AllWork Terms of Use

Introduction

AllWork, Inc. is a software company that has created a proprietary electronic platform to connect companies seeking workers with individuals and entities providing services (the “AllWork Platform”). The AllWork Platform is a venue that creates efficiencies in sourcing talent and jobs, managing talent and work shifts, and paying talent for their work.

The AllWork Platform can be used by individuals and entities seeking services (“Clients”) to source, manage, and/or pay talent, and by individuals and entities to search for work opportunities and provide their services (“Talent”). Clients and Talent are collectively referred to in this Agreement as “Users”, and individually as “You”. A User may be a Client or a Talent, or both. The AllWork Platform is flexible and enables Clients to either hire Talent directly, or to outsource Talent that is employed by AllWork, with AllWork handling payroll, benefit, and associated administrative tasks. Talent is able to use the AllWork Platform to offer their services to a variety of Clients.

Terms of Use Agreement

This Terms of Use Agreement (this “Agreement” or "Acceptable Use Policy") governs how individuals and entities may access and use the AllWork Platform. This Agreement is intended to assist you in using the AllWork Platform and to explain the relationship arising from your use of the AllWork Platform. The Agreement applies to all Users and to other visitors to any AllWork website that wishes to learn more about AllWork’s services. The terms of this Agreement apply only to your use of the AllWork Platform and receipt of information, products, and services through the AllWork platform. It does not apply to information, products, or services that you obtain from AllWork through other means.

Your Agreement

ALL USERS ARE ADVISED TO READ THIS AGREEMENT CAREFULLY BEFORE THEY USE THE ALLWORK PLATFORM. BY USING THE ALLWORK PLATFORM, USERS AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE ALLWORK PLATFORM.

This Agreement governs the use of the AllWork Platform by Users. Please read this Agreement carefully as it imposes legal obligations on Users and AllWork. Each User acknowledges that by accessing and using the AllWork Platform, the User and any organization that the User represents agrees to be legally bound by this Agreement. In addition, for certain activities on the AllWork Platform, AllWork may further confirm a User’s consent by asking the User to click a button on the AllWork Platform. If you do not agree with any of the terms of this Agreement, do not use the AllWork Platform.

The terms of this Agreement supplement the terms and conditions in any other agreement a User may enter into with AllWork. In the event of any conflict between this Agreement and any such other agreement, the terms of such other agreement will prevail. No purchase order or other document submitted by a User to AllWork that contain terms and conditions that are different from or additional to the terms and conditions set forth in this Agreement shall be binding on AllWork unless such terms and conditions are expressly and specifically agreed to in writing by AllWork.

Nature of the AllWork Platform

The AllWork Platform includes all websites associated with AllWork (including all domains and subdomains of allworknow.com), all application programming interfaces (APIs), and all applications and communication tools provided by AllWork.

AllWork does not have control over and disclaims all responsibility for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any services or work performed or delivered by Talent to Clients (whether direct hires or Talent outsourced by AllWork to Clients for particular assignments (“Assignments”), compliance by Clients with any applicable laws and regulations related to employment, working conditions, and other matters relevant to the relationship between Client and Talent, or for the integrity, responsibility, or any of the actions or omissions whatsoever of any Users. AllWork makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested, undertaken, and/or provided by Users.

Eligibility, Representations, and Warranties

By registering to use, and by using, the AllWork Platform, you represent, warrant, and covenant that:

  1. you (if you are an individual) are at least 18 years of age, can form legally-binding contracts, and are a party to any contract or other commitment that would be violated by your use of the AllWork Platform or provision of services to Clients; and are not subject to any court order or other legal obligation that would be violated by your use of the AllWork Platform or provision of services to Clients;
  2. you (if you are the representative of an entity) are the representative of the entity that is entering into this Agreement and are authorized to act on its behalf;
  3. your agreement to and performance under this Agreement, including any Assignments (as defined below) that you accept, do not and will not violate any other agreement to which you are a party;
  4. you will only register to use, and use the AllWork Platform, for the intended uses of the AllWork Platform described herein;
  5. for the duration of your registration on the AllWork Platform and for a period of two years thereafter (or, if such time period is unenforceable in your jurisdiction, the longest period of time that is such restriction is enforceable in your jurisdiction), you will not directly or indirectly contact or solicit any User for the purpose of circumventing the services available through the AllWork Platform, or encourage or assist any other party in doing so;
  6. (For Talent only) you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile;
  7. (For Talent only) You will only accept Assignments from Clients if you understand what you are being asked to deliver, can get to and from the Client’s location (if on site services are required), and can deliver the services in the requested time period;
  8. (For Talent only) You are legally entitled to provide services in the country in which the Client is located; and
  9. (For Clients only) You may not ask or require Talent to provide any services that are illegal or that the Talent considers to be unethical. You will comply with all applicable laws and regulations that pertain to your employment or engagement of Talent.

User Access

AllWork shall have the right to terminate your ability to access and use the AllWork Platform (“Access”) for any reason or no reason (including due to any breach of these Terms of Use), at any time without notice.

At a User’s request, AllWork will deactivate the User’s Access. However, AllWork may retain any information associated with such User and, if required by applicable law, to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial, or local governmental agencies and taxing authorities.

No User may have more than one User profile on the AllWork Platform.

AllWork may charge a fee to a Client for the access and use of its software (See Administrative Service Agreement).

Proprietary Platform and Intellectual Property Rights

The AllWork Platform is proprietary to AllWork. Except with respect to content uploaded to the AllWork Platform by a User (“User Content”), as between the User and AllWork, AllWork has sole and complete ownership of the AllWork Platform, all content thereon, and all intellectual property (“IP”) rights therein. As such, Users may not (1) create or operate any platform, site, or business that is based in whole or in part on the processes or content on the AllWork Platform, without the prior written consent of AllWork; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the AllWork Platform without prior written consent from AllWork; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the AllWork Platform; (4) injure the AllWork Platform in any way, including through the creation or deployment of any virus, trojan horse, worm, time bomb, cancelbot, or other computer programming routines or corrupted data that are intended to damage, or hinder the functioning of the AllWork Platform, or to intercept or expropriate any system, data, or personal information; or (5) use the AllWork Platform is a manner that could disable, overburden, or impair it, or interfere with any other User’s use and enjoyment of the AllWork Platform. Subject to a User’s agreement with and continued compliance with this Agreement, AllWork hereby grants to the User a limited, nonexclusive, revocable, non-transferable license to Access the portions of the AllWork Platform that you are authorized and eligible to Access. This limited license is revocable by AllWork at any time without notice and with or without cause. All rights not expressly granted by AllWork are reserved.

AllWork respects the intellectual property rights of others and requires that Users do the same. If you believe that any content available on the AllWork Platform or any other activity taking place on the AllWork Platform constitutes infringement of a work protected by copyright law, please notify AllWork’s agent, designated under the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA") to respond to such concerns, as follows:

Send notice by emailing info@allworknow.com with subject line “DMCA Notice”. Mention the name “Matt Wenzler” in the email.

Your notice must comply with the DMCA. Upon receipt of a proper notice, we will respond and proceed in accordance with the DMCA.

User Content

You may not submit on the AllWork Platform any User Content that is intentionally false, defamatory, threatening or unlawfully harassing. By submitting User Content, you represent and warrant that you own such User Content (including any copyright or other IP rights therein), or that you have obtained sufficient authority and right in and to such User Content to submit it to the AllWork Platform. AllWork will treat all User Content that you submit for posting on the AllWork Platform, including but not limited to personal information, as non-confidential and non-proprietary to you. User Content, once posted, may be publicly available to other Users. You hereby grant AllWork a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose in connection with the AllWork Platform. AllWork has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to AllWork for its internal business purposes, including without limitation for research and marketing, product enhancement, and statistical analysis. You hereby grant to AllWork a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the AllWork IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations, or other feedback provided by Users related to the AllWork IP.

AllWork has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate, or remove any information existing on or transmitted to the AllWork Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement or AllWork’s Privacy Policy, (2) may create liability for AllWork or its Users, or (3) may cause AllWork to be in breach of its agreements with third-party service providers, including its internet service providers.

No Warranty

AllWork does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness, or quality thereof. AllWork cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Talent to fulfill its obligations under an Assignment or Job, or the ability or willingness of any Client to fulfill its obligations with respect to a work Assignment or Job. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALLWORK PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” AND “AS AVAILABLE” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE ALLWORK PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. ALLWORK DOES NOT REPRESENT OR WARRANT THAT THE ALLWORK PLATFORM WILL BE FREE OF VIRUSES, INACCURACIES, OR OTHER HARMFUL FEATURES. ALLWORK HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU EXPRESSLY AGREE THAT THE USE OF THE ALLWORK PLATFORM IS AT YOUR OWN RISK.

Links to Third Party Sites

The AllWork Platform may contain links or references to websites operated by third parties. These links and references are provided for convenience only and AllWork is not responsible for their content nor privacy policies, nor is the link an endorsement of any linked material. AllWork does not warrant that a third-party site will be free of computer viruses or other harmful code that can impact the functioning of your computer or other web-access device. AllWork does not validate the accuracy or timeliness of any linked information. If you link to any third-party site through the AllWork Platform, please be aware that you are doing so at your own risk. We encourage you to review any third-party website's terms of use and privacy policy as those, and not AllWork’s Terms of Use and Privacy Policy, are applicable to your use of their site and any information that they collect.

Covenant Not to Sue & Limitation of Liability

You acknowledge and agree that AllWork shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Talent’s work, compliance by a Client with its legal obligations as an employer, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against AllWork, its affiliates, and their respective officers, directors, employees, and agents, any lawsuit or other legal or administrative proceeding, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.

IN NO EVENT WILL ALLWORK BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF THE ALLWORK PLATFORM OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF ALLWORK, THAT ALLWORK’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY ALLWORK FOR THE WORK ASSIGNMENT, AND ONLY THAT SPECIFIC WORK ASSIGNMENT, THAT CAUSED SUCH LIABILITY.

Legal Compliance

You will abide by all applicable laws, statutes, ordinances, and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, and other individual rights in using the AllWork Platform. You may not post content on or communicate through the AllWork Platform in violation of any applicable law, nor require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.

Fairness; Responsible Communications and Representations

The AllWork Platform is designed to be an interactive platform between Users. When using the AllWork Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the AllWork Platform shall be unlawful, defamatory, threatening, or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.

Jobs, Assignments, and Representations of Capabilities

Offers of a job opening (aka, job post), issued through the AllWork Platform, that include a description of the services needed and the Client that is hiring for the position are hereinafter referred to as “Jobs”. Clients shall provide accurate information about their Jobs. Talent will apply only to those Jobs that they are capable of performing in accordance with the Job specifications. Talent will apply only to Jobs that are located in a country where the Talent is authorized to work in. AllWork does not guarantee that any information about Jobs is accurate. Talent shall understand that applying for Jobs does not guarantee receiving any response from the Client or AllWork. Clients determine which Talent to hire for a Job, not AllWork.

There may be certain fees for Clients to post Jobs.

Clients may obtain outsourced Talent from AllWork on either short-term or long-term Assignments. Assignments are offers of work, issued through the AllWork Platform, that include a description of the services needed, a time when the services can be performed, and a location where the services are to be rendered, in exchange for specified payment. Talent on Assignments remain employees or independent contractors of AllWork and are paid by AllWork but report to the Client for their work assignment. Clients are charged a fee by AllWork for the Talent’s services and for AllWork to administer the Talent’s payroll, benefits, and other administrative matters relevant to their employment. Talent is required to provide AllWork with adequate information about their capabilities to perform work, which may be shared with Clients. Talent will accept only those Assignments that they are capable of completing in accordance with the Assignment specifications provided on the AllWork Platform.

Clients will define the amount of compensation that Talent would receive for a Job or Assignment. Talent may negotiate directly with Clients regarding compensation.

Talent must comply with all procedures, rules, and regulations of Clients with regard to their work site. Clients confirm that AllWork is not responsible for any Talent’s failure to comply with the foregoing.

In the event that a User must cancel a Job or Assignment, such User will notify any affected User and AllWork as soon as possible.

Time Worked by Talent (Assignments)

With regard to Assignments, Clients shall be responsible to schedule Talent to work, and Talent shall be responsible to accurately track their time worked. Clients shall have the option of approving or denying payment for time worked by Talent. If a Client denies payment for time worked by Talent, the Client will provide a reason and the Talent will have an opportunity to attempt to resolve any discrepancy in order to receive payment for time worked.

(For Talent that take Assignments) You understand that AllWork will need to monitor and confirm your hours of work at the Assignment. By accepting an Assignment, you authorize AllWork to access your location via your mobile device to confirm your hours of work and provide such information to Clients of the AllWork Platform.

Payment to Talent for Assignments

AllWork will coordinate payments to Talent for Assignments that were worked and for the time that was approved by the Client. Payment is typically remitted within two weeks of Talent completing an Assignment.

AllWork will not be responsible for payment to Talent in cases where the Client has not made funds available to AllWork in the amounts owed with respect to approved time for Assignments.

AllWork will charge a fee to a Client for coordinating payments to Talent.

Reporting for Clients

The data provided to Clients on the AllWork Platform relies on the accuracy of budgets that are set and maintained by the Client, time worked that is tracked by the Talent, and sales productivity that is tracked by the Talent. AllWork does not guarantee the accuracy of any such data.

Photos Provided by Talent

Talent have an option to provide a current photo to represent themselves on the AllWork Platform. Talent shall provide an accurate photo that is of themselves and no other person.

Talent have an option to provide photos taken during an Assignment for use on the AllWork Platform, subject to the consent of Client. Photos may not include any confidential or proprietary information of Client, unless consent has been given by Client. Any photo from an Assignment that contains persons other than the Talent requires consent from such persons to have their photo taken and used on the AllWork Platform.

AllWork does not guarantee the authenticity of any photo provided by Talent.

Client Access to Talent

Client must be approved by AllWork before accessing certain functionality of the AllWork Platform, including but not limited to (1) Jobs being posted live, (2) searching Talent, and (3) messaging Talent.

Any Talent that a Client onboards to the AllWork Platform will not be made available for Assignments from other Clients, unless all parties agree. Any Talent that is onboarded by AllWork that did not originate from a Client may be made available to one or more Clients as AllWork sees fit.

Training and Education Content

A Client may provide content on the AllWork Platform for training and education purposes for Talent to access, which may be referred to as a “learning management system” (or “LMS”). The Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered, including text, images, videos, and quizzes.

Training and education content may be located on a different website domain than allworknow.com, in some cases on a domain owned by a Client. In the case of a domain owned by a Client, the Client shall provide necessary access to the domain, or configurations for the domain, to properly set up access to the content.

Certain fees may apply to a Client’s access and use of the training and education functionality described in this section.

Taxes and Reporting

Depending on whether Talent is classified as a W-2 employee or a 1099 worker, Talent may be responsible for remitting their own taxes to their local, state, municipal, provincial, territorial, foreign, and/or federal government. Talent will be responsible for any governmental tax reporting obligations. Users agree to accept electronic delivery of their IRS Form W-2, IRS Form 1099-MISC, or any other government tax forms. Each User’s IRS Form W-2, IRS Form 1099-MISC, or other applicable tax documents, will be available after its publication by request. AllWork will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.

Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the User’s tax status and are required to complete IRS Form W-8.

Users who are U.S. citizens or other U.S. persons will not be able to receive funds from AllWork unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with AllWork. Other Users will not be able to receive funds from AllWork unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8.

Dispute Resolution

In the event of any dispute between you and AllWork that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in New York City, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of New York shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE ALLWORK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE ALLWORK PLATFORM PAYMENTS DUE TO YOU FROM A CLIENT OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.

[FOR USERS LOCATED IN CALIFORNIA ONLY) WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

YOU AGREE THAT ANY CLAIMS SUBJECT TO MEDIATION HEREUNDER MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving AllWork in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above.

Non-Disclosure and Non-Circumvent

You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the AllWork Platform. All information regarding an Assignment between the Talent and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. Talent may not disclose any Proprietary Information to any person or entity (including but not limited to AllWork) other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without Talent’s fault. While fulfilling the obligations of an Assignment for the Client, a Talent will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Talent agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Talent or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Talent only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment. Clients acknowledge and agree that the foregoing does not prohibit Talent form disclosing Proprietary Information if they are legally obligated to do so, such as in response to a subpoena.

Talent understand and agree that the Assignment generated by a Client is between the Talent performing the service and the Client procuring that service.

Communications

You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that AllWork provides in connection with your Account and your use of the AllWork Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to AllWork agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements AllWork is required to make available to you; and any other information related to any other Account or your transactions on the AllWork Platform.) AllWork will provide these Communications to you by posting them on the AllWork website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need a current web browser (AllWork supports the latest versions of all commonly used web browsers) with cookies enabled; a recent version of Adobe Acrobat Reader to open documents in .pdf format; a valid email address (your email address on file with AllWork); and sufficient storage space to save past Communications or an installed printer to print them. AllWork will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from AllWork by updating this Agreement. By giving your consent to the above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but AllWork will send Talent’s Form 1099-MISCs to you by U.S. mail. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication AllWork previously sent you, you may request a copy within 180 Days after the date AllWork provided the Communication to you by contacting us as described above. AllWork will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in either your AllWork Account Profile or in other records with AllWork. If you request paper copies, you understand and agree that AllWork may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your email address up to date so that AllWork can communicate with you electronically. You understand and agree that if AllWork sends you an electronic Communication but you do not receive it because your email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, AllWork will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add AllWork to your email address book so that you will be able to receive the Communications AllWork sends to you. You can update your email address or street address at any time by logging into the AllWork website. If your email address becomes invalid such that electronic Communications sent to you by AllWork are returned, AllWork may deem your Account to be inactive, and you will not be able to transact any activity using your AllWork Account until AllWork receives a valid, working email address from you.

Indemnification

You agree that AllWork shall not be responsible for, and you shall indemnify, defend, and hold harmless AllWork, its officers, directors, employees, agents, representatives, and corporate affiliates from any claims, actions, demands, damages, liabilities, and costs (including but not limited to attorney’s fees) in any way arising out of or in connection with your or another User’s (1) Content, (2) access or use of the AllWork Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party or of any law, statute, ordinance, or regulation.

Force Majeure

In the event that AllWork’s delivery of its services (including the availability of the AllWork Platform) is delayed, prevented, or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes, national emergencies, strikes, lockouts, or other labor difficulties, computer “hacking” attack or computer virus, major failures of the internet infrastructure, any law, order, regulation, or other action of any governing authority, or any other cause beyond AllWork’s reasonable control, AllWork shall be excused from such delivery to the extent that its delivery of its services or a User’s access to the AllWork Platform is delayed, prevented, or otherwise made impracticable by such cause.

Assignment

AllWork has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without AllWork’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.

Voluntary Agreement

You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors, and freely and voluntarily agree to all of the terms and conditions of this Agreement.

Notice

Please address all legal notices to Matt Wenzler, Chief Operating Officer, AllWork, Inc. via email at info@allworknow.com.

Validity

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Interpretation

As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.

Entire Agreement

This Agreement (together with, in the case of Clients, the AllWork Administrative Services Agreement entered into by Client), and in the case of Talent, the AllWork Employee Handbook) contains the entire agreement between you and AllWork with respect to its subject matter and supersedes all existing agreements and all other oral, written, or other communication between them concerning its subject matter, and shall not be contradicted, explained, or supplemented by any course of dealing or course of performance between AllWork and you.

Notwithstanding the above and for the avoidance of doubt, any independent Contract, Agreement, or Non-Disclosure Agreement entered into by you and AllWork shall govern to the extent that there is a conflict between this Agreement and any such Contract, Agreement, or Non-Disclosure Agreement.

Modifications to Agreement

AllWork may make modifications, deletions, and/or additions to this Agreement at any time. Users are advised to check the date listed at the top of this Agreement for any new updates. Logging in and using the AllWork Platform will be deemed as agreeing to the terms of this Agreement as modified, so you are advised to review each time there is an update posted.