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GLOBAL CONTRACTOR PAYMENT FORWARDING SERVICE AGREEMENT

Last updated October 18th, 2022

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:

1. Services

Worca shall provide to Client the payment forwarding services (the “Services”) through its foreign subsidiaries to the Client’s designated global contractors located outside the United States based on the contractor information provided by the Client in writing or otherwise provided in Worca’s self-serving tools or platform (“Platform”). Worca will provide Client access to the Platform upon Client’s creation of a user account with Worca and acceptance of the accompanying applicable terms of use and terms of services. The details of the method and manner for performance of the Service by Worca shall be under its own control, Client being interested only in the results thereof.

2. Client Obligations.

Client shall:

Provide Worca with the required contractor information in writing using form substantially similar to FORM A, which is attached hereto or otherwise submitted on the Platform;
Deposit the payment amount in US dollars that it intends to pay to its contractors (“Payment Funds”) by wire transfer the funds to an account designated by Worca at least 5 business days prior to the Scheduled Payment Date set forth in the FORM A or otherwise submitted on the Platform.
Cooperate with Worca in its performance of the Services;
Take all steps necessary, including obtaining any required consents, to prevent Client-caused delays in Worca’s provision of the Services;

3. Worca Obligations.

Worca shall:

Hold the Payment Funds as a trust fund and the Payment Funds shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement;
Convert the Client’s Payment Funds into local currencies of the global contractors for transferring the payment to the global contractors;
Transfer the converted Payment Funds in local currencies to the global contractors designated by the Client pursuant to the contractor information provided by the Client in FORM A or submitted through the Platform; and
Take all steps necessary, including obtaining any required consents, to prevent Client-caused delays in Worca’s provision of the Services;

4. Monthly Service Fees and Expenses.

In consideration of the provision of the Services by the Worca, Client shall pay the fees set forth in Worca’s then current fee schedule and payment terms set forth in Schedule A.
Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Worca’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under California law, calculated daily and compounded monthly. Client shall also reimburse Worca for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Worca does not waive by the exercise of any rights hereunder), Worca shall be entitled to suspend the provision of any Services if the Client fails to pay any undisputed amounts/fees when due hereunder and such failure continues for 5 days following written notice thereof.

5. Conditions to Hold Payment Funds.

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:

Worca shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary of the Client or parties to this Agreement. Worca shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it.
Worca shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, whether made in physical copy or transmitted electronically on online or through the Platform, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which Worca in good faith believes to be genuine and what it purports to be. Should it be necessary for Worca to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which Worca in good faith believes to be genuine, it shall not be necessary for Worca to inquire into such corporation’s, fiduciary’s or individual’s authority.
Worca shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct.
Worca shall neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between the Client and its global contractors, including, without limitation, any employment or contractor related agreements.
In the event that Worca shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from Client or its global contractors which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all Payment Funds held in the designated account until it shall be directed otherwise in writing jointly by Client and its global contractors or by a final and non-appealable order of a court of competent jurisdiction. Worca shall have the option, after 5 days’ notice to Client and its global contractors of its intention to do so, to file an action in interpleader requiring Client and its global contractors to answer and litigate any claims and rights among themselves.

6. Limited Warranty and Limitation of Liability.

Worca warrants that it shall perform the Services:

(a) An accordance with the terms and subject to the conditions set forth in the respective FORM A and this Agreement or provided by the Client in the Platform.

(b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
Worca’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follow: Worca shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Worca cannot cure such breach within a reasonable time (but no more than 30 days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with 7.2.
WORCA MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN 6.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

7. Term, Termination, and Survival.

This Agreement shall commence as of the Effective Date and will automatically renew on a monthly basis unless terminated by either party by providing a 30-day advance written notice to the other party or the Client elects to cancel the Services by using the Platform’s service cancelation features.
The rights and obligations of the Parties set forth in this Section 6.2, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

8. Limitation of Liability.

IN NO EVENT SHALL WORCA BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, 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 WORCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL WORCA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO WORCA PURSUANT TO THIS AGREEMENT.

9. Indemnification.

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.

10. Entire Agreement.

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.

11. Severability.

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.

12. Amendments.

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.

13. Waiver.

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.

14. Assignment.

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.

15. Successors and Assigns.

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

16. Relationship of the Parties.

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.

17. No Third-Party Beneficiaries.

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.

18. Choice of Law.

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.

19. Governing Law, Jurisdiction, and Venue.

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.

20. Arbitration.

Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services Worca provide to the Client, and 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 City of Los Angeles, Los Angeles County, California before a single arbitrator, in accordance with the JAMS’s rules, regulations, and requirements, as well as any requirements imposed by California law. 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.
Except for representative claims which cannot be waived under applicable law and which are therefore excluded from this Agreement, the Parties waive the right to assert, participate in, or receive money or any other relief from any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.

21. Class Action Arbitration Waiver.

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.

22. Force Majeure.

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.

23. Counterparts.

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.

Form A: Contractor INFORMATION FORM

Geographic Location:

Full Legal Name (First Name, Last Name):

Mailing Address:

Payment Information:

Specific Statement of Work:

Scheduled Payment Date:

Scheduled Payment Amount (US Dollars):

Conditions for Release of Payment Funds:

SCHEDULE A

Monthly Service Fees (“Fees”):

Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services Worca provide to the Client, and 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 City of Los Angeles, Los Angeles County, California before a single arbitrator, in accordance with the JAMS’s rules, regulations, and requirements, as well as any requirements imposed by California law. 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.

Payment Terms and Refund Policy:

Client will be billed on a monthly basis automatically for the Fees until it notifies Worca for termination of the Agreement or the Client elects to cancel the Services by using the cancelation feature on the Platform, subject to the availability of the feature on the Platform
Refund of the Fees is limited and subject to Worca’s sole discretion.

WORCA CONTRACT-TO-HIRE AGREEMENT

Last updated October 18th, 2022

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:

1. Company’s Duties and Responsibilities.

Company shall:
‍
(a) review applicable job requirements specified by the Client and collaborate with the Client’s designated hiring manager to discuss interview questions for interviewing qualified candidates;

(b) recruit, screen, source, interview potential candidates that meet the Client’s talent descriptions and requirements;

(c) assign its talents (the “Assigned Employees”) to perform the work described in Exhibit A for Client for the term specified in Exhibit A;

(d) pay Assigned Employees wages and provide other benefits as the Company deems appropriate;

(e) pay, withhold, and transmit payroll taxes, provide unemployment insurance and workers’ compensation in an amount no less than required by law, and handle workers’ compensation and unemployment claims involving Assigned Employees;

(f) require Assigned Employees to acknowledge in writing that they are employees of the Company alone and that they are not employees of the Client;

(g) require Assigned Employees to sign an agreement acknowledging that they are not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by Client to its employees

(h) require Assigned Employees to sign a confidentiality agreement (substantially in the form of Exhibit C) before they begin their assignments to Client; and

(i) require Assigned Employees to sign an assignment of intellectual property rights agreement (substantially in the form of Exhibit C) before they begin their assignments to Client.Company shall:
Company represents that:

(a) it is solely responsible for all required training of Assigned Employees under federal, state, and local laws, including those regarding anti-harassment, anti-retaliation, anti-discrimination, workplace safety training, and any other applicable laws;

(b) it has, and during the term of this Agreement shall maintain, anti-harassment, anti-retaliation, and anti-discrimination policies, and appropriate complaint procedures in place;

(c) it is solely responsible for the supervision of Assigned Employees;

(d) it is solely responsible for all pre-employment screening and testing of Assigned Employees, as may be required or allowed by law, including Form I-9 verification, criminal background checks, industry-specific checks, other background checks, and related recordkeeping; and

(e) it is solely responsible for performance managing, disciplining, and terminating its Assigned Employees.
Company represents and warrants that Assigned Employees will have the qualifications specified by Client. If Client in its sole discretion finds any Assigned Employee’s qualifications or general work-related behavior lacking, or the Client finds that any Assigned Employee’s performance fails to meet the Client’s expectation, the Client shall advise and notify the Company in writing within 7 days of discovering the insufficiency or performance issue. Upon receiving such notification, the Company will make reasonable efforts to replace the Assigned Employee(s) promptly. If the Company cannot replace the Assigned Employee(s) within seven (7) days after the Company terminates the Assigned Employee(s) for performance failure, the Company will not charge Client for the service fee of this Agreement for the terminated Assigned Employee(s) until a replacement Assigned Employee(s) is assigned.

2. Client Duties and Responsibilities.

Client shall:

(a) conduct final interviews and applicable testing or examination of the qualified candidates presented by the Company;

(b) inform Assigned Employees of the Client’s work to be performed, and Client shall be responsible for its business operations, products, services, and intellectual property;

(c) properly safeguard and control its premises, processes, or systems, and shall not permit Assigned Employees to operate Client’s vehicles or mobile equipment, or entrust them with unattended premises, property, or other valuables, without Company’s express prior written approval or as required by the job described in Exhibit A; and

(d) provide Assigned Employees with appropriate information and equipment.
Client shall not:

(a) include Assigned Employees in Client’s benefits plans, policies, or practices, or make any offer or promise relating to Assigned Employee compensation or benefits without the Company’s express prior written approval; or

(b) change Assigned Employee job duties without Company’s express prior written approval.

3. Payment for Services.

Company shall invoice Client for services provided in accordance with this Agreement at the rates and terms set forth in Exhibit A. Payment is due upon receipt of the invoice. If any portion of any invoice is disputed, Client shall pay the undisputed portion as the parties attempt to resolve any disputed amounts.
Company acknowledges and agrees that Assigned Employees are all exempt from laws requiring overtime pay. Assigned Employees under this Agreement will not be paid a premium for any time worked more than forty (40) hours in any workweek. Company acknowledges and agrees that it is solely responsible for ensuring all hours worked by Assigned Employees are paid at the legally required rate and assumes all liability for any non-payment of wages.
Client agrees to pay late charges on any unpaid balances after 5 days from the due date at the rate of 10% per month or the maximum legal rate, whichever is less.

4. Rate Increase.

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

5. Conversion Fees.

The Client may hire directly onto its own payroll or engage as an independent contractor any Assigned Employee at any time by promptly notifying the Company in writing. Depending on the number of months that the Assigned Employee then assigned to the Client upon the Client’s conversion request, the Client shall pay Company a conversion fee based on the new annualized base salary or compensation of the Assigned Employee offered by the Client, accepted by the Assigned Employee, at the rate set forth in the Conversion Fees Schedule under Exhibit B.
Notwithstanding any other provision of this Agreement, if Client terminates this Agreement or notifies Company of its intent to terminate this Agreement, and Client desires to hire directly onto its own payroll or engage as an independent contractor any Assigned Employee then assigned to Client, Client must promptly notify the Company in writing and pay Company a conversion fee based on the Assigned Employee’s new annualized base salary or compensation offered by the Client, accepted by the Assigned Employee, at the rate set forth in the Conversion Fees Schedule under Exhibit B.
For the purpose of calculating the conversion fees, at the request of the Company, the Client shall provide a copy of the employment offer letter or agreement setting forth the new annualized salary or compensation of the Assigned Employee (“Transfer Employment Agreement”). The Client shall not execute or enter into any employment agreement or contract with the Assigned Employee until the Client pays the conversion fee in full to the Company pursuant to Section 5. After the Client pays the conversion fee and executes the Transfer Employment Agreement, upon the Company’s request, the Client must provide a copy of the same Transfer Employment Agreement, fully executed, to the Company.

6. Relationship of the Parties.

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.

7. Indemnification.

Client shall defend, indemnify, and hold harmless Company and Company’s affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all claims, losses, and liabilities, including reasonable attorneys’ fees arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Client; and

(b) Client’s material breach of any representation, warranty, or obligation of Client set forth in this Agreement.
The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim, suit, action, or proceeding and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim, suit, action, or proceeding and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any claim, suit, action, or proceeding in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent , which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this 7.2 shall not relieve the indemnifying party of its obligations under this 7 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own expense.
The parties agree that this 7 constitutes the complete agreement between the parties with respect to indemnification and each party waives its right to assert any common law indemnification or contribution claim against the other party.

8. LIMITATION OF LIABILITY.

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.

9. Confidential Information.

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.

10. Compliance with Law.

Both parties represent and warrant to each other that they are in compliance with all applicable laws.
Client and Company affirm and agree that they are equal employment opportunity employers and are in full compliance with any and all applicable anti-discrimination laws, rules, and regulations. Client and Company agree not to harass, discriminate against, or retaliate against any employee of the other because of his or her race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall either party cause or request the other party to engage in such discrimination, harassment, or retaliation. In the event of any complaint of unlawful discrimination, harassment, or retaliation by any Assigned Employee, Client and Company agree to cooperate in the prompt investigation and resolution of such complaint.
Client and Company affirm and agree that for purposes of all statutory and regulatory requirements for employee leaves of absence, including the Family and Medical Leave Act and any similar state or local law, Client and Company shall cooperate in compliance with any such requirements.

11. Ownership of Intellectual Property Rights.

Client is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables created by Assigned Employees on Client’s behalf, including all Intellectual Property Rights therein. Company agrees, and will cause its Assigned Employees to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire,” Company hereby irrevocably assigns, and shall cause the Assigned Employees to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Company shall cause the Assigned Employees to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Assigned Employees may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables. All Assigned Employees shall sign an agreement, attached hereto as Exhibit C, confirming the provisions contained in this 11.1.
Upon the reasonable request of Client, Company shall, and shall cause the Assigned Employees to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect, or record its rights in or to any Deliverables.

12. Cooperation.

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.

13. Term and Termination.

This Agreement shall commence as of the Effective Date and shall continue thereafter for an initial period of 3 months, unless sooner terminated.
This Agreement may be terminated by either party upon thirty (30) days’ written notice to the other party.
Notwithstanding the above 13.2, either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party:

(a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; or

(b) (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
The terms and conditions of this clause and 6, 7, 8, 9, 10, 11, 14, 15, 17, and 20 shall survive the expiration or termination of this Agreement.

14. Governing law, jurisdiction, and venue.

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.

15. Remedies.

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.

16. Attorneys’ Fees.

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.

17. Arbitration.

Any dispute, controversy, or claim arising out of or relating to this Agreement or any breach or termination of this Agreement, including but not limited to services provided under this Agreement, and 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 arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the parties, except for any dispute relating to the enforceability or scope of any class and collective action waiver, which shall be determined by a court of competent jurisdiction.

18. Non-Solicitation.

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.

19. Force Majeure.

No party shall be liable or responsible to the other party, nor 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 to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation:

(a) acts of God;

(b) flood, fire, earthquake, or explosion;

(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or act, riot, or other civil unrest;

(d) actions, embargoes, or blockades in effect on or after the date of this Agreement;

(e) national or regional emergency; or

(f) compliance with any law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or failing to grant a necessary license or consent;

(g) strikes, labor stoppages or slowdowns, or other industrial disturbances;

(h) shortage of adequate power or telecommunications or transportation facilities;

(i) Epidemics, pandemics, and quarantines, such as the events connected with COVID-19; or

(j) any other event which is beyond the reasonable control of such party

(each of the foregoing, a “Force Majeure Event”). A party whose performance is affected by a Force Majeure Event shall give notice to the other party within 10 days of the Force Majeure Event, stating the period of time the occurrence is expected to continue.
The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause. If the affected party’s failure or delay remains uncured for a period of 30 days following written notice given by it under this 19, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

20. Miscellaneous.

Each party shall, upon the reasonable request , and at the sole cost and expense, of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party , which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof 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 rights, 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.
If any term or provision of this Agreement is 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement, together with all Schedules, Exhibits, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits, and any other documents incorporated herein by reference shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Captions and headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email , facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Exhibit A
NATURE AND LOCATION OF WORK; PAYMENT FOR SERVICE

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

Exhibit B
CONVERSION FEES SCHEDULE

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.

The Month of the Assigned Employee with the Client

Percentage of the New Annualized Base Salary or Compensation of the Assigned Employee in Calculating Conversion Fees

Month 1

25%

Month 2

23%

Month 3

21%

Month 4

19%

Month 5

17%

Month 6

15%

Month 7

13%

Month 8

11%

Month 9

Month 10

Month 11

Month 12

Month 13

Month 14

EXHIBIT C

Confidentiality and Assignment of Proprietary Rights Agreement

Worca Platform Terms of Use

Last updated October 18th, 2022

Acceptance of the Terms of Use

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.

Changes to the Terms of Use

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.

User Accounts

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

Accessing the Platform and Account Security

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:

Making all arrangements necessary for you to have access to the Platform.
Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

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.

Company’s Intellectual Property Rights

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.

Prohibited Uses

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

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Platform.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Platform.

User Content

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 own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Content do and will comply with these Terms of Use.

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.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Content for any or no reason in our sole discretion.
Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

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.

Other Terms and Conditions

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.

Links from the Platform

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.

Geographic Restrictions

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.

Disclaimer of Warranties

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.

Limitation on Liability

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:

PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM OR SERVICES PROVIDED BY THE COMPANY.

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.

Indemnification

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.

Governing Law

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).

Arbitration; Class Action Arbitration Waiver

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.

Limitation on Time to File Claims

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.

Waiver and Severability

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.

Entire Agreement

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.

Your Comments and Concerns

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.

EOR Terms of Service

Last updated October 4th, 2022

PERSONNEL FOR CLIENT

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”).

WORCA UNEMPLOYMENT INSURANCE

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.

FEES / PAYMENT TERMS

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.

Recruitment Terms of Service

Last updated October 4th, 2022

Article 1 - AGREEMENT

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).

Article 2 - FEES

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.

Article 3 - 90 DAY GUARANTEE

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:

the Personnel is discharged by Client following a layoff, downsizing, or reorganization of the position;
the Personnel is discharged following the Client’s involvement in a sale or merger;
Client has significantly modified the Candidate’s job duties or assigned him or her to another position;
Client does not give Worca the exclusive opportunity to replace the Candidate;
The Client hires/employs a replacement from any source other than Worca or the Client is no longer actively seeking to fill the position.

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).

Article 4 - REQUIREMENTS FOR PAYMENT

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

Article 5 - RELATIONSHIP OF THE PARTIES

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.

Article 6 - INDEMNITY

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.

Article 7 - TERMINATION

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

if the other Party commits a material breach of any term of this Agreement, and fails to cure such breach within ten (10) days of notification of such breach by the Party;
if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform; files for bankruptcy or similar relief; or substantial assets of which are assigned in trust or receivership for benefit of creditor(s);
if either Party indicates their desire to terminate, for any or no reason, and provides 30 (thirty) days' advance written notice

Upon the expiration of the term of this Agreement or earlier termination in accordance within this Agreement, Client shall timely pay all Fees owed under this Agreement for the services performed and costs incurred by Recruiter up to and including the applicable date of expiration or termination (inclusive of any cure and notice periods).

Article 8 - NON-SOLICITATION

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.

Article 9 - NO DISCRIMINATION

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.

Article 10 - GENERAL PROVISIONS

LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
ASSIGNMENT: Except as otherwise provided herein, this Agreement, or the rights granted hereunder, may not be transferred, assigned, sold, leased or otherwise transferred in whole or part by either Party without the consent of Parties. This provision shall not apply and shall prevent the transfer and assignment by a Party to its successor entity in the event of a merger, consolidation, or business purchase provided that such successor entity assumes all liabilities and obligations hereinunder of the transferring Party .
AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
FORCE MAJEURE: Recruiter is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, pandemics, government orders, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement or other address as that Party may from time to time notify to the other Party in accordance with this clause.

Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of email).
In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

Cookies Policy

Last updated October 4th, 2022

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.

Interpretation and Definitions

Interpretation

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.

Definitions

For the purposes of this Cookies Policy:

Company (referred to as either "the Company", "We", "Us" or "Our" in this Cookies Policy) refers to Worca, Inc., 2485 Huntington Dr Ste 248.
Cookies means small files that are placed on Your computer, mobile device or any other device by a website, containing details of your browsing history on that website among its many uses.
Website refers to Worca, accessible from https://worca.io
You means the individual accessing or using the Website, or a company, or any legal entity on behalf of which such individual is accessing or using the Website, as applicable.

The use of the Cookies

Type of Cookies We Use

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:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Functionality Cookies
‍
Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

Your Choices Regarding Cookies

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 the Chrome web browser, please visit this page from Google: https://support.google.com/accounts/answer/32050
For the Internet Explorer web browser, please visit this page from Microsoft: http://support.microsoft.com/kb/278835
For the Firefox web browser, please visit this page from Mozilla: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored
For the Safari web browser, please visit this page from Apple: https://support.apple.com/guide/safari/manage-cookies-and-website-data-sfri11471/mac

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

More Information about Cookies

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

Contact Us

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

By email: legal@worca.io

Privacy

Last updated October 4th, 2022

1. COLLECTION OF PERSONAL INFORMATION

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:

Internet activity, such as your browsing activity on the Site, your IP address, cookies, installed plug-ins, javascript objects, and geolocation data
Identifiers if you wish to download certain reports like our salary guides, in which case you will need to provide your first and last name, email
Professional information if you wish to download certain reports like our salary guides, in which case you will need to provide your job title
Other information or data for the operation, maintenance, or function of the Sites and the information or services provided therein or therefrom.

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

Identifiers, such as your name and contact information (email, address (mailing and home) and phone number), and any login ID or email address and password created by you
Professional or employment-related information, such as your job search criteria and preferences, your availability to work, your employment experience, educational history, your skills, reference information, background check information, pay / compensation expectations, ability to work in the United States, languages spoken, and other information contained in your resume
Emergency contact information consisting of full name and phone number
Information protected against security breaches such as bank information if you work with us and elect to be paid via direct deposit consisting of bank account numbers and direct deposit information
Other information or data for the operation, maintenance, or function of the Sites and the information or services provided therein or therefrom.

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

Identifiers such as your name, business phone number, and work email
Professional or employment-related information such as your company name, department, and job title
Information protected against security breaches such as bank and payment information if we render services to you, depending on how you elect to pay for services rendered
Other information or data for the operation, maintenance, or function of the Sites and the information or services provided therein or therefrom.

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:

Identifiers such as your name, business phone number, and work email
Professional or employment-related information such as your company name, department, and job title
Information protected against security breaches such as bank account information, so we can pay you for providing products or services to Worca
Other information or data for the operation, maintenance, or function of the Sites and the information or services provided therein or therefrom.

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:

Identifiers such as your name, business phone number, and work email
Professional or employment-related information such as your company name, department, and job title
Other information or data for the operation, maintenance, or function of the Sites and the information or services provided therein or therefrom.

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.

2. USE OF PERSONAL INFORMATION

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".

3. NO SALES OF PERSONAL INFORMATION

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

4. DISCLOSURES OF PERSONAL INFORMATION FOR BUSINESS PURPOSES

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

Identifiers such as your name and email address
Characteristics of protected classifications under California or Federal law such as gender
Internet or other electronic activity information such as network activity information or information obtained from your device like browsing history on the Site, IP address, search history on the Site, your interaction with an advertisement, installed plug-ins, and javascript objects on your device.
Information protected against security breaches like your direct deposit or bank account information so that workers can be paid and Customers can pay us.
Geolocation data
Professional or employment-related information
Education information
Other information and data collected from the Sites as permitted by law

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

Service Providers. We may share Personal Information with our third-party service providers who perform business functions and services on our behalf such as the provider of Worca’s customer relationship management solution.
Customers and Prospective Customers. Customers and prospective customers may request professional and employment-related information for purposes of evaluating a Candidate’s credentials, skills and experience. Customers may also need to approve and process timesheet information for Candidates.
Candidates. We may share Personal Information of our Customers or prospective customers to Candidates such as when a Candidate must know information about whom to contact when going on an interview or an assignment with a Customer or prospective customer.
As required or appropriate by law. We may disclose Personal Information to regulatory authorities, government authorities or courts to comply with applicable laws, the service of legal process, or if we reasonably believe that such action is necessary to (a) comply with the law requiring such disclosure; (b) protect the rights or property of Worca or its affiliated companies; (c) prevent a crime or protect national security; or (d) protect the personal safety of the users or the public.
Business transfers. We also may disclose or transfer information to a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings).
Subsidiaries. Worca may share Customer data with Worca’s subsidiaries and/or affiliates for the business purpose of allowing such subsidiaries and/or affiliates to propose a managed business service offering that would bring together consulting expertise, highly skilled specialized staffing resources, and/or other functions or purposes to address a Customer’s business needs.

5. COLLECTION AND USE OF OTHER INFORMATION

“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:

Through your browser or device: Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Macintosh), screen resolution, operating system name and version, device manufacturer and model, language, date, and Internet browser type and version. We use this information to ensure that the Sites function properly.
Using pixel tags and other similar technologies: Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of Site users and email recipients, market our services to you, measure the success of our marketing campaigns and compile statistics about Site usage and response rates.
Analytics: We use third-party analytics providers such as Google Analytics and Inspectlet on the Sites. Google Analytics uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. Google Analytics may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and opt out by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout. We have also engaged Inspectlet to analyze the activities of visitors to this Site, and Inspectlet’s authorized use of cookies and other tracking technologies enable it to have access to Personal Information of visitors to this Site. Such access to and use of Personal Information by Inspectlet is governed by Inspectlet’s privacy policy, available at https://www.inspectlet.com/legal#privacy.
Site Security: We use the reCAPTCHA service provided by Google to protect the Site and your submissions via internet submission forms on this Site. reCAPTCHA uses the following to evaluate your use of the Site: IP address, your device type and information about your device, cookies placed on your device (such as from Google), language and date information, installed plug-ins, and javascript objects. Your use of reCAPTCHA on the Site is subject to the Google Terms and Privacy Policy.
IP address: Your "IP Address” is a number that is automatically assigned to your computer by your Internet Service Provider. An IP Address may be identified and logged automatically in our server log files whenever a user accesses the Sites, along with the time of the visit and the pages visited. We use IP Addresses for purposes such as calculating usage levels, diagnosing server problems, and administering the Sites. We may also derive your approximate location from your IP Address.

Please note that we may use and disclose Other Information for our business purposes.
Using Cookies:

‍What Are Cookies?

‍Cookies are pieces of information stored on the computer or mobile device that you are using. Cookies allow us to collect information such as browser type, time spent on the Site, pages visited, registrations, submissions, demographics, information requests, language preferences, and other traffic data. We use the information for security purposes, to recognize your device, to facilitate navigation, to display information more effectively, and to personalize your experience. We also gather statistical information about use of the Site to enhance its functionality, understand how it is used and assist us with resolving questions about it. We may also use cookies and other technologies in online advertising campaigns to track responses to our ads. If you do not want information collected through the use of cookies, most browsers allow you to automatically decline cookies, or be given the choice of declining or accepting a particular cookie (or cookies) from a particular site. If, however, you do not accept cookies, you may experience some inconvenience in your use of the Site.

‍Strictly Necessary Cookies

‍These cookies are necessary for the Sites to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the Site will not then work. These cookies do not store any Personal Information.

‍Performance Cookies

‍These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our Sites. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. The data stored by these cookies never shows personal details from which your individual identity can be established. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance. The data stored by these cookies never shows personal details from which your individual identity can be established. Other similar technology we use includes web beacons that are used on some of the Sites’ pages and in emails we send. They allow us to count users who visited these pages. Web beacons collect limited information including a cookie number, time and date of a page view, and a description of the page on which the web beacon resides. We may also carry web beacons placed by third party advertisers. We also use web beacons or similar technology to learn whether or not emails sent to you have been opened. Web beacons are only used to track the effectiveness of a particular marketing campaign. Web beacons do not store any Personal Information.

‍Advertising and Social Cookies

‍These cookies may be set through our Sites by our advertising partners. These cookies collect Personal Information about your browsing habits in order to make advertising more relevant to you and your interests. Personal Information and data stored by these cookies are based on uniquely identifying your browser and internet device. We also use social media cookies to allow you to share our content on social networking sites through Facebook, Twitter, LinkedIn, and YouTube. Disabling these cookies may result in seeing advertising that is not as relevant to you or you not being able to link effectively with Facebook, Twitter, or other social networks and/or not allowing you to share content on social media.

6. RETARGETING

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/.

7. THIRD PARTY SERVICES

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.

8. SECURITY

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.

9. CHOICES RELATING TO RECEIVING EMAIL FROM US

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:

Send us an email at legal@worca.io

10. CHOICES RELATING TO SMS TERMS

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.

11. USE OF SITES BY MINORS

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.

12. JURISDICTIONAL ISSUES

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.

13. ACCESS OR DELETION REQUESTS FOR CALIFORNIA RESIDENTS

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.

14. CONTACT US

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.

GLOBAL CONTRACTOR PAYMENT FORWARDING SERVICE AGREEMENT

1. Services

2. Client Obligations.

3. Worca Obligations.

4. Monthly Service Fees and Expenses.

5. Conditions to Hold Payment Funds.

6. Limited Warranty and Limitation of Liability.

7. Term, Termination, and Survival.

8. Limitation of Liability.

9. Indemnification.

10. Entire Agreement.

11. Severability.

12. Amendments.

13. Waiver.

14. Assignment.

15. Successors and Assigns.

16. Relationship of the Parties.

17. No Third-Party Beneficiaries.

18. Choice of Law.

19. Governing Law, Jurisdiction, and Venue.

20. Arbitration.

21. Class Action Arbitration Waiver.

22. Force Majeure.

23. Counterparts.

Form A: Contractor INFORMATION FORM

SCHEDULE A

WORCA CONTRACT-TO-HIRE AGREEMENT

1. Company’s Duties and Responsibilities.

2. Client Duties and Responsibilities.

3. Payment for Services.

4. Rate Increase.

5. Conversion Fees.

6. Relationship of the Parties.

7. Indemnification.

8. LIMITATION OF LIABILITY.

9. Confidential Information.

10. Compliance with Law.

11. Ownership of Intellectual Property Rights.

12. Cooperation.

13. Term and Termination.

14. Governing law, jurisdiction, and venue.

15. Remedies.

16. Attorneys’ Fees.

17. Arbitration.

18. Non-Solicitation.

19. Force Majeure.

20. Miscellaneous.

Exhibit ANATURE AND LOCATION OF WORK; PAYMENT FOR SERVICE

Exhibit BCONVERSION FEES SCHEDULE

EXHIBIT C

Worca Platform Terms of Use

Acceptance of the Terms of Use

Changes to the Terms of Use

User Accounts

Accessing the Platform and Account Security

Company’s Intellectual Property Rights

Prohibited Uses

Additionally, you agree not to:

User Content

Monitoring and Enforcement; Termination

Other Terms and Conditions

Links from the Platform

Geographic Restrictions

Disclaimer of Warranties

Limitation on Liability

Indemnification

Governing Law

Arbitration; Class Action Arbitration Waiver

Limitation on Time to File Claims

Waiver and Severability

Entire Agreement

Your Comments and Concerns

EOR Terms of Service

PERSONNEL FOR CLIENT

WORCA UNEMPLOYMENT INSURANCE

FEES / PAYMENT TERMS

Recruitment Terms of Service

Article 1 - AGREEMENT

Article 2 - FEES

Article 3 - 90 DAY GUARANTEE

Exhibit A
NATURE AND LOCATION OF WORK; PAYMENT FOR SERVICE

Exhibit B
CONVERSION FEES SCHEDULE