a claim against the Client for failure to make payment on an Approved Assignment. WorkMarket will not be responsible for payment to a Worker in cases where Client has not made funds available to WorkMarket in the amounts owed with respect to an Approved Assignment. Neither the Client nor WorkMarket will be responsible for reimbursing Workers for expenses incurred while engaged in the performance of any Assignment, except if agreed to by the Worker and the Client. Workers are not considered the owner of the funds in their account that they receive from Approved Assignments until there is a validated taxpayer identification number ("TIN") on file with WorkMarket.

The Client agrees to pay to WorkMarket a Fee (as defined below, if applicable) for software services which WorkMarket 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 WorkMarket when the Client submits payment to the Worker. WorkMarket's standard Fee is ten percent of the payment stipulated in an Assignment. WorkMarket has the right to pursue a claim against the Client for its Fee, including in the case of a Client's failure to submit payment to the Worker for an Approved Assignment such that WorkMarket can deduct its Fee.

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

11. Managing Funds

WorkMarket provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the WorkMarket Platform. You hereby authorize WorkMarket to take action on your behalf in order to add or withdraw funds from the third-party accounts you provide. 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. WorkMarket 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 WorkMarket is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to WorkMarket. For your convenience, WorkMarket 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 WorkMarket Platform if you have been found to violate this Agreement. WorkMarket may restrict your ability to withdraw or add funds to your WorkMarket Accounts at any time and for any reason. If you fund your Account or use payment services on the WorkMarket Platform, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the WorkMarket Platform. If your funding or withdrawal requests are returned due to any error on your part, WorkMarket may charge you an additional fee until you rectify the error.

12. FastFunds

You may elect to have your payment for Approved Assignments accelerated through the FastFunds service. FastFunds is voluntary, and you do not have to elect this service to receive payment for your Approved Assignments. FastFunds payments will be made directly to your User Account by WorkMarket, and not by the Client. By electing to receive an accelerated payment for an Approved Assignment through the FastFunds service, you sell and transfer to WorkMarket, all right, title and interest in and to any payment due you from the Client for such Approved Assignment.

A FastFunds payment is not a loan and is limited to the amount due for an Approved Assignment, minus applicable fees. Your right to receive and retain FastFunds disbursements is not contingent on whether the Client ultimately pays WorkMarket for an Approved Assignment. If you elect FastFunds for an Approved Assignment, and the Client does not pay WorkMarket for that assignment, WorkMarket will not attempt to collect or otherwise recoup a FastFunds payment from you.

WorkMarket will charge a fee for the FastFunds service. While payment to you for an Approved Assignment should be faster if you use FastFunds, you will receive a smaller overall payment amount. Please allow up to 1 business day for FastFunds payment to be made to you.

13. Taxes and Reporting

You are responsible for payment and reporting of any taxes related to your usage of the WorkMarket Platform. WorkMarket 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 WorkMarket 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 WorkMarket. Other Users will not be able to withdraw funds from their WorkMarket 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. Each User's IRS Form 1099-MISC will be available after its publication in the User's Account. Users agree that WorkMarket shall provide the information on the User's IRS Form W-9 to any Client that has paid the User for an Assignment. WorkMarket may also provide an annual report on the User's taxable income generated, during the most recent calendar tax year, on the WorkMarket Platform. Once the IRS Form 1099-MISC or any other applicable tax form is published in the User's Account, the User may download it at any time.

In certain cases, and solely at WorkMarket's discretion, WorkMarket'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 Worker directly by RES or its affiliates, as a courtesy to the Client. WorkMarket may charge an additional Fee for the Vendor of Record service. WorkMarket reserves the right to assign the Vendor of Record service to a third party. In all other cases, WorkMarket will act as the paying agent for the Client in the Client's engagement with the Worker. As paying agent, WorkMarket may, in WorkMarket's sole discretion, issue the IRS Form 1099-MISC, under IRS guidelines to the Worker under the Client's TIN.

14. Liability Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE WORKMARKET, 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 WORKMARKET PLATFORM PAYMENTS DUE TO YOU FROM A CLIENT 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 ยง1542 (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."

15. Independent Contractor Status and Relationship of the Parties

The relationship between WorkMarket and the User is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any matter whatsoever. The User hereby acknowledges and agrees that the WorkMarket Platform is intended for use solely by Users who can appropriately enter into independent contractor relationships with Workers or Clients, as applicable, for assignments in accordance with applicable law. The Client acknowledges and agrees that WorkMarket does not guarantee that any Worker is an independent contractor of Client, and Client is solely responsible for determining whether, in any particular case, a Worker can lawfully be engaged by Client as an independent contractor. WorkMarket is not responsible for and shall not be liable to any other party for such determination. Client furthermore represents that each Worker who performs an Assignment will be doing so as an independent contractor, unless otherwise agreed to by the Client and Worker.

The Worker agrees that as an independent contractor, the Worker is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of completing the Assignment and that there shall be no reimbursement by WorkMarket for any materials, supplies, equipment or operating costs The Worker agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of WorkMarket or the Client. In the event that a dispute arises as to the status of Worker as an independent contractor, or as to any rights or benefits from Client to which Worker may claim to be entitled, Client and Worker, and not WorkMarket, are responsible for resolving such disputes.

16. Confidentiality

All Confidential Information (defined below) which a User might obtain or gain access to as a result of a User's usage of the WorkMarket Platform and/or during the course of Assignments will remain the exclusive and confidential property of WorkMarket and its affiliates. "Confidential Information"includes but is not limited to all trade secrets, processes, proprietary data and documentation and any pricing and product information, the terms of this Agreement, and any other information that is confidential or proprietary provided by WorkMarket to User for use in connection with this Agreement, the WorkMarket Platform, or any Assignment. User will not disclose to any third party the Confidential Information and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information as it uses with respect to its own confidential information.

17. Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that WorkMarket provides in connection with your Account and your use of the WorkMarket Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to WorkMarket agreements or policies; transaction receipts or confirmations; Account statements and history; and any other information related to any other Account or your transactions on the WorkMarket Platform.) WorkMarket will provide these Communications to you by posting them on the WorkMarket website or emailing them to you via the email information provided in your Account.

18. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey, USA, and applicable federal laws without regard to conflicts of law principles. User agrees that any and all proceedings relating to this site and the subject matter contained herein shall be maintained in the courts of the State of New Jersey or the federal district courts sitting in New Jersey, which courts shall have exclusive jurisdiction for such purpose. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE.

19. Indemnification and Limitation of Liability

You agree that WorkMarket shall not be responsible for, and you shall indemnify, defend and hold harmless WorkMarket, 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 (1) User Content, (2) access or use of the WorkMarket Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party, including intellectual property rights, or of any law, statute, ordinance or regulation.

UNDER NO CIRCUMSTANCES SHALL WORKMARKET BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING BUT NOT LIMITED TO ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF WORKMARKET WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Force Majeure

In the event that WorkMarket's delivery of its services (including the availability of the WorkMarket 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 WorkMarket's reasonable control, WorkMarket 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.

21. Assignment

WorkMarket 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 WorkMarket'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.

22. 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.

23. Notices

Please address all legal notices to

ADP, LLC

400 W. Covina Boulevard, San Dimas, California 91773

Attn: Legal Department or to any other address a party may identify in writing from time to time.

A copy (which shall not constitute notice) of all such notices shall be sent to ADP at:

One ADP Boulevard, MS 425, Roseland, New Jersey 07068, Attention: General Counsel

Notice shall be deemed received on the first business day following receipt. Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation thereof.

24. Entire Agreement

This Agreement, the Privacy Statement, and any attachments or amendments thereto contains the entire agreement between you and WorkMarket 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 WorkMarket and you.

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

25. Modifications to Agreement

WorkMarket may make modifications, deletions and/or additions to this Agreement ("Changes") at any time. Changes will be effective: (1) thirty (30) days after WorkMarket provides notice of the Changes, whether such notice is provided through the WorkMarket Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (2) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.