AGREEMENT BETWEEN PROFESSIONAL & SPOTWORK INC. FOR USE OF SPONTANEOUS PAID OPPORTUNITIES TODAY INC. SERVICE

Last Revised: November 2, 2023

This Agreement Between Professional & Spotwork, Inc. For Use Of Spotwork Inc. Service (the “Agreement”) constitutes a binding agreement between you, an independent professional (“you” or “I”) and Spotwork, Inc., ,a Delaware corporation, its parents, subsidiaries, representatives, affiliates, officers, and directors (“Spotwork” “us” or “we”) governing your use of the Service (as defined in the Spotwork End User License Agreement available at www.spotwork.co) to provide freelance services as an independent contractor to third parties (“Requesters”). You hereby agree: (a) to comply with this Agreement; and (b) that you have read, understand, and agree to (i) the Spotwork End User License Agreement (“EULA”), (ii) the Spotwork Privacy Policy (the “Privacy Policy”), each of which are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the EULA or Privacy Policy, then this Agreement will govern with respect to the conflicting terms only. Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:

Spotwork reserves the right to change this Agreement, and to add additional terms at any time, effective upon making the modified provisions available on the Service or by notifying you directly. You are responsible for regularly reviewing the Agreement for modifications and updates to its terms. Continued use of the Service after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Service, Spotwork does not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms.

1. Independent Professional. By agreeing to this Agreement, you are asserting that you are an independent professional and entrepreneur who wishes to: (a) digitize and modernize your business; (b) be introduced to potential new clients by Spotwork; and (c) engage Spotwork for its Service to accomplish these entrepreneurial goals.

2. SPOTWORK is Solely a Venue for Communications. Spotwork is a communications platform for enabling the connection between you and Requesters. Spotwork does not itself provide professional services. Spotwork offers tools, information, and a method for Requesters to obtain, and you to provide, services, but does not, nor does it intend to, provide such professional services. Spotwork and you intend for you to provide services to Requesters strictly as an independent contractor, and not as employees, workers, agents, joint ventures, partners or franchisees of Spotwork or the Requester for any purpose.

3. Project.

3.1 From time to time, Requesters will post proposed projects via the Spotwork website or mobile phone application, setting forth the nature of the services required (the “Project”). A Project proposed may include desired skills, location, date, start time (as applicable), project length (as applicable), pay rate and any required certifications (“Project Details”). If a Project becomes available in the location you have indicated on the Service, then you may be notified of the availability of the Project via the Service. You may express interest in such Project and if the Requester accepts your expression of interest, then you will be notified via the Service and you will be responsible for completing the Project at the time, on the date, and at the place specified in the Project Details, unless otherwise agreed between you and the Requester. Spotwork does not guarantee any minimum number of Projects ****will be available to you at any time during the term of this Agreement. If you are selected for a Project by a Requester, the applicable Requester will be able to rate you and other Requester will be able to see your rating.

3.2 You agree that your name, phone number, email address, certifications, eligibility to work and other necessary requirements listed in the Project Details may be made available to a Requester by Spotwork after the Project is confirmed. Projects are subject to change at the discretion of the Requester and may last for longer, or not as long, as originally set forth in the Project Details. Depending on the nature of the Project, the applicable Requester or Spotwork, may require that you provide proof of certain permits or licenses.

3.3 Spotwork has no control or any right to determine (a) when you use the Service, (b) if and when you log into the Service, (c) for which Projects you express interest or accept, if any, (d) what you charge for Projects, (e) any of the Project Details, (f) whether you are selected for a Project and (g) the manner or means by which you complete Projects. You and the Requester solely negotiate and determine the Project Details including when and where you perform Projects, the required services for the Project, and any additional bonuses or gratuities arising out of such Projects. You are solely responsible for costs or expenses incurred by you in connection with the performance of Projects.

4. Accounts and Registration. In order for you to engage Spotwork for its Service, you must create an account on the Service. When you create an account, you will be required to provide us with some information about yourself (such as your name, a description of yourself and your business, your business address, phone number, e-mail address, and banking information for payments). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at [email protected].

5. Payments.

5.1 You may be required to register with the Payment Service Provider retained by Spotwork (the “PSP”), agree to Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up your account with the PSP. Spotwork is not a party to the PSP Agreement. You, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and Spotwork has no obligations or liability to any party under the PSP Agreement.

5.2 Requesters will be responsible for paying the invoice for each Project (the “Invoice”), which will include the pricing terms of the Project agreed with and provided by you (“Project Payment”).