Independent Contractor Terms and Conditions

1. INTRODUCTION

1.1. These Terms and Conditions shall govern all Services performed by the Independent Contractor for the Company pursuant to any Work Order agreed between the Parties, except as otherwise expressly agreed by the Parties pursuant to a separate written agreement. Unless otherwise defined in these Terms and Conditions, words and expressions used in the Work Order shall have the same meaning when used or referred to in these Terms and Conditions.

1.2. Certain articles of these Terms and Conditions contain clauses that apply specifically to Independent Contractors residing in either the United States of America or Canada. Where such distinctions are made, the applicable clause shall be determined based on the Independent Contractor’s country of residence, or the country from which the Services are provided, as specified in the Work Order.

1.3. In the event of any conflict or inconsistency between the Work Order, these Terms and Conditions, and/or any other agreement signed between the Parties, the conflict or inconsistency shall be resolved to give effect to such terms in the following order of precedence:

1. the terms outlined in the Work Order;
2. the terms outlined in these Terms and Conditions; and
3. the terms outlined in any other agreement between the Parties.

2. DEFINITIONS

2.1. Except where the context requires otherwise, the following words and expressions shall have the following meanings:

“Agreement” means the agreement between the Independent Contractor and the Company whereby the Independent Contractor agrees to provide certain Services to the Company. The Agreement incorporates the Terms and Conditions and Work Order.

“Better Collective Group” means Better Collective A/S and all of its current and future subsidiaries.

“Business Contacts” means the names, addresses, contact information or any information pertaining to any clients, persons, advertisers, suppliers, vendors, independent contractors, brokers, partners, employees, entities, patrons or customers (excluding Company’s Trade Secrets) upon whom or which the Independent Contractor contacted or attempted to contact in any manner, directly or indirectly, or with whom or which the Independent Contractor worked or attempted to work with during the Independent Contractor’s engagement with the Company.

“Canadian Data Protection Laws” means all applicable Canadian federal and provincial laws and regulations governing the protection, processing, and privacy of personal information, including, without limitation, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and any substantially similar provincial legislation.

“Company” means the Better Collective Group Company specified in the Work Order.

“Confidential Information” means any non-public knowledge, data, or information of the Company regarding its business, whether oral, written, electronic, or otherwise recorded, including but not limited to: (a) the Company’s Trade Secrets, Works, and Inventions; (b) information about the Company’s business methods, operations, strategies, and future plans, including content, applications, features, programs, research and development, budgets, forecasts, and projections; (c) non-public financial, contractual, or organizational information, including licenses, costs, vendor, supplier, and customer information, pricing, marketing plans, ownership structure, and agreements with content partners or other Business Contacts; (d) non-public or sensitive personal information about employees, consultants, contractors, or other Business Contacts, including performance, skills, or compensation data; (e) information concerning Company projects, productions, technical details, or any material observed or learned by the Independent Contractor in connection with performing services; and (f) information relating to audits, investigations, legal matters, or attorney-client privileged communications, unless disclosure is required by law. Confidential Information does not include information the Independent Contractor can demonstrate was (i) known prior to engagement with the Company without breach of confidentiality; (ii) part of the Independent Contractor’s prior intellectual
property; or (iii) publicly known or readily discoverable by others not bound by confidentiality.

“Effective Date” means the effective date of the Agreement as specified in the Work Order.

“End Date” means the end date of the Agreement as specified in the Work Order.

“Fees” means the compensation payable by the Company to the Independent Contractor for the Services provided, as further specified in the Work Order.

“Force Majeure” means an event that is beyond the reasonable control of either Party.

“Independent Contractor” means the individual, company, or other legal person defined as “Independent Contractor” in the Work Order.

“Intellectual Property Rights” means any and all intellectual property rights anywhere in the world, including but not limited to trade secrets, know-how, methods, software, source codes, rights in databases, rights in know-how, design rights, topography rights, copyrights, trademarks, domain names, utility models, brands, business names, registrations of and applications to register any of the aforesaid items, and any rights protected under any applicable copyright laws, trademark laws, design protection laws, trade secret protection laws, unfair competition laws, or any other applicable legislation protecting intellectual property and related rights, including financial rights thereto.

“Inventions” means discoveries, developments, designs, concepts, ideas, systems, models, processes, improvements to existing technology, machines, products, solutions, compositions of matter, manuals, formulas, algorithms; data; records, reports and analysis and compilations of data; insights related to content (licensed and unlicensed) and algorithms; source and object codes, drawings, designs, scripts, audiovisual works, reports, computer software programs, custom software whether or not copyrighted, and all other matters ordinarily intended by the word “invention,” whether or not patentable or copyrightable. “Inventions” also includes all records and expressions of those matters.

“Party” means each of the Company and the Independent Contractor, and the term “Parties” shall be used to refer to the Company and the Independent Contractor jointly.

“Responsible Person” means the individual defined as “Responsible Person” in the Work Order.

“Services” means the tasks, duties, and responsibilities the Independent Contractor agrees to perform for the Company, as specified in the Work Order.

“Term” means the duration of this Agreement, commencing on the Effective Date and continuing until the End Date, or, if no End Date is specified, expiring one (1) year after the Effective Date, unless otherwise terminated or extended by mutual written agreement of the Parties.

“Terms and Conditions” means these Better Collective Group – Independent Contractor Terms and Conditions.

“Trade Secrets” means confidential business information that derives independent economic or commercial value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, whether or not marked confidential or labeled as trade secrets. Trade Secrets may consist of verbal, written, or electronically stored information, and may be tangible or merely remembered. Trade Secrets include, but is not limited to, technical information; know-how or methodologies; contracts; purchasing or accounting information; financial history or projections; legal affairs; formulae; compositions; software or computer programs; data; records, reports, analyses, and compilations of data; insights related to content (licensed and unlicensed) and algorithms; research projects; business information; the identity of all vendors, vendor lists, and vendor contact information; the identity of Business Contacts, customer lists, and customer contact information; pricing data; financial data; sources of supply; marketing plans and/or strategies, including price strategies, marketing, sales, technology, research and development, production, or merchandising systems or plans; and information pertaining to any aspect of any activity or business of the Company or its vendors, suppliers, distributors, or Business Contacts, including information entrusted to the Company by third parties (including vendors, Business Contacts, and prospective vendors or Business Contacts).

“U.S. Data Protection Laws” means all applicable federal, state, and local laws and regulations governing the protection, processing, and privacy of personal information in the United States of America, including, without limitation, the California Consumer Privacy Act of 2018, as amended (“CCPA”), and any similar state privacy laws that may apply.

“Work Order” means the work order that sets out the Services and Fees agreed between the Company and the Independent Contractor.

“Work Product” means all artistic, literary, dramatic, musical, and other materials submitted and/or prepared by the Independent Contractor, together with the results and proceeds of the Independent
Contractor’s Services, in connection with the Agreement.

“Works” means original works of authorship, including interim work product, modifications and derivative works, and all similar matters, whether or not copyrightable.

3. RELATIONSHIP BETWEEN THE PARTIES

3.1. The Independent Contractor represents and warrants that they have full power, authority, and legal capacity to enter into the Agreement, to perform all obligations hereunder, and to grant all rights granted to the Company under the Agreement.

3.2. Nothing in the Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner except as expressly provided for in the Agreement. The Independent Contractor shall act as an independent contractor and shall not be considered an employee of the Company (or any other Better Collective Group company) for any purpose. Consequently, any local, regional, or national employment laws or regulations that provide protections to employees shall not apply to the Independent Contractor.

3.3. The Independent Contractor is not authorized to make any representation or enter into any contracts, warranties, or commitments on behalf of the Company.

3.4. The Independent Contractor acknowledges and agrees that they are solely responsible for the payment of all taxes, duties, and charges imposed by any governmental authority in connection with the Fees received under the Agreement, including but not limited to income tax, VAT, GST, HST, sales tax (if applicable), and social contributions, as required by their jurisdiction. The Company shall not be responsible for withholding, paying, or reporting any such taxes on behalf of the Independent Contractor. Where required by applicable law, the Independent Contractor shall maintain valid tax registration or equivalent documentation for the Term and shall provide copies of such documentation to the Company upon request.

3.5. The Independent Contractor shall also be responsible for obtaining and maintaining any necessary insurance coverage, including professional liability insurance, health insurance, and any other required insurance, at their own expense.

3.6. The Independent Contractor shall not be entitled to receive orders for specific works based on the Agreement; the decision whether or to what extent orders will be placed with the Independent Contractor shall lie within the sole discretion of the Company. Furthermore, the Independent Contractor shall not be obliged to accept individual orders for Services. Consequently, specific orders for Services shall be placed by the Company on a case-by-case basis: The works to be produced by the Independent Contractor and the timing of performance shall be agreed upon when specific individual orders are placed and accepted.

3.7. For the Term, the Independent Contractor shall have the right to continue to carry out services for other companies unless such assignments prejudicially affect the Independent Contractor’s possibilities to fulfill its obligations toward the Company pursuant to the Agreement. Should the Services affect companies, another assignment, or a matter in which the Independent Contractor has a vested interest or is obliged to protect a third party’s interest, the Independent Contractor shall immediately notify the Company accordingly.

4. INDEPENDENT CONTRACTOR’S RESPONSIBILITIES

4.1. The Independent Contractor agrees to perform the Services as outlined in the “Services Description” section of the Work Order. The Services will be arranged and agreed upon between the Parties on an as-needed basis.

4.2. The Independent Contractor warrants to be the sole author of the Work Product, which will be delivered exclusively to the Company as original work by the Independent Contractor and free of plagiarism.

4.3. Artificial intelligence technology (AI) will not be used in the performance of the Services without prior written approval by the Company.

4.4. The Independent Contractor represents and warrants that the Services provided under the Agreement shall be performed in a proper, timely, and professional manner, without knowingly violating any third-party rights, and that the Independent Contractor has the relevant (trade) licenses, knowledge, and skills required to provide the Services. No liability to third parties will be incurred in the performance of the Services, and all necessary tools, applications, systems, and services will be used in compliance with any relevant license of use.

4.5. In the performance of the Services, the Independent Contractor represents and warrants to comply with the requirements of all applicable laws, including all applicable data protection regulations, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the Company. In order to ensure quality control, consumer protection, and legal compliance, the Independent Contractor further represents and warrants to follow any applicable internal guidelines in the performance of the Services provided by the Company from time to time.

4.6. While performing the Services, the Independent Contractor operates independently and is not subject to any instructions regarding work location or fixed working hours set by the Company. The Independent Contractor is expected to utilize their own expertise, knowledge, tools, equipment, and materials, including IT resources, telephone, and vehicle, bearing all associated costs personally.

4.7. The Parties agree that the performance of the Services is dependent on the Responsible Person specified in the Work Order. If the Independent Contractor wishes to engage any employees, subcontractors, or any other third party to assist in carrying out the Services, the Independent Contractor should obtain the Company’s prior written approval. The Independent Contractor shall ensure that approved employees, subcontractors, or any other third party (if any, as the case may be) fully comply with all terms and conditions of the Agreement at all times. This obligation specifically includes, but is not limited to, obligations outlined in Articles 7 and 8 herein. The Independent Contractor shall be liable for any breach of such obligations by employees, subcontractors, or other third parties engaged by the Independent Contractor.

4.8. The Independent Contractor shall remain fully responsible and liable to the Company for all services and deliverables performed by the Independent Contractor’s employees, subcontractors, or any other third parties engaged by the Independent Contractor in connection with the Agreement. The Independent Contractor is solely responsible for the acts, omissions, and performance of such individuals or entities.

4.9. For the Term, the Independent Contractor is ineligible to participate in any competitions hosted on websites owned or operated by the Company or any other Better Collective Group company.

5. PAYMENT TERMS

5.1. In exchange for the Services provided, the Company shall pay the Independent Contractor Fees set forth in the applicable Work Order.

5.2. The Fees cover all expenses the Independent Contractor may have in connection with performing the Services, including but not limited to subscriptions, printing, and software license fees, unless expressly approved in writing by the Company.

5.3. No payment shall be made for any services performed outside the scope of Services set forth in the Work Order, unless such additional services have been authorized in writing in advance by the Company.

5.4. At the end of each month, the Independent Contractor shall submit an invoice to the Company for all Services rendered during that month. The invoice must be detailed and strictly conform to the format provided in the Invoice Form. Invoices that do not comply with the required format shall be deemed invalid and will not be processed.

5.5. Payments to the Independent Contractor shall be made monthly on a consolidated basis, contingent upon completion and acceptance of the agreed Services. If multiple invoices are submitted within the same month, the Company may, at its discretion, combine all approved invoice amounts and process a single payment for such invoices. Recurring or periodic payments shall only be made if explicitly stated in the Work Order.

5.6. The Company will process payment for properly submitted invoices within thirty (30) days following receipt of the invoice.

5.7. In the event of any disputed amounts, the undisputed portion shall be paid in accordance with the terms stated herein, and the Parties shall work in good faith to resolve the disputed portion promptly. Interest may accrue on late payments only to the extent required by applicable law.

6. TERM AND TERMINATION

6.1. Either Party may terminate the Agreement for convenience by providing at least fourteen (14) days’ written notice of termination to the other Party, unless otherwise stated in the relevant Work Order.

6.2. Either Party may terminate the Agreement with immediate effect, in the event of the other Party’s material breach of the Agreement.

6.3. The Agreement will terminate automatically upon (a) bankruptcy, dissolution, or permanent cessation of business of either the Company or the Independent Contractor; (b) death of the Independent Contractor or the Independent Contractor’s sole proprietor or key employee servicing the Company; or (c) a disability exceeding twelve (12) weeks in duration that renders the Independent Contractor or the Independent Contractor’s sole proprietor or key employee servicing the Company unable to complete the Services.

6.4. The Company may, at its discretion, reduce or cancel any portion of the Services specified in the Work Order, provided that the Company notifies the Independent Contractor of such reduction or cancellation in writing.

6.5. Upon the effective date of termination of the Agreement, all legal obligations, rights, and duties arising out of the Agreement shall terminate except for Articles 6, 7, 8, 9, 10, and 13 herein.

6.6. If the Agreement is terminated, regardless of reason, the Independent Contractor is only entitled to compensation for the Services provided prior to the effective date of termination. Following the effective date of termination, the Independent Contractor is not entitled to any compensation, including compensation for loss of customer portfolio, goodwill, etc.

6.7. If the Agreement is terminated, regardless of reason, the Independent Contractor shall return or deliver to the Company all material, documents, notes and records, including Confidential Information related to the cooperation with the Company. The Independent Contractor is not entitled to retain any of these.

7. INTELLECTUAL PROPERTY RIGHTS

7.1.With respect to Independent Contractors residing in the United States of America.

7.1.1. In consideration for the Fees set forth in the Work Order, all Work Product which the Independent Contractor conceives, develops or first reduces to practice, either alone or with others in performing the Services in the Work Order, and during the Term, will be the sole and exclusive property of the Company, together with any and all related Intellectual Property Rights. The Work Product has been specially ordered and commissioned by the Company. To the extent that the Work Product includes material subject to copyright, the Independent Contractor agrees that the Work Product is done as “work made for hire” as that term is defined under U.S. copyright law, and for that purpose (and not for purposes of the Unemployment Insurance Code), and that as a result, the Company shall own all copyrights in and to the Work Product.

7.1.2. To the extent that the Work Product does not qualify as “work made for hire” under applicable law, and to the extent that the Work Product includes material subject to Intellectual Property Rights protection, the Independent Contractor holds the Work Product in trust for the benefit of Company and will and hereby does sell, assign, transfer and convey to the Company, its successors and assigns, irrevocably and perpetually, all its right, title and interest in and to the Work Product, including, without limitation, all Intellectual Property Rights and other proprietary rights therein and renewals and extensions thereof that may be secured under the laws now or hereafter in force and effect in the United States of America or in any other country or countries. The Independent Contractor shall require all contractors and employees working with the Independent Contractor to assign and waive all rights they may have in and to the Work Product to the Independent Contractor, which rights then will be assigned by the Independent Contractor to the Company.

7.1.3. The Independent Contractor, on its own behalf and on behalf of Independent Contractor’s heirs, executors, administrators, successors and assigns, hereby waive any rights designated as “droit moral” rights, “moral rights of authors” and any similar or analogous rights under the applicable laws of any country of the world (including, without limitation, the right of paternity, right of integrity, right of withdrawal and/or right of publication) which the Independent Contractor may have in connection with the Work Product or production of the Services, to the extent the same are not subject to the foregoing assignment.

7.1.4. The Independent Contractor will disclose all Work Product to the Company, promptly and in writing. At the Company’s request and at the Company’s expense, the Independent Contractor will assist the Company or its designee in efforts to protect such Work Product. Such assistance may include, but is not necessarily limited to: (a) making application in the United States of America and in foreign countries for a patent or copyright on any Work Product specified by the Company; (b) executing documents of assignment to the Company or its designee or assignee of all the Independent Contractor’s right, title and interest in and to any Work Product and related Intellectual Property Rights; and (c) taking such additional action (including, but not limited to, the execution and delivery of documents) to perfect, evidence or vest in the Company or its designee or assignee all rights, title and interest in and to any Work Product and any related Intellectual Property Right. If the Independent Contractor fails or refuses to execute any such documents, the Independent Contractor hereby appoints the Company, or its authorized designee or assignee, as the Independent Contractor’s attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on the Independent Contractor’s behalf and to execute such documents.

7.1.5. The Agreement does not apply to any Invention for which no equipment, supplies, facility or Trade Secret information of the Company was used, and which was developed entirely on Independent Contractor’s own time, unless: (a) the Invention relates directly to the Company or to the Company’s actual or demonstrable anticipated research or development; or (b) the Invention results from any work performed by the Independent Contractor for the Company.

7.1.6. The Company’s rights in the Work Product may be freely assigned and licensed, and any such assignment or license shall be binding upon the Independent Contractor and shall inure to the benefit of such assignee or licensee.

7.2. With respect to Independent Contractors residing in Canada.

7.2.1. In consideration for the Fees set forth in the Work Order, all Work Product which the Independent Contractor conceives, develops or first reduces to practice, either alone or with others in performing the Services in the Work Order, and during the Term, will be the sole and exclusive property of the Company, together with any and all related Intellectual Property Rights.

7.2.2. To the extent that the Work Product does not automatically vest in the Company under applicable law, the Independent Contractor holds the Work Product in trust for the benefit of the Company and hereby irrevocably and perpetually sells, assigns, transfers, and conveys to the Company, its successors, and assigns, all right, title, and interest in and to the Work Product, including, without limitation, all Intellectual Property Rights and other proprietary rights therein, in Canada or any other country. The Independent Contractor shall ensure that any employees or subcontractors involved in creating the Work Product assign all rights to the Independent Contractor, which are then assigned to the Company.

7.2.3. The Independent Contractor hereby consents to the Company using, reproducing, adapting, modifying, and publicly displaying the Work Product, to the extent necessary for the purposes of the Agreement, and agrees not to enforce moral rights against the Company or its successors, to the maximum extent permitted by Canadian law.

7.2.4. The Independent Contractor shall promptly disclose all Work Product to the Company in writing. At the Company’s request and expense, the Independent Contractor shall assist the Company in protecting such Work Product, including, without limitation: (a) assisting with applications for patents, copyrights, or other Intellectual Property Rights in Canada or foreign jurisdictions; (b) executing documents to assign all rights in the Work Product to the Company or its designee; and (c) taking any other actions necessary to perfect, evidence, or vest all rights in the Work Product and related Intellectual Property Rights in the Company.

7.2.5. If the Independent Contractor fails or refuses to execute any such documents, the Independent Contractor hereby appoints the Company, or its authorized designee, as the Independent Contractor’s attorney-in-fact to execute such documents on the Independent Contractor’s behalf.

8. CONFIDENTIALITY

8.1. The Confidential Information shall remain the Company’s property at all times. The Independent Contractor agrees to hold all Confidential Information in strict confidence and use it solely for the purposes expressly authorized herein, including internal administrative purposes. The Independent Contractor shall not use the Confidential Information for personal gain, unfair competition, or any unauthorized purpose. The Independent Contractor shall not copy, alter, modify, disassemble, reverse engineer, decompile, or reproduce the Confidential Information by any means, including unauthorized screenshots, photographs, or copies, without the Company’s written permission. Furthermore, the Independent Contractor shall not remove or alter any proprietary markings, including copyright notices, on the Confidential Information or any authorized copies thereof.

8.2. The Independent Contractor will not use in the course of this engagement with the Company, or disclose or otherwise make available to the Company any information, documents or other items which the Independent Contractor may have received from any other person and which the Independent Contractor is prohibited from so using, disclosing or making available (e.g., by reason of any contract, court order, or law or obligation by which the Independent Contractor is bound).

8.3. The Independent Contractor and the Company agree that if, in any action before any court or agency legally empowered to enforce the covenants contained in this Article 8, any term, restriction, covenant or promise contained herein is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

8.4. The Independent Contractor shall not be held liable under any applicable trade secret, confidentiality, or similar laws for disclosing Confidential Information where such disclosure is: (a) made in confidence to a government official, attorney, or regulatory authority for the purpose of reporting or investigating suspected violations of law; (b) made in a complaint or other document filed in a legal proceeding, provided such filing is made under seal; or (c) required by valid legal process, including subpoenas, court orders, or other governmental demands. Where permitted by law, the Independent Contractor agrees to provide the Company with prior notice of any such disclosure to allow the Company to seek protective or other appropriate relief.

8.5. The Independent Contractor acknowledges that the Company is providing the Confidential Information in reliance on this Agreement. The Independent Contractor shall be fully liable to the Company for any damages or harm resulting from a breach of this Article 8 by the Independent Contractor or any of its officers, directors, agents, employees, consultants, or affiliates.

9. LIABILITY AND INDEMNIFICATION

9.1. Any and all liability of the Company for damage sustained by the Independent Contractor and arising from and in connection with the Agreement shall be limited to intent or gross negligence. In no event will the Company be liable to the Independent Contractor for indirect loss or damage that occurs in connection with the Agreement, regardless of the cause. For the purposes of this Article 9, any business interruption, loss of production, loss of profits or contracts, loss of business, savings, revenues, or loss of goodwill or reputation are considered indirect damage and excluded from indemnification by the Company.

9.2. The Independent Contractor agrees to indemnify the Company against: (a) all liabilities, costs (including, without limitation, all reasonable legal costs), claims, and demands of the Company whatsoever and howsoever arising as a result of a breach of the warranties, representations, and undertakings made by the Independent Contractor in the Agreement; and/or (b) any loss, cost, or liability arising from cancellation or interruption of the Services not caused by Force Majeure and that has not been remedied within a reasonable amount of time and in any event within five (5) days by the Independent Contractor after receipt of a written notice from the Company.

9.3. Neither Party shall be held liable for the liabilities or obligations of the other Party.

10. DATA PROTECTION AND PRIVACY

10.1. This Article applies if the Services provided under the Agreement involve access to or processing of personal or confidential information (“Personal Data”).

10.2.The Independent Contractor shall handle all Personal Data in compliance with all applicable privacy and data protection laws and regulations in the jurisdictions where the Services are performed or where the individuals whose data is processed reside, including, where applicable, the U.S. Data Protection Laws and Canadian Data Protection Laws.

10.3.The Independent Contractor shall use Personal Data solely for the purpose of performing the Services under this Agreement and shall not disclose, sell, share, transfer, or use such data for any other purpose without the Company’s prior written consent.

10.4.The Independent Contractor shall implement appropriate administrative, technical, and physical safeguards to protect Personal Data against unauthorized access, loss, or misuse.

10.5.The Independent Contractor may not share or subcontract the processing of Personal Data to any third party without the Company’s prior written approval and only if such third party agrees in writing to equivalent data protection obligations.

11. FORCE MAJEURE

11.1.Neither Party shall be in breach of the Agreement if the performance of any of its obligations under the Agreement is prevented in full or in part or delayed by the Force Majeure event, provided that the relevant affected Party shall: (a) promptly upon becoming aware of the occurrence of the Force Majeure event inform the other Party in writing, which notice shall contain details of the circumstances giving rise to the Force
Majeure event and its anticipated duration; and (b) take all reasonable steps to comply with the terms of the Agreement as fully and promptly as possible.

11.2.During the period for which any Force Majeure event preventing or delaying the Independent Contractor‘s performance continues, the Company shall not be liable to pay any Fees to the Independent Contractor related to the specific Services not provided.

12. MISCELLANEOUS

12.1. The Agreement, including the Work Order, contains the entire understanding between the Parties with respect to the subject matter hereof; is an integration of any and all prior agreements or understandings, oral or written, with respect to the subject matter hereof; and completely revokes, replaces and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written, except as herein contained.

12.2. The Agreement shall be binding on and for the benefit of both Parties, and their respective assigns, representatives, and successors in interest; but Independent Contractor shall not assign the Agreement without prior written consent of Company.

12.3. The failure of either Party to insist upon or enforce strict performance of any provision of the Agreement or to exercise any right, remedy, or provision of the Agreement shall not be considered to be a waiver of any such right to strict performance or other right, remedy, or provision or of any subsequent breach of the Agreement. No provisions of the Agreement may be waived except by written agreement of the Parties.

12.4. If any provision of the Agreement or the application thereof to any person or circumstance shall at any time or to any extent be determined to be invalid or unenforceable, the remaining provisions of the Agreement shall not be affected and shall be deemed valid and fully enforceable to the extent permitted by law, and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12.5. The Agreement may be amended or modified only in writing, in the form of the Work Order, signed by the Parties.

12.6. Any and all notices or other communications required or permitted by the Agreement shall be in writing and shall be deemed delivered when personally delivered to the party to whom it is addressed. Such personal service shall include a valid electronic (“email”) transmission. Either Party may change its address for the purpose of this Article 12.6. by giving written notice of such change to the other Party.

12.7. The Independent Contractor acknowledges and agrees that a breach of any of the promises or agreements contained herein will result in irreparable injury to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to apply for equitable relief including injunctions and specific performance, in the event of any breach or threatened breach or intended breach of the Agreement by the Independent Contractor. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of the Agreement but shall be in addition to all other remedies available at law or in equity. The court may grant temporary or permanent injunctive relief without proof of actual damages and enter an order enforcing the Agreement and any other remedies provided by applicable law. If any bond is required in connection with such enforcement, the Parties agree that a reasonable value of such bond shall be Five Thousand US Dollars (USD $5,000.00). The Independent Contractor understands that the Company has the right to seek other relief available at law or equity. The Independent Contractor waives any argument that the Company is not irreparably harmed by such breach, is not entitled to seek injunctive relief, or that the Company must elect one remedy.

12.8. The Independent Contractor represents, warrants, and acknowledges having had the opportunity to seek, and was not prevented nor discouraged by the Company from seeking, independent legal, tax, and financial advice before executing the Agreement. The Company does not provide such advice, and the Independent Contractor confirms that the Independent Contractor did not rely on the Company or its advisors for legal, tax, or financial guidance.

13. GOVERNING LAW AND VENUE

13.1. With respect to Independent Contractors residing in the United States of America. The Agreement will be governed by and construed in accordance with the laws of the State of New York, without reference to conflicts of law rules, and without regard to the location of execution or performance. Jurisdiction and venue for any claim or cause of action arising under the Agreement shall be exclusively in the courts located in New York County, New York.

13.2. With respect to Independent Contractors residing in Canada. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflicts of law rules, and without regard to the location of execution or performance. Jurisdiction and venue for any claim or cause of action arising under the Agreement shall be exclusively in the courts located in Toronto, Ontario, Canada.