WorkMarket Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between ADP, Inc. and its affiliate WorkMarket, Inc. (collectively referred to herein as “WorkMarket”, “we”, “us” and “our”), on the one hand, and you (“you” or “User”). These Terms govern your use of the WorkMarket website, mobile application, and technology platform (collectively, the “WorkMarket Platform”) and any content or services provided by or on behalf of WorkMarket on or in connection with the WorkMarket Platform (collectively, the “WorkMarket Services”). You acknowledge that you read and understood the Terms, and you agree to be bound by the Terms, the Privacy Statement, the WorkMarket Community Guidelines, and other WorkMarket policies referenced herein (collectively, the “Agreement”). “You” in these Terms refers to, as applicable, (a) you, an individual user, (b) you, a company or other entity, and (c) any other company or entity personnel accessing or using the WorkMarket Platform on the company’s or other entity’s behalf.

By accessing or using the WorkMarket Platform, you confirm your agreement to be bound by these Terms, and you agree to not knowingly circumvent, evade or fail to comply with all applicable Terms to the extent that they apply to you. You may use the WorkMarket Platform only if you can form legally binding contracts under applicable law and either have reached the age of majority or legal age in your jurisdiction (generally 18 or older) or are not an individual natural person. The WorkMarket Platform is not directed to children under age 18, and WorkMarket does not knowingly collect personal information from such children. If you are under 18 years of age or the legal age of majority in your jurisdiction, your parent or guardian must agree to these Terms on your behalf. If you do not agree to these Terms, you shall not access or use the WorkMarket Platform. WorkMarket reserves the right in its sole discretion to change, modify, add, or remove portions of these Terms at any time by posting amended Terms to the WorkMarket Platform. Please check these Terms and any policies periodically for changes. Your continued use of the WorkMarket Platform after the changes become effective constitutes your binding acceptance of such changes. Amended Terms will automatically be effective upon the earlier of your first use of the WorkMarket Platform after such amended Terms are initially posted on the WorkMarket Platform and thirty (30) days after such amended Terms are first posted on the WorkMarket Platform.

1. NATURE OF THE PLATFORM

The WorkMarket Platform is a platform that allows Users that provide services (“Independent Worker(s)”) and Users seeking services (“Client(s)”) to interact and arrange for an Independent Worker to complete a work assignment for a Client (an “Assignment”). Clients may use the WorkMarket Platform in accordance with the Terms to help manage Client’s contingent workforce, post available Assignments, communicate with Independent Workers, engage Independent Workers to complete Assignments, pay Independent Workers, and interact with its Client Internal Users regarding tasks. Independent Workers may use the WorkMarket Platform in accordance with the Terms to find available Assignments, communicate with Clients regarding Assignments, and receive payments from Clients. Services that Independent Workers perform for a Client in connection with an Assignment are referred to as “Independent Worker Services”. WorkMarket does not provide services through Independent Workers or employ Independent Workers, and Independent Workers do not provide services to WorkMarket or on WorkMarket’s behalf to customers or Clients. WorkMarket is not responsible for any of the acts or performance of any User or any Independent Worker Services.

2. PLATFORM USE

Subject to the Terms and your ongoing compliance with the Terms, WorkMarket hereby grants you a limited, non-exclusive, non-sublicensable, revocable, terminable, non-transferrable license to use the WorkMarket Platform solely for your internal purposes in accordance with these Terms. By using the WorkMarket Platform, you represent and warrant that: (a) you will only use the WorkMarket Platform and Account for business purposes and will not use the WorkMarket Platform or Account for personal, family, household, or consumer purposes; (b) your agreement to the Terms and your use of and activities related to the WorkMarket Platform and any Assignment do not violate any agreement to which you are a party, or any third-party’s right to the Independent Worker’s Services provided or produced for a Client; (c) you will comply with all laws, regulations, and licensing requirements applicable to your use of the WorkMarket Platform and Assignments; and (d) you will only use the WorkMarket Platform for the intended uses set forth in these Terms. Your use of the WorkMarket Platform will comply with the instructions and policies established by WorkMarket from time to time and communicated to you. Certain functionality and services related to the WorkMarket Platform may be subject to additional terms and conditions specified by WorkMarket from time to time, and your use of such functionality and services is subject to such additional terms and conditions. WorkMarket may in its sole discretion change some or all of the WorkMarket Platform and its services at any time, with or without notice.

You will abide by all applicable laws, statutes, orders, ordinances, licensing and professional requirements, and regulations, including laws governing speech (e.g., defamation), employment, copyright, personal privacy, confidentiality, and other individual rights in using the WorkMarket Platform. You agree not to require other Users to violate any law or agreement applicable to such User, including any confidentiality or non-disclosure agreement. In connection with your use of the WorkMarket Platform, you will conduct your business with applicable high ethical and professional standards and fairness, treat and communicate with other Users in a respectful and professional manner, and not communicate on or through the WorkMarket Platform in any unlawful, defamatory, offensive, threatening or harassing manner.

3. ACCOUNTS

To access and use certain parts and functionality of the WorkMarket Platform, you must register for an account on the WorkMarket Platform (“Account”). If you create an Account as an employee, independent contractor, or agent on behalf of a legal entity, you represent and warrant that you are authorized to enter into binding agreements on behalf of you and such entity and bind such entity to the Terms. Notwithstanding anything to the contrary contained in the Terms or a Client Services Agreement, WorkMarket reserves the right to reject the creation of any Account and to suspend or terminate any Account if a User associated with such Account breaches these Terms, the Community Guidelines, or any policy referenced herein. When you create an Account, you will be asked to submit certain information about you. You agree that the information you provide in connection with such registration is correct, complete and current, and if any such information changes, you will promptly update such information in your Account.

You will not allow or request any other person to create an Account for you or on your behalf, except that an authorized employee or agent of an entity may create an Account on behalf of such entity. By granting other Users permissions under your Account, you represent and warrant that such User is authorized to act on your behalf, and you are fully responsible and liable for such User’s actions and omissions in connection with the WorkMarket Platform and Assignments, including making payments resulting from such Users’ use of the WorkMarket Platform, obligations related to Independent Worker Service Agreements created by such User, and such User’s compliance with the Terms. Upon termination of your Account or your access to the WorkMarket Platform, WorkMarket may close any or all Accounts with permissions granted under the terminated Account.

In connection with creating an Account, you may be required to select a username, password, or other authenticating credentials (“User Credentials”). You are fully responsible for maintaining the confidentiality and security of your User Credentials, and you will not use the same password as part of your User Credentials used on any other website and you will not share your User Credentials with any Unauthorized Third Parties or any other unauthorized person. An “Unauthorized Third Party” refers to any third party or business that seeks to access or accesses the WorkMarket Platform or any sites or systems of WorkMarket or its affiliates using your User Credentials, regardless of the their purported consent, in order to access, copy or obtain information of WorkMarket or its affiliates, whether such information is accessed, copied or obtained by an automated data gathering program or by other means, including data scrapers, data aggregators and any third parties seeking to monetize data obtained from WorkMarket or its affiliates without WorkMarket’s express consent. You authorize WorkMarket to assume that any person accessing the WorkMarket Platform with your User Credentials is either you or authorized to act for you. If you become aware of or suspect any unauthorized access to or use of your Account or User Credentials, you will immediately notify WorkMarket of such unauthorized access or use. WorkMarket may suspend your access to and use of the WorkMarket Platform, without notice, if any unauthorized disclosure or use or security breach is suspected.

4. ACCOUNT TYPES

A. Client Accounts. Entities that wish to obtain or manage services may create a Client Account. Clients may invite or add (1) employees of Client that are reported to the Internal Revenue Service (“IRS”) on Form W-2 or (2) Authorized Client MSPs (as defined below) (collectively, “Client Internal Users”) in connection with such Client Account. Client may create Client Internal User accounts and assign Client Internal Users various roles and permissions to act on behalf of such Client Account. Subject to Section 4.E.2, Client Internal Users are not considered Independent Workers under these Terms.
B. Independent Worker Accounts. Individuals and entities that wish to provide services to or receive payment from a Client may create an Independent Worker Account. Independent Worker Accounts include Vendor Accounts.

C. Vendors. “Vendors” are entities that utilize their own employees reported to the IRS on Form W-2 (“Vendor Internal Users”) to perform services and complete Assignments for Clients on behalf of such Vendor entity. Vendors may create Vendor Accounts and assign Vendor Internal Users various roles and permissions to act on behalf of the Vendor.

D. Authorized MSPs. WorkMarket may, in its sole discretion, permit Client to use certain of Client’s managed service providers approved by WorkMarket (“Authorized MSPs”) to use employees or independent contractors of the Authorized Client MSP that the Authorized Client MSP reports to the IRS on Form W-2 (“Authorized MSP Internal Users”) to complete tasks on the WorkMarket platform for Client and create a Client Internal User accounts for such Client.

E. Internal Users and Internal User Providers.

• Clients, Vendors, and Authorized MSPs are collectively referred to as “Internal User Providers”, and Client Internal User, Vendor Internal Users, and Authorized MSP Internal Users are collectively referred to as “Internal Users”. An Internal User Provider remains fully responsible for, and assumes all liability for, its Internal Users’ compliance with the Terms and actions and omissions in connection with the WorkMarket Platform. Internal Users and Internal User Providers understand and agree that: (a) the Internal User Provider is solely responsible for paying Internal Users for work performed for Internal User Provider and such payments will not be made through the WorkMarket Platform; (b) WorkMarket is not a party to any agreement between, and does not set any contract terms between, Internal Users and Internal User Providers, (c) WorkMarket has no liability or obligations related to activities performed by any Internal User or Internal User Provider; (d) WorkMarket does not supervise, direct, or control Internal Users or Internal User Providers; (e) WorkMarket does not provide any Internal User or Internal User Provider with training or any equipment, labor, tools materials, or location to perform services; (f) Internal User Provider assumes all liability for, and is solely responsible for, the classification of Internal Users as employees or independent contractors of the Internal User Provider or Client; and (g) WorkMarket makes no commitment or representation regarding any Internal User or Internal User Provider, including any Internal Users’ qualifications or abilities and Internal User Provider’s ability to pay the Internal User.

• If an Internal User uses the WorkMarket Platform for any purpose other than to perform tasks for the relevant Internal User Provider, including to interact with or complete Assignments for any Client other than the Internal User Provider, then such User will not be considered an Internal User of the Internal User Provider in connection with such use not performing tasks for the Internal User Provider, and such User acknowledges and agrees that (a) the Terms apply to such User directly, and not the Internal User Provider, (b) such User will comply with all User obligations under the Terms, (c) such User is fully responsible for its actions, omissions and obligations in connection with such use of the WorkMarket Platform, and (d) such User will not breach any agreement such User has with the Internal User Provider.

5. ASSIGNMENTS

A Client may post available Assignments on the WorkMarket Platform, and Client may match to Independent Workers that may view such Assignment. Any Independent Worker matched with a Client retains the right to accept such Assignments and negotiate the payment, timing, and manner by which the Independent Worker completes the work for such Assignments.

Independent Workers are solely responsible for and have the sole right to determine which Assignments they accept or reject; the time, place, manner, and means of providing the Independent Worker Services; the type of services they provide; and the price they charge for any Independent Worker Services. All negotiations related thereto are between the Client and the Independent Worker and do not involve WorkMarket in any way. WorkMarket does not in any way provide or guarantee Independent Workers a regular salary or any minimum regular payment. Neither Client nor WorkMarket will be required to reimburse Independent Workers for expenses incurred while performing any Assignment, except to the extent Client otherwise expressly agrees to do so in negotiations with Independent Workers. Independent Workers are solely responsible for obtaining any liability, health, workers compensation, disability, unemployment and other insurance benefits needed, desired, or required by law, and Independent Workers are not covered by or eligible for any insurance or employee benefits from or through WorkMarket. Independent Workers acknowledge and agree that WorkMarket will not provide Independent Workers with any employee benefits, insurance coverage, reimbursement for any expenses, or payment of any monies in connection with any Assignments or other work provided by Independent Workers. WorkMarket does not supervise, direct, or control any Independent Worker or Independent Worker Services; does not impose any quality standards or deadline for completing any Independent Worker Services; does not dictate the performance, methods, or processes Independent Workers use to perform services; and does not provide Independent Workers with training, equipment, labor, tools, materials, locations, facilities, or premises in connection with any Assignment or Independent Worker Services. WorkMarket does not retain the right to control Independent Workers’ profits or losses. WorkMarket does not prohibit Independent Workers from performing the same or similar services for other companies, Clients, or customers. Independent Worker represents and warrants that Independent Worker performs services outside the business of the WorkMarket platform business and also that Independent Worker is engaged in an independently established trade, occupation, profession, or business.

With respect to each Assignment performed by an Independent Worker, the Independent Worker represents and covenants that the Independent Worker: (a) possess the skills, experience, and expertise and good character described in such Independent Worker Account; (b) has and will maintain at all times any insurance coverage (including general liability) required by applicable law; (c) will perform the Independent Worker Services as an independent contractor of Client; and (d) is customarily engaged in an independently established trade, occupation, or business that is similar to the Independent Worker Services for such Assignment.

6. WORKER SERVICE AGREEMENTS

Client and Independent Workers may enter into agreements in connection with an Assignment or other agreement for Client to pay Independent Worker (“Independent Worker Service Agreement”). Client and Independent Workers are solely responsible for determining whether to enter into an Independent Worker Service Agreement and the terms of any Independent Worker Service Agreement; provided, however any Independent Worker Service Agreement shall not conflict with, narrow, or expand WorkMarket rights and obligations under these Terms. WorkMarket may, in its sole discretion, make sample terms available for Users as a sample for reference only. Any such sample terms are not legal advice, Users are under no obligation to use the sample terms, and WorkMarket assumes no responsibility or liability in connection with any use of such sample terms, and WorkMarket makes no representation or warranty regarding such sample terms.

WorkMarket is not liable for, and has no obligation for, any acts, errors or omissions by any User, including in connection with any Assignment or Independent Worker Service Agreement. Users are solely responsible for evaluating and determining the suitability and qualifications of any other User and any Assignment. WorkMarket makes no commitments regarding, and WorkMarket is not responsible for, the quality or legality of any Independent Worker Services, a Client’s ability to pay for Independent Worker Services, or any User’s ability to complete or accept any Assignment.

7. OWNERSHIP; PROPRIETARY RIGHTS

This Agreement provides only a limited ability for Users to use the WorkMarket Platform in accordance with the Terms. WorkMarket transfers no ownership or intellectual property rights, interest, or title in and to the WorkMarket Platform, including software, programs, products, information, documentation, content, images, text, graphics, user interfaces, logos, trademarks associated with the WorkMarket Platform (“WorkMarket Content”). All WorkMarket Content, and all copyrights, trademarks, trade secrets, patents, and other intellectual property rights therein (“Intellectual Property Rights”), is owned, controlled by, or licensed by WorkMarket, its affiliates, and/or licensors. WorkMarket, the WorkMarket logo, and all other marks are proprietary trademarks of WorkMarket, and any use of such marks without WorkMarket’s prior written permission is prohibited. Other company, product, and service names on the WorkMarket Platform may be trademarks owned by third parties. All rights not expressly granted to you under these Terms are reserved by WorkMarket or its licensors. You agree that WorkMarket has the right to use, collect, extract, compile, synthesize and analyze your information in an aggregated, anonymized form, such that you may not be identified, and you will have no ownership interest in such aggregated, anonymized data.

You agree that you will not (and will not attempt to) directly or indirectly: (a) sell, license, modify, distribute, copy, transmit, or create derivative works from the WorkMarket Content or any content on the WorkMarket Platform; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying structure, ideas, algorithm, or method of operation of the WorkMarket Platform or any WorkMarket Content; (c) access or use the WorkMarket Platform by scripts, scraping tools, or automated services; (d) compromise, violate, or impair the security, stability, or user experience of the WorkMarket Platform, or network security; or (e) circumvent, disable, or otherwise interfere with security measures used by the WorkMarket Platform. You may choose, or we may invite you, to submit comments, ideas, or feedback about the WorkMarket Platform, including about how to improve the WorkMarket Platform or services provided by WorkMarket. By submitting such comments, ideas, or feedback, you agree that your disclosure is without restriction, and that WorkMarket is free to use and act thereon without any compensation, approval, or consideration to you, and to disclose such comments, ideas, and feedback on a non-confidential basis or otherwise.

8. USER CONTENT.

Any content that a User submits, posts, displays, or otherwise makes available on the WorkMarket Platform is referred to as “User Content”. As between you and WorkMarket, you retain ownership of your User Content. You hereby grant WorkMarket a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, sell, prepare derivative works from, and distribute all User Content and any Intellectual Property Rights therein that you post or submit to the WorkMarket Platform for the purposes of operating the WorkMarket Platform, improving the WorkMarket Platform, developing new products and services, publishing such User Content, and for any other purpose on or in connection with the WorkMarket Platform. You understand and agree that the WorkMarket Platform is a public platform and other users may search for, see, use, and re-post User Content that you make publicly available through the WorkMarket Platform.

You represent and warrant that: (a) you own or have any required rights to use the User Content that you submit, post, display, or otherwise make available on or through the WorkMarket Platform; (b) your User Content, and its submission and/or posting on or through the WorkMarket Platform, does not violate applicable laws or the privacy rights, publicity rights, contract rights, Intellectual Property Rights or any other rights of any other person or entity; and (c) your submission, posting, and/or display of User Content on or through the WorkMarket Platform does not result in any breach of contract between you and any third party. WorkMarket takes no responsibility and assumes no liability for any User Content that you or any User or third party posts or sends using the WorkMarket Platform, and you are solely responsible for your User Content and the consequences of posting and/or displaying it. You agree to not post any User Content that is unlawful, fraudulent, discriminatory, sexually explicit, obscene, libelous, defamatory, harassing, abusive, otherwise unlawful, or that contains sexual, ethnic, racial or other discriminating slurs.

Content created by Users or third parties is the sole responsibility of such Users or third party, as applicable. WorkMarket has no obligation to monitor, review or inspect any User Content, and WorkMarket assumes no responsibility or liability which may arise from any Users’ use of User Content. Notwithstanding the foregoing, WorkMarket reserves the right to block or remove User Content at any time in its sole discretion. WorkMarket has the right, but not the obligation, to refuse to post, reject, eliminate or remove any User Content from the WorkMarket Platform that it, in its sole discretion, believes (a) is in violation of this Agreement, (b) may create liability for WorkMarket or its Users, or (c) may cause WorkMarket to be in breach of its agreements with third-party service providers, including its internet service providers.

Users may publish, and request for WorkMarket to display on the User’s behalf, information about a User, including feedback, ratings, and comments about other Users, and you agree that WorkMarket may make such information available to other Users. You agree not to use any such User Content in making any employment, credit, insurance or similar decisions, or for any personal, family, or household purpose. WorkMarket may share the information in your account with any other User, and WorkMarket may access your location via your mobile device and provide such information to Clients and other Users on the WorkMarket Platform.

9. RELATIONSHIP OF USERS AND WORKMARKET

Nothing in these Terms is intended to or should be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, hiring entity, or fiduciary relationship between WorkMarket and any User or between Users. Independent Workers are not employees or independent contractors of WorkMarket or its affiliates. Except for Internal Users providing services for their associated Internal User Provider, the WorkMarket Platform is intended for use by Independent Workers that can enter into independent contractor relationships with Clients for Assignments under applicable law. WorkMarket makes no commitment or representation that any Independent Worker is or will be classified as an independent contractor of Client. Users are solely responsible for determining whether any Independent Worker will be engaged as an independent contractor of Client, unless otherwise agreed to by the Client and Independent Worker. If a dispute arises as to the status of Independent Worker as an independent contractor, or as to any rights or benefits from Client to which Independent Worker may claim to be entitled, Client and Independent Worker, and not WorkMarket, are solely responsible for resolving such dispute.

10. APPROVED ASSIGNMENTS; ASSIGNMENT PAYMENTS

The Client will post an Assignment with a specific payment in United States (U.S.) dollars (“Assignment Value”) and associated payment terms. An Assignment becomes an "Approved Assignment" when the Client designates on the WorkMarket Platform that such Assignment has been completed to Client’s satisfaction. Client will pay the Independent Worker for the Approved Assignment according to the payment terms posted in the Assignment or negotiated separately with the Independent Worker. Unless the Client and Independent Worker agree to different terms. Clients and Independent Workers acknowledge and agree Client is obligated to pay the Independent Worker for an Assignment when such Assignment becomes an Approved Assignment\. The Independent Worker has all rights available under applicable law to pursue a claim against the Client for Client’s failure to pay an Independent Worker the Assignment Value for an Approved Assignment. WorkMarket will not be responsible for paying an Independent Worker if Client has not made funds available to WorkMarket for all amounts owed for an Approved Assignment.

At WorkMarket’s option upon Client’s request, WorkMarket may withhold statutory deductions, garnishments, fees, and other amounts from, or otherwise split (collectively, the “Deductions”), the Assignment Value due to an Independent Worker for an Approved Assignment, as more fully specified by Client. Client represents and warrants that: (a) Client will ensure that the Deductions comply with all applicable laws; (b) prior to instructing WorkMarket to process any Deductions, Client will obtain appropriate consent from the applicable Independent Worker; and (c) Client will not instruct WorkMarket to process any Deductions if or after an Independent Worker withdraws or modifies such consent, or if or to the extent the same would violate any applicable laws. Client acknowledges and agrees that Client (to the exclusion of WorkMarket) is solely responsible for determining the amount of all Deductions and complying with any applicable agency, court, government or other legal requirements relating to remittance or reporting of Deductions (except for 1099 services, if Client has elected to receive the same). Client will defend WorkMarket and its affiliates against any claims by Client’s Independent Workers or other third parties and will indemnify and hold WorkMarket and its affiliates harmless from any resulting damage awards or settlement amounts in any cause of action to the extent based on (i) WorkMarket’s processing of Deductions in accordance with Client’s instructions or (ii) Client’s classification of an Independent Worker. Notwithstanding anything to the contrary contained in this Agreement, the indemnity set forth in this paragraph will be an exception to, and is expressly excluded from, any applicable limitation on Client’s liability. Independent Worker acknowledges and agrees that: (y) WorkMarket may process Deductions in accordance with the applicable Client’s instructions, and WorkMarket will not be liable to an Independent Worker for the same; and (z) Client (to the exclusion of WorkMarket) will be solely responsible for obtaining any applicable consent from the Independent Worker for such Deductions. For the avoidance of doubt, Deductions will be processed for the convenience of Client’s Independent Workers, and the term “Deductions” is used solely for ease of reference and is not meant to indicate or imply an employer/employee relationship.

11. PAYMENTS UNRELATED TO ASSIGNMENTS

Clients may use the WorkMarket Platform to pay Independent Workers for matters unrelated to Assignments (“Other Worker Payments”), and any such Other Worker Payments are made subject to these Terms.

12. CLIENT PLATFORM FEES.

Clients will pay WorkMarket a transaction fee for each Approved Assignment and Other Worker Payment (“Platform Fee”). The Platform Fee is separate from, and due in addition to, the Assignment Value that Client pays the Independent Worker for the Approved Assignment or amount paid to the Independent Worker for the Other Worker Payment. The Platform Fee for Assignments becomes due to WorkMarket upon Client’s approval of the relevant Approved Assignment and is payable on the same date that the Assignment Value is payable (for transactional Clients) or as otherwise specified in the invoice issued for the Platform Fee (for subscription Clients). The Platform Fee for Other Worker Payments is due the date Client initiates the relevant Other Worker Payment on the WorkMarket Platform. Unless otherwise agreed in writing by Client and WorkMarket, WorkMarket will specify the Platform Fee for the relevant Assignment and Other Worker Payment on the WorkMarket Platform. WorkMarket may pursue a claim against the Client for the Platform Fee. WorkMarket reserves the right to change the Platform Fee at any time, and such changes are effective immediately upon their inclusion in the Assignment forms. For the sake of clarity, Platform Fees are separate from and have no effect on the Assignment Value received by Independent Workers.

13. FUND TRANSFERS

WorkMarket provides tools that allow Users to move funds in U.S. dollars into and out of their WorkMarket Accounts on the WorkMarket Platform. You hereby authorize WorkMarket to debit or credit accounts you designate on the WorkMarket Platform. To transfer or receive funds, you may be required to provide a valid routing number and account number with a U.S. depository financial institution that participates in the Automated Clearinghouse ("ACH”) system. WorkMarket may require a User to establish a funds transfer method prior to posting any Assignment or accepting any Assignment. WorkMarket may provide additional methods for Users to transfer funds through third parties. Any fees charged by the relevant third party for such fund transfers are the sole responsibility of the User, and WorkMarket is not responsible or liable for such fees or any other fees that Users may incur in connection with moving funds into and/or out of their WorkMarket Accounts.

Solely with respect to the payment of money from Clients to Independent Workers, the Independent Worker appoints WorkMarket (or WorkMarket’s designated affiliate) as its agent to represent Independent Worker and act on its behalf. Independent Worker acknowledges and agrees that payment of money from a Client to WorkMarket (or WorkMarket’s designated affiliate) for delivery to the Independent Worker satisfies and discharges such Client’s obligations to such Independent Worker to the extent of such payment.

Fund transfers may be subject to the rules and standards of any applicable clearinghouse, payment and/or card networks, associations, or applicable third party service provider, and you agree to comply with all such rules and standards applicable to you in connection with your use of the WorkMarket Platform. Client agrees that it will not cause WorkMarket to initiate payments on behalf of any non-affiliate of Client under this Agreement unless such non-affiliate is identified in the client account agreement signed by Client. WorkMarket is not liable for any uncompleted fund transfer resulting from compliance with applicable law, a requirement of a financial institution or third party service provider, or if a financial institution fails to honor any credit or debit to or from any account.

WorkMarket may condition any User’s ability to transfer funds through the WorkMarket Platform on such User passing and continue to pass a credentialing process that WorkMarket may deem necessary. For example, users may be required to provide information regarding the Users name, address, tax identification number (“TIN”), visa or passport details, and other information to allow WorkMarket to verify the User’s identity. By providing such information and identification document(s), you are consenting to the collection, verification and storage of such identity information and documents which may occur outside of your country of residence. Without limiting the foregoing, Independent Workers must provide a valid TIN prior to transferring any funds out of the WorkMarket Platform or Independent Worker Account, and Independent Workers are not considered the owner of the funds in their Account until such a validated TIN has been received. You represent that you are not, and none of your directors, officers, agents, employees, or affiliates are, currently subject to any U.S. sanctions administered by the Office of Foreign Asset Control of the U.S. Treasury Department (“OFAC”) and are not a citizen or resident of a geographical area subject to U.S. sanctions or embargos, or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanctions rules. If any circumstances change such that the above representations are inaccurate, you will immediately cease using the WorkMarket Platform and your ability to access the WorkMarket Platform is immediately terminated.

Once WorkMarket charges or debits a User for any amounts due under these Terms, such charge or debit is non-refundable, except to the extent prohibited by applicable law. Except to the extent otherwise authorized by WorkMarket, Users agree not to ask their bank or other funds transfer provider to issue a stop payment or otherwise charge back any amounts charged or transferred pursuant to the Terms for any reason. If Client initiates a chargeback in violation of the Terms, Client agrees that WorkMarket may dispute or appeal the chargeback. If a User receives any funds from or through WorkMarket in error, such User will promptly refund such funds to WorkMarket upon the earlier of WorkMarket’s request or User’s discovery of such error. In addition, User authorizes WorkMarket to offset against amounts due and payable to such User and/or amounts held for such User by WorkMarket (or its affiliates) any amounts owing by such User to WorkMarket or its affiliates, including, without limitation, any funds erroneously received by such User.

14. FUND TRANSFER SUSPENSION

WorkMarket may restrict your ability to withdraw or add funds to your WorkMarket Accounts at any time if you breach the Terms or the Community Guidelines. Notwithstanding anything to the contrary in the Terms or a Client Services Agreement, WorkMarket in its sole discretion may refuse to transfer funds from a User Account and/or may suspend the applicable User Account(s) if WorkMarket (a) requires additional information, such as the Independent Worker’s tax information, government issued identification, or other proof of identity or address, (ii) a reasonably detailed description of the Independent Worker Services for which payment is made or requested through the WorkMarket Platform, or (iii) a reasonably detailed description of the purpose for which an Other Worker Payment is made or requested through the WorkMarket Platform, or (b) deems it necessary in connection with any investigation, applicable law, or suspected fraud.

If Client fails to timely pay any amounts due to an Independent Worker or WorkMarket, then in addition to any remedy available by law these Terms or a Client Services Agreement, WorkMarket may suspend or terminate in whole or part Client’s ability to use the WorkMarket Platform, post additional Assignments, and communicate with Independent Workers on the WorkMarket Platform, and WorkMarket reserves the right to notify Independent Workers that Client has not satisfied payment obligations to Independent Workers or WorkMarket in connection with the WorkMarket Platform.

15. MANAGING FUNDS

The WorkMarket Account is only intended for Independent Workers to store funds for short periods of time following receipt of a Client’s payment to the Independent Worker prior to Independent Worker’s transfer of such funds to Independent Worker’s bank account. WorkMarket encourages Independent Workers to promptly transfer funds in the Independent Worker’s bank account to Independent Worker’s account at a third-party bank account or other financial institution. If an Independent Worker retains any funds in Independent Worker’s WorkMarket Account, WorkMarket reserves the right to automatically transfer such funds to the Independent Worker via any established funds transfer method for such Independent Worker Account based on the length of time such funds have been in the WorkMarket Account, the value of funds in the WorkMarket Account, or any other factor.

16. FAST FUNDS

A. FastFunds Participation by Independent Workers

If you are an Independent Worker, WorkMarket may present to you the option to have your payment for certain 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 agree to sell and assign to Fifth Third Bank all right, title and interest you may have in any receivable associated with the Approved Assignment 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 Fifth Third Bank for an Approved Assignment. If you elect FastFunds for an Approved Assignment, and the Client does not pay Fifth Third Bank for that assignment, neither WorkMarket nor the Fifth Third Bank will attempt to collect or otherwise recoup a FastFunds payment from you unless you have engaged in fraud in obtaining the payment. Neither WorkMarket nor Fifth Third Bank will report any information regarding a FastFunds transaction to any credit reporting agency.

WorkMarket will assess a fee of two and one-half percent (2.5%) of the Assignment Value for providing the FastFunds service. If an Independent Worker elects to use Fast Funds, this fee will be deducted from the FastFunds payment made to you. Before you authorize a FastFunds payment for a particular Approved Assignment, you will be told the amount due for the Approved Assignment, the amount of the FastFunds fee and the amount you will receive through FastFunds. Even if you elect to participate in FastFunds, you will have the option of declining FastFunds after receiving this information. 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 one (1) business day for FastFunds payment to be made to you. Note that Clients are limited in the total dollar amount of Approved Assignments for which they may have FastFunds payments pending.

You may be able to enroll in Automatic Payment via FastFunds for all future Approved Assignments that are eligible for FastFunds subject to these Terms. If you elect to enroll in Automatic Payment via FastFunds for FastFunds-eligible Assignments, all future Assignments for FastFunds eligible Assignments Clients will be paid via FastFunds. The 2.5% FastFunds fee for FastFunds eligible Assignments will be deducted from the Assignment Value that you would have received if the Assignment were not paid via FastFunds. You may revoke Automatic FastFunds authorization for FastFunds-eligible Assignments or disable FastFunds authorization for a particular Assignment in the WorkMarket Platform.

The availability of FastFunds for any particular Approved Assignment is contingent on the Client continuing to be approved by Fifth Third Bank to participate in the FastFunds program at the time the relevant Assignment becomes an Approved Assignment. If any Assignment is not eligible for Fast Funds, you will be notified that FastFunds is not available for that payment prior to such Assignment becoming an Approved Assignment. Fifth Third Bank (itself or through its designee WorkMarket) reserves the right approve or decline, in its discretion, payment through FastFunds for any particular Approved Assignment.

To help fight terrorism funding and money laundering activities, financial institutions are required by Federal law to obtain, verify, and record information that identifies each individual or entity with whom the financial institution conducts a transaction. Independent Workers who wish to participate in FastFunds may be required to provide to Fifth Third Bank, through its agent WorkMarket, information regarding the Independent Worker’s name, address, tax identification number and other information that allows Fifth Third Bank to verify their identity. By providing such information, you are consenting to the collection, verification and storage of such information which may occur outside of your country of residence.

B. FastFunds Participation by Clients

If you are a Client, your Independent Workers may elect to sell and assign the payment due from you for an Approved Assignment to Fifth Third Bank. You agree to receive and accept notice of any such sale and assignment through the WorkMarket Platform and to make payment for the Approved Assignment in accord with the sale and assignment. You agree to make payment on assigned payments for Approved Assignments to Fifth Third Bank by the original due date for the payment. You agree not to issue a stop-payment order on any FastFunds payment. You agree not to pay an Independent Worker outside of the WorkMarket Platform unless you elect the “pay-off-platform” option at the time of job assignment, in which case the Assignment will not be eligible for FastFunds. For an invoice authorized to be paid by FastFunds, you agree not to make that payment outside of the FastFunds program.

You acknowledge that if you are late in paying any invoice assigned to Fifth Third Bank, you and your Assignments may be blocked from further participation in FastFunds until you are current on all invoices or Fifth Third Bank otherwise approves your participation.

Fifth Third Bank (itself or through its designee WorkMarket) reserves the right to approve or decline, in its discretion, payment through FastFunds for any particular Approved Assignment. Fifth Third Bank may place a limit on the maximum amount of your outstanding FastFunds payments that have been assigned to Fifth Third Bank.

To help fight terrorism funding and money laundering activities, financial institutions are required by Federal law to obtain, verify, and record information that identifies each individual or entity with whom Fifth Third Bank conducts a transaction. Clients may be required to provide to Fifth Third Bank, through its agent WorkMarket, information regarding the Client’s name, address, tax identification number and other information that allows Fifth Third Bank to verify their identity.

If WorkMarket terminates your Account or if your Account is otherwise closed or terminated, WorkMarket may allocate any funds in your WorkMarket Account in such priorities as WorkMarket may deem appropriate, including reimbursing WorkMarket for unpaid amounts owed to it or other Users.

17. TAXES AND REPORTING

Users are responsible for all applicable taxes in connection with their use of the WorkMarket Platform and as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, and any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind (“Taxes”), as well as any governmental reporting obligations related thereto. WorkMarket is not obligated to determine the applicability of any Taxes or to remit, collect or report any such Taxes. Without limiting the foregoing, WorkMarket will not withhold any Taxes or similar charges from payments to Independent Workers, and Independent Workers are responsible for determining whether Independent Worker is required to remit any Taxes or similar charges to any taxing authority and for remitting such amounts to such taxing authority.

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 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. WorkMarket may provide the information on Users' IRS Form W-8 or IRS Form W-9 to any Client that paid the User for an Assignment.

At WorkMarket’s option, WorkMarket may make services available to Clients to prepare IRS Form 1099-NEC (“1099”) for Assignments and payments made to Independent Workers through the WorkMarket Platform. WorkMarket may charge an additional fee to perform such 1099 preparation services. If Client selects for WorkMarket to provide such 1099 preparation services, WorkMarket may prepare such 1099s with Client as the issuer under the Client’s TIN and WorkMarket as the paying agent for the Client. In certain cases, and solely at WorkMarket's discretion, WorkMarket's subsidiary Resource Enterprise Services LLC may act as the "Vendor of Record" for Assignments, and 1099s for payments made on the platform may be issued to the Independent Worker directly by Resource Enterprise Services LLC or its affiliates, as a courtesy to the Client. 1099s may be distributed to Users electronically on the WorkMarket Platform, and such 1099s will be available after its publication in the User's Account. 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 1099 or any other applicable tax form is published in the User's Account, the User may download it. Notwithstanding the foregoing or anything to the contrary contained herein, WorkMarket does not issue 1099s for the following types of reportable corporate transactions: (i) attorneys' fees reported in box 1; or (ii) payments by a federal executive agency for services (vendors) reported in box 1. If your corporation engages in any of these types of transactions, you should seek additional assistance from your tax advisors.

18. THIRD PARTY SERVICES

The WorkMarket Platform may include links to third parties 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 its sole discretion and at its sole expense, elect to acquire. Such links are provided as a convenience only, and WorkMarket does not endorse any such third-party services. If you decide to access or use any third-party services, you do so at your own risk, and your use of any third-party services is governed solely by such third-party’s terms and policies. WorkMarket makes no representation regarding the quality, content, or accuracy of materials or services available through such websites and third parties, and WorkMarket shall not be responsible in any way for any damage or loss in connection with your use of or reliance on such third parties and sites. Such third party services are intended for use solely by Independent Workers and are not available to, and will not be used for or by, Client’s employees.

If WorkMarket, in its sole discretion, agrees to allow credit card payments for any such third party services and you make payment(s) using a credit card for such third party services, you will submit a credit card authorization in the format designated by WorkMarket with your initial payment, and WorkMarket may charge you for any credit card processing fees incurred by WorkMarket to process transfer(s) made by credit card. If WorkMarket is requested or is required to return funds via credit card, you will 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.

If you use any such third party websites or services, you agree to comply with all applicable laws in connection with such websites and services, including the Fair Credit Reporting Act and applicable state and local laws, and you 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 will 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. WorkMarket expressly disclaims any and all liability for the release of such information in your User profile, and 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.

19. BACKGROUND CHECKS AND DRUG TESTS

If expressly requested by an Independent Worker through a written instruction and authorization that a background check report and/or drug test be furnished by a consumer reporting agency, WorkMarket will obtain one or more consumer reports about such Independent Worker from the designated consumer reporting agency, which may take the form of a background check report (a “Background Check”) and/or drug test results (a “Drug Test”). The scope of a Background Check may include, without limitation, the following areas: public records; a Social Security number verification; driving records; military service; credentials/certifications; worker’s compensation injuries; and/or verification of prior employment and education. The scope of a Drug Test may include, without limitation, marijuana, cocaine, opiates, phencyclidine (PCP), amphetamines, benzodiazepines, and/or barbiturates. By requesting a Background Check and submitting the Background Check information, the Independent Worker affirms that all of the information in its application is correct, complete, and applicable to such Independent Worker. Each Background Check and Drug Test will be conducted pursuant to the written instructions of the Independent Worker in conjunction with the Independent Worker’s use of the WorkMarket platform. WorkMarket retains the right to remove an Independent Worker’s profile and account from the WorkMarket Platform based on the consumer report(s), Background Check results, and Drug Test results subject to any applicable laws.

Background Checks will be conducted in accordance with the background check parameters, and Drug Tests will be conducted in accordance with the drug test parameters. A determination of whether an Independent Worker has successfully completed a Background Check and/or Drug Test will be based on such parameters. Independent Workers will be notified electronically of the results of their Background Check and Drug Test, as applicable, upon completion of the same. If the Independent Worker passed the Background Check (i.e., the results reveal no records) and/or Drug Test (i.e., the Independent Worker tested negative for all panels), the Independent Worker will be given the option to display a checkmark icon and/or “Clear” badge on its WorkMarket profile with respect to the applicable requirement. If the Independent Worker did not pass the Background Check (i.e., the results revealed one or more records) or Drug Test (i.e., the Independent Worker tested positive for one or more drug panels, or the Independent Worker’s sample was too diluted to complete the test or was not provided within the required timeframe), no badge or icon will be displayed on the Independent Worker’s WorkMarket profile with respect to the applicable requirement. No badge or icon on an Independent Worker’s profile indicates that such Independent Worker has not requested a Background Check or Drug Test, has a pending Background Check or Drug Test, has not successfully completed a Background Check or Drug Test, or successfully completed a Background Check and/or Drug Test but chose not to post the results on their profile.

Undergoing a Background Check or Drug Test and displaying a Background Check and/or Drug Test badge/icon is voluntary and not required as a condition of access to or use of the WorkMarket platform. However, if an Independent Worker does not successfully complete a Background Check and Drug Test, a checkmark icon or “Clear” badge will not be displayed on its WorkMarket profile with respect to the applicable requirement, and such Independent Worker may be excluded from one or more Labor Clouds and/or excluded from eligibility for one or more Client Assignments based on Client-defined requirements (it being expressly understood that some Clients may, in their sole discretion, condition membership in a Labor Cloud, application for and/or performance of an Assignment on successful completion of a Background Check and/or Drug Test and/or display of a corresponding checkmark icon or “Clear” badge). If a Background Check or Drug Test icon or badge is displayed on an Independent Worker’s profile, it will be visible to and available for use by any and all other Users, and an Independent Worker’s consent to display the badge/icon also constitutes consent to make the badge/icon visible and available to all other Users. Independent Worker understands that the Background Check and Drug Test results, including the presence and/or absence of an icon or badge, may factor into other parties’ decisions to engage the Independent Worker as a provider. Independent Worker agrees to indemnify and hold harmless WorkMarket from any loss or liability that may result from such Independent Worker sharing its consumer report(s) and/or Background Check or Drug Test results, badge or icon publicly.

If any adverse action is to be taken against an Independent Worker based on a Background Check or Drug Test (which may include, without limitation, no display of a checkmark icon or “Clear” badge on its WorkMarket profile, exclusion from one or more Labor Clouds and/or exclusion from eligibility for one or more Client Assignments based on Client-defined requirements), such Independent Worker will be notified of the same and has the right, where applicable, to receive a free copy of the report/results from the applicable consumer reporting agency. A Summary of Your Rights Under the Fair Credit Reporting Act is available here. In addition, if an Independent Worker believes that any information contained in the consumer report it receives is inaccurate or incomplete, such Independent Worker has the right to dispute the accuracy and/or completeness of any such information with the reporting agency. Contact information for the consumer reporting agency is as follows: Sterling Infosystems Inc., 6150 Oak Tree Boulevard, Suite 490, Independence, Ohio 44131, 888-889-5248 (phone), [email protected].

20. ANTI-CIRCUMVENTION

Unless Client designated the applicable Assignment as “Pay Off Platform”, or otherwise agreed by WorkMarket, you agree not to arrange for payments for Assignments to be completed outside the WorkMarket Platform. You will not directly or indirectly solicit, recruit or engage as employees or independent contractors any Clients, Independent Workers, or other User’s Internal Users (including, without limitation, by using any other electronic platform that seeks to connect independent contractors with companies or individuals looking to engage independent contractors) in a manner to avoid Client paying Platform Fees for Assignments posted on the WorkMarket Platform. Nothing in this provision prohibits Clients and Independent Workers from directly or indirectly soliciting, recruiting or engaging as employees or independent contractors any Clients, Independent Workers, or other User’s Internal Users, for assignments not posted on the WorkMarket Platform. If, during the “Protected Period” (as defined below), a Client hires (as a full-time, part-time or seasonal employee) an Independent Worker that Client was introduced to through the WorkMarket Platform, Client will pay WorkMarket a hiring fee equal to Ten Percent (10%) of such Independent Worker’s first year total projected cash compensation (including, without limitation, base compensation, target bonus and/or signing bonus). “Protected Period” means the six (6) month period following the later of (i) the date on which Client was introduced to the applicable Independent Worker through the WorkMarket Platform and (ii) the last date the Independent Worker performed an Assignment for Client.

21. CONFIDENTIAL INFORMATION

Any Confidential Information (defined below) of WorkMarket which a User obtains, accesses or otherwise receives in connection with use of the WorkMarket Platform will remain the exclusive and confidential property of WorkMarket or its affiliates or licensors. "Confidential Information" includes 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 or a User in connection with these Terms or the WorkMarket Platform, but does not include information that (a) the recipient knows prior to its disclosure by the discloser and which is not subject to a separate binding obligation of confidentiality, (b) becomes generally available to the public, except as a result of disclosure by the recipient in violation of the Terms or any binding obligation of confidentiality or (c) becomes known to the recipient on a non-confidential basis from a source other than discloser.

The User receiving Confidential Information of WorkMarket (“Receiving User”) will protect the secrecy of such Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Further, the Receiving User will not use or disclose WorkMarket’s Confidential Information except as expressly permitted herein. On WorkMarket’s written request, Receiving User will promptly destroy or return Confidential Information and any copies thereof.

22. PERMITTED COUNTRIES

The WorkMarket Platform is not intended to be used by Clients located outside of the United States. WorkMarket makes no representations that the WorkMarket Platform is appropriate or available for use outside of the United States. Users that access or use the WorkMarket Platform from outside the United States do so at their own risk and are entirely responsible for compliance with all applicable national, state, and local laws and regulations, including export and import regulations and sanctions programs maintained by OFAC and all applicable privacy laws and regulations.

23. ELECTRONIC COMMUNICATIONS; RECORDS.

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Electronic Communications") that WorkMarket provides in connection with your Account and the WorkMarket Platform. Electronic Communications may 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 User or your transactions on the WorkMarket Platform, and WorkMarket will provide Electronic Communications to you by posting them on the WorkMarket Platform or emailing them to you via the email information provided in your Account. You accept Electronic Communications as reasonable and proper notice for the purpose of any and all laws, rules, and regulations, and you agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep. Notwithstanding the foregoing, we reserve the right to use your email address or contact you through other means such as telephone or postal mail, to communicate with you regarding the WorkMarket Platform. WorkMarket may use Users’ name, email and mailing address to provide information about products and services offered by WorkMarket.

Users will create and maintain their own records to document satisfaction of their respective obligations under the Agreement, including their respective payment obligations and compliance with employment laws. WorkMarket does not serve as Users’ record keepers, and Users are responsible for retaining copies of all documentation received from or provided to WorkMarket in connection with your use of the WorkMarket Platform to the extent required by law or User’s internal policies.

24. TERMINATION

Notwithstanding anything to the contrary contained in the Terms or a Client Services Agreement, WorkMarket may, in its sole discretion, for any or no reason, and without penalty, suspend or terminate any User Account (or any functionality related thereto) and/or your use of the WorkMarket Platform and may remove and discard all or any part of your Account, user profile, and other information, at any time. You agree that any termination of your access to the WorkMarket Platform or any Account or portion thereof may occur without prior notice, and you agree that WorkMarket will not be liable to you or any third party for any such termination. WorkMarket reserves the right to refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities. These remedies are in addition to any other remedies WorkMarket may have under the Terms, a Client Services Agreement, at law, or in equity. Your only remedy with respect to any dissatisfaction with the WorkMarket Platform, the Terms, any WorkMarket policy or practice, or any User Content or WorkMarket Content is to terminate your use of the WorkMarket Platform and your Account.

25. INDEMNITY

You agree to indemnify, defend, and hold WorkMarket, its affiliates, contractors, employees, agents, licensors, partners, successors and assigns harmless from any and all claims, actions, causes of action, suits, losses, damages, liabilities, costs and expenses (including legal fees and expenses) arising out of: (a) your use or misuse of the WorkMarket Platform, including any payment obligations or defaults; (b) User Content developed, provided or otherwise related to your use of the WorkMarket Platform; (c) your or your agents’ violation of these Terms; (d) any Independent Worker Service Agreement you enter into and Independent Worker Services you provide or receive; (e) an Independent Worker’s classification and treatment as an independent contractor; (f) any claim of employment discrimination, harassment, termination, or retaliation, and claims for unpaid wages, commissions, expenses, taxes, sick leave, vacation pay, retirement benefits, workers compensation benefits, unemployment benefits, and any other employee benefits; (g) you or your agents’ negligence, willful misconduct or fraud; or (h) you or your agents’ breach of any representation or warranty herein. WorkMarket reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify WorkMarket, and you agree to cooperate with WorkMarket's defense of these claims. WorkMarket will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

26. DISCLAIMER

YOU AGREE THAT USE OF THE WORKMARKET PLATFORM IS AT YOUR SOLE RISK. THE WORKMARKET PLATFORM IS PROVIDED BY WORKMARKET ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WORKMARKET AND ITS AFFILIATES, PARTNERS, AND LICENSORS, AND FIFTH THIRD BANK, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WORKMARKET, AND ITS AFFILIATES, PARTNERS AND LICENSORS DO NOT WARRANT THAT THE DATA, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE WORKMARKET PLATFORM OR ANY USER CONTENT OR WORKMARKET CONTENT WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. WORKMARKET, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS, AND FIFTH THIRD BANK, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT USER CONTENT OR OTHER INFORMATION AVAILABLE ON THE WORKMARKET PLATFORM. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

27. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNDER NO CIRCUMSTANCES SHALL WORKMARKET OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS, OR FIFTH THIRD BANK, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS, THE WORKMARKET PLATFORM, OR FASTFUNDS, OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE WORKMARKET PLATFORM, EVEN IF WORKMARKET OR FIFTH THIRD BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WORKMARKET'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WORKMARKET OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, SUPPLIERS, OR FIFTH THIRD BANK, BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE INDEPENDENT WORKER SERVICES OR AS A RESULT OF YOU SHARING OR ALLOWING ACCESS TO YOUR USER CREDENTIALS. IN NO EVENT WILL WORKMARKET'S OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', PARTNERS', LICENSORS’ AND SUPPLIERS', AND FIFTH THIRD BANK’S, TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WORKMARKET PLATFORM (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO WORKMARKET IN CONNECTION WITH YOUR USE OF THE WORKMARKET PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100 USD), WHICHEVER IS GREATER.

28. RELEASE

YOU HEREBY RELEASE WORKMARKET, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE WITH ANOTHER USER, WHETHER IT BE AT LAW OR IN EQUITY, THAT EXIST AS OF THE TIME YOU ENTER INTO THIS AGREEMENT. THIS RELEASE INCLUDES, FOR EXAMPLE AND WITHOUT LIMITATION, ANY DISPUTES REGARDING THE PERFORMANCE, FUNCTIONS, AND QUALITY OF THE INDEPENDENT WORKER SERVICES PROVIDED TO CLIENT BY AN INDEPENDENT WORKER, WORKER CLASSIFICATION, DRUG TESTS AND BACKGROUND CHECKS (INCLUDING ANY FAILURE OR REFUSAL OF A CLIENT TO ENGAGE AN INDEPENDENT WORKER BASED UPON THE RESULTS OF SUCH DRUG TEST OR BACKGROUND CHECK, AND/OR AN INDEPENDENT WORKER’S SHARING OF ITS CONSUMER REPORT, DRUG TEST OR BACKGROUND CHECK BADGE, ICON OR RESULTS ON THE WORKMARKET PLATFORM OR OTHERWISE). THIS RELEASE WILL NOT APPLY TO A CLAIM THAT WORKMARKET FAILED TO MEET OUR OBLIGATIONS UNDER THE TERMS OF SERVICE. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS RELEASE, AND THAT THE PARTIES HAVE READ THIS PROVISION, HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL, AND INTEND THESE CONSEQUENCES EVEN AS TO CLAIMS UNKNOWN TO THE PARTIES, BUT WHICH MAY EXIST AT THE TIME OF THIS RELEASE. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (A) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (B) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

29. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is WorkMarket’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the WorkMarket Platform infringes your copyrights, you may submit a notification to ADP, Inc.’s registered agent with the U.S. Copyright Office. Notices of claimed copyright infringement on the WorkMarket Platform should be directed to: WorkMarket Inc., One ADP Boulevard, Roseland, NJ 07068-1728, Attn: General Counsel.

30. GOVERNING LAW; JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without giving effect to its conflict of laws provisions. Any dispute that may arise between WorkMarket and any User shall be subject to the exclusive jurisdiction of the state and federal courts of New York, New York. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of New York, New York and waive any claim that any proceedings brought in such courts have been brought in an inconvenient forum. THE PARTIES HERETO IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

31. ELECTRONIC SIGNATURES

You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By assenting to the Terms or other commitments on the WorkMarket Platform, you consent to be legally bound by these Terms and to the associated obligation or commitment. Your use of a keypad, mouse or other device to select an item, button, icon or similar action, or to otherwise access or make any transaction regarding any Assignment, acknowledgement, consent to terms, disclosure or condition constitute your signature ("E-Signature") and your acceptance and agreement as if actually signed by you in writing. You agree that no certification authority or other third party verification is necessary to validate your E-Signature and the lack of such certification or third party verification will not affect the enforceability of your E-Signature or these Terms. You acknowledge that, for your records, you are able to retain Electronic Communications and these Terms by printing and/or downloading and saving the Terms, Electronic Communications, documents, or records that you agree to using your E-Signature. To use this online process and to access and retain electronic records, you will need an up-to-date internet browser; local electronic storage capacity to save the statements and/or a printer to print them; an up-to-date device (e.g. computer, smartphone, tablet, etc.) suitable for connecting to the Internet; and software that enables you to view files in the Portable Document Format (“PDF”).

32. PERSONAL DATA

“Personal Data” means any information relating to an identified or identifiable natural person whose Personal Data is Processed by WorkMarket either as a Data Processor or a Data Controller. Personal Data may also be referred to as personal information in policies and standards that implement the ADP Privacy Code for Business Data, the ADP Workplace Privacy Code (internal to WorkMarket and ADP), and/or the ADP Privacy Code for Client Data Processing Services. The WorkMarket Platform may collect Personal Data about you as part of the WorkMarket Services. By creating an Account on the WorkMarket Platform, you acknowledge and agree that other Users may search for, see, use and re-post any Personal Data that you make publicly available through the WorkMarket Platform. Clients agree to use Personal Data of Independent Workers made available through the WorkMarket Platform and/or in connection with the WorkMarket Services only in accordance with the Agreement and with any applicable laws.

33. CLIENT DATA PROCESSING AGREEMENT.

This Section 33 is a data processing agreement under Applicable Law. Capitalized terms throughout this Section 33 not defined in these Terms are defined in the Privacy Glossary at www.adp.com/-/media/adp/privacy/pdf/glossary_en.pdf; provided, however, that the relevant definitions (or equivalent terms) under Applicable Law will supersede both the Agreement and ADP Privacy Glossary terms in the event of a conflict.

PART I - GENERAL

A. Client Obligations. Client shall only provide WorkMarket with Client Personal Data that: (i) is required to perform the WorkMarket Services; (ii) has been collected in accordance with Applicable Law, including obtaining any needed consent from Client Employees, where applicable; and (c) Client has and will maintain authority to provide such data under Applicable Law.

B. WorkMarket Obligations. Client is disclosing Client Personal Data to WorkMarket only for the limited and specified business purposes as set forth in the Agreement. WorkMarket, associated statements of work and/or any subsequent amendments. WorkMarket, as a Data Processor (or equivalent term under Applicable Law), will comply with Applicable Law for Processing Client Personal Data pursuant to the Agreement. WorkMarket will not: (i) “sell” or “share” Client Personal Data; (ii) retain, use, disclose or otherwise Process Client Personal Data outside of WorkMarket’s direct business relationship with Client or for any commercial or other purpose other than the business purposes specified in the agreement(s) between Client and WorkMarket, except as permitted by Applicable Law; or (iii) combine Client Personal Data with personal data that WorkMarket receives from, or on behalf of, other persons, or collects from WorkMarket’s own interaction with a consumer, except as permitted under Applicable Law. WorkMarket will provide the same level of privacy protection for Client Personal Data as required of Client under Applicable Law. WorkMarket has the right to Process Client Personal Data in order to comply with WorkMarket’s legal obligations (e.g., compliance with sanction laws) or in order to prevent, detect or investigate fraud. WorkMarket employees, contingent workers and Subprocessors are authorized to Process Client Personal Data to the extent necessary to provide the WorkMarket Services and as permitted under the Agreement and by Applicable Law.

C. Anonymization and Aggregation. In addition to any rights granted to WorkMarket in the Agreement to use aggregated or anonymized data, WorkMarket will not attempt to, and will not, re-identify any Client Personal Data that has been “anonymized.”. For the purposes of this Section 33 and the Agreement, anonymized data (which includes de-identified data under applicable US Privacy Law(s)) means data that cannot be used to identify an individual, directly or indirectly, by any means reasonably likely to be used in accordance with Applicable Law. The process of “de-identification” under applicable US Privacy Law(s) has the same effect on Client Personal Data as anonymization. WorkMarket will implement reasonable measures to ensure that anonymized or aggregated data has no reasonably foreseeable risk of being re-identified and associated with the Client or any individual.

D. Transfers to Subprocessors. WorkMarket may transfer Client Personal Data to ADP Subprocessors and Third Party Subprocessors located outside of the country or region where Client Personal Data was initially collected (collectively “Subprocessors"). WorkMarket will establish appropriate safeguards with Subprocessors to ensure the adequate protection of Client Personal Data. Third Party Subprocessors are bound by written contracts with WorkMarket that impose data protection terms that are not less protective than those imposed by this Section 33. An up-to-date list of ADP Subprocessors and Third Party Subprocessors for the WorkMarket Services, including locations, is accessible at https://www.workmarket.com/subprocessors. Such list may be updated from time to time.

E. Compliance Obligations. WorkMarket will notify Client if WorkMarket makes a determination that it can no longer meet its Processing obligations under Applicable Law. Client may, upon providing written notice to WorkMarket, take reasonable steps to stop and remediate unauthorized Processing of Client Personal Data.

F. Client Instructions. When receiving a Client instruction regarding the Processing of Personal Data, WorkMarket will notify Client if WorkMarket considers such instruction to violate Applicable Law; however, WorkMarket is not obliged to and will not perform a legal examination with respect to a Client instruction.

G. Assistance. WorkMarket will assist Client with Client’s data privacy obligations where required under Applicable Law, including assisting Client in responding to and addressing Client Employee individual rights requests, and complaints concerning Client Personal Data Processed by WorkMarket in connection with the WorkMarket Services. WorkMarket will also provide Client with relevant information for conducting data protection impact or risk assessments, including transfer impact assessments and any other assessments or reassessments required by Applicable Law or competent regulatory authorities. WorkMarket reserves the right to charge for such assistance rendered. If WorkMarket receives an individual rights request or complaint directly from a Client Employee, ADP shall promptly forward the Client Employee request to Client.

H. Data Security. WorkMarket has an established information security program containing appropriate administrative, technical and physical measures to protect Personal Data against accidental, unlawful or unauthorized destruction, alteration, unauthorized disclosure or access consistent with Applicable Laws. Such security measures are listed at Annex 2 of the ADP Privacy Code. In the event WorkMarket suspects any unauthorized access to, or use of, the WorkMarket Services, WorkMarket may suspend access to the WorkMarket Services to the extent WorkMarket deems necessary to preserve the security of Client’s Personal Data.

I. Data Security Breach - Notification. If WorkMarket becomes aware of a Data Security Breach of Client’s Personal Data, WorkMarket will take appropriate actions to contain, investigate and mitigate the Data Security Breach. WorkMarket shall notify Client without undue delay after becoming aware that a Data Security Breach has occurred, unless otherwise required or instructed by law enforcement or regulatory authority. WorkMarket will share information in its possession with Client for Client to determine any regulatory reporting obligations required by Applicable Law.

J. Data Security Breach – Other WorkMarket Obligations. In the event that a Data Security Breach is the result of the failure of WorkMarket to comply with the terms of this Agreement, WorkMarket shall, to the extent legally required to notify the individuals, bear the actual, reasonable costs of notifying affected individuals. WorkMarket and Client shall mutually agree on the content and timing of any such notifications, in good faith and as needed to meet applicable legal requirements. In addition, where such notifications are legally required, WorkMarket shall also offer and bear the cost of one year of credit monitoring to affected individuals in the applicable jurisdictions, where such monitoring is commercially available and appropriate under the circumstances. Client shall cooperate with WorkMarket and WorkMarket’s insurance/credit monitoring provider as WorkMarket may reasonably require.

K. Client Audit. WorkMarket will answer questions asked by Client regarding the Processing of Client Personal Data by WorkMarket. In the event Client reasonably considers that the answers provided by WorkMarket justify further analysis or are necessary to demonstrate compliance with this data processing agreement, WorkMarket will:

• (a) provide security materials known as WorkMarket trust package (which includes security policy and standards overview, password summary, resiliency program summary, disaster recovery program overview, data center and hosting service summary and a third-party risk management executive summary), that details WorkMarket’s business processes and procedures for the Processing of Client Personal Data; and

• (b) where legally required under applicable Privacy Laws, if Client reasonably considers that the documents provided by WorkMarket justify further analysis, make the facilities WorkMarket uses to Process Client Personal Data available for an audit by a qualified independent third-party assessor reasonably acceptable to WorkMarket, bound by confidentiality obligations satisfactory to WorkMarket and engaged by Client. The Client will provide a copy of the audit report to WorkMarket’s Global Chief Privacy Officer which will be WorkMarket Confidential Information. Audits shall be conducted no more than once per year during the term of the Agreement during regular business hours and will be subject to (i) a written request submitted to WorkMarket at least 45 days in advance of the proposed audit date; (ii) a detailed written audit plan reviewed and approved in advance by WorkMarket’s security organization; and (iii) WorkMarket’s on-site security policies. Such audits will take place only in the presence of a representative of WorkMarket’s global security office, WorkMarket’s global data privacy & governance team, or such person designated by the appropriate WorkMarket representative. The audits shall not be permitted to disrupt WorkMarket’s Processing activities or compromise the security and confidentiality of Personal Data pertaining to other WorkMarket or ADP Clients. WorkMarket will charge Client a reasonable fee for such audit.

L. Personal Data Return and Deletion. Upon termination of the Agreement, WorkMarket shall comply with its contractual obligations regarding the return of Client Personal Data (if Client Personal Data has not been previously returned to Client, or is not otherwise accessible to Client through the relevant product functionality or features for the WorkMarket Services, such as the ability to download the Client Personal Data) and shall delete Client Personal Data in accordance with WorkMarket’s then current applicable records retention schedule. WorkMarket shall address Client’s request to delete Client Personal Data before the records retention period has ended to the extent feasible and at a reasonable cost to Client. WorkMarket may maintain Archive copies of Client Personal Data, to the extent required under Applicable Law, as authorized by Client in writing, or as needed for dispute resolution purposes

PART II - GDPR

M. Scope. This Part II applies solely with respect to Client Personal Data subject to Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (“General Data Protection Regulations” or “GDPR”) and as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR”). With respect to WorkMarket’s processing of Client Personal Data subject to GDPR and/or UK GDPR, the EU and UK Binding Corporate Rules (“BCR”) for Client Data Processing Services (the “ADP Privacy Code(s)”), located at ADP Privacy (https://www.adp.com/-/media/adp/privacy/pdf/bcrpc_en.pdf and ukbcrpc_en.pdf (adp.com)), govern(s) as applicable. EU and UK authorization of the ADP Privacy Code(s) has been obtained.

N. International Transfers. For transfers outside of the EEA, Switzerland and United Kingdom, the ADP Privacy Code serves as the legal basis for the data transfer to an ADP Group Company or between WorkMarket and an ADP Subprocessor, which the Client acknowledges and accepts. WorkMarket shall enter into appropriate contractual agreements, such as standard contractual clauses, or rely upon any other lawful transfer mechanism prior to transferring Client Personal Data to a Third Party Subprocessor or to an ADP company when the ADP Privacy Code(s) do(es) not apply.

O. Additional Subprocessor Obligations. Within 30 days of a written update (including electronic notice) by WorkMarket to Client adding a new Subprocessor, Client may object to such new Subprocessor by providing written notice to WorkMarket alleging objective justifiable grounds that such Subprocessor is unable to protect Client Personal Data. If the parties cannot reach a mutually acceptable solution, WorkMarket shall, at its option, either: (a) not allow the Subprocessor to access Client Personal Data; or (b) allow Client to terminate the WorkMarket Services in accordance with the terms of the Agreement.

P. ADP Privacy Code(s) EU and UK Authorization. WorkMarket will make commercially reasonable efforts to maintain the EU and the UK authorization of its ADP Privacy Code(s) for the duration of the Agreement and will promptly notify Client of any subsequent material changes in the EU or UK authorization of its ADP Privacy Code(s).

PART III - MISCELLANEOUS

Q. Order of Precedence. In the event of a conflict between the Agreement, this Section 33 of the Terms, the ADP Privacy Code(s) and Applicable Law, then the conflict will be resolved by giving effect to such in the following order of precedence: (a) Applicable Law; (b) the ADP Privacy Code(s); (c) this Section 33 of the Terms; and (d) the Agreement.

R. Scope. This Section 33 provides no additional rights to a Client Employee that are not already provided under the Applicable Law to which the Client Employee is subject.

34. ENROLLING INDEPENDENT WORKERS.

WorkMarket may verify Independent Worker information (including Personal Data). Prior to providing an Independent Worker's Personal Data to WorkMarket or any of its affiliates, Client shall provide such Independent Worker with the following notice that may be required under the USA Patriot Act, and obtain consent from such Independent Worker: “IMPORTANT INFORMATION ABOUT PROCEDURES FOR ENABLING PAYMENTS TO INDEPENDENT WORKERS. To help the government fight the funding of terrorism and money laundering activities, federal law may require WorkMarket to obtain, verify, and record information that identifies each person who opens a WorkMarket account. What this means for you: When you open a WorkMarket account, we may require your name, address, date of birth, social security number, tax identification number and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.” The USA Patriot Act notice may be updated from time to time by WorkMarket. Client is responsible for ensuring that any Independent Worker Personal Data provided to WorkMarket or its affiliates is accurate and complete.

35. MISCELLANEOUS.

A. Notice. Except as otherwise provided in this Agreement, any notices or other communications to WorkMarket contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery, overnight courier, or via U.S. Certified Mail, Return Receipt Requested to One ADP Boulevard, Roseland, NJ 07068 Attn: General Manager, WorkMarket, with a copy to: WorkMarket, Inc., One ADP Boulevard, Roseland, NJ 07068 Attn: General Counsel. All such notices shall be deemed given and effective on the day when delivered by overnight delivery service or certified mail.

B. Waiver. The failure of WorkMarket to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by WorkMarket.

C. Severability. If any provision of these Terms or any policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions, or the enforceability of the offending provision in any other jurisdiction.

D. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you under any circumstances, but may be assigned by WorkMarket without restriction, including by operation of law, or in connection with merger, sale of stock or assets, or change of control. Any assignment attempted to be made by you in violation of these Terms shall be void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

E. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

F. Headings; Interpretations. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used in the Terms , they shall be deemed to be followed by the phrase “without limitation”, and the word “will” shall be construed to have the same meaning and effect as “shall”.

G. No Agency. The relationship between you and WorkMarket is one of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, any such relationship.

H. No Third-Party Beneficiaries. Except as expressly provided herein, nothing in these Terms creates, or will be deemed to create, third party beneficiaries of or under these Terms.

I. Entire Agreement. Except for any signed, written services agreement between a Client and WorkMarket or its affiliate ADP, Inc. (a “Client Services Agreement”), this Agreement (i) is the entire agreement between you and WorkMarket relating to the subject matter herein, and (ii) expressly supersedes prior agreements or arrangements with you related to the WorkMarket Platform or WorkMarket services. In the event of an express conflict between the terms and conditions contained in these Terms and the terms and conditions contained in a Client Services Agreement, the terms and conditions of the Client Services Agreement will control. The Terms will not be modified except in writing, signed by both parties, or by a change to these Terms or policies made by WorkMarket as set forth in these Terms.