Terms of Service

1. USER AGREEMENT

Effective January 1st, 2023

PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND CLASS ACTION WAIVERS.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) PANVICTA, LLC. (“PANVICTA,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.PANVICTA.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Contributor Membership Agreement; Proprietary Rights Infringement Reporting Procedures; PANVICTA App Software License Agreement; API Terms of Use; and the payment instructions as applicable to any Service Contract you enter into with another User. These agreements are collective, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, PANVICTA may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. PANVICTA will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by PANVICTA, PANVICTA will provide at least 30 days advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER TO AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

TABLE OF CONTENTS

1. PANVICTA Accounts
   1. Registration and Acceptance
   2. Account Eligibility
   3. Account Profile
   4. Account Types
   5. Account Permissions
   6. Identity and Location Verification
   7. Usernames and Passwords
2. Purpose of PANVICTA
   1. Relationship with PANVICTA
   2. Taxes and Benefits
   3. Marketplace Feedback and User Content
3. Contractual Relationship Between Client and Contributor
   1. Service Contracts
   2. Disputes Among Users
   3. Confidential Information
   4. Third-Party Beneficiaries
4. Worker Classification and PANVICTA Hire
   1. Worker Classification
   2. PANVICTA Hire Services
5. PANVICTA Fees
   1. Service Fees for Contributors
   2. Membership Fees and Connects
   3. Disbursement Fees
   4. Client Fees
   5. VAT and Other Taxes
   6. No Fee for Introducing or Finding Projects
6. Payment Terms
   1. Payment Services
   2. Client Payments on Service Contracts
   3. Disbursements to Contributors
   4. Non-Payment
   5. No Return of Funds
   6. Payment Methods
   7. S. Dollars and Foreign Currency Conversion
7. Non-Circumvention
   1. Making Payments Through PANVICTA
   2. Opting Out
8. Records of Compliance
9. Warranty Disclaimer
10. Limitation of Liability
11. Release
12. Indemnification
13. Agreement Term and Termination
    1. Termination
    2. Account Data on Closure
    3. Survival
14. Disputes Between You and PANVICTA
    1. Dispute Process and Scope
    2. Choice of Law
    3. Informal Dispute Resolution
15. General
    1. Entire Agreement
    2. Modifications; Waiver
    3. Assignability
    4. Severability
    5. Force Majeure
    6. Prevailing Language and Location
    7. Access to the Site Outside the United States
    8. Consent to Use Electronic Records
16. Definitions

PANVICTA ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that

can be created on the Site, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. PANVICTA reserves the right to decline a registration to join PANVICTA or to add an Account type as a Client or Contributor, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

1.2 ACCOUNT ELIGIBILITY

PANVICTA offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users, and unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Contributor Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 CLIENT ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.

1.4.2 CONTRIBUTOR, AGENCY, AND AGENCY MEMBER ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Contributor (a “Contributor Account”). Another type of Contributor Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account who can be given different permissions to act on behalf of the Agency (each, an “Agency Member”).

You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, PANVICTA may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on PANVICTA. You authorize PANVICTA, directly or through third parties, to make any inquiries necessary to validate your identity, and your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.

1.7 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize PANVICTA to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the

username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

2. PURPOSE OF PANVICTA

Section 2 discusses what PANVICTA does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Contributor or Client, as detailed below.

The Site is a marketplace where Clients and Contributors can identify each other and advertise, buy, and sell Contributor Services online. Subject to the Terms of Service, PANVICTA provides the Site Services to Users, including hosting and marketing the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH PANVICTA

PANVICTA merely makes the Site and Site Services available to enable Contributors and Clients to find and transact directly with each other. PANVICTA does not introduce Contributors to Clients, find Projects for Contributors, or find Contributors for Clients. Through the Site and Site Services, Contributors may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Contributors that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Contributor on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and PANVICTA is not a party to that Service Contract.

You acknowledge, agree, and understand that PANVICTA is not a party to the relationship or any dealings between Client and Contributor. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Contributor Services, or (e) paying for Service Contracts or Contributor Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). PANVICTA does not make any representations about or guarantee the truth or accuracy of any Contributor’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Contributors or Clients; and does not vet or otherwise perform background checks on Contributors or Clients. You acknowledge, agree, and understand that PANVICTA does not, in any way, supervise, direct, control, or evaluate Contributors or their work and is not responsible for any Project, Project terms, or Work Product. PANVICTA makes no representations about and does not guarantee, and you agree not to hold PANVICTA responsible for, the quality, safety, or legality of Contributor Services; the qualifications, background, or identities of Users; the ability of Contributors to deliver Contributor Services; the ability of Clients to pay for Contributor Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Contributor to actually complete a transaction.

You also acknowledge, agree, and understand that Contributors are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Contributor Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of PANVICTA, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers’ compensation insurance); (ii) PANVICTA will not have any liability or obligations under or related to Service Contracts and/or Contributor Services for any acts or omissions by you or other Users; (iii) PANVICTA does not, in any way, supervise, direct, or control any Contributor or

Contributor Services; does not impose quality standards or a deadline for completion of any Contributor Services; and does not dictate the performance, methods or process Contributor uses to perform services; (iv) Contributor is free to determine when and if to perform Contributor Services, including the days worked and time periods of work, and PANVICTA does not set or have any control over Contributor’s pricing, work hours, work schedules, or work location, nor is PANVICTA involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Contributor for a Project; (v) Contributor will be paid at such times and amounts as agreed with a Client in a given Service Contract, and PANVICTA does not, in any way, provide or guarantee Contributor a regular salary or any minimum, regular payment; (vi) PANVICTA does not provide Contributors with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) PANVICTA does not provide the premises at which Contributors will perform the work. Contributors are free to use subcontractors or employees to perform Contributor Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for the Contributor’s subcontractor(s) or employee(s). If a Contributor uses subcontractors or employees, Contributor further agrees and acknowledges that this paragraph applies to PANVICTA’s relationship, if any, with Contributor’s subcontractors and employees as well and Contributor is solely responsible for the Contributor’s subcontractors and employees.

Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) PANVICTA is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of PANVICTA; (4) PANVICTA does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) PANVICTA does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) PANVICTA does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) PANVICTA does not provide the premises at which the Agency or Agency Members will perform the work; and (8) PANVICTA makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and PANVICTA disclaims any and all liability relating thereto.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt-Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 TAXES AND BENEFITS

Contributor acknowledges and agrees that Contributor is solely responsible (a) for all tax liability associated with payments received from Contributor’s Clients and through PANVICTA, and that PANVICTA will not withhold any taxes from payments to Contributor; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Contributor is not covered by or eligible for any insurance from PANVICTA; (c) for determining whether Contributor is required by applicable law to issue any particular invoices for the Contributor Fees and for issuing any invoices so required; (d) for determining whether Contributor is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Contributor Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if PANVICTA is required by applicable law to withhold any amount of the Contributor Fees and for notifying PANVICTA of any such requirement and indemnifying PANVICTA for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of PANVICTA, Contributor agrees to

promptly cooperate with PANVICTA and provide copies of Contributor’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Contributor is engaging in an independent business as represented to PANVICTA.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request PANVICTA to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Contributors or Clients voluntarily submit to PANVICTA and does not constitute and will not be construed as an introduction, endorsement, or recommendation by PANVICTA; PANVICTA provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that PANVICTA post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by PANVICTA on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that PANVICTA will make Composite Information available to other Users, including composite or compiled feedback. PANVICTA provides its feedback system as a means through which Users can share their opinions of other Users publicly, and PANVICTA does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

PANVICTA does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. PANVICTA is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, PANVICTA reserves the right (but is under no obligation) to remove posted feedback or information that, in PANVICTA’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of PANVICTA. You acknowledge and agree that you will notify PANVICTA of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, PANVICTA may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONTRIBUTOR

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

3.1 SERVICE CONTRACTS

If a Client and Contributor decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Contributor. Client and Contributor have complete discretion both with regard to whether to enter

into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that PANVICTA is not a party to any Service Contract and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between PANVICTA and any Contributor or a partnership or joint venture between PANVICTA and any User.

With respect to any Service Contract, Clients and Contributors may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand PANVICTA’s rights and obligations under the Terms of Service, including this Agreement and the applicable Payment Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. PANVICTA does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. PANVICTA expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

Please refer to the PANVICTA Hire Agreement for Service Contracts using PANVICTA Hire. 3.2 DISPUTES AMONG USERS

For disputes arising between Clients and Contributors, you agree to abide by the dispute process that is explained in the Payment Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that PANVICTA will not and is not obligated to provide any dispute assistance beyond what is provided in the Payment Instructions.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

4. WORKER CLASSIFICATION AND PANVICTA HIRE

Section 4 discusses what you agree to concerning whether a Contributor is an employee or independent contractor and when you agree to use PANVICTA Hire, as detailed below.

4.1 WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between PANVICTA and a User.

The client is solely responsible for and has complete discretion with regard to the selection of any Contributor for any Project. The client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Contributors should be engaged as independent contractors or employees of Client and engaging them accordingly; PANVICTA will have no input into, or involvement in, worker classification as between Client and Contributor and Users agree that PANVICTA has no involvement in and will have no liability arising from or relating to the classification of a Contributor generally or with regard to a particular Project.

4.2 PANVICTA HIRE SERVICES

Client agrees to enroll in PANVICTA Hire if it will receive services from a Contributor under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, the Client will engage PANVICTA’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on PANVICTA, through the Site. The Staffing Provider will hire the Contributor at the request of Client and Contributor according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Contributor, and subject to the PANVICTA Hire Agreement. For all purposes with PANVICTA Hire, the employer of the Contributor will be the Staffing Provider and not PANVICTA under any circumstances.

Contributor acknowledges, understands, and agrees that PANVICTA will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Contributor and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Contributor will not have any contract on the PANVICTA Site or contact with PANVICTA regarding such employment terms. Where Contributor and Client have enrolled in PANVICTA Hire the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling the Contributor to communicate with the Staffing Provider and the Client.

5. PANVICTA FEES

Section 5 describes what fees you agree to pay to PANVICTA in exchange for PANVICTA providing the Site and Site Services to you and what taxes PANVICTA may collect, as detailed below.

5.1 SERVICE FEES FOR CONTRIBUTORS

Contributors pay PANVICTA a Service Fee (as defined in this Section 5.1) for the use of the Site. PANVICTA charges service fees to Contributors, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution, and payment services, including facilitating Hourly Payment Protection, as described in the applicable Payment Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by the Contributor. When a Client pays a Contributor for a Project or when funds related to a Project are otherwise released to a Contributor as required by the applicable Payment Instructions (See Section 6.1), PANVICTA, Inc. will credit the Contributor Payment Account for the full amount paid or released, and then subtract and disburse to PANVICTA the Service Fee. The contributor hereby irrevocably authorizes and instructs PANVICTA, Inc. to deduct the Service Fee from the Contributor Payment Account and pay PANVICTA on Contributor’s behalf. In the event the Contributor chooses to withdraw funds in a currency other than U.S. dollars, there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

5.2 MEMBERSHIP FEES AND CONNECTS

Contributors pay PANVICTA a membership fee if they subscribe for a paid membership and may purchase “Connects”. Contributors may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing “Connects” as described in and subject to the terms of the Contributor Membership Agreement.

5.3 DISBURSEMENT FEES

Contributors may pay PANVICTA a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to PANVICTA in consideration of costs incurred and administration of disbursements via the disbursement method requested by the Contributor and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Schedules on the Site as revised from time to time.

Additional activation, maintenance, and account fees may be charged by the disbursement method requested by the Contributor.

5.4 CLIENT FEES

Clients pay PANVICTA a fee for payment processing and administration related to the Contributor Fees they pay to Contributors they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.

5.5 VAT AND OTHER TAXES

PANVICTA may be required by the applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST, and any local sales taxes collectively as “VAT”) in the jurisdiction of the Contributor (the “Taxes“). In such instances, any amounts PANVICTA is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to PANVICTA under the Terms of Service.

5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

PANVICTA does not introduce Clients to Contributors and does not help Contributors secure Projects. PANVICTA merely makes the Site and Site Services available to enable Contributors to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, PANVICTA does not charge a fee when a Contributor finds a suitable Client or finds a Project. In addition, PANVICTA does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

6. PAYMENT TERMS AND PAYMENT SERVICES

Section 6 discusses your agreement to pay Contributor Service Fees on Service Contracts, and describes how PANVICTA’s Payment Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.

6.1 PAYMENT SERVICES

PANVICTA Inc. provides payment services to Users to deliver and/or receive payment for a Project, and to pay fees to PANVICTA (“Payment Services”). The Payment Services are intended for business use, and you agree to use the Payment Services only for business purposes and not for consumer, personal, family, or household purposes.

6.1.1 PAYMENT AGREEMENTS AND PAYMENT INSTRUCTIONS

PANVICTA, Inc. will release funds deposited in a Payment Account only in accordance with this Agreement and the applicable Payment Instructions. You acknowledge and agree that PANVICTA, LLC. acts merely as an Internet payment agent. PANVICTA, LLC has fully delivered the Payment Services to you if PANVICTA, LLC. provides the Payment Services described in this Agreement and the applicable Payment Instructions. PANVICTA, LLC. is only obligated to perform those duties expressly described in this Agreement and any applicable Payment Instructions. Suppose you authorize or instruct PANVICTA, LLC. to release or make a payment of funds from a Payment Account associated with you. In that case, PANVICTA, LLC. may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Payment Instructions. In addition, PANVICTA, LLC. may release or pay funds from a Payment Account as required by applicable law.

Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and PANVICTA, LLC. will follow, the Fixed-Price Payment Instructions.

Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and PANVICTA, LLC. will follow, the Hourly, Bonus, and Expense Payment Agreement with Payment Instructions.

PANVICTA Hire Engagements. If Users use PANVICTA Hire (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Payment Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.

6.1.2 PAYMENT ACCOUNTS

PANVICTA, LLC. will release funds deposited in a Payment Account only in accordance with this Agreement and the applicable Payment Instructions. Depending on your needs and the applicable Payment Instructions, PANVICTA, Inc. will release funds into one of three different types of Payment Accounts, subject to the applicable Payment Instructions:

(a) Client Payment Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, PANVICTA, Inc. will establish and maintain a “Client Payment Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to PANVICTA for payment processing and administration fees.

(b) Contributor Payment Account. After entering into a Service Contract, the first time a Contributor uses the Site to receive payment for a Project, PANVICTA, LLC. will establish and maintain a “Contributor Payment Account” for the Contributor to receive payments for Projects, withdraw payments, make payments for Service Fees and to PANVICTA for other fees, and issue refunds to Clients.

(c) Fixed-Price Payment Account. When you enter into a Fixed-Price Contract, PANVICTA LLC. will establish and maintain a “Fixed-Price Payment Account” to receive, hold, and release payments pursuant to the Fixed-Price Payment Instructions for the Project that is the subject of that Fixed-Price Contract.

You hereby authorize and instruct PANVICTA, LLC. to act as payment agent in connection with the Payment Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Payment Instructions. Client and Contributor may access current information regarding the status of a Payment Account on the Site.

6.1.3 CONTRIBUTOR APPOINTMENT OF PANVICTA INC. AND SUBSIDIARIES AS AGENT

If you are a Contributor and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Payment Account, you hereby appoint PANVICTA, LLC. and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Contributor Payment Account as applicable. Because PANVICTA, LLC. is Contributor’s agent, the Contributor must, and hereby does, fully discharge and credit the Contributor’s Client for all payments and releases that PANVICTA, LLC. receives on the Contributor’s behalf from or on behalf of such Client.

6.1.4 TITLE TO FUNDS

PANVICTA, PANVICTA, LLC., and our Affiliates are not banks. PANVICTA, LLC. deposits all Payment Account funds in a payment account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver payment funds under applicable laws and regulations. The payment account is not separate from the operating accounts of PANVICTA and each of our Affiliates. PANVICTA, LLC. will not voluntarily make funds deposited in the payment trust account available to its creditors, or the creditors of its Affiliates, in the event of bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), PANVICTA, LLC. holds for only legal title to, and not any equitable interest in, the payment trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Contributor concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).

6.1.5 NO INTEREST

You agree that you will not receive interest or other earnings on the funds held in your Payment Account. PANVICTA, LLC. or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.

6.1.6 PAYMENT AGENT DUTIES

We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Payment Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Payment Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Contributor, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Contributor in accordance with this Agreement or the applicable Payment Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Payment Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Payment Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Payment Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Payment Account until we are directed otherwise in writing by Client and Contributor.

6.1.7 PAYMENT AGENT RIGHT

We have the right, in our sole discretion, but not the obligation, to institute other legal proceedings, including depositing funds held in the Payment Account with a court of competent jurisdiction and to resolve any dispute between Client and Contributor related to the Payment Account. Any provision of this Agreement and the applicable Payment Instructions to the contrary notwithstanding and regardless of whether we are identified as a party in interest in any dispute or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Payment Account with a court of competent jurisdiction. Any corporation or association into which PANVICTA, LLC. may be merged or converted or with which PANVICTA, LLC. may be consolidated or any corporation or association to which all or substantially all the payment business of PANVICTA, LLC. may be transferred will succeed to all the rights and obligations of PANVICTA, LLC. as payment holder and payment agent under this Agreement and the applicable Payment Instructions without further action to the extent permitted by applicable law.

6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS

For Hourly Contracts, the Contributor will invoice the Client on a weekly basis through PANVICTA, and the Client will pay invoices consistent with the Hourly Payment Instructions. For Fixed-Price Contracts, the Client becomes obligated to fund payment immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.

Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Payment Instructions. When Client authorizes the payment of the Contributor Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs PANVICTA, LLC. to charge Client’s Payment Method for the Contributor Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs PANVICTA, LLC. to charge Client’s Payment Method for the Contributor Fees.

6.3 DISBURSEMENTS TO CONTRIBUTORS

Under the relevant Payment Instructions, PANVICTA, LLC. disburses funds that are available and payable to a Contributor upon the Contributor’s request. A Contributor can request the disbursement of available funds at any time on a one-time basis or by setting up an automatic disbursement schedule. If the Contributor does not request a disbursement, PANVICTA will automatically disburse available funds no more than 90 days after the Contributor Fees are released to the Contributor Payment Account, unless the amount in the Payment Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $500 for Contributors within the United States or (b) $1,000 for Contributors outside the United States. When the funds in the Contributor Payment Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) the Contributor’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Contributor Payment Account.

For Hourly Contracts, Contributor Fees become available to Contributors following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Contributor Fees become available to Contributors following the expiration of the five-day security period after the funds are released. The security period begins after the Client accepts and approves work submitted by the Contributor.

Notwithstanding any other provision of the Terms of Service or the Payment Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, PANVICTA, LLC. may refuse to process or may hold the disbursement of the Contributor Fees and take such other actions with respect to the Payment Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, PANVICTA, LLC., in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Contributor Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Contributor’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Contributor Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Contributor Fees is no longer necessary, PANVICTA, LLC. will be authorized to release such hold as soon as practicable.

In addition, notwithstanding any other provision of the Terms of Service or the Payment Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or used by your Client if you are a Contributor, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing PANVICTA, LLC. to (and PANVICTA, LLC. will have the right to) charge the applicable Payment Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

6.4 NON-PAYMENT

If the Client is in “default”, meaning the Client fails to pay the Contributor Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of PANVICTA), PANVICTA will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in the such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Contributor Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by PANVICTA within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by PANVICTA for Contributor Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, PANVICTA may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Contributor Services from other Users through the Site. However, the Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay PANVICTA upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

PANVICTA or PANVICTA, LLC, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by PANVICTA or PANVICTA, LLC. for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

6.5 NO RETURN OF FUNDS

Client acknowledges and agrees that PANVICTA, LLC. will charge Client’s designated Payment Method for the Contributor Fees incurred as described in the applicable Payment Instructions and that once PANVICTA, LLC. charges or debits the Client’s designated Payment Method for the Contributor Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. The client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for the Client to resolve disputes. To the extent permitted by applicable law, Client, therefore, agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Contributor Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that PANVICTA or PANVICTA, LLC. may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

6.6 PAYMENT METHODS

In order to use certain Site Services, the Client must provide account information for at least one valid Payment Method.

Client hereby authorizes PANVICTA to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Contributor Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

Payment Methods will be charged by PANVICTA, LLC. in most countries.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on PANVICTA; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, PANVICTA is not liable to any User if PANVICTA does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. PANVICTA will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Payment Instructions.

6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that PANVICTA, PANVICTA, LLC., or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either PANVICTA, PANVICTA, LLC., or our Affiliates do not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, PANVICTA, LLC. or one of our Affiliates will charge, debit, or credit the User’s Payment Method in U.S. Dollars and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. PANVICTA, PANVICTA, LLC., and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. PANVICTA, PANVICTA, LLC., and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Payment Account.

7. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through PANVICTA for two years from the date you first meet your Client or Contributor on the Site, unless you pay an Opt-Out-Fee, as detailed below.

7.1 MAKING PAYMENTS THROUGH PANVICTA

You acknowledge and agree that a substantial portion of the compensation PANVICTA receives for making the Site available to you is collected through the Service Fee described in Section 5.1. PANVICTA only receives this Service Fee when a Client and a Contributor pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “PANVICTA Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.

Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:

• Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
• Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
• Invoice or report on the Site or in an Opt-Out Fee requests an invoice or payment amount lower than that actually agreed between Users.
• Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments off the Site.

You agree to notify PANVICTA immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to PANVICTA by sending an email message to: sales@PANVICTA.com.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2 OPTING OUT

You may opt-out of the obligation in Section 7.1 with respect to each PANVICTA Relationship only if the Client or prospective Client or Contributor pays PANVICTA an opt-out fee for each such relationship (the “Opt-Out Fee”).

The Opt-Out Fee is computed as follows

(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Contributor until the date the Opt-Out Fee is paid; and

(b) the greater of:

(i) $3,500; or

(ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Contributor employment directly; or

(iii) all Service Fees that would be earned by PANVICTA from the PANVICTA Relationship during the Non- Circumvention Period, computed based on the annualized amount earned by Contributor from Client during the most recent normalized 8-week period, or during such shorter period as data is available to PANVICTA;

(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then PANVICTA and you agree that the fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then PANVICTA and you agree that amount shall be used if it is greater than $3,500.

To pay the Opt-Out Fee, you must request instructions by sending an email message to sales@PANVICTA.com.

If PANVICTA determines, in its sole discretion, that you have violated Section 7, PANVICTA or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of PANVICTA’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

8. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to PANVICTA upon request. Nothing in this subsection requires or will be construed as requiring PANVICTA to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for the creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on PANVICTA’s part to store, backup, retain, or grant access to any information or data for any period.

9. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PANVICTA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, THE WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANVICTA DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES THE USER’S SOLE AND EXCLUSIVE REMEDY AGAINST PANVICTA WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

10. LIMITATION OF LIABILITY

Section 10 discusses your agreement that PANVICTA usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most, it will be required to pay you $2,500, as detailed below.

PANVICTA is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; damage to your
• hardware devise from the use of the Site or Site Services;
• the content, actions, or inactions of third parties use of the Site or Site Services;
• a suspension or other action is taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL PANVICTA, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF PANVICTA, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY PANVICTA WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CONTRIBUTOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that PANVICTA is not a party to any contract between Users, you hereby release PANVICTA, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into this agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Contributor Services provided to the Client by a Contributor and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Payment Instructions.

This release will not apply to a claim that PANVICTA failed to meet our obligations under the Terms of Service.

12. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless PANVICTA, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Contributor as an independent contractor; the classification of PANVICTA as an employer or joint employer of Contributor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and PANVICTA’s agreement about when and how long this Agreement will last, when and how either you or PANVICTA can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 TERMINATION

Unless both you and PANVICTA expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to sales@PANVICTA.com. In the event, you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. PANVICTA is not a party to any Service Contract between Users. Consequently, the User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct PANVICTA to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) PANVICTA will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to PANVICTA for any Site Services or such other amounts owed under the Terms of Service and to any Contributors for any Contributor Services.

Without limiting PANVICTA’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or PANVICTA or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without PANVICTA’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on the transparency of the User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You, therefore, agree as follows: IF PANVICTA DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, PANVICTA HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT PANVICTA WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING THE CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

13.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site, and any closure of your Account may involve the deletion of any content stored in your Account for which PANVICTA will have no liability whatsoever. PANVICTA, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

13.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance, after this Agreement terminates or expires, will survive and continue in full force and effect. For example, the provisions permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or PANVICTA from any obligations incurred prior to the termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND PANVICTA

Section 14 discusses your agreement with PANVICTA and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute.

14.1 DISPUTE PROCESS AND SCOPE

If a dispute arises between you and PANVICTA or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt-out as provided in Section 14.4.4 below, you, PANVICTA, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with PANVICTA (including without limitation any claimed employment with PANVICTA or one of our Affiliates or successors), the termination of your relationship with PANVICTA, or the Site Services (each, a “Claim”) in accordance with this Section 14

14.2 CHOICE OF LAW

These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Contributor located within the United States will be governed by the law of the state in which such Contributor resides.

14.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for formal dispute resolution of a Claim, you and PANVICTA agree to first notify each other of the Claim. You agree to notify PANVICTA of the Claim by email to sales@PANVICTA.com, and PANVICTA agrees to provide you a notice at your email address on file (in each case, a “Notice”). You and PANVICTA then will seek an informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or PANVICTA, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and PANVICTA will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

15. GENERAL

Section 15 discusses additional terms of the agreement between you and PANVICTA, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and PANVICTA relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though PANVICTA drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or PANVICTA because of the authorship of any provision of the Terms of Service.

15.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon PANVICTA unless in a written instrument signed by a duly authorized representative of PANVICTA or posted on the Site by PANVICTA. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without PANVICTA’s prior written consent in the form of a written instrument signed by a duly authorized representative of PANVICTA. PANVICTA may freely assign this Agreement and the other Terms of Service without the User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 SEVERABILITY

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

15.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlled in all respects and will prevail in case of any inconsistencies with translated versions if any. The Site is controlled and operated from our facilities in the United States.

15.7 ACCESS TO THE SITE OUTSIDE THE UNITED STATES

PANVICTA makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S.-origin products, including services or software.

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area 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 Denied Persons or Entity List, the U.S. Department of Treasury

Specially Designated Nationals or Blocked Person Lists, or the U.S. Department of State 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. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive certain records from PANVICTA or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

16. DEFINITIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or another form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Contributor or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without the use of another person’s Confidential Information.

“Payment Account” means Client Payment Account, Contributor Payment Account, or Fixed-Price Payment Account.

“Payment Instructions” means the Fixed-Price Payment Instructions or the Hourly, Bonus, and Expense Payment Agreement with Payment Instructions.

“Fixed-Price Contract” means a Service Contract for which the Client is charged a fixed fee agreed between a Client and a Contributor, prior to the commencement of a Service Contract, for the completion of all Contributor Services contracted by the Client for such Service Contract.

“Contributor Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by the Contributor, multiplied by the hourly rate charged by the Contributor); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Contributor; and (c) any bonuses or other payments made by a Client to a Contributor.

“Hourly Contract” means a Service Contract for which the Client is charged based on the hourly rate charged by the Contributor.

“Hourly Invoice” means the report of hours invoiced for a stated period by a Contributor for Contributor Services performed for a Client.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to PANVICTA, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as PANVICTA may accept from time to time in our sole discretion.

“Project” means an engagement for Contributor Services that a Contributor provides to a Client under a Service Contract on the Site.

“Staffing Employee” means a Contributor enrolled in PANVICTA Hire, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Contributor Services to one or more Client(s).

“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Contributor governing the Contributor Services to be performed by a Contributor for Client for a Project; or (b) if you use PANVICTA Hire, the contractual provisions between Contributor and the Staffing Provider for the provision of services to Client, if any.

“Substantial Change” means a change to the terms of Service that reduces your rights or increases your responsibilities.

“PANVICTA App” means the online platform accessed using PANVICTA’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

“Work Product” means any tangible or intangible results or deliverables that Contributor agrees to create for, or actually delivers to, the Client as a result of performing the Contributor Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.