WorkWhile Services Agreement

This Services Agreement ("Agreement") is a legally binding contract between you ("Customer," "you," or "your") and Workforce as a Service, Inc., a Delaware corporation d/b/a WorkWhile ("WorkWhile", "we" or "us"), and governs your use and access of the WorkWhile Platform (as defined below), and related content, products and services (collectively, the "Services") offered by Workwhile.

BY ACCEPTING THESE TERMS, ACCESSING AND USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO THE TERMS AND CONDITIONS HEREIN, INCLUDING WORKWHILE'S PRIVACY POLICY AND TERMS OF SERVICE (EACH INCORPORATED HEREIN BY REFERENCE AND DESCRIBED IN SECTION 2.3 BELOW). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

1.1  "Contractor"  means an independent contractor who provides services through the WorkWhile Platform.

1.2  "Worker Payment"  means the payment rate for the Contractor or Payroll Worker who performs the Work Request.

1.3  "Services Engagement"  means an agreement between Customer and a Contractor or Payroll Worker whereby the Customer will engage the Contractor or Payroll Worker as described in a WorkWhile Match and agreed between the Customer and Contractor or Payroll Worker.

1.4  "WorkWhile Match"  means a notification created or provided by WorkWhile to one or more Contractors or Payroll Workers on the WorkWhile Platform or otherwise (whether by phone, push notifications, SMS text message notifications, in person or otherwise), which includes a description of a Work Request (including services to be provided by the Contractor or Payroll Worker), the date and time (as applicable) by which the Work Request must be completed, and the Worker Payment.

1.5  "WorkWhile Platform" or the "Platform"  means, collectively, the technology platform and software that enables users (including Contractors, Payroll Workers, and Customers) of WorkWhile's SMS text messaging platform, mobile applications, and websites (including https://www.workwhile.ai/) provided as part of the Services to create, view, arrange, schedule, and submit Work Requests and WorkWhile Matches, and otherwise obtain services from Contractors or Payroll Workers, as applicable.

1.6  "Work Request"  means a request for Services or work by Customer, which includes a description of the services for which you wish to engage Contractors or Payroll Workers.

1.7  "Payroll Workers"  means workers employed by WorkWhile's affiliate, Service Workers LLC ("Service Workers") for the purpose of administering payroll and related employment obligations. Customer acknowledges and agrees that neither WorkWhile nor Service Workers will control the working conditions or the workplace in which a Payroll Worker will perform services for Customer. WorkWhile is not the employer of any users of the WorkWhile Platform who provide Services, regardless of their designation as a Contractor or Service Worker. Customer is responsible for the supervision, direction, and control of the day-to-day activities of each Payroll Worker and for maintaining a safe and legally compliant worksite.

2. THE SERVICES

2.1  Grant of Access and Use.  Subject to the terms and conditions of this Agreement, WorkWhile grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable right to access and use the Services, including access to and use of the WorkWhile Platform. Any rights not expressly granted herein are reserved by WorkWhile and WorkWhile's licensors.

2.2  Work Requests.  So long as this Agreement is in effect, Customer may submit a Work Request via the WorkWhile Platform. Customer may elect whether to request Contractors or Payroll Workers, and agrees that Customer is solely responsible for determining whether to request Contractors or Payroll Workers for any given Work Request. Work Requests will be posted and shared on the WorkWhile Platform and used to notify Contractors or Payroll Workers of WorkWhile Matches. Once Customer and a Contractor or Payroll Worker agree to a WorkWhile Match, the Work Request will become a Services Engagement. WorkWhile reserves the right, in its sole discretion, to reject any Work Request that violates the terms of this Agreement or WorkWhile's policies.

2.3  Additional Terms and Conditions.  The receipt and use of all Services shall be subject to and conform with WorkWhile's Privacy Policy (https://www.workwhile.ai/workwhile-privacy-policy) and Terms of Service (https://www.workwhile.ai/terms-of-service), each as in effect from time to time and incorporated herein by reference. By accepting this Agreement, Customer also agrees to be bound by WorkWhile's Privacy Policy and Terms of Service. In the event of any conflict between this Agreement and WorkWhile's Privacy Policy or Terms of Service, this Agreement shall control. Services Engagements for Payroll Workers are also subject to the terms and conditions of Service Workers LLC as in effect from time to time. Certain additional terms or policies may apply to specific Services and are incorporated herein by reference (collectively with the Privacy Policy and Terms of Service, the "Policies").

2.4  Restrictions and Responsibilities.

2.4.1.  Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by WorkWhile or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.4.2.  Customer represents, covenants, and warrants that Customer will use the Services only in compliance with WorkWhile's Policies and all applicable laws and regulations, including all applicable federal, state, and local employment, wage and hour, workplace safety, and anti-discrimination laws. Customer hereby agrees to indemnify and hold harmless WorkWhile against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services.

2.4.3.  Customer is solely responsible for determining the appropriate worker type (Contractor or Payroll Worker) for any Work Request. WorkWhile makes no representations or warranties regarding the appropriate classification of workers for Customer's specific business needs, and Customer acknowledges that it has independently assessed its obligations under applicable law.

2.5  Third Party Services and Content.  The Services or WorkWhile Platform may be made available or accessed in connection with third party services and content that WorkWhile does not control, including but not limited to payment processing services provided by Stripe and Everee. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. WorkWhile has no control over and does not endorse such third party services and content and in no event shall WorkWhile be responsible or liable for any interactions you may have with or any products or services you may receive from such third party providers.

2.6  Network Access and Devices.  You are responsible for obtaining the data network access necessary to use the Services and WorkWhile Platform. Your mobile network's data and messaging rates and fees may apply if you access or use the Services or WorkWhile Platform from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the WorkWhile Platform and any updates thereto. WorkWhile does not guarantee, warrant or represent that the Services, the WorkWhile Platform or any portion thereof will function on any particular hardware or devices. In addition, the Services or WorkWhile Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Customer shall also be responsible for maintaining the security of its equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer's account with or without Customer's knowledge or consent.

3. FEES AND PAYMENT

3.1  Engagement Fees.  In consideration of WorkWhile's provision of the WorkWhile Services and WorkWhile Platform for Customer's use and benefit hereunder, Customer agrees to pay WorkWhile a fee for each Services Engagement at WorkWhile's then current rates (each, an "Engagement Fee"), and the amount of which will be based on the total amount of the Worker Payment. Engagement Fees may also be based in part on the type of engagement, overall demand, and the geographic location of the Contractor or Payroll Worker. WorkWhile will provide you with the amount of the Engagement Fee at the time the Services Engagement is entered into, and may, at its option, provide Customer with a non-binding estimate of the Engagement Fee when a Work Request is submitted. Generally, you will be billed Engagement Fees by WorkWhile each day on which Services Engagements have been arranged and/or completed. WorkWhile reserves the right to establish, remove and/or revise Engagement Fees for any or all Services Engagements obtained through the use of the Services at any time, in WorkWhile's sole discretion. Continued use of the Services or WorkWhile Platform after any such change in the Engagement Fees calculation shall constitute your consent to such change.

3.2  Worker Payments.  Once a Services Engagement is completed by a Contractor or Payroll Worker, WorkWhile will facilitate your payment of the applicable Worker Payment on behalf of the Contractor or Service Workers, as a limited payment collection agent. A Services Engagement shall be considered complete once the Services have been performed by the applicable Contractor. After receipt from Customer of the Worker Payment for a completed Services Engagement, WorkWhile will pay the applicable Contractor the Worker Payment. You retain the right to negotiate the Worker Payment with a Contractor or Service Workers for services received by you.

3.3  Late Cancellation Fee.  In the event that Customer cancels any portion of a Services Engagement, including reducing the length of the Services Engagement, within 24 hours before the scheduled start time of the Services Engagement, Customer will be required, and agrees, to pay the total cost of the Services Engagement, including both the Worker Payment and the Engagement Fee paid to WorkWhile.

3.4  Taxes; General.  Engagement Fees and Worker Payments (collectively, "Charges") do not include any applicable taxes, levies, duties or similar governmental assessments of any nature, including but not limited to sales, use or withholding taxes, assessable by any local, state, federal or foreign jurisdiction (collectively, "Taxes"). Customer and, as applicable, Contractors or Service Workers, are responsible for paying all Taxes associated with Service Engagements and Engagement Fees. If WorkWhile has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer. Charges paid by you are final and nonrefundable, unless otherwise determined by WorkWhile.

3.5  Gratuity.  Worker Payments are intended to fully compensate the applicable Contractor or Payroll Worker for each completed Services Engagement. WorkWhile does not designate any portion of the Worker Payment or wages as a tip or gratuity to the Contractor or Payroll Worker. You understand and agree that, while you are free to provide additional payment as a gratuity to any Contractor or Payroll Worker who provides you with services obtained through the Services, you are under no obligation to do so. Gratuities are voluntary. After you have received services from a Contractor or Payroll Worker and a Services Engagement is completed, you will have the opportunity to rate your experience and leave additional feedback about the applicable Contractor or Payroll Worker.

3.6  Payment Method.  All Charges are due immediately and payment will be facilitated by WorkWhile using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that WorkWhile may, as the limited payment collection agent, use a secondary payment method in your Account, if available. In the event that there are unpaid or past due amounts for Charges associated with your Account, you must pay a finance charge of the lesser of 1.5% per month or the maximum amount permitted by law on such outstanding balances, plus all expenses of collection, including reasonable attorneys' fees. By providing your payment information to our third party payment processor, you represent and warrant that you are legally authorized to provide such information and that you are legally authorized to initiate payments using such information.

3.7  Direct Hire Fee.  In the event Customer desires to hire or otherwise engage a Contractor or Payroll Worker outside of the WorkWhile Platform in the twelve (12) months following Customer's or any Customer personnel's last contact with the Contractor or Payroll Worker, Customer will notify WorkWhile and subsequently Customer will be billed a fee in the amount of $1,000 (the "Direct Hire Fee"). Such Direct Hire Fee shall be charged regardless of the method or manner through which Customer and the applicable Contractor or Payroll Worker enter into an off-Platform engagement. Any engagement where the Contractor or Payroll Worker receives any compensation from Customer shall be defined as a "hire" and shall trigger the Direct Hire Fee, including a full-time hire, part-time hire, independent contractor engagement, intern hire, or any other such engagement. In addition, a "hire" shall include any situation where Customer provides any information regarding the Contractor or Payroll Worker to a third party and that third party hires the Contractor or Payroll Worker, in any capacity, whether a full-time hire, part-time hire, independent contractor engagement, intern hire, or any other such engagement or relationship where Contractor or Payroll Worker receives any compensation, directly or indirectly, from Customer and/or the third party.

3.8  Billing.  If Customer believes that WorkWhile has billed Customer incorrectly, Customer must contact WorkWhile no later than 14 days after the invoice date on which the error or problem appeared, in order to receive an adjustment or credit.

4. IP OWNERSHIP

4.1  WorkWhile IP.  WorkWhile shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing (collectively, the "WorkWhile IP").

4.2  Suggestions.  Customer hereby grants to WorkWhile a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the WorkWhile IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the WorkWhile IP.

4.3  Usage Data.  Notwithstanding anything to the contrary, WorkWhile shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and WorkWhile will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other WorkWhile offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

5. CONFIDENTIALITY

5.1  Definition of Confidential Information.  As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information.

5.2  Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party's employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.3  Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5.4  Information Included in Work Requests and Services Engagements.  Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Work Requests and subsequent WorkWhile Matches will be sent to Contractors or Payroll Workers who will need this information to determine if they want to perform the requested services. By submitting a Work Request, Customer is requesting, and expressly consents to have details of the Work Request and subsequent WorkWhile Match sent to Contractors or Payroll Workers that WorkWhile deems qualified to perform the requested services. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of is knowledge.

5.5  Worker Personal Data.  Customer acknowledges that in connection with Services Engagements, it may receive personal data relating to Contractors and Payroll Workers. Customer agrees to use such personal data solely for purposes of managing the applicable Services Engagement, and not to retain, use, or disclose such personal data for any other purpose. Customer shall maintain reasonable security measures to protect such personal data and shall comply with all applicable privacy and data protection laws.

6. WARRANTY AND DISCLAIMERS

WorkWhile shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by WorkWhile or by third-party providers, or because of other causes beyond WorkWhile's reasonable control, but WorkWhile shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

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HOWEVER, WORKWHILE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND WORKWHILE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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While the Services provide a platform for you to search for and engage Contractors or Payroll Workers, WorkWhile makes no guarantee, express or implied, that you will be able to secure Contractors or Payroll Workers through the Services or as to the ultimate success of any Services Engagement that you enter into as a result of your use of the Services.

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7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WORKWHILE AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND WORKWHILE'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO WORKWHILE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WORKWHILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. RELATIONSHIPS BETWEEN WORKWHILE, CONTRACTORS, PAYROLL WORKERS, AND THE CUSTOMERS; INSURANCE

8.1  Contractors.  You acknowledge and agree that your arranging and obtaining of services from a Contractor creates a direct business relationship between you and that Contractor, and your interactions and dealings with such Contractor are solely between you and such Contractor. Contractors are independent third parties and are not employees of WorkWhile. WorkWhile is not responsible or liable for the actions or inactions of any Contractor in relation to any services they perform.

8.2  Proposition 22 and Contractor Classification.  Contractors who perform services through the WorkWhile Platform are independent contractors, not employees, of WorkWhile or Customer. WorkWhile operates its platform in compliance with the Protect App-Based Drivers and Services Act (Proposition 22, California Business and Professions Code Section 7448 et seq.) and other applicable law governing independent contractor classification. Consistent with Proposition 22, WorkWhile: (a) does not unilaterally prescribe specific dates, times, or minimum hours during which Contractors must be available; (b) does not require Contractors to accept any specific Work Request as a condition of maintaining access to the Platform; (c) does not restrict Contractors from using other platforms or working in other lawful occupations; and (d) provides Contractors with occupational accident insurance and other benefits as required by applicable law. Customer acknowledges that Proposition 22 applies only to Contractors and not to Payroll Workers, who are W-2 employees of Service Workers LLC. Customer further acknowledges that applicable law governing independent contractor classification may be amended or interpreted differently over time, and WorkWhile's obligations hereunder shall be interpreted to comply with applicable law as it exists from time to time. WorkWhile shall not be liable to Customer for any changes in applicable law affecting the classification of Contractors.

8.3  WorkWhile and Customer Relationship.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind WorkWhile in any respect whatsoever.

8.4  Contractor Classification.  Customer acknowledges and agrees that WorkWhile does not, and will not in any way supervise, direct, or control any Contractor's work or services performed in any manner for Customer. WorkWhile will not provide any Contractor with training or any equipment, labor or materials needed for a particular Services Engagement.

8.5  Payroll Workers.  Customer acknowledges and agrees that Customer has selected to utilize Payroll Workers based upon Customer's determination that the nature of the work requires a Payroll Worker, or for other factors determined exclusively by Customer. Neither WorkWhile nor Service Workers LLC makes any representations or warranties as to the skills, experience, background or education of any Payroll Worker. Neither WorkWhile nor Service Workers LLC assumes any responsibility for, and shall exert no control over, the projects and work assigned to Payroll Workers nor has WorkWhile or Service Workers had any role in Customer's decision to engage a Payroll Worker. Neither WorkWhile nor Service Workers shall have the right or ability to direct the work of or supervise Payroll Workers, nor shall WorkWhile or Service Workers LLC determine any terms and conditions of Payroll Workers' day-to-day work with Customer. Service Workers LLC, through the WorkWhile Platform, merely provides the platform for Customer to request Payroll Workers to accept certain work assignments, and then separately facilitates the administration of payroll and other legal obligations. These facts, alone or in combination, do not make WorkWhile or Service Workers an employer or co-employer/joint employer with Customer.

8.6  Customer Workplace Obligations.  Customer represents, warrants, and covenants that: (a) Customer's worksite and working conditions comply with all applicable federal, state, and local laws, including OSHA and applicable workplace safety regulations; (b) Customer will not discriminate against, harass, or retaliate against any Contractor or Payroll Worker on the basis of any protected characteristic under applicable law; (c) Customer will comply with all applicable wage and hour laws with respect to Payroll Workers, including providing accurate time records; (d) Customer will promptly notify WorkWhile of any workplace injury, discrimination claim, harassment complaint, or other legal claim or proceeding involving a Contractor or Payroll Worker; and (e) Customer will cooperate fully with WorkWhile and Service Workers LLC in connection with any such claim or proceeding.

8.7  Insurance.  Contractors are required to have Occupational Accident Insurance in order to provide services through the WorkWhile platform, and Payroll Workers will have required workers’ compensation coverage. In the event that a Contractor or Payroll Worker is injured while working in the course and scope of a Services Engagement, Customer acknowledges and understands that the Contractor or Payroll Worker will not be covered by any workers compensation insurance that WorkWhile may otherwise provide to its own employees. Further, in the event that a Contractor's or Payroll Worker’s actions cause an injury to a third party while the Contractor is working in the course and scope of performing a Services Engagement or otherwise, Customer acknowledges and agrees that the Contractor or Payroll Worker is not and will not be covered by any general liability or automobile liability insurance coverage that WorkWhile may have, and that WorkWhile is not making any commitment to defend and/or indemnify the Contractor or Payroll Worker in such circumstances, and specifically denies such obligation.

8.8  Indemnity.  WorkWhile agrees to indemnify, hold harmless and defend Customer and its affiliates, and their respective directors, officers, agents, and employees from and against any claims, suits, proceedings, demands, or actions arising out of or related to WorkWhile's negligent, reckless or willful misconduct, or violations of applicable laws or regulations by WorkWhile or its personnel; provided, however, indemnification shall not include any consequential or punitive damages. Customer agrees to indemnify, hold harmless, and defend WorkWhile and its affiliates, and their respective directors, officers, agents, and employees from and against any claims, suits, proceedings, demands, or actions arising out of or related to: (a) misuse of WorkWhile's platform or services by Customer or its employees, agents, contractors, or workers; (b) violation of applicable laws or regulations by Customer or its personnel; (c) negligent, reckless, or willful misconduct by Customer or its personnel; (d) any workplace injury, discrimination, harassment, or retaliation claim arising from Customer's supervision, direction, or control of any Contractor or Payroll Worker; (e) Customer's failure to maintain a safe and legally compliant worksite; (f) acts or omissions by Customer or its personnel that result in damage claims against WorkWhile or Service Workers LLC; or (g) the classification or misclassification of Contractor(s) or Payroll Worker(s) as independent contractors, where applicable, engaged by Customer or Customer’s choice to engage Contractor(s) or Payroll Worker(s).

9. TERMINATION

9.1  Termination Without Cause.  Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, at any time when there are no outstanding Services Engagements or unpaid Charges or balances due hereunder.

9.2  Surviving Provisions.  Sections 3 ("Fees and Payment"), 5 ("IP Ownership"), 6 ("Confidentiality"), 7 ("Disclaimers"), 8 ("Limitation of Liability"), 9.2 ("Surviving Provisions") and 10 ("Dispute Resolution & Miscellaneous") shall survive any termination of this Agreement.

10. DISPUTE RESOLUTION & MISCELLANEOUS

IF, AT THE TIME OF YOUR RECEIPT OF THIS AGREEMENT, YOU ARE OR WERE BOUND BY AN EXISTING, VALID ARBITRATION AGREEMENT WITH WORKWHILE, THAT ARBITRATION AGREEMENT WILL CONTINUE TO APPLY IN PLACE OF THIS AGREEMENT.

PLEASE READ THIS DISPUTE RESOLUTION PROVISION CAREFULLY—IT AFFECTS THE PARTIES’ LEGAL RIGHTS AND GOVERNS HOW YOU AND WORKWHILE CAN BRING CLAIMS AGAINST EACH OTHER.  THIS PROVISION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND WORKWHILE TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, GROUP, OR REPRESENTATIVE ACTION IN COURT TO THE EXTENT PERMITTED BY APPLICABLE LAW.

THIS DISPUTE RESOLUTION PROVISION IS BETWEEN YOU AND WORKWHILE. THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.) APPLIES TO THIS DISPUTE RESOLUTION SECTION, WHICH EVIDENCES COMMERCE. THE MUTUAL OBLIGATIONS BY YOU AND WORKWHILE TO ARBITRATE DISPUTES PROVIDE ADEQUATE CONSIDERATION FOR THIS SECTION.  IF A COURT DETERMINES THE FEDERAL ARBITRATION ACT DOES NOT APPLY TO A PARTICULAR DISPUTE OR TO ONE OR BOTH PARTIES, THE PARTIES AGREE THAT THE ARBITRATION LAW OF THE JURISDICTION WHERE YOU PRIMARILY OBTAINED SERVICES WILL APPLY.

10.1  Dispute Resolution.  You and WorkWhile agree that any dispute, claim or controversy arising out of or relating to these Terms or to your use of the App (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and WorkWhile each are waiving the right to a trial by court or jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and WorkWhile agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of the agreement contained in these Terms.  YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Arbitration Rules and Governing Law.  The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AA at 1-800-778-7879). The Federal Arbitration act will govern the interpretation of this section.

Arbitration Process.  A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure.  Unless you and WorkWhile agree otherwise, the arbitration will be conducted in Los Angeles, California. If your claim does not exceed \$10,000, then the arbitration will be conducted solely on the basis of documents you and WorkWhile submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds \$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.  The arbitrator will render an award within the timeframe specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers" and "Limitation of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.

Class Action Waiver.  The parties agree to bring any claim or dispute covered by this Dispute Resolution Provision on an individual basis only. Accordingly, YOU AND WORKWHILE WAIVE ANY RIGHT FOR ANY DISPUTE TO BE BROUGHT, HEARD, DECIDED, OR ARBITRATED AS A CLASS AND/OR COLLECTIVE ACTION AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE OVER ANY CLASS, AND/OR COLLECTIVE ACTION (“Class Action Waiver”). Additionally, no arbitration proceeding under these Terms may be consolidated or joined in any way with an arbitration proceeding involving claims by different individuals. You and WorkWhile also agree you are not entitled to notice of any class or collective action involving claims covered by this Dispute Resolution provision, including without limitation notice by any plaintiffs’ counsel, court, or arbitrator.  Additionally, you may not opt-in or consent to join any class or collective action involving claims covered by this Dispute Resolution provision, including, but not limited to, claims by different Workers or WorkWhile employees. The Class Action Waiver will be severable from these Terms if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such case, the class and/or collective action must be litigated in a civil court of competent jurisdiction—not in arbitration, but any portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

Delegation.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of these Terms including, but not limited to, any claim that all or any part of these Terms is void or voidable (“Delegation Provision”). But the Delegation Provision does not apply to any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and/or any claim that all or any part of the Class Action Waiver is unenforceable, inapplicable, unconscionable, void, or voidable, which will be determined only by a court of competent jurisdiction and not by an arbitrator. This Dispute Resolution provision is the full and complete agreement relating to the formal resolution of Disputes arising out of this Agreement. Except as stated above, in the event any portion of this Dispute Resolution provision is deemed unenforceable, the remainder of this Dispute Resolution provision will be enforceable.

Fees.  Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules..

10.2  Force Majeure.  Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by events beyond such party's reasonable control, including without limitation acts of God, natural disasters, pandemics or public health emergencies, labor disputes, governmental actions, internet outages, or cyberattacks, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

10.3  Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.4  No Assignment.  This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without WorkWhile's express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. WorkWhile may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

10.5  Notices.  WorkWhile may give any notice required by this Agreement by means of a general notice on the WorkWhile Platform, electronic mail to your email address on record with WorkWhile, or by written communication sent by first class mail or pre-paid post to your address on record with WorkWhile. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to WorkWhile, addressed to the attention of Legal. Such notice shall be deemed given when received by WorkWhile by letter delivered by a nationally recognized overnight delivery service or first class postage prepaid mail to WorkWhile 2261 Market Street STE 86148 San Francisco, CA 94114 or by email at legalnotices@workwhilejobs.com. If Customer receives any notices affecting a Payroll Worker, Customer will promptly (and no later than three days after receipt) forward such notice to Service Workers LLC, in the care of WorkWhile.

10.6  Waiver.  All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.7  Entire Agreement.  Except as otherwise expressly stated herein, this Agreement and the Policies constitute the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Services Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Services Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void. This Agreement contemplates that certain of the Services may be carried out with WorkWhile's affiliate Service Workers LLC, and therefore, to fully effect all terms of the agreement, the Parties agree that Service Workers LLC is an intended third-party beneficiary of this Agreement.

10.9  Modifications to the WorkWhile Platform.  WorkWhile reserves the right at any time to modify or discontinue, temporarily or permanently, the WorkWhile Platform or the Services (or any part thereof) with or without notice. In the event of a change to the Dispute Resolution Provision, we will provide notice and request that you agree to an updated version of the Services Agreement. You agree that WorkWhile shall not be liable to you or to any third party for any modification, suspension or discontinuance of the WorkWhile Platform or the Services.

10.10  Governing Law and Jurisdiction.  The Dispute Resolution Provision is governed by the law set forth therein.  Otherwise, this Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any claims, legal proceedings or litigation arising in connection with this Agreement or the Services, for which the Dispute Resolution provision does not apply, will be brought solely in the federal or state courts located in the City and County of San Francisco, California. You consent to the jurisdiction and venue in such courts and waive any objection as to inconvenient forum.

YOU HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO IT. BY SIGNING THIS AGREEMENT PHYSICALLY, OR SIGNING OR ACCEPTING THIS AGREEMENT ELECTRONICALLY THROUGH DOCUSIGN, THE WORKWHILE APP, THE WORKWHILE WEBSITE OR OTHER ELECTRONIC MEANS, YOU ARE AGREEING TO AND ACCEPTING THIS AGREEMENT, AND YOU AND WORKWHILE ARE GIVING UP THEIR RIGHTS TO A COURT OR JURY TRIAL AND AGREEING TO ARBITRATE CLAIMS AND DISPUTES COVERED BY THE DISPUTE RESOLUTION PROVISION.  THE PARTIES ALSO AUTHORIZE THE USE OF AN ELECTRONIC SIGNATURE AS THEIR ACCEPTANCE OF THIS AGREEMENT AND UNDERSTAND AND ACKNOWLEDGE THAT THE ELECTRONIC SIGNATURES ARE INTENDED TO SHOW ACCEPTANCE AND ARE AS VALID AND HAVE THE SAME LEGAL EFFECT AS AN INK SIGNATURE.

YOU AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU AGREE YOU AND WORKWHILE ARE GIVING UP THEIR RIGHTS TO A COURT OR JURY TRIAL AND AGREEING TO ARBITRATE CLAIMS COVERED BY THIS AGREEMENT AS STATED IN THE DISPUTE RESOLUTION PROVISION.