These Global Contractor Payment Forwarding Service Terms (these “Global Contractor Payment Terms”), together with the Worca Terms of Service Agreement available at www.worca.io/terms-of-services (the “Worca Terms”)(collectively, the “Global Contractor Payment Agreement”), set forth the terms and conditions under which Worca, Inc., a Delaware corporation doing business as Worca (“Worca”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Worca’s website, www.worca.io.

WHEREAS, Worca has the capability and capacity through its foreign subsidiaries to provide certain payment forwarding services to the Client’s contractors located outside the United States; and

WHEREAS, Client desires to retain Worca to provide the said services, and Worca is willing to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Worca and Client agree as follows:

Client shall:

Worca shall:

The acceptance by Worca of its responsibilities hereunder is subject to the following terms and conditions, which the Parties hereto agree shall govern and control with respect to Worca’s rights, duties, liabilities and immunities:

Client shall indemnify and hold Worca harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable attorney’s fees) that Worca may incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such liability, loss, damage or expense arises from its willful misconduct or gross negligence.

This Agreement, including and together with any related forms, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any forms, the terms and conditions of this Agreement shall supersede and control.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party.

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement, including by virtue of any merger or corporate reorganization which may be deemed an assignment, without the prior written consent of Worca. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Worca may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Worca’s assets without Client’s consent.

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations and Cal. Civ. Code § 1646.5), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

This Agreement and all related documents including all schedules attached and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties seeking injunctive relief in aid of arbitration to enforce this Agreement shall be brought only in any state or federal court located in the State of California, County of Los Angeles. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any injunctive relief in aid of arbitration in such venue.

Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration pursuant to Section 20. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to Worca hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic or pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it, the other Party may thereafter terminate this Agreement upon 30 days’ written notice.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Monthly Service Fees (“Fees”):

Payment Terms and Refund Policy:

These Worca Global Talent Contract-to-Hire Terms (these “Contract-to-Hire Terms”), together with the Worca Terms of Service Agreement available at www.worca.io/terms-of-services (the “Worca Terms”) (collectively, the “Contract-to-Hire Agreement”), set forth the terms and conditions under which Worca, Inc., a Delaware corporation doing business as Worca (“Worca”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Worca’s website, www.worca.io.

WHEREAS, Company is engaged in the business of providing global workforce to perform services for clients on a contract-to-hire basis; and

WHEREAS, Client desires to engage Company to provide such services.

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The parties agree to review rates in 6 months and make any adjustments to rates, unless the parties agree otherwise in writing.

The services that Company renders to Client under this Agreement will be as an independent contractor with respect to Client. Nothing contained in this Agreement will be construed to create a joint venture or partnership, or the relationship of principal and agent, or employer and employee, between Company and Client.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Both parties may be given access to or acquire information which is proprietary or confidential to the other party and its affiliated companies, clients, and customers. Any and all such information obtained by either party or the Assigned Employees shall be deemed to be confidential and proprietary information. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of services under this Agreement. Company agrees to require Assigned Employees to keep such information confidential and to enter into confidentiality agreements in the form of Exhibit C before being assigned to Client.

Client and Company agree to cooperate fully and to provide assistance to one another in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or involve any of the Assigned Employees.

This Agreement and all related documents including all exhibits attached hereto and all matters arising out of or relating to this Agreement and the services provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of California (including its statutes of limitations, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in any state or federal court located in the State of California, County of Los Angeles. The parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

In the event of a breach or threatened breach by either party of 9 of this Agreement, the parties hereby acknowledge and agree that the non-breaching party shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing actual damages , and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

Client and Company agree not to directly or indirectly solicit or induce for employment, or employ or engage as an independent contractor, any personnel of the other party during the term of this Agreement and for a period of 12 months thereafter without the prior written consent of the other party. Any party violating this paragraph will pay to the other party a fee in the amount of 25% of the employee’s annualized compensation with the new employer. A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for purposes of this Section 18, and the hiring of any such employee or independent contractor who freely responds thereto shall not be a breach of this Section 18.

Assigned Employee’s Nature of Work:
Payment for Service:
Payment Terms:

Depending on the months that the Assigned Employee then assigned to the Client upon Client’s exercising its conversion option, the conversion fees payable to the Company by the Client is calculated at the following rates based on the new annualized base salary or compensation of the Assigned Employees offered by the Client, accepted by the Assigned Employee, upon conversion. By way of example, if the Client exercises its conversion option under Section 5 in Month 4 of the Assignment Employee’s assignment to the Client, and the Client agrees to pay the Assigned Employee a new annualized salary of $100,000, the conversion fees due and payable to the Company will be $19,000.

Confidentiality and Assignment of Proprietary Rights Agreement

These terms of use are entered into by and between you, a User (as defined below), and Worca, Inc. and its affiliates and subsidiaries (collectively, “Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of worca.io, including any content, functionality, and services offered on or through worca.io (the “Platform”).

This Terms of Use is applicable to all Users. For the purpose of this Terms of Use, Users mean all persons who use or access the Platform, including authorized users representing you, your company or other persons who are given the authority and/or access to use the Platform by you. By using the Platform, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://worca.io/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to Users who are 13 years of age or older and is not barred from using the services the Company provided on the Platform under applicable laws. 

By using this Platform or creating an account with the Company for the use of the Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in Terms of Use will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time, so you are aware of any changes, as they are binding on you.

All User must create a user account (an “Account”) with the Company prior to the use of the Platform.

We reserve the right to update this Platform and amend or terminate any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to Users.

You are responsible for both:

To access the Platform or some of the contents, resources, services, features, or functionality it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy (https://worca.io/privacy-policy), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity that is not authorized by you or is not within the meaning of User under this Terms of Use.

You also acknowledge that your account is personal to you and agree not to provide any other person who is not authorized by you or is not within the meaning of User under this Terms of Use with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

The Platform and its entire contents, features, and functionality (including but not limited to all information, documents, agreements, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

The Platform may contain message boards, chat rooms, personal profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Platform.

Any User Content you post to the Platform will be considered non-confidential and non-proprietary. We will not use your User Content for marketing purposes without your permission. By providing any User Content on the Platform, you grant us and our affiliates and subsidiaries, service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material according to your account settings. 

You represent and warrant that:

You understand and acknowledge that you are responsible for any User Content you post, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other User of the Platform.

We have the right to:

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Additional terms and conditions may also apply to specific portions, services, or features of the Platform. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

The owner of the Platform is based in the State of California in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

THE PLATFORM IS PROVIDED TO USER, INCLUDING BUT NOT LIMITED TO YOUR ACCOUNT ADMINISTRATORS AND AUTHORIZED REPRESENTATIVES, “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND SUBSIDIARIES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES AND SUBSIDIARIES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, subsidiaries, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Terms of Use, including but not limited to the content you submit or make available through this Platform.

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any dispute, controversy, or claim arising out of or relating to this Terms of Use, the Platform, including any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by JAMS and held in Los Angeles, California before a single arbitrator, in accordance with the JAMS’s rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. The arbitral tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate.

THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT TERMS OF USE DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use, our Privacy Policy, and Terms of Service constitute the sole and entire agreement between you and the Company regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

This Platform is operated by Worca, Inc., 2485 Huntington Dr Ste 248, San Marino, CA 91108.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: support@worca.io.

Worca shall provide Employer of Record Services for Personnel as follows: (1) Worca will source and refer Personnel to Client; (2) Worca shall become the employer of record with respect to those Personnel approved by Client (“Approved Personnel”); (3) Worca shall assign those Approved Personnel to provide Services under the direction and control of Client; and (4) Worca shall be responsible for administering the Approved Personnel, as more particularly described below. Worca’s administrative responsibilities referenced herein include applicable payroll and compensation processing, tax deposits and filing, employment contracts and paperwork, unemployment insurances, worker’s compensation insurance, human resourcing processing; and general background checks. Prior to allowing each Approved Personnel to perform under a Work Order or provide Services, Worca shall make such Approved Personnel aware of the obligations under this Agreement and Client’s policies identified in the Work Order, if any. Where orientation or introduction to Client’s operations, information, and related items are necessary as a part of Approved Personnel’s work on Client projects, Client agrees to, at its own cost, provide such training or guidance as necessary to the Approved Personnel. Other than the individual Approved Personnel’s resignation, termination for cause by Worca, or temporary absence due to medical, personal, or other legally permitted reasons, no changes or additions will be made to Approved Personnel roster except with Client’s prior written approval. All Approved Personnel will be 100% allocated to the Client or perform work on full-time basis for Client in terms of such Approved Personnel’s time availability under applicable labor laws. To the extent approved in a Work Order, Client will pay for Services by Personnel pursuant to the schedule on Exhibit A (“Service Fee”).

EOR Services include Worca Unemployment Insurance pertaining to unemployment and related benefits. Parties agree that Worca shall be responsible for payment and coverage of any applicable termination of employment and/or unemployment insurance (and any similar or related programs or expenses mandated by law) relating to any terminated personnel.

Client will pay before the 15th of each calendar month for Services to be performed during that same calendar month. Worca will invoice Client on the first week of the calendar month.Payments will be made by ACH or Wire Transfer to Worca pursuant to instructions provided by Worca.

Subject to the terms and conditions of this Agreement, Client agrees to engage Recruiter's services to find candidates for employment for Client. Client will provide Recruiter with written information about potential or desired employees, including title, work responsibilities, and proposed compensation. Such information may be in the form of job descriptions, notes, emails, or letters. The information need not be appended to this Agreement.Recruiter will provide Client with names of person(s) for potential employment ("Potential Candidates") based on the specifications from the Client. Recruiter may associate and/or assign its rights and obligations herein to another party (including but not limited to Recruiter’s subsidiaries or affiliates) in the performance of recruiting services.Recruiter will be responsible for pre-screening Potential Candidates (including the conduct of initial review of resumes and initial interviews as reasonable necessary) and may, at the request of Client (subject to additional fees at Client’s cost, if applicable), conduct background checks, credit checks, and specialized employment tests, as needed. Client shall have the sole and final right and responsibility in the hiring and placement of any Potential Candidates and for all matters pertaining to such Potential Candidates hired by Client (including but not limited to such person(s)’ training, employment authorization, compensation, and employment related rights and obligations). 

Client agrees to pay Recruiter the following fees and costs (collectively, "Fees") for the presentment of Potential Candidates.See your order form for fee structure and terms.All amounts referenced in this Agreement shall be based in United States Dollar denomination.

When a Personnel voluntarily leaves or is terminated by Client pursuant within 90 (ninety) days from the starting date of hire/employment, Worca shall find an equally qualified alternative Candidate for replacement in six (6) months once. In the event a suitable replacement cannot be provided in six (6) months, Worca shall refund to Client 50% of the placement fee. The warranty shall not apply if:

Unless the position(s) at issue has/have closed or Client informs Recruiter that it is no longer seeking to fill such position(s) prior to Recruiter’s presentation of replacement Potential Candidates. Nothing in this paragraph relieves, mitigates, replaces, substitutes or offset the Recruitment Service Fees owed or owing for the Initial Candidate or the replacement Potential Candidate(s).

Payment is due within 10 days of the candidate’s employment start date with the client.

Recruiter is not authorized as an agent, employee, or legal representative of Client, except for the limited agency purpose of pre-screening Potential Candidates. Client shall not have the power to control the activities and operations Recruiter and Recruiter's status at all times will continue to be that of an independent contractor to Client.

Each Party agrees to indemnify and hold the other harmless against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the recruiting services rendered under this Agreement arising out of the fault of indemnifying Party. This clause shall not be read to provide indemnification for the other Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.Client shall indemnify, defend, and hold harmless Recruiter and Recruiter’s shareholders, directors, officers, managers, employees, contractors, representatives, subsidiary, affiliates, successors, and assigns (collectively “Recruiter Group”) for any and all damages, liabilities, losses, claims, demands, harms, and encumbrances arising from or pertaining to: 1) Client’s business operations; 2) Client’s use, employment, training, compensation, assignment, and/or workplace environment of or involving any Potential Candidates placed with or employed by Client; and/or 3) any acts or omissions of any Potential Candidates after his/her/their placement with or employment by Client.

This Agreement may be terminated by either Party, upon notice in writing:

Recruiter shall not solicit any Potential Candidate presented to Client herein who has been offered employment by Client, during the term of this Agreement and for a period of one year after, unless and except where the Client withdrew the employment offer or terminated such Potential Candidate’s employment with the Client.

The Parties shall not discriminate against any Potential Candidate with regard to race, national origin, religion, creed, age, sex, sexual preference, marital status, ancestry, pregnancy or parental status, disability, or veteran status.

This Cookies Policy explains what Cookies are and how We use them. You should read this policy so You can understand what type of cookies We use, or the information We collect using Cookies and how that information is used. This Cookies Policy has been created with the help of the TermsFeed Cookies Policy Generator.

Cookies do not typically contain any information that personally identifies a user, but personal information that we store about You may be linked to the information stored in and obtained from Cookies. For further information on how We use, store and keep your personal data secure, see our Privacy Policy.

We do not store sensitive personal information, such as mailing addresses, account passwords, etc. in the Cookies We use.

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

For the purposes of this Cookies Policy:

Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser.

We use both session and persistent Cookies for the purposes set out below:

If You prefer to avoid the use of Cookies on the Website, first You must disable the use of Cookies in your browser and then delete the Cookies saved in your browser associated with this website. You may use this option for preventing the use of Cookies at any time.

If You do not accept Our Cookies, You may experience some inconvenience in your use of the Website and some features may not function properly.

If You'd like to delete Cookies or instruct your web browser to delete or refuse Cookies, please visit the help pages of your web browser.

For any other web browser, please visit your web browser's official web pages.

You can learn more about cookies here: All About Cookies by TermsFeed.

If you have any questions about this Cookies Policy, You can contact us:

By email: legal@worca.io

When you use or register with the Sites, Worca Inc. (“we”, “us”, “Worca”) may collect certain information that identifies you as an individual or relates to an identifiable individual (“Personal Information”). The categories of Personal Information we may collect include:

With respect to visitors of the Site, we collect the following non-exhaustive categories of information from your browser or directly from you when you visit our Site:

With respect to job applicants, Candidates and our employees and affiliates, we collect the following non-exhaustive categories of information from you:

With respect to Customers, we collect the following non-exhaustive categories of Personal Information from you or from our service providers:

With respect to vendors and independent contractors, we collect the following non-exhaustive categories of Personal Information from you or Worca’s business contacts who may wish to recommend you:

With respect to marketing recipients and prospective customers, we collect the following non-exhaustive categories of Personal Information from you, from our service providers or from information that is publicly available on the internet:

The list provide above is non-exclusive and non-exhaustive and is subject to change by and at the discretion or election of Worca.

By providing your mobile phone number to us, you opt in and consent to receive text messages from us, which includes but is not limited to text messages sent through an automatic telephone dialing system. Consent to receive marketing text messages is not required as a condition of working with us. If you do not wish to receive marketing text messages, do not provide us with your mobile phone number.

We specify below the business and commercial purposes for which we use Personal Information. We use Personal Information to register you with the Sites, to provide you with information regarding employment opportunities and career-related information, to manage our relationship with you, to develop and carry out marketing activities, and to otherwise provide you with requested information or services. We may from time to time use your Personal Information to send you automated email messages, text messages (message and data rates may apply), or marketing materials regarding our services, including employment information. We may also use Personal Information for our business purposes, such as data analysis, audits, protecting the Site from abuse, and improving our services.

In addition to the above purposes, we use your information as described in the section below titled "Disclosures of Personal Information for Business Purposes".

We have not sold any of your personal information in the preceding twelve (12) months.

For business and commercial purposes, Worca may disclose to third parties the following categories of Personal Information:

Worca may disclose such Personal Information to the following categories of third parties:

“Other Information” is any information that does not reveal your specific identity or does not directly relate to an identifiable individual. We may collect Other Information in a variety of ways, including:

We may use third-party advertising companies to serve ads regarding our services when you access and use other websites, based on information relating to your use of the Sites. To do so, these companies may place or recognize a unique cookie on your browser (including through use of pixel tags). By utilizing the Sites, you consent to the use of cookie or other tracking technologies to serve you retargeted advertising.

If you would like more information about opting out of this advertising in desktop and mobile browsers on the particular device on which you are accessing this Policy or this type of advertising, please visit http://www.networkadvertising.org
/managing/opt_out.asp and http://www.aboutads.info/.

This Policy does not address, and we are not responsible for, the privacy, information or other practices of any third parties, including any third party operating any site or service to which the Sites link.

We use reasonable organizational, technical and administrative measures designed to protect Personal Information within our organization. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure, please immediately notify us in accordance with the “CONTACT US” section below.

If you no longer want to receive marketing-related emails from us on a going-forward basis, you may opt-out by using the mechanism contained in each such email. Otherwise, you may unsubscribe by doing either of the following:

You may receive text messages from us.  If you no longer wish to receive marketing-related texts from us on a going-forward basis, you may opt-out by texting “STOP” to us at any time. You may email: legal@worca.io for assistance relating to text messages we send. 

The Sites are not directed to individuals under the age of eighteen (18) and we do not knowingly collect Personal Information from individuals under 18. If you are a resident of California, under 18 and a registered user of the Sites, you may ask us to remove content or information that you have posted to the Sites by writing to [info@worca.io]. Please note that your request does not ensure complete or comprehensive removal of the content or information, as, for example, some of your content may have been reposted by another user.

The Sites are controlled and operated by us from the United States and is not intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United States.

If you are a California resident, you have the right, subject to certain exceptions defined in the California Consumer Privacy Act (“CCPA”) and other applicable laws and regulations, to request that Worca disclose certain information to you about our collection and use of your personal information over the past twelve (12) months. You will not receive discriminatory treatment for exercising your rights under the CCPA. If you would like to exercise your rights to make an information access request or a deletion request, please contact us. In order to verify your request, you will need to provide your legal first and last name, email address you use to correspond with Worca, your relationship with Worca, and the state you currently reside in.  

If you authorize an agent to make an access or deletion request on your behalf, please have the authorized agent email: legal@worca.io because Worca will need to verify the authorization before processing the request. The authorized agent will need to submit documentation evidencing your authorization of this agent to make the request and the authorized agent will need to verify their identity with Worca.

To make an online information access request or a deletion request, please email: legal@worca.io. 

If you have any questions or complaints about the Terms or the Policy, or if you would like to update any personal information you have provided to us, please contact the webmaster at the mailing address or email address below.

Mailing Address:
Worca Inc.
Attn: Terms of Use / Privacy Policy
2485 Huntington Dr,
Suite 248,San Marino,
CA 91108

Email Address: legal@worca.io

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

The content on this website is solely intended to provide broad suggestions on topics of interest. Based on the exact facts present, the way laws are applied and how they affect people might differ greatly. There can be delays, omissions, or inaccuracies in the information provided on this site because laws, rules, and regulations change frequently and because internet communication has inherent risks. As a result, it is understood that the authors and publishers of the information on this website are not engaged in providing legal, accounting, tax, or other professional advice or services. As a result, it shouldn't be used as a replacement for advice from qualified accounting, tax, legal, or other advisers.

Despite our best efforts to ensure that the data on this website came from trustworthy sources, Worca cannot be held liable for any inaccuracies or omissions or the outcomes of the use of this data. Every piece of information on this website is provided "as is," without any assurances as to its correctness, timeliness, or the outcomes of using it; and without any express or implied warranties, including, but not limited to, warranties of performance, merchantability, and fitness for a particular purpose. Any choice you make or action you take based on the information on this site, or for any damages of any kind, will not make Worca or any of its employees accountable to you or anyone else.