GOODWORK TECHNOLOGIES, INC

Platform Agreement -
Companies

This Company Platform Agreement (“Agreement”) is entered into by and between GoodWork Technologies, Inc. (“GoodWork”) and you (“Company” or “you”) for the provision of services through the GoodWork platform in accordance with the following terms and conditions.

BY CLICKING “ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED WITHIN THE AGREEMENT, INCLUDING THE POLICIES. If you are using the Platform on behalf of your employer, company, or organization (the “Organization”), you represent and warrant that you have the authority to accept this Agreement on behalf of the Organization. If you (and your Organization, if applicable) do not agree to the terms of this Agreement, GoodWork is not willing to grant any right to use or access the Platform to you. The terms “Company”, “Company’s” “you,” “your,” etc. refers to both you as an individual user and your Organization (if applicable). When used herein the term “Agreement” includes the body of this Agreement, any exhibits attached to or included with this Agreement, and GoodWork’s Privacy Policy (available at https://www.goodwork.com/privacy-policy) and Code of Conduct (available at https://www.goodwork.com/code-of-conduct) (collectively, the “Policies”). In the event of any irreconcilable conflict between the following body of this Agreement, the Policies, and/or any other exhibit, the terms set forth in the body of this Agreement will govern. GoodWork and Company may be referred to in this Agreement individually as a “Party” and together as the “Parties.”

1. Term. This Agreement shall commence upon Company’s first use of the Platform and continue in full force until otherwise terminated in accordance with Section 11 (Termination) (the “Term”).

2. Platform

2.1 Platform Access. Subject to the terms and conditions of this Agreement, including Company’s payment of all relevant fees, GoodWork grants to Company and its End Users (as defined below) a non-exclusive, non-transferable, non-sublicensable subscription to access and use GoodWork’s hosted platform (the “Platform”) and Documentation during the Term. The Platform provides Company with an online portal and associated tools to allow Company to source, sort, connect and communicate with, be matched with, and engage independent artists, freelancers, and other independent contractors who have been invited by GoodWork to join, and have joined, the Platform (“Members”) to complete Projects. For purposes of this Agreement, “Project” means a discrete set of services defined in a project scope description between Company and the applicable Member on the Platform (a “Project Scope”). For purposes of this Agreement, “End Users” mean Company’s employees who are authorized to access and use the Platform on Company’s behalf and will engage directly with the Project Team and Members. Company may, as agreed to in writing by GoodWork, offer access to the Platform to any affiliates, subsidiaries, parent corporations, or other affiliated entities and Company shall be responsible and liable for all access and use by such entities. If Company is required to install and download software from GoodWork in connection with the Platform, GoodWork grants Company a limited, personal, non-exclusive, non-transferable, non-sublicensable right to use the software solely in support of Company’s authorized use of the Platform, during the Term and in accordance with the provisions of this Agreement.

2.2 Third-Party Services. GoodWork may utilize certain third-party software, technology, or services (“Third-Party Services”) to facilitate and support the Platform, including to process and administer payment and facilitate communication and collaboration between Company and Members. GoodWork does not control and is not responsible for any third-party software, technology, or services integrated with the Platform or accessed or used by Company in connection with Company’s use of the Platform, including any communication or social media platforms. The ability to use third-party software, technology, or services in connection with the Platform does not imply any endorsement by GoodWork and GoodWork makes no representations or warranties with respect to any third-party software, technology, or services. If Company or End Users are required to agree to any third party software licenses or other third party terms and conditions, Company shall be responsible for complying with such third party terms and conditions and for compliance by its End Users.

2.3 Restrictions. Company and its End Users may only use the Platform as described in this Agreement and in the then-current documentation, specifications, and instructions regarding the Platform, including online help screens contained within the Platform, made generally available by GoodWork to companies and modified from time to time (the “Documentation”). Company is responsible for ensuring its End Users comply with all relevant terms of this Agreement, and any and any failure to comply will constitute a breach by Company. Except as expressly authorized by this Agreement, Company will not, and will not allow any End User or other third party to, (a) permit any third party to access or use the Platform other than an End User, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Platform, except to the extent expressly permitted by Applicable Law, (c) use the Platform or any GoodWork Confidential Information to develop a competing product or service, (d) use the Platform, or allow the transfer, transmission, export, or re-export of the Platform or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, (e) remove, minimize, block, or modify any copyright, trademark, proprietary rights, disclaimer, digital watermark, or warning notice included on or embedded in any part of the Documentation or Platform, including any screen displays, or any other materials provided by GoodWork hereunder, or (f) submit to the Platform, or use the Platform to upload, transfer, or transmit, any information or materials that (i) infringe or misappropriate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (ii) are the confidential or proprietary information of Company; or (iii) violate any applicable local, state, federal and international laws, regulations and conventions. Under no circumstances will GoodWork be liable or responsible for any use, or any results obtained by the use, of the Platform in conjunction with any content, services, software, or hardware that are not provided by GoodWork. All such use will be at Company’s sole risk and liability. GoodWork reserves the right to modify the Platform for any reason, without notice and without liability to Company or any End User, to comply with Applicable Law.

2.4 Support. During the Term, GoodWork will provide Company with reasonable email support in connection with Company’s authorized use of the Platform during GoodWork then-current business hours. GoodWork will provide Company with Platform updates and bug fixes that GoodWork in its sole discretion makes generally available to other similarly situated companies at no charge. However, Company shall not be entitled to receive updates or new releases that include new or different functionality for which GoodWork imposes an additional charge to companies. New or different functionality may be purchased by Company, in its discretion, at GoodWork's then current pricing. GoodWork will use commercially reasonable efforts to correct reproducible failures of the Platform to perform in substantial accordance with the then-current Documentation.

2.5 Availability. GoodWork shall take commercially reasonable measures to ensure the Platform is available for access and use by Company and End Users at all times, except during regularly scheduled and emergency maintenance. In the event the Platform is unavailable, GoodWork shall take commercially reasonable measures to correct the interruption as promptly as practicable.

2.6 Company Responsibilities. Company and its End Users shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Platform, including hardware, software, operating systems, networking, web servers, telecommunication and Internet connections, and the like. Company shall also be responsible for maintaining the security of the foregoing equipment and services and Company’s login information, passwords, and files. Company is responsible for all uses of Company’s and End User’s accounts with or without Company’s knowledge or consent and for preserving and making adequate backups of its data.

3. Beta Functionality.GoodWork may designate certain new functionality or services to be made available in connection with the Services as “Beta Functionality.” Beta Functionality will be at an early stage of development and therefore operation and use of the Beta Functionality may be unpredictable and lead to erroneous results. Beta Functionality will not be appropriate for production use. Company acknowledges and agrees that: (a) the Beta Functionality will be experimental and will not have been fully tested; (b) the Beta Functionality may not meet Company’s requirements; (c) the use or operation of the Beta Functionality may not be uninterrupted or error free; (d) Company’s use of the Beta Functionality will be for purposes of evaluating and testing the new functionality and services and providing feedback to GoodWork; and (e) Company will inform its End Users regarding the nature of the Beta Functionality. Company’s use of the Beta Functionality will be subject to all of the terms and conditions set forth herein relating to the Services. Company will promptly report any errors, defects, or other deficiencies in the Beta Functionality to GoodWork. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BETA FUNCTIONALITY IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. Company waives any and all claims, now known or later discovered, that Company may have against GoodWork and its suppliers and licensors arising out of Company’s use of the Beta Functionality.

4.0 Projects
4.1 Submitting a Project Request; Matching with a Project Team. To solicit work from Members, Company will submit project requests through the Platform or to specific Members as Creative Leads (“Project Requests”). The Platform will analyze Project Requests and responses from Members to match Companies with a Member or a curated team of Members (a “Project Team”). GoodWork may elect to designate certain Members as “Creative Leads” and give Creative Leads the ability to select other Members for a Project Team. Company and the Members (including the Creative Lead, if applicable) and Project Team will work together in good faith to develop each applicable Project Scope. Each Project Scope will describe the scope, price, and timeline for the applicable Project and must be approved both Company and each Member on the Project Team through the Platform. Company shall accept and hereby agrees to be bound by the terms of any Project Scope accepted, booked, or approved by Company through the Platform. Company acknowledges and agrees that any deadlines, schedules, or other timelines set forth in a Project Scope are estimates and while Members and Company will work in good faith to meet those timelines, such timelines are not binding. Company and Members may modify the Project Scope from time to time upon mutual agreement. Company may communicate with Members in connection with a Project, including for purposes of developing the applicable Project Scope, ongoing Project management, and submission of deliverables, through the Platform or Third-Party Services providing voice, video, and text communication capabilities.

4.2 Project Management. Projects will be performed and completed by the applicable Project Team in accordance with the applicable Project Scope and in accordance with the Policies and this Agreement. Project Teams, including individual Members and any Creative Lead, are subject to change at any time and for any reason. GoodWork will use commercially reasonable efforts to fill any vacancies on any Project Team through the Platform; provided, however, that GoodWork is not obligated to provide, and does not guarantee, availability of any Project Teams, Creative Leads, or Members. Performance of Projects is the sole responsibility of Company or the applicable Project Team, and GoodWork has no obligation to complete Project work, oversee Projects, or monitor the relationships between Company and Members or among Project Teams. Without limiting the generality of the foregoing, GoodWork may, but is not obligated, to facilitate dispute resolution between Company and Members and otherwise provide Company service and support to Company in connection with its use of the Platform upon request if Company is not able to resolve any inquiries, issues, or disputes directly with the applicable Project Team.

4.3 Deliverables. Any deliverables under a Project will be delivered by Members and/or the Project Team to Company by electronic transmission through Third-Party Services. Members are independent contractors and GoodWork has no ability or authority to control or otherwise influence Member’s performance or work product. GoodWork is not responsible for the content, correctness, or quality of any deliverables under a Project and makes no representations or warranties with respect to any Member or their services or work product. Members’ presence on the Platform does not imply any endorsement by GoodWork and GoodWork makes no representations or warranties with respect to any Member or their services or work product.

4.4 Fees and Payment Terms.


(a) Fees. Company will pay GoodWork for each Project (a) the Project fees due to the Member and/or Project Team as set forth in the applicable Project Scope (“Project Fees”), and (b) the fees associated with the Platform (collectively the “Total Project Budget”). The Total Project Budget must be approved by Company prior to commencement of the Project. After receiving payment from Company, GoodWork will hold the funds as a deposit and remit any Project Fees to the applicable Member(s) at the completion of the Project, subject to Section 4.4(c). Except as specifically provided hereunder, all fees are non-refundable and all Projects non-cancelable. GoodWork will invoice Company for the Total Project Budget, or a portion thereof as agreed to by Company and GoodWork in writing (a “Deposit”), prior to commencement of the Project. Work under a Project will not begin until and unless GoodWork has received payment by Company of the full Total Project Budget or Deposit, as applicable. GoodWork is not responsible for any delay in the Project timeline due to any delay in GoodWork’s receipt of payment from Company. GoodWork may occasionally offer promotions or incentives to Company. The availability of promotions or incentives is not guaranteed. Any such promotions or incentives will be made available at GoodWork’s sole discretion and may be discontinued, modified, or withdrawn by GoodWork at any time for any or no reason.

(b) Payment Terms. Company will pay all invoices upon receipt of such invoice or as otherwise agreed upon between Company and GoodWork in writing. Payments not made within that time period will be subject to late charges equal to the lesser of (a) one and one half percent (1.5%) per month the overdue amount, or (b) the maximum amount permitted under Applicable Law. All payments under this Agreement will be made and processed using the payment platforms provided by Stripe, Inc. (“Stripe”) and Hubspot, Inc. through Hubspot. Stripe and Hubspot Payments are Third-Party Services. Payment processing services for the Platform provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or using the Platform, Company agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of GoodWork enabling payment processing services through Stripe, Company agrees to provide GoodWork accurate and complete information, and Company authorizes GoodWork to share it and transaction information related to Company’s use of the payment processing services provided by Stripe.

(c) Disputes. GoodWork may, but is not obligated, to delay or withhold remittance of Project Fees to Members pending resolution of any disputes between Company and an applicable Member. In accordance with Section 4.2, GoodWork also may, but it is not obligated to offset payment of Project Fees to Members in order to issue a refund to Company in connection with the resolution of any such dispute.

4.5 Taxes. Company shall be responsible for those sales, use, and similar taxes associated with its use of the Platform, excluding taxes based on GoodWork’s real property, personal property, income, personnel, or similar taxes not directly based on Company’s use or consumption of the Platform.

4.6 Member Terms.
(a) GoodWork shall enter into a written agreement with each Member requiring Member to covenant and agree: (i) to assign to Company all work product included in or comprising the deliverables originated and prepared for Company by such Member pursuant to a Project Scope; (ii) to execute, at a Company’s request and expense, all documents and other instruments and do such further acts as are necessary to perfect, register, enforce, or otherwise effectuate such assignment; (iii) that all deliverables, and all work product included therein, shall be the original work of Member alone, shall not include any third party material (except material provided by Companies for the relevant Project), and shall not infringe or misappropriate the patents, copyrights, trademarks, trade secrets, licenses, or other intellectual property, privacy, or other rights of any third party; and (iv) to treat Company Data made available to such Member through the Platform or otherwise in connection with a Project confidentially.

4.7 Ratings; No Guarantee of Placement of Service. Company acknowledges and agrees that its use of the Platform and performance under a Project may be subject to feedback from Members (a “Rating”). Ratings will be made public on the Platform. GoodWorks has no control over any Rating given to Company by a Member. Company further acknowledges and agrees that its Ratings may affect, impact, or otherwise influence Member’s desire to work for Company, and that being matched with a Project Team, having Project Requests fulfilled on the Platform, and continued membership on the Platform are not guaranteed.

5.0 Representations and Warranties
5.1 Company Warranty. Company represents and warrants that: (a) it has full power, capacity, and authority to enter into this Agreement and to grant the licenses set forth herein; (b) the Company Data does not and will not infringe the intellectual property, publicity, or privacy rights of any person and is not defamatory, obscene, or in violation of applicable foreign, federal, state, or local laws, rules, or regulations (including applicable policies and laws related to spamming, privacy, or consumer protection) (collectively, “Applicable Law”); and (c) its use of the Platform will be in compliance with all Applicable Law.

5.2 GoodWork Warranty. GoodWork represents and warrants that: (a) it has full power, capacity, and authority to enter into this Agreement; (b) the Platform will substantially comply with the Documentation; (c) it shall use commercially reasonable efforts to screen the Platform for viruses, Trojan horses, worms, and other similar intentionally harmful or destructive code; and (d) it shall comply with Applicable Law in performing this Agreement. In the event of a breach of the warranty in this Section, GoodWork’s sole and exclusive liability and Company’s sole and exclusive remedy will be for GoodWork to correct the defect in the Platform. In the event GoodWork is unable through reasonable efforts to correct the defect in the Platform within thirty (30) calendar days from receipt of notice from Company of the failure of the Platform to comply with the warranty, Company may elect to terminate this Agreement and receive a pro-rated refund of any pre-paid, unused recurring fees for the non-conforming aspect of the Platform.

5.3 Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 5.2 (GOODWORK WARRANTY), THE PLATFORM IS PROVIDED “AS IS,” “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS PROVIDED IN SECTION 5.2 (GOODWORK WARRANTY), GOODWORK AND ITS VENDORS AND LICENSORS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR NON-INFRINGEMENT. COMPANY EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF THE PLATFORM IS AT COMPANY’S SOLE RISK. GOODWORK DOES NOT WARRANT THAT THE PLATFORM WILL MEET COMPANY’S REQUIREMENTS, OR THAT THE PLATFORM IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE, OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. FURTHERMORE, GOODWORK DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM OR ANY PROJECTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GOODWORK OR GOODWORK’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE PLATFORM MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. COMPANY ACKNOWLEDGES AND AGREES THAT GOODWORK AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE MAY BE TRANSFERRED OVER THE INTERNET; AND (B) UNAUTHORIZED USERS SUCH AS HACKERS MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE COMPANY’S DATA, WEBSITES, PROPERTIES, COMPUTERS, OR NETWORKS. GOODWORK WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. GOODWORK DOES NOT WARRANT ANY DATA PROVIDED BY GOODWORK OR THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE. COMPANY IS RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF ITS DATA.

6.0 Proprietary Rights; Company Data
6.1 Platform. Company acknowledges and agrees that (a) the Platform is protected by intellectual property rights, as applicable, of GoodWork and its vendors and licensors and that Company has no right to transfer or reproduce the Platform or prepare any derivative works with respect to, or disclose Confidential Information pertaining to, the Platform or any part thereof, and (b) as between the Parties, GoodWork owns all right, title, and interest in and to the Platform, including any changes or modifications made to the Platform, together with any and all ideas, processes, techniques, designs, architecture, user interfaces, and “know-how” embodying the Platform and any expert-developed content contained in or accessible through the Platform. Under no circumstances will Company be deemed to receive title to any portion of the Platform, title to which at all times will vest exclusively in GoodWork. Company will preserve the Platform from any liens, encumbrances, and claims of any individual or entity. Company will not use any GoodWork intellectual property, data, or Confidential Information to contest the validity of any intellectual property rights of GoodWork or its licensors, and any such use of the foregoing will constitute a material, non-curable breach of this Agreement.

6.2 Company Data.
(a) Proprietary Rights. As between Company and GoodWork, Company shall own all right, title, and interest in and to the information, data, and materials Company and/or its End Users load into the Platform (“Company Data”). Company grants GoodWork a non-exclusive, world-wide, royalty-free license to use, process, and share the Company Data solely for purposes of performing this Agreement. GoodWork has no obligations to backup or preserve Company Data and Company shall retain a copy of Company Data outside the Platform. Company is responsible for obtaining all rights, permissions, and authorizations with respect to the Company Data for use as contemplated under this Agreement. Company shall comply with all intellectual property, marketing laws, advertising laws, privacy laws, and all other laws and regulations related to Company Data and shall comply with all legal duties applicable to Company. Company shall provide relevant individual, including, as applicable, Companies Managers, with all information or notices Company is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such individuals as required by law.
(b) Confidentiality. Company acknowledges and agrees that: (i) the Platform is a communal resource and that Company Data may be accessed and viewed by GoodWork and the community of Members; (ii) GoodWorks cannot and does not guarantee the confidential treatment of Company Data by Members or other third parties; and (iii) Company Data shall not include any information, data, materials, or other content that is proprietary to, or the Confidential Information of, Company.

6.3 Feedback. Company may provide suggestions, comments, or other feedback (collectively, “Feedback”) to GoodWork with respect to its products and services. Feedback is voluntary and GoodWork is not required to hold it in confidence. GoodWork may use Feedback for any purpose without obligation of any kind. GoodWork may use any technical information it derives from providing its products and services relating to problem resolution, troubleshooting, product functionality, enhancements, and fixes, for its knowledge base. To the extent a license is required under Company’s intellectual property rights to make use of the Feedback, Company grants GoodWork an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with GoodWork’s business, including the enhancement of GoodWork’s products and services.

6.4 Usage Data. GoodWork shall have the right to collect, analyze, and aggregate, including through the use of artificial intelligence (AI) technologies, data and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies (including information concerning Company Data and data derived therefrom), and GoodWork may (a) use such information and data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform and other GoodWork offerings, and (b) disclose such data solely in aggregated or other de-identified form in connection with its business, provided such data does not include (directly or by inference) any information identifying Company or any identifiable individual. No rights or licenses are granted by either Party except as expressly set forth herein.

6.5 Third Party Data. The Platform and Documentation may contain material, data, or information provided by third parties (“Third-Party Data”). GoodWork does not control Third-Party Data and is not responsible for its content. GoodWork’s inclusion of Third-Party Data in the Platform does not imply any endorsement of the information and GoodWork makes no representations or warranties with respect to any Third-Party Data.

6.6 Deliverables; Member Work Product. In the event that GoodWork inadvertently obtains any rights under any work product included in or comprising the deliverables originated and prepared for Company by any Member pursuant to a Project Scope, GoodWork hereby assigns and agrees to assign to Company all such rights. GoodWork agrees to execute, at Company’s request and expense, all documents and other instruments and do such further acts as are necessary to perfect, register, enforce, or otherwise effectuate such assignment.

7. Confidentiality
7.1 Confidential Information. Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of GoodWork includes non-public information regarding features, functionality, and performance of the Platform. The Receiving Party agrees: (a) to take reasonable precautions to protect Confidential Information, and (b) not to use (except in provision of the Platform, or as otherwise permitted herein) or divulge to any third person any Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, (iv) was independently developed without use of any Confidential Information of the Disclosing Party, or (v) is required to be disclosed by law, provided such disclosure is made in accordance with Section 7.2 (Compelled Disclosures). For the avoidance of doubt, the confidentiality obligations and restrictions contained herein do not apply to the extent Company provides any data or information to Third-Party Services or to any data or information Company uploads to the Platform. Each Party’s Confidential Information shall remain the sole and exclusive property of that Party.

7.2 Compelled Disclosures. To the extent required by Applicable Law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information in accordance with the law or order or requirement, subject to the following conditions: as soon as possible after becoming aware of the law, order or requirement and prior to disclosing Confidential Information pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information so disclosed.

7.3 Non-Exclusive Equitable Remedy. Each Party acknowledges and agrees that due to the unique nature of Confidential Information there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to appropriate equitable remedies, and may seek injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss, in addition to whatever remedies either of them might have at law or equity. Any breach of this Section 7 (Confidentiality) will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.

7.4 Confidentiality of the Agreement. Except as permitted under Section 7.2 (Compelled Disclosure) above, no Party shall disclose the existence or terms of this Agreement to any third party without the other Party’s prior written consent, except that subject to confidentiality obligations no less restrictive than those set forth in this Agreement, a Party may disclose the existence and terms of this Agreement to third parties for purposes of providing due diligence information to potential investors in or financing resources to such Party.

7.5 Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, at the Disclosing Party’s option, the Receiving Party shall return to the Disclosing Party or certify as destroyed all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party will not be required to remove copies of the Disclosing Party’s Confidential Information from its backup media and servers, where doing so would be commercially impracticable. In addition, the foregoing destruction and return obligation will be subject to any retention obligations imposed on Receiving Party by law or regulation.

8. Security
8.1 In General. GoodWork will maintain and enforce safety and physical security procedures with respect to the Platform that are (a) at least equal to industry standards for substantially similar services, and (b) which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to information or systems.

8.2 Security Incident. GoodWork shall notify Company of any confirmed unauthorized access to or use of any Company Confidential Information by an unauthorized third party within seventy-two (72) hours following discovery or notification, if the information was, or is reasonably believed to have been acquired by an unauthorized person.

9. Indemnification
9.1 By GoodWork. GoodWork agrees to defend, indemnify, and hold harmless Company and its directors, officers, agents, employees, members, subsidiaries, and successors in interest from and against any claim, action, investigation, proceeding, liability, loss, damage, fine, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of any claim by a third party that Company’s authorized use of the Platform infringes that third party’s United States copyright, trade secret, or other intellectual property rights. Company shall: (a) give GoodWork prompt written notice of any claim; and (b) allow GoodWork to control, and fully cooperate with GoodWork (at GoodWork’s sole expense) in, the defense and all related negotiations. GoodWork shall not enter into any stipulated judgment or settlement that purports to bind Company without Company’s express written authorization, which shall not be unreasonably withheld or delayed. GoodWork shall have no obligation to indemnify Company to the extent the claimed infringement arises from or is based on (i) the Company Data, (ii) specifications provided by Company or its agents, (iii) use of the Platform in combination with any hardware, software, products, data, or other materials not provided by GoodWork, (iv) violation of law or this Agreement by Company or its End Users, or (v) misuse of the Platform (the “Excluded Claims”). GoodWork shall further have no obligation to indemnify Company to the extent the claimed infringement arises from or is based on the work product or deliverables provided or created by Members or Projects Teams in connection with the Platform. Company agrees that if its use of the Platform becomes, or in GoodWork’s opinion is likely to become, the subject of an infringement claim, Company shall permit GoodWork either to procure the right for Company to continue to use the Platform or to replace or modify the Platform with technology of comparable quality and performance capabilities to become non-infringing. If in GoodWork’s sole discretion, neither alternative is reasonably possible, GoodWork may elect to immediately terminate this Agreement and return a prorated portion of any pre-paid, unused fees for the Platform. The provisions of this Section 9.1 (By GoodWork) state the sole and exclusive obligations and liability of GoodWork and its licensors and suppliers, and Company’s sole and exclusive remedy for any claim of intellectual property infringement arising out of or relating to this Agreement, and are in lieu of any implied warranties of non-infringement and title, all of which are expressly disclaimed.

9.2 By Company. Company agrees to defend, indemnify, and hold harmless GoodWork and its directors, officers, agents, employees, members, subsidiaries, and successors in interest from and against any claim, action, investigation, proceeding, liability, loss, damage, fine, cost, or expense, including attorneys’ fees, experts’ fees, and court costs, arising out of (a) any claim by a third party that the Company Data infringes the intellectual property, publicity, or privacy rights of any person, (b) the employment of End Users by Company, including acts or omissions of Company in its capacity as an employer and liability arising from the termination of such relationship, or (c) the Excluded Claims. GoodWork shall: (i) give Company prompt written notice of any claim; and (ii) allow Company to control, and fully cooperate with Company (at Company’s sole expense) in, the defense and all related negotiations. Company shall not enter into any stipulated judgment or settlement that purports to bind GoodWork without GoodWork’s express written authorization, which shall not be unreasonably withheld or delayed.

10. Disclaimer of Consequential Damages; Limitation of Liability. IN NO EVENT SHALL GOODWORK, ITS VENDORS, OR LICENSORS BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF SALES, TRADING LOSSES, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE ARISING OUT OF OR CONNECTED IN ANY WAY WITH GOODWORK’S PERFORMANCE UNDER THIS AGREEMENT, OR USE OF OR INABILITY TO USE THE PLATFORM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF GOODWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF GOODWORK AND ITS VENDORS AND LICENSORS TO COMPANY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE PLATFORM IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY COMPANY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY FOR THE PORTION OF THE PLATFORM, SERVICE, PERFORMANCE, OR OTHER MATERIAL GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.

11. Termination
11.1 Termination for Cause. Each Party shall have the right to terminate this Agreement upon fifteen (15) days’ written notice (or without notice in the case of nonpayment) in the event the other Party materially breaches any provision hereof. Either Party may terminate this Agreement, with or without cause, upon sixty (60) days prior written notice. This Agreement may be terminated upon written notice by either party, immediately, if (a) a receiver is appointed for the other party or its property, (b) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business, makes a general assignment for the benefit of its creditors, or suspends the transaction of its business for a period in excess of thirty (30) days, or (c) any proceedings (whether voluntary or involuntary) are commenced against the other party under any bankruptcy or similar law and such proceedings are not vacated or set aside within sixty (60) calendar days from the date of commencement thereof.

11.2 Suspension. GoodWork may, in its sole discretion, immediately suspend or terminate Company’s access to the Platform at any time for any or no reason. GoodWork will use reasonable efforts to provide Company with notice prior to or promptly following any suspension. GoodWork will promptly restore access to the Platform as soon as the event giving rise to suspension has been resolved. This Section will not be construed as imposing any obligation or duty on GoodWork to monitor use of the Platform.

11.3 Effect of Termination. Upon termination of this Agreement for any reason: (a) Company’s and all End Users’ access to and use of the Platform and Documentation will cease as of the effective date of termination; and (b) GoodWork will cease to provide the Platform, and Company will pay to GoodWork all fees due to GoodWork incurred hereunder through the effective date of expiration or termination.

11.4 Survival. The following Sections shall survive any termination or expiration of this Agreement: 4 (Projects); 5.3 (Disclaimer of Warranties); 6 (Proprietary Rights; Company Data); 7 (Confidentiality); 9 (Indemnification); 10 (Disclaimer of Consequential Damages; Limitation of Liability); 11.3 (Effect of Termination); 11.4 (Survival); and 12 (General).

12. General
12.1 Insurance. Each Party, at its sole cost and expense, shall maintain appropriate insurance in accordance with industry standards. As evidence of insurance coverage, upon the other Party’s reasonable request, each Party shall deliver certificates of insurance issued by its insurance carrier showing such policies in force during the Term of this Agreement.

12.2 Affiliates, Subcontractors, and Vendors. Some or all aspects of the Platform, including support, may be provided by GoodWork’s affiliates, agents, subcontractors, and information system vendors. The rights and obligations of GoodWork may be, in whole or in part, exercised or fulfilled by the foregoing entities.

12.3 Publicity. Company hereby grants GoodWork a non-exclusive, world-wide, royalty-free license to use the Company’s name(s) and logo(s) in its Company listings, web sites, and other promotional materials to identify Company as a customer of GoodWork.

12.4 Independent Contractor. GoodWork is an independent contractor and is not an agent or employee of, and has no authority to bind, Company by contract or otherwise. Further, it is not the intention of this Agreement or of the Parties to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement will be construed so as to confer upon any third party or entity other than the Parties hereto a right of action under this Agreement or in any manner whatsoever. Company acknowledges and agrees that Company, and not GoodWork, has the sole and exclusive responsibility with respect to characterizing its workforce as employees, independent contractors, or otherwise, and that that nothing in this Agreement is intended to or shall serve as any legal advice or as any designation of an individual with respect its status as an independent contractor.

12.5 Assignment. Company may not assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of GoodWork. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, and legal representatives.

12.6 Force Majeure. Except for the payment of fees hereunder, if either Party cannot perform any of its obligations because of any act of God, court order, war, riot, pandemic, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, or any other cause not within the Party’s reasonable control and could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing Party will: (a) immediately notify the other Party; (b) take reasonable steps to resume performance as soon as possible; and (c) not be considered in breach during the duration of the Force Majeure Event.

12.7 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The Parties waives any objections against and agrees to submit to the exclusive personal jurisdiction of the state and federal courts in New York City, New York. The Parties waive any objections or defenses it may have based upon an inconvenient forum.

12.8 Waivers. All waivers hereunder must be made in writing by a duly authorized representative of the Party against whom the waiver is to operate, and failure at any time to require the other Party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver, in whole or in part, of any provision of this Agreement will not be considered to be a waiver of any other provision.

12.9 Severability. If any term of this Agreement is found to be unenforceable or invalid for any reason, all other terms will remain in full force and effect.

12.10 Construction. All headings used in this Agreement are for reference purposes only and are not part of this Agreement. All personal pronouns used herein, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection or other subpart. The words “include,” “includes,” “included,” “including,” “without limitation,” or the phrase “e.g.” shall not be construed as terms of limitation and shall, in all instances, be interpreted as meaning “including, but not limited to.”

12.11 Entire Agreement. This Agreement, as to its subject matter, exclusively and completely states the rights, duties, and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions, and understandings by or between the Parties. This Agreement may only be amended in a writing signed by both Parties.

12.12 Notices. All notices under this Agreement will be in writing (including by email) and will be deemed to have been duly given when received, including when receipt is electronically confirmed. All notices under this Agreement to GoodWork at the following addresses:
GoodWork Technologies, Inc.
One Liberty Plaza, Floor 3
New York, NY 10006
support@goodwork.com

Notices to Company may be posted electronically to the Platform or sent to Company at the email and/or mailing address that GoodWork has on file. GoodWork may change its address for notification purposes by notice to Company; Company may change its address to notification purposes by updating its account profile in the Platform.


12.13 Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement that leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

12.14 Electronic Signatures. This Agreement and related documents may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and Company’s acceptance will be deemed binding between the Parties. Company acknowledges and agrees it will not contest the validity or enforceability of this Agreement and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form. Company further acknowledges and agrees that it will not contest the validity or enforceability of a signed electronically transmitted copy of this Agreement and related documents on the basis that it lacks an original handwritten signature. Electronically transmitted signatures shall be considered valid signatures as of the date hereof. Computer maintained records of a Party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.