Terms and Conditions

Last Updated: August 1, 2023

These Talanture Platform Terms of Service (these “Terms of Service”) constitute a legally binding agreement made between you, an individual user, and Talanture, Inc. (“Talanture,” “we,” “us” or “our”), concerning your access to and use of the Talanture website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”).

You agree that by accessing the Platform and/or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://www.Talanture.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Platform.

This Platform is offered and available to users who are 18 years of age or older. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Talanture and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

1. ACCOUNTS

Section 1 discusses what you must agree to before using the Platform and the different types of accounts that can be created on the Platform, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Platform (an “Account”), by using the Platform 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 Platform, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Platform and the Platform Services, you must register for an Account. Subject to the Platform Terms of Service, certain portions of the Platform are available to Platform Visitors, including those portions before your Account registration is accepted. Talanture reserves the right to decline a registration to join Talanture or to add an Account type as a Company or Talanteer, 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 this Terms of Service, on behalf of yourself and the company.

1.2 ACCOUNT ELIGIBILITY

Talanture offers the Platform for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Platform, 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 otherentity); (b) will use the Platform 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 TalantureServices; 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 Platform, 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 Platform 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

We reserve the right to revoke the privileges of the Account or access to or use of the Platform, 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. Account types are collectively called (“Users”)

1.4.1 COMPANY ACCOUNT

You can register for an Account or add an Account type to use the Platform as a Company (a “Company Account”). Each User under a Company Account (“Team Member”) can be given different permissions to act on behalf of the Company Account. Team Members can post projects on Talanture and reach out to Candidates.

1.4.2 TalantureACCOUNT

You can register for an Account or add an Account type to use the Platform as a Talanture(a “TalantureAccount”). In order to register for a TalantureAccount, you must be currently enrolled in an nationally accredited undergraduate or graduate degree program, or have explicit approval from Talanture. Only TalantureAccounts can complete projects.

A Talantureis responsible for ensuring any work completed is created on software and/or hardware that they have a suitable license for (including commercial use).

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, 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 Engagements and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Platform. Upon closure of an Account, Talanture 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 Talanture. You authorize Talanture, directly or through third parties, to make any inquiries necessary to validate your identity, 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.

2. PURPOSE OF TALANTURE

Section 2 discusses what Talanture does and does not do when providing the Platform and some of your responsibilities when using the Platform to find or enter into an engagement with a Talantureor Company, as detailed below. The Platform is a marketplace where Companies and Candidates can identify each other and advertise, buy, and sell TalantureServices online. Subject to the Terms of Service, Talanture provides the Platform Services to Users, including hosting and maintaining the Platform, and facilitating payment and reviews. When a User enters an engagement the User uses the Platform to invoice and pay any amounts owed.

2.1 RELATIONSHIP WITH TALANTURE

Talanture merely makes the Platform available to enable Candidates and Companies to find and transact directly with each other. Talanture does not introduce Candidates to Companies, find Projects for Candidates, or find Candidates for Companies. Through the Platform, Candidates may be notified of Companies that may be seeking the services they offer, and Companies may be notified of Candidates that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Company, or Talantureon their own. If Users decide to enter into an engagement, the Engagement is directly between the Users and Talanture is not a party to that Engagement. Talanture neither performs nor employs individuals to perform freelance services on behalf of Companies.

You acknowledge, agree, and understand that Talanture is not a party to the relationship or any dealings between Company and Talanteer. 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 an engagement (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Engagements, (d) performing Talanteer Services, or (e) paying for Engagements or TalantureServices. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an engagement with another User and for verifying any information about another User. Talanture does not make any representations about or guarantee the truth or accuracy of any Talanteer’s or Company’s listings or other User Content on the Platform; does not verify any feedback or information provided by Users about Candidates or Companies; and does not vet or otherwise perform background checks on Candidates or Companies. You acknowledge, agree, and understand that Talanture does not, in any way, supervise, direct, control, or evaluate Candidates or their work and is not responsible for any Project, Project terms or Work Product. Talanture makes no representations about and does not guarantee, and you agree not to hold Talanture responsible for, the quality, safety, or legality of TalantureServices; the qualifications, background, or identities of Users; the ability of Candidates to deliver Talanteer Services; the ability of Companies to pay for TalantureServices; User Content, statements or posts made by Users; or the ability or willingness of a Company or Talantureto actually complete a transaction.

You also acknowledge, agree, and understand that Candidates 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 TalantureServices; 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 Talanture, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Talanture will not have any liability or obligations under or related to Engagements and/or TalantureServices for any acts or omissions by you or other Users; (iii) Talanture does not, in any way, supervise, direct, or control any Talantureor TalantureServices; does not impose quality standards or a deadline for completion of any TalantureServices; and does not dictate the performance, methods, or process Talantureuses to perform services; (iv) Talantureis free to determine when and if to perform TalantureServices, including the days worked and time periods of work, and Talanture does not set or have any control over Talanteer’s pricing, work hours, work schedules, or work location, nor is Talanture involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Talanturefor a Project; (v) Talanturewill be paid at such times and amounts as agreed with a Company in a given Engagement, and Talanture does not, in any way, provide or guarantee Talanturea regular salary or any minimum, regular payment; (vi) Talanture does not provide Candidates with training or any equipment, labor, tools, or materials related to any Engagement; and (vii) Talanture does not provide the premises at which Candidates will perform the work. Candidates are free to use subcontractors or employees to perform TalantureServices and may delegate work on fixed-price contracts or by agreeing with their Companies to have hourly contracts for Talanteer’s subcontractor(s) or employee(s). If a Talantureuses subcontractors or employees, Talanturefurther agrees and acknowledges that this paragraph applies to Talanture’s relationship, if any, with Talanteer’s subcontractors and employees as well and Talantureis solely responsible for Talanteer’s subcontractors and employees.

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

Talantureacknowledges and agrees that Talantureis solely responsible (a) for all tax liability associated with payments received from Talanteer’s Companies and through Talanture, and that Talanture will not withhold any taxes from payments to Talanteer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Talantureis not covered by or eligible for any insurance from Talanture; (c) for determining whether Talantureis required by applicable law to issue any particular invoices for the TalantureFees and for issuing any invoices so required; (d) for determining whether Talantureis required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the TalantureFees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Talanture is required by applicable law to withhold any amount of the TalantureFees and for notifying Talanture of any such requirement and indemnifying Talanture for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Talanture, Talantureagrees to promptly cooperate with Talanture and provide copies of Talanteer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Talantureis engaging in an independent business as represented to Talanture.

Talanture will assist with the issuance of 1099k’s in line with being a third party payment processor.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Talanture to publish on their behalf information on the Platform about the User, such as feedback, compositefeedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Candidates or Companies voluntarily submit to Talanture and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Talanture; Talanture 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 Platform and you specifically request that Talanture post compositeor compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Platform. You acknowledge and agree that feedback results for you wherever referenced, and other User Content highlighted by Talanture on the Platform 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 Talanture will make Composite Information available to other Users, including compositeor compiled feedback. Talanture provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Talanture 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.

Talanture 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. Talanture is not legally responsible for any feedback or comments posted or made available on the Platform 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, Talanture reserves the right (but is under no obligation) to remove posted feedback or information that, in Talanture’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 Talanture. You acknowledge and agree that you will notify Talanture of any error or inaccurate statement in your feedback results, including the Composite Information , and that if you do not do so, Talanture may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN COMPANY AND TALANTEER

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

3.1 ENGAGEMENTS

If a Company and Talanturedecide to enter into an engagement, the Engagement is a contractual relationship directly between the Company and Talanteer. Company and Talanturehave complete discretion both with regard to whether to enter into an engagement with each other and with regard to the terms of any Engagement. You acknowledge, agree, and understand that Talanture is not a party to any Engagement, that the formation of an engagement between Users will not, under any circumstance, create an employment or other service relationship between Talanture and any Talantureor a partnership or joint venture between Talanture and any User.

With respect to any Engagement, Companies and Candidates may enter into any additional 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 Talanture’s rights and obligations under the Terms of Service.

3.2 DISPUTES AMONG USERS

Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Company to Talanteer. If Company or Talanturecontacts Talanture via email to [email protected] within 30 days of the date of the last payment from Company to Talantureand requests non-binding dispute assistance for any dispute among them (a “Dispute”), Talanture will attempt to assist Company and Talantureby reviewing the Dispute and proposing a mutual, non- binding resolution. Talanture will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.

If Talantureor Company intends to obtain an order from any arbitrator or any court that might direct Talanture to take or refrain from taking any action with respect to an Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Talanture, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.

The Talanture Disputes team will notify Company and Talanturevia ticket by providing a notice of dispute along with a request for information and supporting documentation.

If both Company and Talanturerespond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Platform that pertains to the Dispute. After review, the Disputes team will propose a mutual, non- binding resolution based on the results of the review.

The proposed resolution is non-binding; Company and Talanturecan choose whether or not to agree to it. If Company and Talantureagree in writing to the proposed resolution, Company and Talantureagree that Talanture is authorized and irrevocably instructed to immediately release funds in accordance with the proposed resolution.

If Company or Talanturerejects Talanture’s proposed, non-binding resolution then Company and/or Talanturemust pursue the Dispute independently.

Talanture reserves the right to review the Talanteer’s work for 30 days prior to the date of the request for Dispute Assistance and in its sole discretion, to make adjustments to invoices, and to direct Talanture to make appropriate releases to Company if it finds work that clearly does not relate Hourly Contract requirements or Company instructions in the Work Diaries or violations of the Terms of Service during its review of the work.

3.3 CONFIDENTIAL INFORMATION AND OWNERSHIP

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

3.3.1 Confidentiality

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.

3.3.2 Return

If and when Confidential Information is no longer needed for the performance of the TalantureServices for a Services Contract or at Company’s or Talanteer’s written request (which may be made at any time at Company’s or Talanteer’s sole discretion), the party that received Confidential Information, will, at its expense, 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. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

3.3.3 Ownership of Work Product

Upon Talanteer’s receipt of full payment from Company, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Company, and Company will be deemed to be the author thereof. If Company has any Intellectual Property Rights to the Work Product that are not owned by Company upon Candidates’s receipt of payment from Company, Talanturehereby automatically irrevocably assigns to Company all right, title, and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Talantureretains no rights to use, and will not challenge the validity of Company’s ownership in, such Intellectual Property Rights. Talanteer hereby waives any moral rights, rights of paternity, integrity, disclosure, and withdrawal or inalienable rights under applicable law in and to the Work Product.

If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

3.3.4 LICENSE TO BACKGROUND TECHNOLOGY

Upon Talanteer’s receipt of full payment from Company for delivery of Work Product, Talanturehereby automatically grants to Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

3.3.5 LICENSE TO OR WAIVER OF OTHER RIGHTS

If Talanturehas any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Company by Talanteer, Talanturehereby automatically, upon Talanteer’s receipt of full payment from Company, unconditionally and irrevocably grants to Company during the term of such rights, an exclusive, even as to Talanteer, irrevocable, perpetual, worldwide, fully-paid and royalty- free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Talanturehas any rights to such Work Product that cannot be assigned or licensed, Talanturehereby automatically, upon Talanteer’s receipt of payment from Company, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights, and will, at Company’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

3.3.6 ASSISTANCE

Talanturewill assist Company in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Engagement, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Company is unable, after reasonable effort, to secure Talanteer’s signature on any document needed in connection with the foregoing, Talanturehereby designates and appoints Company and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Talanteer.

3.3.7 THIRD-PARTY RIGHTS

Talanturerepresents and warrants that Talanturewill not incorporate or use the materials of any third party including those of any other Company or any employer, in performing the TalantureServices that are not generally available for use by the public or have not been legally transferred to the Company.

3.3.8 BACKGROUND TECHNOLOGY

Talanturewill disclose in the Engagement terms any Background Technology which Talantureproposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Talanturediscloses no Background Technology, Talanturewarrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Talanturewill separately provide, with each delivery of Work Product to Company, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Talanteer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Talanteer agrees that it will not incorporate into Work Product or otherwise deliver to Company any software code for which the use or distribution of the code will create (or purport to create) obligations for Company to grant any rights or immunities under Company intellectual property to a third-party, including without limitation any obligation that the Work Product or Company software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

3.3.9 COMPANY MATERIALS

Company grants Talanturea limited, non-exclusive, revocable (at any time, at Company’s sole discretion) right to use the Company Materials as necessary solely for the performance of the Talanteer Services under the applicable Engagement. Company reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Company Materials. Upon completion or termination of the Engagement, or upon Company’s written request, Talanturewill immediately return all Company Materials to Company and further agrees to destroy all copies of Company Materials and Deliverables (except for Background Technology as permitted by the Engagement) contained in or on Talanteer’s premises, systems, or any other equipment or location otherwise under Talanteer’s control. Within ten days of such request from Company, Talantureagrees to provide written certification to Company that Talanturehas returned or destroyed all Company Materials and Work Product as provided in this subsection.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the Parties to this Agreement that Users who have entered into Engagements 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

Section 4 discusses what you agree to concerning whether a Talantureis an employee or independent contractor and when you agree to pay Talanture an opt-out fee, 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 Talanture and a User. Company is solely responsible for and has complete discretion with regard to selection of any Talanturefor any Project. Company is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Candidates should be engaged as independent contractors or employees of Company and engaging them accordingly; Talanture will have no input into, or involvement in, worker classification as between Company and Talantureand Users agree that Talanture has no involvement in and will have no liability arising from or relating to the classification of a Talanteer generally or with regard to a particular Project.

It will be assumed that if a Company pays a Talanturethrough our Platform that they have been classified as an independent contractor. In a scenario where a Talantureis deemed to be an employee or if it will receive services from a Talantureunder terms and conditions that would give rise to an employment engagement, Company agrees to pay opt-out fee (outlined in section 6.2).

Talanteer, acknowledges, understands, and agrees that Talanture will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Talantureand Staffing Provider and/or Company, including the selection of an employee, pay rate, work hours, employment dates, and working conditions. Talanturewill not have any contract on the Talanture Platform or contact with Talanture regarding such employment terms.

5. TALANTURE FEES

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

5.1 SERVICE FEES

Companies pay Talanture a Service Fee for the use of the Platform. Talanture may also charge service fees to Candidates for using the Platform’s communication, invoicing, reporting, dispute resolution, and payment services, including facilitating arbitration services.

Talanture uses Stripe as a third party payment processor and will deduct a certain percentage from the total payout when remitting payment for a project posted on the platform.

Talanture functions as a Third Party Payment Processor in accordance with Section 2091, section 6050W (c) (3) of Housing and Economic Recovery Act of 2008.

5.2 MEMBERSHIP FEES AND CONNECTS

Companies and Candidates may pay Talanture a membership fee if they subscribe for a paid membership which will subscribe Companies to different levels of participation and privileges on the Platform, by payment of subscription fees.

5.3 VAT AND OTHER TAXES

Talanture may be required by 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 Talanture(the "Taxes"). In such instances, any amounts Talanture is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Talanture under the Terms of Service.

5.4 NON-PAYMENT

If Company is in “default”, meaning the Company fails to pay the TalantureFees 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 Talanture), Talanture 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 such written agreement. For the avoidance of doubt, Company will be deemed to be in default on the earliest occurrence of any of the following: (a) Company fails to pay the TalantureFees when due, (b) Company 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) Company fails to pay an invoice issued to the Company by Talanture within the time period agreed or, if none, within 30 days, (d) Company initiates a chargeback with a bank or other financial institution resulting in a charge made by Talanture for TalantureFees or such other amount due being reversed to the Company, or (e) Company takes other actions or fails to take any action that results in a negative or past-due balance on the Company’s account. If Company is in default, Talanture may, without notice, temporarily or permanently close Company’s Account and revoke Company’s access to the Platform, including Company’s authority to use the Platform to process any additional payments, enter into Engagements, or obtain any additional TalantureServices from other Users through the Platform. However, Company will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Company’s Account as a result of the default. Without limiting other available remedies, Company must pay Talanture 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. Talanture, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Company or held by Talanture for Company, 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.

5.5 NO RETURN OF FUNDS

Company acknowledges and agrees that Talanture will charge Company's designated Payment Method for the TalantureFees when the Company remits payment, and that once Talanture charges or debits the Company's designated Payment Method for the TalantureFees plus Service Fee, the charge or debit is non-refundable, except as otherwise required by applicable law. Company also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Company resolve disputes. To the extent permitted by applicable law, Company therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any TalantureFees 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 Company initiates a chargeback in violation of this Agreement, Company agrees that Talanture may dispute or appeal the chargeback and institute collection action against Company and take such other action it deems appropriate.

5.6 PAYMENT METHODS

In order to use certain Platform Services, Company must provide account information for at least one valid Payment Method.

Company hereby authorizes Talanture to run credit card authorizations on all credit cards provided by Company, Ti store credit card information using Stripe Connect a PCI compliant service), and to charge Company's credit card (or any other Payment Method) for the TalantureFees 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 Talanture via Stripe in most countries.

By providing Payment Method information through the Platform and authorizing payments with the Payment Method, Company represents, warrants, and covenants that: (a) Company is legally authorized to provide such information; (b) Company is legally authorized to make payments using the Payment Method(s); (c) if Company is an employee or agent of a company or person that owns the Payment Method, that Company is authorized by the company or person to use the Payment Method to make payments on Talanture; and (d) such actions do not violate the terms and conditions applicable to Company's use of such Payment Method(s) or applicable law. When Company authorizes a payment using a Payment Method via the Platform, Company 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 Company's Payment Method(s), Company 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, Talanture is not liable to any User if Talanture 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. Talanture will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.

5.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

The Platform and the Platform 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 Platform may display foreign currency conversion rates that Talanture currently makes 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 Platform. 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 Platform. A list of supported foreign currencies is available on the Platform. If foreign currency conversion is required to make a payment in U.S. Dollars and either Talanture does 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 Platform, Talanture 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 Platform is at the User's sole risk. Talanture are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Talanture is not responsible for currency fluctuations that occur when receiving or sending payments to and from the Account.

14.7 ACCESS OF THE PLATFORM OUTSIDE THE UNITED STATES

Talanture makes no representations that the Platform is appropriate or available for use outside of the United States. Those who access or use the Platform 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 Platform, 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 Platform 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 Persons 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, that you will immediately cease using the Platform and your license to use the Platform will be immediately revoked.

14.8 CONSENT TO USE ELECTRONIC RECORDS

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

15. DEFINITIONS

Section 15 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 Platform Terms of Use or elsewhere in the Terms of Service.

"Background Technology" means all Inventions developed by Talanture other than in the course of providing Talanture Services to Company under the Engagement and all Inventions that Talanture incorporates into Work Product.

"Company Materials" means requests, intellectual property, and any other information or materials that Company provides to Talanture for Talanture to perform Talanture Services.

"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 other 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 Talanture or Company; (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 use of another person's Confidential Information.

"Fixed-Price Contract" means an engagement for which Company is charged a fixed fee agreed between a Company and a Talanteer, prior to the commencement of an engagement, for the completion of all Talanteer Services contracted by Company for such Engagement.

"Talanture Services" means all services performed for or delivered to Companies by Candidates.

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

"Hourly Contract" means an engagement for which Company is charged based on the hourly rate charged by Talanteer.

"Hourly Invoice" means the report of hours invoiced for a stated period by a Talanture for Talanteer Services performed for a Company.

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 Talanture, a bank account linked to your Account, a Stripe account, a debit card, or such other method of payment as Talanture may accept from time to time in our sole discretion.

"Project" means an engagement for Talanture Services that a Talanture provides to a Company under an engagement on the Platform.

"Engagement" means, as applicable, (a) the contractual provisions between a Company and a Talanteer governing the Talanture Services to be performed by a Talanture for Company for a Project; or

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

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