SourcingTalent.Cloud Is Owned By Veruca.io And All Users Are Bound By Veruca.io Terms And Conditions.

  1. 1. Code Of Conduct
  2. 2. Rankings And Review Guidelines
  3. 3. Fee Policy
  4. 4. Terms Of Service For Professionals

1. CODE OF CONDUCT

Our Goal Is To Deliver Elite Business Talent And Innovative Workforce Solutions To The World’s Leading Companies. While Our Technology Provides Unique Opportunities To Businesses And Experts, The Success Of Every Engagement Is Predicated On The Behavior Of The People Involved.

Veruca.io’s Terms Of Service Specify The Baseline Legal Guidelines Of Participating In SourcingTalent.Cloud's Veruca.io Platform, And Incorporate This Code Of Conduct By Reference, Which Is A Document Designed To Ensure A Shared Standard For Engagement Through The Platform And An Alignment Between Veruca.io And Its Users. In Accordance With The Terms Of Service, Users Who Diverge From This Code May Be Barred From Using Veruca.io Either Temporarily Or Permanently, Depending On The Seriousness Of The Breach. Veruca.io Will Update This Policy Regularly, Though There May Be Unforeseen Situations Leading To Account Deactivation That Are Not Listed In This Policy.

Professionalism And Quality

Experts Using Veruca.io Should Expect Correspondence To Be Delivered By Clients Professionally And In Good Faith. Similarly, Veruca.io’s Clients Should Expect To Engage With Experts Producing High-quality Work. Maintaining A High Standard For Platform Engagement Leads To Better Outcomes And More Opportunities For Clients And Experts To Engage. In Addition To Potential Account Deactivation Causes Set Forth In The Terms Of Service, Veruca.io Reserves The Right To Deactivate Accounts According To The Following Quality Guidelines:

  • If A User Receives Two Or More Ratings That Are Below 3 Stars, Their Account May Be Temporarily Suspended Pending Further Review.
  • If Veruca.io Receives One Or More Complaints About A User, Veruca.io May Temporarily Suspend The User’s Account Pending Further Review. These Complaints Need Not Be Limited To The Duration Of A Launched Project.

For Details On The Review Process, Please See The Mediation Processes And Procedures Section At The End Of This Document.

Project Compliance

Projects Sourced Through Veruca.io Must Be Set Up, Launched, And Completed Through The Veruca.io Platform, In Accordance With The Terms Of Service And The Disintermediation Policy Set Forth Therein.

Fraud And Misrepresentation

Fraudulent Activity Undermines The Trust On Which Veruca.io Is Built. Veruca.io Expects All Users To Adhere To The Following Guidelines And Will Permanently Deactivate Any Account Associated With Fraudulent Activity. Specifically:

  • All Information On A User’s Profile Must Be True And Accurate. Users Agree To Provide Veruca.io With Accurate And Complete Biographical Information, Including Job Status And Employment History, And To Promptly Update That Information As It Changes. Veruca.io May Verify Information Provided By Or About A User. If Requested, Users Must Assist Veruca.io In This Process.

  • Experts Bidding On Projects Must Fully Disclose The Resources Responsible For Completing Project Work. Any Change In Resources Must Be Disclosed To The Client As Soon As Possible, Even If There Is No Change In Total Project Cost.

  • Clients Posting Projects Must Fully Disclose Context That Is Relevant And Critical To An Expert’s Ability To Successfully Complete A Project.

  • Project Work Must Not Include Misrepresentation Or Fraudulent Creation Of Data. The Expert Is Required To Disclose Any Sources Used For Project Work Upon Request From The Client Or Veruca.io.

Discrimination And Inappropriate Behavior

Veruca.io Maintains A Zero-tolerance Policy Regarding All Forms Of Discrimination, Harassment, Or Abuse. In Particular, It Is Unacceptable To Refuse To Provide Or Accept Services Based On A Person’s Race, Religion, National Origin, Disability, Sexual Orientation, Sex, Marital Status, Gender Identity, Age Or Any Other Characteristic Protected Under Applicable Federal Or State Law.

All Reports Of Inappropriate And/or Discriminatory Behavior Are Taken Very Seriously And Will Result In Permanent Loss Of Access To The Veruca.io Platform. If You Feel That You Have Been Inappropriately Targeted By Another User, Please Reach Out To Veruca.io.

Mediation Processes And Procedures

In The Event A Complaint Or Incident Arises Between Users On The Platform, Veruca.io Has A Team Ready To Assist In The Resolution Of These Matters In A Fair And Timely Manner. Veruca.io’s Team Will Address Reported Complaints And Incidents In The Following Way:

  • Initiate Investigation, Including Individual Conversations With All Users Involved In The Complaint;

  • Review All Project-related Data And Correspondence Captured On The Platform And Gathered Through Conversations With Involved Parties;

  • Coordinate Mediation Between The Users Involved In The Complaint Or Incident;

  • Make Determination For Appropriate Mediation Outcome(s), Which May Include User Deactivation, Partial Payment, Refund Of Funds Exchanged, And/or Project Re-staffing;

  • Communicate Determination To All Involved Parties Via Email; And

  • Promptly Carry Out Mediation Outcome Actions.

Veruca.io Expects All Users Of The Platform To Cooperate With Any Investigations Or Other Activities By Veruca.io In Furtherance Of The Above Procedures. As An Outcome Of Mediation, Veruca.io May Terminate Or Suspend A User’s Right To Use The Veruca.io Platform. Termination Or Suspension Will Be Effective Immediately.

If Veruca.io Terminates Or Suspends A User’s Veruca.io Account, The User Is Prohibited From Creating A New Account Under Their Name, A Fake Or Borrowed Name, Or The Name Of Any Third Party, Even If They Are Acting On Behalf Of The Third Party. In Addition To Terminating Or Suspending A User’s Account, Veruca.io Reserves The Right To Take Appropriate Legal Action, Including Without Limitation Pursuing Civil, Criminal, And Injunctive Redress.

If You Have Any Questions About This Code Of Conduct Or Veruca.io’s User Policies, Please Reach Out To Veruca.io. 


2. RANKINGS AND REVIEWS

Last revised: September 2016 
 

Our Community Relies On Honest, Transparent Reviews. We Will Remove Or Alter A Review If We Find That It Violates Our Review Guidelines.

What Are The Veruca.io Review Guidelines?

Reviews Are Your Opportunity To Build A Good Reputation In The Veruca.io Community, As Well As Share Your Experience With The Veruca.io Community. Since You Can Only Write A Review After A Project Is Completed On The Site, You Can Trust That Any Review You See On A Profile Page Is The Result Of An Actual Person Working With Another Member Of The Community.

We Believe In Free Speech, Transparency, And Clear Communication. Our Community Is Built On Trust, And Trust Comes From Honest Conversation. Therefore, We Ask For Reviews That Are Truthful, Clear, And Helpful To Both The Review’s Recipient And The Wider Veruca.io Community.

When Creating A Review, We Ask That You Stick To The Facts. The Best Reviews Provide Constructive Information That Helps The Community Make Better Decisions And Is Educational For The Business Or Consultant In Question. We Strongly Discourage Personal Insults, Opinion That’s Not Backed Up By Examples, Or Generally Unsociable Behavior.

Veruca.io's Default Position Is Not To Censor, Edit, Or Delete Reviews. However, There Are Rare Cases In Which We May Take The Extraordinary Step Of Disallowing Or Removing Reviews. We Reserve The Right To Remove Reviews That Violate Our Review Guidelines.

How Do Reviews Work?

All The Reviews On Veruca.io Are Written By Clients And Consultants From Our Community, So Any Review You See Is Based On A Project That Was Completed On The Veruca.io Platform.

Writing A Review

To Leave Feedback For A Recent Project, Visit The Feedback Tab On The Project Workspace. Reviews Are Limited To 500 Words And Must Follow Veruca.io's Review Guidelines.

Editing A Review

After Writing A Review, If Your Client Or Consultant Hasn’t Completed Their Review Yet, You Can Edit Your Public Review Until Your Client Or Consultant Completes Their Review, Or Until The 14day Window For Leaving A Review Has Closed (whichever Comes First). Your Private Feedback For The Review’s Recipient And For Veruca.io Are Perpetually Editable. You Can Edit Your Review On The Feedback Tab On The Project Workspace.

Previous Reviews

Past Reviews Are Attached To The Project And The Public Review Will Be Available To Anyone Viewing Your Profile Or The Past Project Details. You Will Also See Any Private Feedback That People Have Left You When You’re Viewing Projects That You Have Worked On.

Star Ratings

In Addition To Written Reviews, We Ask Our Users To Submit Star Ratings Across Several Different Metrics. The Number Of Stars Displayed On A User’s Profile Page Is An Average Of The Scores That Different Users Have Given For Past Projects.

 

 

3. FEE POLICY

 
Last Revised: September 2016

This Fee Policy May Be Updated From Time To Time In Veruca.io's Sole Discretion And Applies To Projects Completed Via The Veruca.io Platform. We Will Notify You Of Any Material Changes To This Fee Policy By Posting An Updated Version On The Site, But You Are Nonetheless Advised To Review This Policy Regularly. Unless Otherwise Defined, Capitalized Terms Used In This Fee Policy Have The Same Meanings As In Our Veruca.io Terms Of Service.

Veruca.io Is Free To Join, And There Are No Charges To Post Projects Or Submit Bids. Instead, Veruca.io Collects Fees For Each Project That Is Completed Via The Veruca.io Platform. The Fees Veruca.io Collects From Contractors Are Displayed To Contractors When They Submit A Bid On A Project. The Fees Veruca.io Collects From Clients Are Built Into The Overall Bid Amounts Displayed To Clients When Reviewing Bids.

Clients and Contractors are required to make and receive all payments relating to, or in any way connected with, a Service Contract through the Veruca.io Platform. Any action that encourages or solicits complete or partial payment outside of the Veruca.io Platform is a violation of the Veruca.io Terms of Service. For additional details about this disintermediation policy, please refer to Section 3.5 of the Terms of Service. 
If You Have Any Questions About This Fee Policy, Please Contact Us At Info@SourcingTalent.Cloud
 
 

4. TERMS OF SERVICE - PROFESSIONAL

Last revised: September 2016
 
These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity as an independent consultant or as a representative of a consulting firm or other business entity), on the one hand (“you”), and Veruca.io LLC (a.k.a. SourcingTalent.cloud), a Nevada Corporation on the other hand (collectively, the “Company”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use our websites located at www.veruca.io And www.sourcingtalent.cloud And Related Software And Services (collectively, The“Platform”). The Company May Revise These Terms At Any Time. If Any Such Amendment Results In A Material Change To These Terms, As Determined By The Company In Its Sole Discretion, We Will Inform You Of Such Changes Via A Notice On The Site Or By Sending You An Email To The Address You Have Registered With Us. Any Such Changes Shall Be Effective Immediately, Provided However, For Existing Account Holders, Such Changes Shall, Unless Otherwise Stated, Be Effective Thirty (30) Days After Posting. Continued Use Of The Platform After The Effective Date Of Any Revisions To These Terms Constitutes Your Acceptance Of The Revised Terms.

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE PLATFORM. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE PLATFORM OR TO PROVIDE SERVICES VIA THE PLATFORM TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY.

THE PLATFORM

Overview

The Platform Provides A Venue For You To Meet And Offer Your Professional Services (“Services”) As An Individual Independent Contractor Or Consulting Firm (“Contractor”) To Individuals Or Businesses Who Are In The Market For Such Services (“Clients”) For One Or More Projects (“Projects”). Under These Terms, The Company Provides Services To You In Your Capacity As A Contractor, Including Operating And Providing The Platform, Curating Clients And Projects, And Functioning As The Payment Processor For You And Your Clients. Clients Post Projects And Invite Contractors To Submit A Bid. You, In Turn, Post Your Professional Profile(s) And Bid On Projects. If A Client Accepts Your Bid, You May Then Draft And Negotiate A Contract, Statement Of Work (SOW), Consulting Agreement, Or Other Service Or Project Agreement Directly With Such Client (“Service Contract”), Though Any Such Service Contract You Enter Into With A Client Must Contain The Required Terms As Further Described In Section 1.6 Below. The Company Reserves The Right In Certain Cases And With Respect To Certain Projects To Select The Set Of Bids To Forward To The Applicable Client.

Eligibility

The Platform Is Available Only To Legal Entities And Persons Who Are At Least Eighteen (18) Years Old And Are Otherwise Capable Of Forming Legally Binding Contracts Under Applicable Law. In Order To Create An Account, You Must Provide Us With Your Legal Or Business Name, Contact Information, And Profile Information Regarding Your Professional Qualifications And The Services You Will Offer To Provide Via The Platform. In Addition, By Creating An Account, You Represent And Warrant That You Are Not (a) A Citizen Or Resident Of A Country In Which Use Or Participation In The Platform Is Prohibited By Law, Decree, Regulation, Treaty Or Administrative Act; (b) A Citizen Or Resident Of, Or Located In, A Country Or Region That Is Subject To U.S. Or Other Sovereign Country Sanctions Or Embargoes; Or (c) An Individual Or An Individual Employed By Or Associated With An Entity Identified On The U.S. Department Of Commerce’s Denied Persons Or Entity List, The U.S. Department Of Treasury’s Specially Designated Nationals Or Blocked Persons Lists, Or The Department Of State’s Debarred Parties List Or Otherwise Ineligible To Receive Items Subject To U.S. Export Control Laws And Regulations, Or Other Economic Sanction Rules Of Any Sovereign Nation. In Addition, You Confirm That You Are Not Prohibited Or Limited In Any Way From Acting As A Contractor On The Platform By Any Contract (e.g., Employment, Consulting, Confidentiality, Or Non-disclosure Agreements), Your Current Employer’s Policies Or Codes Of Conduct If You Are Employed, Or Any Similar Policies Or Obligations That Limit Your Conduct In Any Way. Further, To The Extent Your Ability To Consult Is Limited In Any Way, You Confirm That You Have Obtained All Necessary Consents Or Waivers (e.g., The Consent Of Your Employer, Any Company Or Organization For Which You Have Consulted, Or Any Affiliated Academic Or Government Organization) To Offer Your Services As A Contractor On The Platform. Notwithstanding The Foregoing, The Company May Determine Your Eligibility To Create An Account On The Platform In Its Sole Discretion.

Your Account

The Company Reserves The Right To Validate Your Identity And Account Information At Any Time. You Are Responsible For Ensuring And Maintaining The Secrecy And Security Of Your Account Password, And Are Responsible For Any Activities That Occur On The Platform Under Your Account. You Must Notify The Company Support Immediately If You Suspect That Your Password Has Been Lost Or Stolen.

Independent Contractor Status

As A Contractor, You Acknowledge And Agree That Your Relationship To The Company Is That Of An Independent Contractor And Vendor Rendering Professional Services, And That

you Have No Authority To Act On Behalf Of The Company;

the Company Does Not, In Any Way, Supervise, Direct, Or Control Your Performance Of Services; And

the Company Is Not A Party To Any Contract You May Enter Into With Clients And Will Not Have Any Liability Or Obligations Whatsoever Under Any Such Contracts. Further, Consistent With Your Status As An Independent Contractor/vendor Of The Company, Neither You Nor Any Of Your Principals, Employees Or Agents (if Applicable) Shall Be Entitled To Participate In Or Receive Any Compensation Or Benefits From The Company, That The Company Provides Or Makes Available To Its Employees Pursuant To Legal Requirements Or Otherwise Including, Without Limitation, Worker’s Compensation Insurance, Travel Accident Insurance, Medical/dental Insurance, Life Insurance, Short- Term And/or State Disability Insurance Or Benefits, Long-term Disability Insurance, Holiday Pay, Sick Pay, Paid Vacation, Bonuses, Salary Continuation Pay, Leaves Of Absence (paid Or Unpaid), Pension Plan Benefits, Retirement Savings Plan Benefits Or Lease Vehicle Benefits. You Are Solely Responsible For

compensating Any Of Your Principals, Employees And Agents Who Provide Any Services To The Company On Your Behalf, Including, Without Limitation, Wages And Employee Benefits;

reporting To All Applicable Government Agencies All Amount Paid To Such Principals, Employees And Agents;

withholding And Payment Of All Payroll Taxes Including, Without Limitation, Unemployment Insurance, Federal Insurance Contributions Act And Federal Unemployment Tax Act;

compliance With All Applicable Laws With Respect To Your Principals, Employees And Agents Including, Without Limitation, Those Requiring And Regulating Workers’ Compensation Insurance, Reporting Of Independent Contractors, Issuance Of Forms W-2 And 1099, The Immigration Reform Control Act, And Equal Employment Opportunity Laws.

No Conflict

You Hereby Represent And Warrant That You Are Not Party To Any Written Or Oral Agreement Or Other Understanding That Would Restrict Or Prevent You From Performing Services For Any Client Or With Respect To Any Project. You Hereby Represent And Warrant That You Will Not Incorporate Into Any Work Product (as Defined In Schedule A) Produced Under Any Service Contract Any Confidential Information Or Trade Secrets Of Any Other Person Or Entity, Or Any Material In Which Any Other Person Or Entity Asserts Any Copyright, Patent Right, Trademark, Or Other Proprietary Or Intellectual Property Right.

Service Contract Required Terms

Unless Otherwise Agreed To In A Writing Signed By The Company, Each Service Contract Must Contain Terms And Conditions Substantially Similar To And At Least As Protective Of The Company As The Terms And Conditions Set Forth In Schedule A Attached Hereto, Provided That Such Terms And Conditions Do Not Constitute Legal Advice From The Company, And You And Your Clients Should Consult Independent Counsel In Drafting And Negotiating Any Service Contracts. Once You Have Executed A Service Contract With A Client, You Must Upload A Copy (redacted If Necessary To Protect Any Particularly Sensitive Information) To Your Workspace For The Applicable Project So That The Company Can Verify Your Compliance With Schedule A.

Exclusivity

For A Period Of Twelve (12) Months From The Time You Are Identified By A Client Through The Platform (“Exclusivity Period”), You Will Use The Platform As Your Exclusive Method To Bid For Services And Receive All Payments For Services, Directly Or Indirectly, With That Client Or Arising Out Of Your Relationship With That Client. Upon Expiration Of Exclusivity Period, You Are Free To Directly Deal With The Applicable Client Outside Of The Platform And Independently From These Terms.

Third Party Websites

The Platform May Include Links To Third Party Websites. The Company Has No Control Over, Is Not Responsible For And Does Not Endorse Any Such Sites, And The Company Will Have No Liability For Any Damages Or Losses You Incur By Visiting Or Using Such Third Party Websites.

Privacy

The Company Respects Your Privacy. For Information Regarding What Information We Collect From You And How We Use And Share It, Please See Our Privacy Policy.

Code Of Conduct

By Accessing And Using The Platform, You Agree To Abide By The Veruca.io Code Of Conduct (“Code Of Conduct”), Which Is Incorporated Herein By Reference.

LICENSE AND RESTRICTIONS; OWNERSHIP

License Grant

Subject To Your Compliance With These Terms, The Company Hereby Grants You A Personal, Non-exclusive, Non-transferable, Revocable, Limited License (without The Right To Sublicense) To Access And Use The Platform For Your Internal Business Purposes Only, And Subject To The Limitations Set Forth Below. The Company Reserves Any And All Rights Not Expressly Granted To You Pursuant To These Terms. The Limited Rights Granted To You To Access And Use The Platform Comprise A Limited License And Do Not Constitute The Sale Of Any Software Program Or Other Intellectual Property.

Restrictions

You Agree That:

you Will Not Use The Platform If You Are Not Fully Able And Legally Competent To Agree To These Terms;

you Will Only Use The Platform In Full Compliance With All Applicable Laws And These Terms; And

you Will Not Use The Platform For Fraudulent Purposes Or To Engage In Any Offensive, Indecent Or Objectionable Conduct. Further, Except As Specifically Permitted Herein Or Approved In Advance In Writing By The Company, You Agree That You Will Not Directly Or Indirectly:

distribute, Sell, Assign, Encumber, Transfer, Rent, Lease, Loan, Sublicense, Modify, Time-share Or Otherwise Exploit The Platform In Any Unauthorized Manner;

use The Platform In Any Service Bureau Arrangement;

copy, Reproduce, Adapt, Create Derivative Works Of, Translate, Localize, Port Or Otherwise Modify The Platform Or Any Part Thereof In Any Form Or Manner Or By Any Means;

harvest Or Scrape Any Content Or Data From The Platform;

remove Or Alter Any Copyright Or Other Proprietary Rights’ Notice Or Restrictive Rights Legend Contained Or Included In The Platform;

decompile, Disassemble, Reverse Compile, Reverse Assemble, Reverse Translate Or Otherwise Reverse Engineer Any Part Of The Platform Or Any Part Thereof (except As And Only To The Extent Any Foregoing Restriction Is Prohibited By Applicable Law);

circumvent Any Functionality That Controls Access To Or Otherwise Protects The Platform; Or

permit Any Third Party To Engage In Any Of The Foregoing. Any Attempt To Do Any Of The Foregoing Is A Material Breach Of These Terms And A Violation Of The Rights Of The Company And Its Licensors. If You Breach These Restrictions, You May Be Subject To Prosecution And Damages.

Platform Ownership

The Platform’s “look And Feel” (e.g., Text, Graphics, Images, Logos), Proprietary Content, Information And Other Materials Are Protected Under Intellectual Property Laws. You Acknowledge And Agree That The Company And/or Its Licensors Own All Right, Title And Interest In And To The Platform (including All Intellectual Property Rights Therein Or Related Thereto) And You Agree Not To Take Any Action(s) Inconsistent With Such Ownership Interests. Any And All: (a) Suggestions For Correction, Change And Modification To The Platform And Other Feedback, Information And Reports Your Provide To The Company (collectively “Feedback”); And All (b) Improvements, Updates, Modifications Or Enhancements, Whether Made, Created Or Developed By The Company Or Otherwise Relating To The Platform (collectively, “Revisions”), Are And Will Remain The Property Of The Company. All Feedback And Revisions Become The Sole And Exclusive Property Of The Company And The Company May Use And Disclose Feedback And Revisions In Any Manner And For Any Purpose Whatsoever Without Further Notice Or Compensation To You And Without Retention By You Of Any Proprietary Or Other Right Or Claim. You Hereby Assign To The Company Any And All Right, Title And Interest That You May Have In And To Any And All Feedback And Revisions.

CONTENT POLICY

Your Content

You Represent And Warrant That You Own Or Have A Valid License To All Content Or Other Materials You Upload, Post, Publish Or Display Through The Platform (collectively, “Content”) You Hereby Grant The Company And Its Affiliates A Worldwide, Non-exclusive, Royalty Free, Fully Paid, Transferable, Sub-licensable, Perpetual, And Irrevocable License To Copy, Modify, Display, Perform, Distribute, Create Derivative Works Of And Otherwise Use Your Content In Connection With The Operation And Promotion Of The Platform, Though Subject To Our Privacy Policy.

Workspace And Work Product

During The Course Of Your Projects, The Company Will Provide You Storage Space On The Platform (“Workspace”) For The Exchange Of Documents And Other Information Related To Your Projects Between You And The Applicable Client, Including Any Client Materials And Work Product (as Defined In Sections 1.4 And 1.5 Of Schedule A, Respectively). You Agree That The Workspace Will Be The Exclusive Means By Which You Receive Client Materials And Deliver The Work Product. The Company Reserves The Right To Delete Your Workspace And All Data Therein Thirty (30) Days After The End Of The Associated Project.

Disclosure Of Your Content

You Acknowledge And Agree That The Company May Preserve And/or Disclose Your Content If Required To Do So By Law Or In The Good Faith Belief That Such Preservation Or Disclosure Is Reasonably Necessary To:

comply With Legal Process, Applicable Laws Or Government Requests;

enforce These Terms;

respond To Claims That Any Of Your Content Violates The Rights Of Third Parties; Or

protect The Rights, Property, Or Personal Safety Of The Company, Its Affiliates, Officers, Employees, Representatives And Agents, As Well As Platform Users And The General Public.

Prohibited Content

You Are Solely Responsible For All Of Your Content, And Agree Not To Upload Any Content Prohibited By Applicable Law Or The Restrictions In This Section. The Company Reserves The Right To Investigate And Take Appropriate Legal Action Against Any Contractors Who Violates This Section. Specifically, You Represent And Warrant That None Of Your Content:

constitutes Protected Health Information Under The Health Information Portability And Accountability Act;

infringes Any Intellectual Property, Proprietary, Contractual Or Privacy Rights Of Any Party;

constitutes Material, Non-public Information About Any Company And/or Constitutes Information The Disclosure Of Which Would Be In Violation Of Securities Laws;

contains Software Viruses Or Any Other Computer Code, Files Or Programs Designed To Interrupt, Destroy Or Limit The Functionality Of Any Computer Software Or Hardware Or Telecommunications Equipment;

constitutes Unsolicited Or Unauthorized Advertising, Promotional Materials, Commercial Activities And/or Sales, “junk Mail”, “spam”, “chain Letters”, “pyramid Schemes”, “contests”, “sweepstakes”, Or Any Other Form Of Solicitation;

is Unlawful, Harmful, Threatening, Abusive, Harassing, Tortious, Violent, Defamatory, Vulgar, Obscene, Pornographic, Libelous, Or Otherwise Objectionable; Or

in The Sole Judgment Of The Company, Is Objectionable Or Which Restricts Or Inhibits Any Other Person From Using Or Enjoying The Platform, Or Which May Expose The Company Or Its Users To Any Harm Or Liability Of Any Kind. The Company Has The Right, But Not The Obligation, To Monitor Your Use Of The Platform, Your Content And The Services You Perform To Determine Your Compliance With These Terms.

FEES AND PAYMENT

Fees

The Company Is Free To Join, And There Are No Charges To Submit Project Bids. Instead, The Company Collects Fees For Each Project That Is Completed On The Platform. When You Submit A Bid For A Project, The Company Will Display The Amount Of Any Fees That The Company Will Deduct From The Bid Amount Prior To Disbursing Payment To You. All Fees Are Non-cancelable Non- Refundable. If You Have Further Questions About Our Fees, Please Contact Us At Info@sourcingtalent.cloud.

Disbursements

The Company Functions As The Payment Processor For Amounts Clients Pay For Your Services On The Platform, And The Company Will Automatically Disburse Funds To You In Accordance With The Payment Terms Under The Applicable Service Contract. In Cases Of Fraud, Abuse Or Violation Of These Terms, The Company Reserves The Right To Setoff Against Any Amounts Due To You Via The Platform Any Damages Or Costs The Company Incurs As A Result Of Such Fraud, Abuse Or Violation.

Disintermediation

Contractors Are Required To Receive All Payments Relating To, Or In Any Way Connected With, A Project Through The Platform. During The Exclusivity Period, You Shall Not Encourage, Solicit Or Accept Complete Or Partial Payment For Services Outside Of The Platform, Or Otherwise Circumvent The Company’s Role As Payment Processor Or The Platform’s Payment Methods, And Any Violation Of The Foregoing Restrictions Is A Material Breach Of These Terms. By Way Of Illustration And Not In Limitation Of The Foregoing, Within The Exclusivity Period You Will Not: (a) Submit Proposals To, Deliver Services To, Invoice Or Receive Payments Or Other Consideration From Any Clients Except Via The Platform; Or (b) Invoice Or Report On The Platform An Invoice Amount Lower Than That Actually Agreed Between You And A Client Through The Platform. YOU WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT CONTACTS YOU OR SUGGESTS MAKING PAYMENTS OUTSIDE OF THE PLATFORM WITHIN THE EXCLUSIVITY PERIOD. If You Become Aware Of A Breach Or Potential Breach Of The Disintermediation Policy In This Section 4.3, Please Report The Issue To The Company By Sending An Email Message Toinfo@sourcingtalent.cloud.

Tax Reporting

The Company Is A Third Party Processor, And Pursuant To Section 6050W Of The Internal Revenue Code, The Company Will Provide A 1099-K Form To The Internal Revenue Service For Any Contractor Based In The United States Who Is Paid Over $20,000 Through The Platform And Participates In Over 200 Separate Projects In A Single Calendar Year. Otherwise, The Company Will Have No Responsibility For Determining The Necessity Of Or For Issuing Any Tax Forms, Or For Determining, Remitting, Or Withholding Any Taxes Applicable To Contractor Fees And You Will Be Solely Responsible For Determining Whether You Are Required By Applicable Law To File Any Tax Forms Or Remit To The Appropriate Authorities Any Taxes Or Similar Charges Applicable To The Amounts The Company Remits To You For Services, As Well As Filing Any Such Tax Forms And Remitting Any Such Taxes Or Charges To The Appropriate Authorities.

CONFIDENTIALITY

As A Contractor, You Agree Not To Disclose Or To Attempt To Use Or Personally Benefit From (financially Or Otherwise) Any Restricted Information (as Defined Below) That Is Disclosed To Or Known By You Because Of Your Activities On The Platform Until Such Time As The Restricted Information Has Become Publicly Available Through No Action Of Your Own, Except To The Extent Required By Law Or As Expressly Permitted By The Company Or A Client For The Purpose Of Facilitating A Particular Project. The Following Should Be Considered Strictly Confidential: (a) The Identity Of Clients; (b) Information About Projects; (c) Information About Any Actual Or Potential Business, Investment Or Trading Decisions, Or Transactions Of Any Client; Or (d) Any Other Nonpublic Or Proprietary Information Of The Company Or Its Clients (collectively, “Restricted Information”). If You Are Compelled By Order Of A Court Or Other Governmental Or Legal Body (or Have Notice That Such An Order Is Being Sought) To Divulge Any Restricted Information To Anyone, You Will Promptly Notify The Company, Unless Prohibited From Doing So By The Express Terms Of A Government Subpoena Or Court Order, And Will Cooperate Fully With The Company In Protecting Such Information To The Extent Possible Under Applicable Law. Upon Request By The Company Or The Applicable Client, You Agree To Return Or Destroy All Restricted Information In Your Possession. Notwithstanding The Foregoing, If And Only To The Extent Necessary, You May Disclose The General Topic And Client Description To Secure Any Required Third-party Consent To Your Activities On The Platform Or In A Project Prior To Submitting A Bid For That Project.

WARRANTY DISCLAIMER

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE PLATFORM WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

INDEMNIFICATION

You Agree To Indemnify And Hold Harmless The Company And Its Affiliates, Officers, Employees, Representatives And Agents (each, An “Indemnified Party”) From Any And All Claims, Actions, Damages, Liabilities, Costs, And Expenses (including, But Not Limited To, Reasonable Attorneys’ Fees And All Related Costs And Expenses) Arising From Or Relating To:

your Use Of The Platform;

any Services You Provide;

Your Content; And

your Violation Of These Terms.