This User Agreement (this "Agreement") is a contract between you ("you" or "User") and mooViPro Corporation ("mooViPro", "we," or "us") and, to the extent expressly stated in this Agreement, any of our Affiliates. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.mooViPro.com and all affiliated websites owned and operated by us or our Affiliates (collectively, the "Site") and all services that are accessible through the Site ("Site Services"), except the Freelancer Services, whether provided by us or our affiliates. To the extent permitted by applicable law, mooViPro may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and polices linked from https://www.mooViPro.com/info/terms or elsewhere on the Site, as such agreements and policies may be modified by mooViPro from time to time in our sole discretion (collectively, the "Terms of Service"). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control. Capitalized terms defined throughout this Agreement and in Section 23 (Definitions).

1. DIGITAL SIGNATURE

By registering for your mooViPro account on the Site (an "Account"), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to California Civil Code § 1633.8 and the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement

2. CONSENT TO USE ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

2.1 Your Consent and Your Right to Withdraw Consent

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 You Must Keep Your Email Address Current With Us

In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.

2.3 Hardware and Software You Will Need.

To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version," we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement electronically, you represent that (a) you have read and understand this consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified above; and (c) your consent will remain in effect until you withdraw your consent as specified above.

3. MOOVIPRO ACCOUNTS

3.1 Account Eligibility

To use certain Site Services, you must register for an Account. MooViPro offers the Site Services for your business purposes, and not for personal, household, or consumer use. If you accept and/or bid on any independent contractor work, you must have, and represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, you also must agree to the terms of this Agreement. By registering for an Account, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. mooViPro reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in mooViPro's sole discretion.

You agree that you are not: (a) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.

3.2 Account Registration

You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Client Account and one Freelancer Account without express written permission from us (except that you are allowed to be an Agency Freelancer of other Accounts as provided below).

3.3 Identity Verification

When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize mooViPro, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.

3.4 Agency Accounts

You may create an account (an "Agency Account") through which other authorized Users ("Agency Members") may act on your behalf in the roles you assign. You may also grant certain account administration privileges to one or more Agency Members with account administration privileges for your Agency Account (each, a "Agency Account Administrator"). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.

You must create a new Account and profile for each Agency Member. Each Agency Member must be a real person. Each Agency Member's Account profile must contain the Agency Member's real name and comply with all Terms of Service. Agency Members' identities may be subject to verification.

You agree to grant access to the Agency Account and any related Agency Member only to Users authorized to act on your behalf and only in accordance with this Agreement. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept this Agreement on your behalf and as your legally binding obligation. You agree: (a) not to use any Account, Agency Member, username, or password of another User of the Site that you are not authorized to use, and (b) not to allow others who are not authorized to do so to use the Agency Account or any related Agency Member Account at any time.

Your Agency Account (including feedback) and username are transferable only upon mooViPro's approval, at mooViPro's sole discretion.

If your Agency Account contains Agency Members with Account profiles that violate this Agreement, it may affect your rating on the Site. Any or all Agency Member Accounts related to the Agency Account may be suspended or terminated without warning if the Agency Account or any related Agency Member's Account is suspended or terminated.

3.5 Usernames and Passwords.

When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. In addition, if you are a User who owns an Agency Account, or if you are an Agency Account Administrator, you agree to safeguard and maintain the confidentiality of all your Agency Account passwords. You authorize mooViPro to assume that any person using the Site with your username and password or your Agency Account passwords, and the username of any Agency Account added by a Agency Account Administrator (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account [or any related Agency Account or unauthorized access to your password or the password of any User of your Account [or any related Agency Account].

3.6 Feedback and Ratings

mooViPro encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that mooViPro may calculate a composite feedback number based on these individual ratings. Freelancers agree to be rated by Clients along several criteria, as determined by mooViPro. mooViPro provides its feedback and rating system as a means through which Users can express their opinions publicly, and mooViPro does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to mooViPro's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, mooViPro is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.

4 PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, mooViPro provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer, subject to the provisions set forth in Section 5 (Relationship Between Client and Freelancer). When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.

4.1 ESCROW ACCOUNTS

mooViPro, provides Escrow Services to Clients and Freelancers to deliver, hold, or receive payment for a Job, and to make payments to mooViPro. MOOVIPRO is a licensed Internet escrow agent and holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, so you agree to use the Escrow Services for business purposes and not for consumer, personal, family, or household purposes. Depending on your needs and instructions, MOOVIPRO will establish and maintain one of three different types of Escrow Accounts:
(a) Fixed Price Escrow Account. When you enter into a Service Contract for a Fixed Price Job, MOOVIPRO will establish and maintain a "Fixed Price Escrow Account" to receive, hold, and deliver payments for the Job that is the subject of that Service Contract.
(b) Freelancer Escrow Account. The first time a Freelancer uses the Site to receive payment for a Job, MOOVIPRO will establish and maintain a "Freelancer Escrow Account" for the Freelancer to receive payments for Jobs, withdraw payments, and issue refunds to Clients.
(c) \A0Client Escrow Account. The first time a Client makes a payment for a job, MOOVIPRO will establish and maintain a "Client Escrow Account" to hold funds for the Client to use to make payments for Jobs, to receive refunds from Jobs, and to make payments to mooViPro. You hereby employ, authorize, and instruct MOOVIPRO to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Job and other specified purposes (the "Escrow") in accordance with this Agreement and the applicable Escrow Instructions.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER.

5.1 Service Contracts

Client and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by Client, Client and Freelancer will be deemed to have entered into a "Service Contract" comprising the following agreements (as applicable): (1) The Fixed Price Escrow Instructions; (2) Hourly and Miscellaneous Payment Agreement with Escrow Instructions; (3) the Job terms awarded and accepted on the Site to the extent that the terms do not purport to expand mooViPro's obligations or restrict mooViPro's rights under this Agreement; and (4) any other contractual provisions accepted by both Client and Freelancer, to the extent that the provisions do not purport to expand mooViPro's obligations or restrict mooViPro's rights under this Agreement.

5.2 Payment Agreements and Escrow Instructions

Fixed Price Jobs. If a Client and a Freelancer choose fixed price compensation, then the Client and Freelancer agree that they will be bound by and MOOVIPRO will follow the Fixed Price Escrow Instructions.

Hourly Jobs or Miscellaneous Payments. If a Client and a Freelancer choose hourly compensation, and/or if the Client makes Miscellaneous payments to the Freelancer then the Client and Freelancer agree that they will be bound by and MOOVIPRO will follow the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.

6. PAYMENT TERMS.

6.1 Service Fee.

When a Client pays a Freelancer or funds related to a Job are otherwise released to a Freelancer as required by the applicable Escrow Instructions, MOOVIPRO will credit the Freelancer Escrow Account and then deducts and disburse to mooViPro a 10% Service Fee that mooViPro earns and Freelancer agrees to pay mooViPro for creating, hosting, maintaining, and providing the Site Services. If Freelancer elects disbursement in foreign currency, mooViPro adds a conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor.

6.2 Service Fee.

mooViPro does not introduce Clients to Freelancers and does not help Freelancers find Jobs. mooViPro merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, mooViPro does not charge a fee when a Freelancer finds a suitable Client or finds a Job. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 titled "Exclusivity," below.

6.3 Disbursements to Freelancers.

Under the relevant Escrow Instructions, MOOVIPRO automatically disburses funds that are payable to Freelancer under the Client-Freelancer agreement for the job (less any applicable Fees) to Freelancers (according to Freelancer's payment instructions provided to mooViPro) within ninety days after the Freelancer Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Freelancer Fees are due and payable from Client). Freelancer agrees that it will not receive interest or other earnings on the funds held by MOOVIPRO prior to disbursement to Freelancer.

For Hourly-Rate Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period. For Fixed-Price Contracts, the Freelancer Fees become payable to Freelancers following the expiration of the security period. The security period begins after Client accepts work submitted by Freelancer by clicking the Make a Payment button.

Notwithstanding any other provision of this Agreement or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, MOOVIPRO may hold the disbursement of the Freelancer Fees. Additionally, MOOVIPRO may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer's passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Freelancer's obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of this Agreement, mooViPro reserves the right to revoke the mooViPro Payment Guarantee and instruct MOOVIPRO to hold and/or reclaim from MOOVIPRO all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation).

6.4 Non-payment.

If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, mooViPro may suspend or terminate Client's Account, the processing of any additional payments, and any Freelancer Services in progress. Without limiting other available remedies, Client must pay mooViPro upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, mooViPro or MOOVIPRO, at our discretion, may set off amounts due against other amounts received from or held by mooViPro or MOOVIPRO for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.5 No Return of Funds.

Client acknowledges and agrees that MOOVIPRO will charge Client's designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client's acceptance of the Freelancer Services, and (b) for Hourly-Rate Contacts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by mooViPro and the escrow services provided by MOOVIPRO, Client agrees that once MOOVIPRO charges Client's designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that mooViPro or MOOVIPRO may dispute or appeal the chargeback and institute collection action against Client.

6.6 Formal Invoices and Taxes.

Client acknowledges and agrees that MOOVIPRO will charge Client's designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client's acceptance of the Freelancer Services, and (b) for Hourly-Rate Contacts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by mooViPro and the escrow services provided by MOOVIPRO, Client agrees that once MOOVIPRO charges Client's designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that mooViPro or MOOVIPRO may dispute or appeal the chargeback and institute collection action against Client.

6.7 Payment Methods.

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, debit cards, and PayPal.

Client hereby authorizes mooViPro and its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by mooViPro or mutually agreed to between Client and mooViPro).

When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs MOOVIPRO to charge Client's Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly-Rate Contract, Client automatically and irrevocably authorizes and instructs MOOVIPRO charge Client's Payment Method for the Freelancer Fees. MOOVIPRO and its Affiliates may, in their sole discretion deviate from the typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.

6.8 Payment Guarantee.

mooViPro guarantees payment to Freelancers working on Hourly-Rate Contracts if: (a) Client has a verified Payment Method, (b) the time represented is captured online using the mooViPro Team Software, (c) the Freelancer Services performed and recorded in the Time Log pertains directly to the Service Contract, and (d) each Time Log is annotated with descriptions of the Freelancer Services performed (the "Payment Guarantee"). mooViPro determines whether the foregoing criteria have been met at our sole discretion. Without limiting the foregoing, the Payment Guarantee does not apply to: (a) Freelancers or Service Contracts in violation of this Agreement, (b) Freelancers that do not meet the clear specifications of the Service Contract, (c) Freelancers that are aware of or complicit in another User's violation of this Agreement, or (d) suspected or actual fraudulent activities or abuse of this Payment Guarantee.

7. EXCLUSIVITY AND NON-CIRCUMVENTION.

You acknowledge and agree that a substantial portion of the compensation mooViPro receives for making the Site available to you is collected as a deduction of the Service Fee described in the foregoing subsection titled "Service Fee." mooViPro only deducts this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the "Exclusivity Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the"mooViPro Relationship"). You may opt-out of this obligation only if Client or prospective Client pays mooViPro an"Opt-Out Fee"computed to be the greater of the following amounts:

• $2,500; or

• 15% of the cost to the Client of the services to be performed in the mooViPro Relationship during the Exclusivity Period, as estimated in good faith by the prospective Client; or

• all Service Fees that would be earned by mooViPro from the mooViPro Relationship during the Exclusivity Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to mooViPro;

and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@mooViPro

Non-Circumvention.You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

• Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site

• Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.

• Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Freelancer.

You agree to notify mooViPro immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to mooViPro by sending an email message to: policy-reports@mooViPro.com.

8 SERVICE CONTRACT TERMS BETWEEN CLIENT AND FREELANCER.

Unless otherwise agreed to in a writing signed by both Client and Freelancer and except for Service Contracts classified as employment relationships, the terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Services to the Client are as set forth in this Section. Client and Freelancer may not agree to any other terms and conditions that affect the rights or responsibilities of mooViPro. mooViPro is not a party to any Service Contract between Users, except as a Third-Party Beneficiary as described further below.

8.1 Services.

Freelancer shall perform the Freelancer Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services shall be determined and controlled by Freelancer.

8.2 Agency.

Work performed under Hourly-Rate Contracts under a Freelancer's Account must be performed by the Freelancer that has the Account. If Freelancer wishes to subcontract with third parties to perform Freelancer Services on behalf of Freelancer, Freelancer represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an "Agency"). Freelancer and Agency agree and acknowledge that Agency's employees and independent contractors are not employees of mooViPro or Client. As between mooViPro and Freelancer, Freelancer agrees that mooViPro has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees and independent contractors and that mooViPro has no obligation to supervise and control them. Freelancer represents, warrants, and covenants that Agency acknowledges and agrees that: (a) Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees and independent contractors and has the sole and exclusive right to supervise and control them, and (b) neither Agency, nor any of its employees, independent contractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from mooViPro or Client.

8.3 Client Payments and Billing.

For Hourly-Rate Contracts, Client is billed for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client is billed immediately upon sending an offer.

8.4 Dispute Resolution.

You agree to abide by the Dispute Resolution Policy as stated in the Escrow Instructions that apply to your particular Service Contract.

8.5 Termination of a Service Contract.

Under Hourly-Rate Contracts, either Client or Freelancer may terminate the Service Contract at any time for any or no reason. However, Client remains obligated to pay the Freelancer Fees for any time Freelancer provided Freelancer Services prior to termination of the Hourly-Rate Contract.

For Fixed-Price Contracts, Client may terminate at any time but may not recover any payments already made, and Freelancer may terminate at any time before mooViPro charges Client's Payment Method for any Freelancer Fees. If mooViPro has charged Client's Payment Method for some or all of the Freelancer Fees under a Fixed-Price Contract, Freelancer may terminate the Fixed-Price Contract only with Client's consent or after Freelancer refunds Client's Freelancer Fees via the Site.

8.6 Intellectual Property Rights

Certain Defined Terms

The following capitalized terms have the following meanings:

"Background Technology"means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
"Client Materials"means instructions, requests, intellectual property, and any other information or materials that Client provides to Freelancer for a Service Contract.
"Invention"means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
"Work Product"means any and all work product developed by Freelancer as required to complete the Job and delivered to Client in the performance of the Job, excluding Background Technology.

Background Technology

Freelancer will disclose in the Job Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Job Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

License to Background Technology

Upon Freelancer's receipt of payment from Client, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

Client Materials

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client's written request, Freelancer shall immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer's premises, systems, or any other equipment or location otherwise under Freelancer's control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Ownership of Work Product and Intellectual Property

Upon Freelancer's receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer's receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client's ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

License to or Waiver of Other Rights

If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer's receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer's receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights.

Assistance

Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer's signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.

8.9 Worker Classification.

Client assumes all liability for determining whether Freelancers are independent contractors or employees; mooViPro disclaims any liability for such determination. This Agreement does not create a partnership or agency relationship between Client and Freelancer. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Client. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Freelancer. A Freelancer classified as independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.

For Service Contracts classified as employment relationships, Freelancer and Client will participate in the payroll program made available on the Site by a third-party provider and will enter into appropriate employment-related agreements as requested by the third-party provider or Client. For employment services, the employer of the Freelancer will be the third-party provider and not mooViPro. Freelancer is responsible for accurately recording Freelancer's work hours on the platform. By submitting a Time Log, Freelancer verifies that the hours worked are accurately recorded, including but not limited to any overtime hours.

9. Records of Compliance.

Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to mooViPro upon request. Nothing in this subsection shall be construed as requiring mooViPro to supervise or monitor Freelancer Services or a User's compliance with this Agreement, the other Terms of Service, or a Service Contract.

10. Relationship with mooViPro.

mooViPro is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection, contracting, and performance of Freelancer Services. mooViPro does not introduce Freelancers to Clients or help Freelancers find jobs. mooViPro merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. mooViPro does not, in any way, supervise, direct, or control Freelancer. mooViPro does not set Freelancer's work hours and location of work, nor is mooViPro involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. mooViPro will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. mooViPro makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer's listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

mooViPro does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer; each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer's performance, and Client's acceptance, of Freelancer Services.

mooViPro is not required to and may not verify any information given to us by Freelancers or Clients, nor does mooViPro perform background checks on Freelancers or Clients. mooViPro may provide information about a Freelancer or Client, such as a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancer or Client submits to mooViPro, and mooViPro provides such information solely for the convenience of Users and is not an introduction, endorsement, or recommendation by mooViPro.

11. Third-Party Beneficiary.

Client and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Service Contract. Client and Freelancer therefore appoint mooViPro as a third-party beneficiary of their Service Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, mooViPro by the Service Contracts. Client and Freelancer further agree that mooViPro has the right to take such actions with respect to the Service Contracts or their Accounts, including, without limitation, suspension, termination, or legal actions, as mooViPro, in our sole discretion, deems necessary.

This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and mooViPro, except and solely to the extent expressly stated in this Agreement.

12. General.

Service Contracts shall be governed by Sections 15 (Confidential Information), 12 (General), and 23 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.

12.1 Entire Agreement.

The terms and conditions set forth in this Section 12 and any additional or different terms expressly agreed by Client and Freelancer shall constitute the entire agreement and understanding of Client and Freelancer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

13. MOOVIPRO'S ROLE.

13.1 Service Contracts

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) mooViPro is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of mooViPro and that mooViPro does not, in any way, supervise, direct, or control Freelancer Services; (d) mooViPro shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) mooViPro has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) mooViPro makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and mooViPro disclaims any and all liability relating thereto.

14. LICENSES AND THIRD-PARTY CONTENT.

14.1 Site License and Proprietary Rights.

Subject to and conditioned on compliance with this Agreement, mooViPro grants you a limited license to access and, if you have created an Account, to use the Site for the purpose using the Site Services. You must not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purposes other than the purposes for which it was made available. You agree not to use the Site for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without mooViPro's prior written consent. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by mooViPro. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. mooViPro and our licensors retain all right, title, and interest in and to all Proprietary Rights related in and to the Site and the Site Services. mooViPro logos and name are trademarks of mooViPro and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of mooViPro's or any third party's Proprietary Rights, whether by estoppel, implication, or otherwise.

14.2 User Content License.

When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that mooViPro may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on mooViPro. To the extent permitted by applicable law, you also grant to mooViPro and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and mooViPro's (and our successors' and Affiliates') business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, mooViPro will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy

The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant mooViPro and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place mooViPro under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, mooViPro does not waive any rights to use similar or related ideas known or developed by mooViPro or obtained from sources other than you.

14.3 Unauthorized Access and Use; Site Interference; Malicious Software.

The Site contains robot exclusion headers You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of mooViPro and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of mooViPro or any third party.

14.4 Third-Party Verification and Monitoring.

The Site makes available various services provided by third parties to verify a User's credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of mooViPro. mooViPro neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than mooViPro's authorized employees acting in their official capacities.

14.5 Links and Applications.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that mooViPro is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.

15. CONFIDENTIAL INFORMATION.

15.1 Confidentiality.

To the extent a Client or Freelancer provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Freelancer Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Freelancer Services for the relevant Service Contract.

15.2 Return.

If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client's or Freelancer's written request (which may be made at any time at Client's or Freelancer's sole discretion), the party that received Confidential Information, shall, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.

15.3 Publication.

Without limiting subsection 15.1 (Confidentiality), Client, Freelancer, and mooViPro shall not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.

16. CONFIDENTIAL INFORMATION.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. MOOVIPRO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOOVIPRO DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST MOOVIPRO WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

17. LIMITATION OF LIABILITY.

IN NO EVENT WILL MOOVIPRO, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF MOOVIPRO, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY MOOVIPRO WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

18. RELEASE.

In addition to the recognition that mooViPro is not a party to any contract between Client and Freelancer, you hereby release mooViPro, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).

YOU HEREBY WAIVE CALIFORNIA CIVIL CODE  1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.")
This release shall not apply to a claim that mooViPro failed to meet our obligations under this Agreement.

19. INDEMNIFICATION.

You shall indemnify, defend, and hold harmless mooViPro, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of mooViPro as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) libel, violation of privacy rights, unfair competition, or infringement of Proprietary Rights or allegations thereof to the extent caused by you or your agents.

20. TERM AND TERMINATION.

This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and mooViPro agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice. If you are using mooViPro Payroll Services, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your Account is automatically terminated; however, (i) if you have any open Jobs when you terminate this Agreement you will continue to be bound by this Agreement until all such Jobs have closed; (ii) mooViPro will continue to perform those services necessary to complete any open Job or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Jobs, whichever is later, to mooViPro for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or mooViPro from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason.

Any termination of an Account will automatically lead to the termination of all related Agency Accounts, and upon any termination of an Agency Account, mooViPro may terminate any or all related Accounts and Agency Freelancer Accounts.

Without limiting mooViPro's other remedies, we may issue a warning or temporarily suspend, indefinitely suspend, or terminate your User access, Account, or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement, other parts of the Terms of Service, or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or mooViPro or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is indefinitely suspended or terminated, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without mooViPro's prior written consent. Without limiting mooViPro's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed mooViPro or our Affiliates under this Agreement, you must pay mooViPro for all fees owed to mooViPro and our Affiliates and reimburse mooViPro for all losses and costs (including any and all time of mooViPro's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

We will notify you if we cancel your Account, unless we believe, in our sole judgment, that giving notice may cause further violation or damages. However, we will notify you that your Account will be canceled if applicable law requires such notification. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows:IF MOOVIPRO SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, MOOVIPRO HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS, AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
When your Account is terminated for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, mooViPro will retain this information along with all your previous posts and proposals for a period of one year from the date of termination to give you ample time to institute an appeal our decision through the process described in the subsection titled "Disputes with mooViPro." If you appeal our decision through that process within one year, mooViPro will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, mooViPro may delete your information including data, messages, files, and other material you keep on the Site.

20.1 Enforcement of Agreement and Policies.

mooViPro has the right, but not the obligation, to suspend or terminate your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting mooViPro's other remedies, we may suspend or terminate your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or mooViPro. Once we suspend or terminate your Account, you may not access any parts of the Site, including data, messages, files, and other material saved on the Site and you may not continue to use the Site under a different Account or reregister under a new Account. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You understand that any termination of your Account may involve deletion of any content stored in your Account for which mooViPro will have no liability whatsoever.

20.2 Consequences of Termination.

Termination of this Agreement or your Account shall not relieve Client of the requirement to pay for Freelancer Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes mooViPro to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, mooViPro shall pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination [or thereafter for any Service Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows:IF MOOVIPRO SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, MOOVIPRO HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.

20.3 Survival.

Those terms that by their nature are intended to survive this Agreement shall survive this Agreement

Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows:IF MOOVIPRO SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, MOOVIPRO HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.

21. CANCELLATIONS, REFUNDS, AND DISPUTES.

21.1 Dispute Process.

You agree to abide by the Dispute Process that is explained in the Escrow Instructions that apply to your particular service contract.

If a dispute arises between you and mooViPro or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, mooViPro, and our Affiliates agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Site Services (each, a "Claim") in accordance with this Section.

21.2 Choice of Law and Forum for Disputes.

This Agreement and any controversy, dispute, or claim between User and mooViPro or our Affiliates that arises out of or relates to this Agreement (each, a "Claim"), including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.

You agree that any Claim must be resolved as described in the subsections below titled "Informal Dispute Resolution" and "Mandatory Binding Arbitration and Class Action/Jury Trial Waiver."

21.3 Informal Dispute Resolution.

Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify mooViPro of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the "Notice") and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. mooViPro will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.

21.4 Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories).

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") applies to all users except Freelancers located outside of the United States and its territories.

In the unlikely event that mooViPro is unable to resolve a Claim within 60 days of its receipt of the Notice, you, mooViPro, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at
www.jamsadr.com

A. Scope of Arbitration Agreement and Conduct of Arbitration.

Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision ("Arbitration Provision") is governed by the United States Federal Arbitration Act (9 U.S.C.  1 et seq.). Except as otherwise stated in this Section, this Arbitration Provision applies to any legal dispute arising out of or related to your relationship with mooViPro (including any claimed employment with the Company or one of its Affiliates or successors) or termination of your relationship with mooViPro, regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with mooViPro ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Section, you and mooViPro agree that any legal dispute or controversy covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability or breach of this Arbitration Provision, will be resolved by binding arbitration administered by JAMS. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims or disputes by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for "JAMS Comprehensive Arbitration Rules and Procedures" or "JAMS Employment Arbitration Rules." The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

Except as it otherwise provides, this Arbitration Provision applies, without limitation, to all disputes arising out of or related to your relationship with mooViPro or the termination of that relationship, any payments you claim due you from mooViPro, trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with mooViPro or the termination of that relationship.

You and mooViPro will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is already pending in a state or federal court as of the effective date of this Arbitration Provision. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or mooViPro may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. Notwithstanding this Arbitration Provision, you and mooViPro retain the right to bring an action in small claims court within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court.

Regardless of any other terms of this Arbitration Provision, a claim may be brought before and remedies awarded by an administrative agency if applicable law permits the agency to adjudicate the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.

Disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision.

B. Enforcement of this Arbitration Provision.

This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and mooViPro agree that this Arbitration Provision is otherwise silent as to any party's ability to bring a class, collective or representative action in arbitration.

C. Class Action and Jury Trial Waiver.

THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND MOOVIPRO AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING ("CLASS ACTION WAIVER"). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. YOU AND MOOVIPRO AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, THE COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.

D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.

You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying mooViPro in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to mooViPro at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

22. GENERAL.

22.1 Entire Agreement.

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

22.2 Side Agreements.

Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand mooViPro's obligations or restrict mooViPro's rights under this Agreement.

22.3 Compliance.

Compliance.22.4 Modifications.