MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA”) and any Order Form(s) and documents incorporated herein (“Agreement”) sets forth terms under which Worksome Aps (“Worksome”) shall provide Customer (as set forth in an Order Form) access to certain Services as described in the Order Form(s) (hereinafter “Services”) and is effective as of the date of last signature or execution of an Order Form that incorporates this Agreement by reference (the “Effective Date”).  Worksome and Customers are each referred to as a “party” and, collectively, the parties. 

Worksome provides a global, cloud-based platform that enables companies to compliantly find, engage, contract, and pay independent workers and other external talent. Through its integrated solution, Worksome supports the full external workforce lifecycle, including classification, contracting, onboarding, time and expense management, invoicing, and global payments.

In addition to its technology platform, Worksome may provide related services such as Employer of Record (EOR), Agent of Record (AOR), compliance screening, and payroll administration through its owned entities or vetted in-country partners. These services allow customers to manage contingent and freelance engagements efficiently and in compliance with local labor and tax regulations.

Customer wishes to engage Worksome to provide access to its platform and related services under the terms and conditions of this Agreement.‍

1. ACCESS TO SERVICES AND AVAILABILITY

1.1. Access Right and Customer Users. During the term of the applicable Order Form, Worksome grants Customer a nonexclusive, non-transferable, non-sublicensable right to permit its Users to access and use the Worksome Services as provided and in accordance with this MSA and the Order Form solely in connection with Customer’s lawful internal business purposes.  Customer is responsible for its Users' compliance with this Agreement, Documentation, and the Acceptable Use Policy (https://www.worksome.com/legal-center/acceptable-use-policy#legal-document).  “Users” means Customer’s and its Affiliates' employees, agents, contractors, consultants, suppliers or other individuals granted access to the Service by or through Customer.  “Affiliate” means any legal entity in which a directly or indirectly holds more than fifty percent (50%) of the shares or voting rights or has direct or indirect power to direct the management and policies of an entity, or controls or is under common control with a legal entity that holds the foregoing ownership or management power.  Restrictions.  Customer and its Users shall not (i) modify or copy the Services or create any derivative works; (ii) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Services available to any third party, other than to Users as permitted herein; (iii) reverse engineer, modify, copy or create derivative works of any features, functions of the Services;  (iv) interfere with or disrupt the integrity or performance of the Services or its related systems or networks or third party data contained therein; or (v) use the Services in violation of law, including export regulations.  Should Customer elect to have an Affiliate or group member execute an agreement with Worksome directly, Worksome has a standard Local Agreement, attached hereto as Schedule A.‍

1.2. Availability. Worksome will use commercially reasonable efforts to make the Services available without unscheduled interruption.  Per the Documentation, Worksome will provide maintenance services and updates necessary to keep the Services functioning along with support.  “Documentation”​​means the usage guides and technical specifications relating to the Services as updated from time to time and generally made available by Worksome to Users.

‍1.3. Modification of Services. Worksome may modify the Services at any time provided such modifications do not materially degrade the functionality of the Services or Customer’s use thereof.  If a modification is not solely an enhancement and reduces the Service to a level that interrupts the Service at Customer’s reasonable discretion, Customer may terminate by providing written notice within ninety (90) days of such modification, in which event Customer will be entitled to any pre-paid fees on a prorated basis.

2.  TERM AND TERMINATION

2.1  Term & Termination.  This Agreement will remain in effect unless and until terminated in accordance with Section 2. Either party may terminate the Agreement at any time, provided that no Order Form is then active, by giving the other party thirty (30) days’ prior written notice. In addition, either party may terminate this Agreement or any Order Form if the other party: (a) fails to cure a material breach of this Agreement within fourteen (14) days after receiving written notice of such breach; or (b) becomes insolvent, admits its inability to pay debts as they become due, is dissolved or liquidated (or takes corporate action toward that end), or makes a general assignment for the benefit of creditors. If this Agreement is terminated due to Customer’s failure to make timely payment, Worksome may, at its sole discretion, suspend or terminate all or a portion of the Services. In the event of such suspension or termination, Customer shall immediately pay all fees and charges for Services performed through the effective date of termination.‍

2.2  Renewal.  Except as otherwise specified in an Order Form, each Order Form shall automatically renew for one (1) year, unless (a) either party gives the other notice of non-renewal at least thirty (30) days before expiration of the then-current term or (b) the Customer has an Order Form generating no fees. Promotional or one-time discounts will not be applicable to any renewal.‍

2.3  Effect of Termination. Except as stated above, upon expiration or termination of this Agreement, Customer’s access to the Services will be terminated; but any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination shall not be affected and continue until all outstanding obligations are satisfied.‍

2.4. Survival. Any provisions which by their nature should survive, shall survive the expiration, termination or rescission thereof and continue in full force and effect after this Agreement is terminated.

3.  FEES, PAYMENT AND TAXES

3.1  Fees.  Fees shall be as set forth in one or more Order Forms between Customer and Worksome.  Services and Fees are further defined on Exhibit A, attached hereto and incorporated by reference herein

‍3.2  Invoice Payment. All invoices under this Agreement are due and payable by Customer in full within 30 (thirty) days of the date of invoice.‍

3.3  Taxes, Late Payments, Interest. All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.  Any undisputed invoice not paid when due shall be subject to a late payment fee in the amount of the greater of (i) two and a half percent (2.5%) or (ii) the amount set by local law or legislation and (ii) two and a half percent (2.5%) of the outstanding balance, per month, compounded monthly. Customer shall reimburse Worksome for all reasonable costs incurred in the collection of late payments, including, without limitation, reasonable attorneys’ fees and costs. In addition to all other remedies available under this Agreement or at law, Worksome shall be entitled to suspend the Services if the Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fourteen (14) days after notice of such delinquency.

4.  PROPRIETARY RIGHTS

4.1. Worksome Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials related to the Services or prepared by or on behalf of Worksome while providing Services under this Agreement shall be owned by Worksome. Nothing in this Agreement shall be deemed to transfer any Intellectual Property Rights from Worksome to the Customer. Pursuant to this Agreement, Worksome grants the Company a license to use the Services in compliance with this Agreement on a non-exclusive, non-transferable, non-sublicensable basis during the term to the extent necessary for Customer to make reasonable use of the Services.‍

4.2  Worker Deliverables. As between Customer and Worksome, all Intellectual Property Rights in and to all documents, work product and other materials that are delivered to the Customer by the workers engaged via the Services (a “Worker”) in the course of performing the Worker services (collectively, the “Deliverables”) will be owned by the Customer.‍

5.  CONFIDENTIALITY

5.1 Obligations. Each party agrees that all non-public business, financial and technical information it obtains (as “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information  (“Confidential Information”), of the Disclosing Party, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.  Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party will: (a) upon reasonable request by the Disclosing Party, return or take reasonable steps to delete the Confidential Information of the other party; (b) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (c) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (d) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to exercise its rights or perform its obligations under this Agreement.‍

5.2  Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this section only, Receiving Party’s “representatives” means affiliates and or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, sublicensees, subcontractors, attorneys, accountants, and financial advisors.‍

6.  REPRESENTATIONS & WARRANTIES

6.1  Limited Warranty. For the applicable Order Form term, Worksome warrants that: (i) the Services shall perform materially in accordance with its Documentation and the Agreement, (ii) the functionality of the Services will not be materially decreased during a subscription term as specified in the Order Form, and (iii) the Services shall be performed in a professional, workmanlike manner. For purposes of this Section 6 (Limited Warranty), “Services” shall not include those provided at no charge or on an evaluation basis. Upon Customer notification to Worksome of a breach of warranty, Worksome shall either (a) correct the non-conforming Services at no additional charge to the Customer; or (b) if Worksome is unable to correct such deficiencies after good-faith efforts, Customer may terminate the applicable subscription and shall be entitled to a pro-rata portion of any unused and prepaid fees for the defective subscription. The remedies set forth in this subsection shall be Customer’s sole remedy and Worksome’s sole liability for a breach of these warranties. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED “AS IS” AND WORKSOME EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  WORKSOME MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE SERVICES OR DELIVERABLES PROVIDED TO THE CUSTOMER BY WORKERS.‍

6.2. Mutual Warranty. Each party represents and warrants that it (i) has validly entered into this Agreement and has the legal power to do so and (ii) shall comply with all applicable local, state, national, international, or foreign law or regulation in connection with its performance under this Agreement.

Customer is solely responsible for ensuring that the Services meet its requirements and is fit for the intended purpose.‍

7. LIMITATION OF LIABILITY

7.1  Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO CUSTOMER’S UNAUTHORIZED USE OF THE SERVICES OR PAYMENT OBLIGATIONS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT.‍

7.2. Exceptions. The limitations in 7.1 above shall not limit either party’s liability resulting from (i) breach of confidentiality, (ii) failure to comply with applicable laws, (iii) intellectual property infringement; (iv) indemnification obligations; (v) either party's acts or omissions constituting gross negligence or willful misconduct, including intentional breach of contract or fraud; and/or (vi) violations of law.

8. INDEMNIFICATION

8.1  Indemnification by Worksome.  Worksome shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, and for the amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer.  Worksome shall not have any such obligations hereunder where the Claim Against Customer directly or indirectly arises from misuse or unauthorized modification of the Services. If the use of the Service infringes, or in Worksome’s determination, is likely to infringe, a third party proprietary right, Worksome may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the allegedly infringing item(s), (b) substitute or modify such item to be non-infringing and have equivalent functionality, or if the foregoing options are not commercially reasonable (c) terminate the Agreement.‍

8.2. Indemnification by Customer.  Customer will defend Worksome against any Claim against Worksome by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “Claim Against Worksome”), and shall indemnify Worksome for any damages, attorney fees and costs finally awarded against Worksome as a result of, or for any amounts paid by Worksome under a judgment, or court-approved settlement of, a Claim Against Worksome. ‍

8.3. Indemnification Requirements.  The obligations in this Section 8 are contingent on the defended party providing the defending party: (i) prompt written notice of a Claim; (ii) all assistance (at the expense of the defending party) and necessary information within its control for the defending party to conduct a defense; and (iii) with sole control of the defense and settlement of the Claim (provided that the defending party may not settle unless the settlement unconditionally releases the defended party of liability).  THE FOREGOING STATES THE DEFENDING PARTY’S ENTIRE LIABILITY AND THE DEFENDED PARTY’S SOLE AND EXCLUSIVE REMEDY FOR THE CLAIMS SET FORTH IN THIS SECTION 8.‍

9.  MODERN SLAVERY.

‍The Parties will not engage in any activity that constitutes modern slavery or human trafficking, as defined by the relevant legislation in the jurisdiction where the Parties are located. Each Party represents and warrants that it has taken all necessary measures to ensure that its employees, agents, and subcontractors do not engage in any such activity. The Parties shall immediately notify each other in writing if they become aware of any actual or suspected violation of this clause.‍

10. MISCELLANEOUS

10.1  Entire Agreement.  This Agreement constitutes the complete and exclusive statement of the agreement between Worksome and Client in connection with the parties’ business relationship related to the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by the Agreement, and the parties disclaim any reliance on any such representations, discussions and writings. Only a writing signed by both parties may modify the Agreement.  In the event of conflict between this MSA and an Order Form, the terms of the Order Form shall prevail.

‍10.2  No Waiver.  No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver hereof; all waivers are required to be in writing, signed by the waiving party. If either party should waive any breach of any provision of the Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision.‍

10.3. Assignment. Customer may not, without prior written notification to Worksome, assign, delegate, pledge, subcontract, or otherwise transfer the Agreement, or any of its rights or obligations under the Agreement to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger, or consolidation. Worksome may assign the Agreement to any of its Affiliates or to a successor as a result of merger, consolidation, acquisition, or sale of all or substantially all of Worksome’s assets. Worksome may subcontract parts of the Service to third parties, provided that Worksome shall be liable for any breach of the terms of this Agreement attributable to any such third party and shall disclose any sub-processors under applicable data privacy laws and regulations.‍

10.4 Relationship.  The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created hereby. There are no third-party beneficiaries to the Agreement. Worksome does not provide temporary workers or contractors nor act as a staffing agency; services contracted through or in connection with the Services are provided by independent third-parties who are not employed or provided by Worksome.

‍10.5  No Legal Advice.  Customer acknowledges and agrees that Worksome is not in the business of providing legal advice and that no content available within the Service or provided by Worksome in connection therewith should be misconstrued as legal advice.

‍10.6  Suitability and Compliance with Laws.  Customer is solely responsible for determining the suitability of the Services for its business and complying with any regulations, laws, or conventions applicable to Customer’s use of the Service. Customer shall be responsible for complying with all applicable governmental regulations of the country where Customer is registered, and any foreign countries with respect to the use of the Services and Worksome Materials or other materials by Customer and its Users. Each party shall comply with applicable anti-corruption, anti-bribery, anti-money laundering, and sanction laws.‍

10.7  Governing Law.  The Agreement and any claims arising out of or relating to the Agreement and its subject matter shall be governed by and construed under the laws of the jurisdiction below, without reference to any conflicts of law principles. The parties irrevocably agree that the courts in the jurisdiction below shall have exclusive jurisdiction to settle any dispute or claim arising out of or relating to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

10.8  Notices. All notices pursuant to the Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to the respective offices of Customer at the address set forth in the applicable Order Form and to Worksome as follows:

Worksome:

‍Worksome ApS

Attention: Legal Department

Dampfærgevej 7

2100 Copenhagen Ø

Denmark 

Email: [email protected]

In the event of an issue with the Services, Customer may reach Customer Service at [email protected]. For day-to-day accounting queries, Customer may reach our Finance Team at [email protected]

10.9. Publicity.  Worksome may use Customer’s name and logo in its marketing and promotional materials. Customer may revoke the use of its name and logo at any time at Customer’s sole discretion.‍

10.10  Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one Agreement.  Any signature or other electronic symbol or process for executing this Agreement will have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law.‍

10.11 Force Majeure.  Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay results from causes beyond the reasonable control of such party.  The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.

EXHIBIT A

SERVICES AND FEES

Services

Platform Services – Worksome’s platform (the “Platform”) provides a range of contingent workforce management tools which facilitate engagement by Customer of independent workers (“Workers”) for performance of services (“Assignment”).   Workers must be eligible for engagement under applicable local laws and Worksome's then-current eligibility criteria for the relevant jurisdiction. In the United States only, Workers engaged through Payroll Services are further limited to “white-collar” or executive, administrative, or professional (EAP) (workers as defined under the United States Fair Labor Standards Act); manual laborers or other `blue collar'"blue collar" workers who perform work involving repetitive operations with their hands, physical skill and energy are ineligible as Workers.  for Payroll Services in the United States.   

‍

Booking Contracts are contracts formed through the Platform between the Customer and a Worker. There are four  types of Booking Contracts:

               Direct Booking Contract is a contract in which the Customer directly engages, hires and transacts with the Worker through the Platform. 

SOW Booking Contract is a contract in which the Customer engages one or more Workers on milestone/deliverables and completion basis.  

               Worksome Booking Contract is a contract to which Customer, the Worker and Worksome are parties, where Worksome acts as either the payment processor, agent or employer of record (AOR or EOR) (“Payroll Services”).  Worksome’s responsibilities will be explicit in the applicable Worksome Booking Contract, which will also include any additional terms, conditions and policies applicable to the specific responsibilities.‍

               Partner/Third Party Booking Contract is a contract to which a third-party agent or employer of record (AOR or EOR) staffing agency, vendor and/or recruiter is a party along with Customer and the Worker.

‍Payroll Services – Payroll Services may be offered under a Worksome Booking Contract in accordance with the Additional Terms for Payroll Services, attached hereto and incorporated by reference herein.‍

Worksome Classify – Worksome Classify is an integrated platform tool used to classify workers in accordance with the Additional Terms for Worksome Classify, attached hereto and incorporated by reference herein.

Services Fees

Subscription Fee means the fixed monthly service fee for access to the Platform.‍

Platform Fee means the fee payable for activity on the Platform, calculated as a percentage of spend processed on the Platform.‍

Booking Fee means the fees payable to the Worker for an Assignment under a Booking Contract.‍

Implementation & Onboarding Fee. means the fees payable for implementation, onboarding, account configuration, and initial product training. A standard implementation schedule is attached hereto as Exhibit B.‍

Employment Costs. Employment Costs are Worksome’s statutory means all direct and indirect costs incurred by Worksome when acting as the employer or agent of record for a Worker; these costs may include, including without limitation: (a) payroll taxes and employer social security contributions; (b) mandatory pension, social securitysuperannuation, and retirement contributions; (c) workers compensation and employer liability insurance premiums; (d) statutory and contractual benefits (including health, dental, and vision where applicable); (e) accrued but unused leave entitlements payable upon termination of a Workers engagement; (f) statutory severance, redundancy pay, and any payment in lieu of notice required under applicable law; and (g) any other items as statutory or legally mandated employer costs required by applicable law or regulation in the relevant jurisdiction. Employment Costs are based on applicable law as in effect from time to time and may vary as such laws change. Where a change in applicable law results in a material increase in Employment Costs, Worksome may adjust the applicable rates in accordance with the Additional Terms for Payroll Services.‍

Recruiter Fee / Staffing Agency Fee. All Assignments made through the Platform by a staffing agency invited to the

Platform by the Customer will be charged a Recruiter Fee / Staffing Agency Fee at the rates agreed upon by the Customer and each staffing agency.‍

Background Checks. Upon Customer’s request, Worksome offers various background checks conducted through a third-party provider and managed by Worksome. Checks are priced on an individual basis and charged to Customer.‍

Conversion Fee means twenty percent (20%) of the total Booking Fees for the prior 12 months in the event Customer engages a Worker outside of the Platform during the Marketplace Ownership Period.  Should a Customer wish to engage a Worker outside the Platform during the Marketplace Ownership Period, Customer shall be liable to pay Worksome a Conversion Fee unless otherwise agreed to by the Parties in writing.‍

Worksome Prepay Fee. means the fee payable for Worksome to prepay Booking Fees to Workers in advance of Worksome’s receipt of payment from Customer for an Assignment invoice.  Regardless of the currency payable under this Order Form, Booking Fees to Workers are paid in the local currency of the Worker, which are then subject to conversion for payment by Customer. Under Worksome Prepay, Assignment invoices are paid to the Worker within fourteen (14) days following approval by Customer of an Assignment invoice in the Platform.  The Prepayment Fee is variable and may be subject to change at any time upon thirty (30) days’ notice.

Worksome Prepay is conditioned upon Worksome obtaining a protected credit line for Customer with Worksome’s third-party financing providers (“Approved Credit Line”). If at any time the total outstanding balance owed by Customer to Worksome exceeds the Approved Credit Line, prepayments may be halted, and any overage immediately due and payable. Customer’s participation in Worksome Prepay is also conditioned upon prompt response and compliance with all requests for data, information, audits and verifications required by Worksome, its providers, and auditors. Failure to comply shall result in the termination of Customer’s access to Worksome Prepay Services.

CUSTOMER ACKNOWLEDGES AND AGREES THAT WORKSOME MAY SUSPEND OR TERMINATE WORKSOME PREPAY IN ITS SOLE DISCRETION WITH IMMEDIATE EFFECT UPON WRITTEN NOTICE.   CUSTOMER ACKNOWLEDGES AND AGREES THAT WORKSOME IS NOT LIABLE FOR THE IMPACT OF SUSPENSION OR TERMINATION OF BOOKING CONTRACTS RESULTING FROM SUSPENSION OF WORKSOME PREPAY.‍

ADDITIONAL TERMS FOR PAYROLL SERVICES

‍1. Payroll Services. For Workers engaged via the Service as statutory employees, Worksome may provide Customer with the payroll services (“Payroll Services”). Payroll Services may be delegated to one or more third-party payroll providers depending on the location of the Worker and on currency and payment requirements, or other factors. Worksome will cause third-party payroll providers to abide by the terms of this Agreement for purposes of completion of the Payroll Services.  Customer agrees to pay for and reimburse Worksome for all payroll taxes, employer’s costs, and contributions, as applicable, and will comply with applicable laws and regulations governing the hire and payment of employees including overtime, holiday, and other legally required employer costs.  In the event a worker performs services for multiple Customer affiliates or related entities, Customer acknowledges that overtime obligations shall be calculated based on the worker’s aggregate hours across all such entities. Customer agrees to pay its pro-rata share of such overtime costs, as allocated by Worksome based on the ratio of base hours worked for each respective entity, regardless of whether the worker exceeded forty (40) hours for any single affiliate.  Workers eligible for Payroll Services must meet applicable local eligibility requirements and Worksome's then-current eligibility criteria for the relevant jurisdiction. In the United States only, Workers eligible for Payroll Services are further limited to “white-collar” or executive, administrative, or professional (EAP) (workers as defined under the United States Fair Labor Standards Act); manual laborers or other `blue collar'"blue collar" workers who perform work involving repetitive operations with their hands, physical skill and energy are ineligible for Payroll Services. in the United States.‍

2. Customer Eligibility Warranty. Customer represents and warrants that each Worker submitted for Payroll Services meets the applicable eligibility criteria for the jurisdiction in which such Worker performs services, including, in the United States, the executive, administrative, or professional exemption under the FLSA (including the salary level test, salary basis test, and duties test). Customer further represents and warrants that all information provided to Worksome regarding Worker duties, job titles, compensation, and working arrangements is true, accurate, and complete. Customer shall defend, indemnify, and hold harmless Worksome, its affiliates, and its in-country partners from and against any claims, liabilities, penalties, back-pay awards, and costs (including reasonable legal fees) arising from or attributable to Customer's misrepresentation of a Worker's eligibility, duties, or classification basis.‍

3. Customer Information Obligations. Customer shall provide Worksome with all information reasonably required for Worksome to fulfill its obligations under these Additional Terms, including: (a) accurate details of each Worker's contracted hours, compensation rate, work location, and job duties prior to commencement of each Assignment; (b) timely submission of time and expense data in the Platform by the applicable Payroll Cutoff (as defined in Section 6); (c) prompt notification (and in any event within two (2) Business Days) of any change to a Worker's contracted hours, compensation, work location, classification basis, or employment status; and (d) any other information that Worksome notifies Customer is required for payroll processing or compliance purposes. Worksome's obligations under these Additional Terms are conditioned upon Customer fulfilling its information obligations under this clause. Worksome shall not be liable for any failure to pay, underpayment, or compliance breach to the extent caused by Customer's failure to provide accurate or timely information, and Customer shall indemnify Worksome for any resulting losses, claims, penalties, or costs.‍

4. Data Processing. The Payroll Services involve the processing of personal data of Workers as a necessary element of payroll administration. Such processing shall be carried out in accordance with the Data Processing Addendum between the parties (the “DPA”), the terms of which are incorporated into these Additional Terms by reference. Execution of, or acceptance of, the DPA is a condition of Customer’s access to Payroll Services. In the event of a conflict between these Additional Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.‍

5. Work Authorization. Customer represents and warrants that, to the best of its knowledge after reasonable inquiry, each Worker submitted for Payroll Services is legally authorized to perform work in the jurisdiction in which the Worker's services are to be performed, and that Customer has not withheld any information material to a determination of a Worker's immigration or work authorization status. Customer shall defend, indemnify, and hold harmless Worksome, its affiliates, and its in-country partners from and against any claims, fines, penalties, civil liability, and costs (including reasonable legal fees) arising from a Worker's lack of valid work authorization in the applicable jurisdiction, to the extent such liability arises from Customer's failure to disclose material information or Customer's direction to onboard a Worker whose work authorization status was known or reasonably should have been known to be deficient.‍

6. Change in Law. Customer acknowledges that Employment Costs are based on applicable law as in effect at the time of engagement and may change as a result of legislative, regulatory, or judicial developments. In the event of any change in applicable law that results in a material increase in Employment Costs or Worksome's compliance obligations with respect to any Worker, Worksome may adjust the applicable rates or charges by providing Customer with no less than thirty (30) days prior written notice. Customer shall be liable for any such increased Employment Costs from the effective date of the relevant legal change, regardless of whether the thirty (30) day notice period has expired, where immediate compliance is required by applicable law.‍

7. Sanctions Compliance. Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the UK Office of Financial Sanctions Implementation (OFSI), or the European Union, including (without limitation) Afghanistan, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) Customer has not directed and will not direct Worksome to engage, onboard, or make payment to any Worker located in any such jurisdiction; and (c) neither Customer nor any Worker submitted by Customer for Payroll Services is identified on any applicable sanctions list, including the OFAC Specially Designated Nationals (SDN) List, the OFSI Consolidated List, or the EU Consolidated Financial Sanctions List. Customer shall indemnify Worksome from and against any fines, penalties, liabilities, and costs (including reasonable legal fees) arising from Customer's breach of the representations in this clause. Worksome reserves the right to immediately suspend or terminate Payroll Services with respect to any Worker or Customer upon a reasonable determination that a sanctions risk exists.‍

8. Termination Control and Compliance.  As the legal employer of record, Worksome (or its in-country partner) shall have final authority over the formal termination date of any Worker. While Worksome will use commercially reasonable efforts to align with Customer’s requested offboarding dates, Customer acknowledges that Worksome must comply with mandatory local notice periods and statutory termination requirements. Customer shall remain liable for all Employment Costs and Fees incurred through the legally effective termination date, regardless of whether the Worker performed active services for the Customer during the notice period.

9. Leave Accruals and Terminal Entitlements. Customer shall be liable for, and shall reimburse Worksome for, all accrued but unused leave entitlements payable to a Worker upon termination, including annual leave, vacation, holiday pay, and any other statutory or contractual leave entitlements accrued through the legally effective termination date. Such amounts shall constitute Employment Costs for the purposes of this Agreement. Worksome shall invoice Customer for such amounts at or following the legally effective termination date, and Customer shall pay within thirty (30) days of the date of invoice. Where Worksome has paid accrued leave to a Worker prior to receiving reimbursement from Customer, Customer shall reimburse Worksome in full for such amounts upon demand.

10. Statutory Severance and Redundancy. Customer shall be liable for, and shall reimburse Worksome for, all statutory severance payments, redundancy pay, and notice pay in lieu required under applicable law upon the termination of any Worker's engagement, including any payment in lieu of notice where Worksome is required to make such payment rather than serve out the notice period. Such amounts shall constitute Employment Costs for the purposes of this Agreement. Worksome shall invoice Customer for such amounts at or following the legally effective termination date, and Customer shall pay within thirty (30) days of the date of invoice. Where Worksome has paid such amounts to a Worker prior to receiving reimbursement from Customer, Customer shall reimburse Worksome in full for such amounts upon demand.

11. COBRA Notification (United States). For Workers engaged through Payroll Services in the United States, Customer shall notify Worksome in writing within three (3) Business Days of any qualifying event under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended, including any termination of employment, reduction in hours below the applicable benefits eligibility threshold, or other event that may trigger a Worker's right to continuation coverage. Customer shall indemnify, defend, and hold harmless Worksome from and against any excise taxes, penalties, and associated costs arising under applicable law from Worksome's failure to issue timely COBRA notices where such failure is attributable to Customer's failure to provide timely notification under this clause.

12. Payment of Wages and Recoupment.

To ensure compliance with local wage-and-hour laws requiring timely payment of Workers:

• Timely Payment: Worksome shall pay Workers on the scheduled pay dates regardless of whether the Customer has formally approved the Worker’s time or expenses in the Platform.
• Estimates: In the absence of Customer approval by the applicable payroll cutoff, Worksome is authorized to pay the Worker based on (i) the Worker’s standard contracted hours, (ii) historical averages, or (iii) the Worker’s submitted but unapproved time.
• Recoupment: Any amounts paid under this Section shall be deemed "Employment Costs" and "Booking Fees". Customer shall reimburse Worksome in full for such amounts.
• Reconciliation: If a subsequent audit or Customer review reveals an overpayment, Worksome will apply a credit to the Customer’s next invoice, provided that Worksome successfully recovers such overpayment from the Worker. Customer remains liable to Worksome for any amounts that cannot be legally recovered from the Worker.
• Underpayments. Where Worksome is required to make an additional payment to a Worker to correct an underpayment, and such underpayment resulted from inaccurate, incomplete, or untimely information provided by Customer (including, without limitation, inaccurate time records, failure to report hours, or failure to notify Worksome of a change in a Worker's contracted hours or rate), such corrective payment shall constitute an Employment Cost and Customer shall reimburse Worksome in full for such amount within thirty (30) days of the date of Worksome's invoice. Worksome's obligation to pay the Worker the corrective amount shall not be contingent upon prior receipt of reimbursement from Customer.

‍

13.  Payroll Services Indemnity

13.1 General Indemnity. The Customer shall defend, indemnify, and hold harmless Worksome, its affiliates, and its third-party partners against any and all damage, liability, claims, or costs (including reasonable legal fees and statutory penalties) arising out of or related to:

• Customer Instructions: Any acts or omissions of the Customer, including direct instructions given to a Worker that result in a claim of unfair dismissal, discrimination, harassment, or a breach of the relevant employment contract.
• Workplace Health and Safety: Any failure by the Customer to provide a safe working environment, adequate safety induction, or compliance with applicable occupational health and safety (OHS) and anti-discrimination laws at the Customer’s or its client's premises.
• Employment Benefits: Any claims brought by a Worker seeking employment benefits (including but not limited to unpaid wages, leave entitlements, or superannuation) to the extent such claims arise from the Customer’s failure to accurately report hours worked or provide required internal approvals for pay.
•  Misclassification Risk: Any liability resulting from the Customer treating a Worker as an employee or holding itself out as the legal employer in contradiction to the terms of the EOR engagement.
• Payment Estimates: Any claims or losses arising from Worksome paying a Worker based on estimates or unapproved time as set forth in Section 12, provided Worksome acted in good faith based on the information available.
• Termination Compliance: Any liability arising from Worksome extending a termination date beyond the Customer's request to satisfy mandatory local law or notice requirements.

13.2 Scope of Loss. For the purposes of this indemnity, "Loss" shall include all statutory costs, payroll taxes, fees and penalties and Pension obligations that may be assessed against Worksome or its Partner due to the Customer's breach of its obligations under this Order Form and Worksome Master Services Agreement. For the avoidance of doubt, the indemnification obligations set forth in this Section 13 constitute "indemnification obligations" within the meaning of clause 7.2(iv) of the Master Services Agreement and are not subject to the aggregate liability cap set forth in clause 7.1 of the Master Services Agreement.

ADDITIONAL TERMS FOR WORKSOME CLASSIFY

Worksome Classify assists Customer in providing a classification recommendation based upon information provided by Customer and each Worker for an Assignment. Worksome Classify recommendations do not constitute legal advice. Users are instructed to seek independent legal advice for compliant classification of workers engaged regardless of the method of hire. Although Worksome Classify is intended to make the classification process as accurate as possible, Worksome makes no claims, warranties (express or implied), promises, or guarantees about the accuracy, completeness, or adequacy of the contents of the recommendations, and expressly disclaims liability for errors and omissions arising from erroneous information provided by the Customer or Workers or by changes in applicable laws, rules, or governing authority.

There are three Worksome Classify tools, depending on the location of the Worker:

• United Kingdom Status Determination Statement
• United States of America Worker Classification Recommendation
• Global Worker Classification Recommendation (excluding US and UK)

United Kingdom
In the United Kingdom, Worksome Classify can be used to determine the employment status of Workers operating through their PSC or those wishing to engage as sole traders. Where IR35 is concerned, it will create and issue a Status Determination Statement with either inside or outside IR35 status. For sole traders, it will determine whether they should be taxed at source (PAYE) or can receive gross payments and manage their own tax affairs.‍

United States
In the United States, Worksome Classify can be used to classify a Worker as an employee (W-2) or independent contractor (1099) at both the state and federal level.

Global (excluding UK and US)
For countries outside of the United States and the United Kingdom, Worksome Classify provides a recommendation to classify a Worker as an employee or independent contractor.

Subject to the limits set forth in this MSA, Worksome will indemnify the Customer against any and all actual, direct and final losses, final judgments or arbitration in the form of taxes, tax penalties, and interest on taxes, excluding professional or attorneys’ fees, that are incurred by Customer in a final non-appealable judgment, assessment, or award arising from a government or taxing authority exercising proper jurisdiction over a relevant Assignment and the parties to the Assignment (“Damages”).

The indemnification obligations arising under this MSA for the misclassification of any Worker is limited to circumstances where Worksome Classify was properly used for the classification of the relevant Assignment, where the Assignment is contracted, invoiced, paid, and serviced entirely on the Worksome Platform, and for which the Customer and the Worker provided true, accurate and complete information about the job, and for which no material deviation exists between the work performed by the Worker and in respect to the classification answers provided in the Worksome Classify tool. In the event the Customer, or any authorized user of the Customer overrides the Worksome Classify classification or recommendation, Worksome shall have no indemnity obligation and Customer shall indemnify, defend, and hold Worksome and Worksome’s affiliates harmless against all claims, actions, proceedings, losses, damages, expenses and costs arising from the misclassification of the applicable Worker.

For purposes of the use of the Worksome Classify tools, Worksome’s maximum aggregate liability for Damages shall be as follows:

a) $100,000.00 per Worker Booking for a Worker based in the United Kingdom or United States of America;

b) $25,000.00 per Worker Booking for a Worker based elsewhere in the world.

FOR PURPOSES OF THIS SECTION AND IN ADDITION TO THE LIMITS ABOVE, WORKSOME WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR ECONOMIC DAMAGES OR FOR LOSS OR DAMAGES TO ANY PERSON OR PROPERTY RELATING TO OR ARISING FROM ANY INACCURACY OR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OF THE CUSTOMER CONTAINED IN THE WORKSOME CLASSIFY QUESTIONNAIRE OR WHILE USING THE WORKSOME CLASSIFY TOOL. CUSTOMER AGREES TO PRODUCE OR MAKE AVAILABLE AT SUCH REASONABLE TIMES, AS DESIGNATED BY WORKSOME, SUFFICIENT EVIDENCE OF LOSS, COST, DAMAGE, OR INFORMATION TO PROVE ANY INDEMNIFIED CLAIM BY THE CUSTOMER FROM WORKSOME.

In the event of a conflict between the Agreement and these terms, these ADDITIONAL TERMS FOR WORKSOME CLASSIFY shall govern.  Notwithstanding anything to the contrary, these ADDITIONAL TERMS FOR WORKSOME CLASSIFY do NOT apply to SOW Booking Contracts.

EXHIBIT B

IMPLEMENTATION

Implementation Statement of Work

The following exhibit represents an example of Worksome’s general implementation activities. These activities are subject to change, upon implementation of Worksome’s Service, to better meet Customer’s unique needs.

Standard Project Plan

Worksome’s implementation follows a standard 5-phase methodology that contains the following:

• Plan - preparing the project, identifying Customer team members, scheduling sessions, establishing timeline, identifying success metrics and facilitating Kick Off meeting
• Design - host configuration design sessions including workflow, compliance, and financial, and integration (if applicable) [sign off gate phase]
• Build – Worksome configures Customer sandbox tenant based on configuration decisions
• Test - Customer has the opportunity to review Sandbox and test common scenarios to ensure Sandbox reflects desired configurations [sign off gate phase]
• Deploy – move from Sandbox to Production tenant, complete change management activities and conduct user training
• [Hypercare] - The Worksome Implementation team stays on Customer project through 1 billing cycle to ensure the platform is functioning as-designed and as-expected before formally transitioning to Worksome’s Customer Success team.

Implementation Activities

Additional Assumptions and Conditions

The performance, fees, and any timelines for the Professional Services described in an Order Form are based on the assumptions and conditions set forth in the Order Form, including the following:

• Customer will designate a team member to serve as the Project Manager for their team, responsible for identifying the internal project team, scheduling meetings in a timely manner, and ensuring that decisions are made promptly.
• Worksome and Customer shall actively participate in their respective required project activities
• Customer shall make knowledgeable resources available for all virtual and in-person sessions and meetings in a timely manner.
• Customer is responsible for the timely coordination of internal resources and external vendors necessary to perform all required activities in the Order Form in a timely manner.
• Worksome shall perform all Professional Services during common business hours in the location where they are performed, excluding holidays as observed by the parties.
• Worksome shall perform all Professional Services remotely unless expressly set forth in the Order Form.
• The Subscription Fees do not include travel and related expenses. Any such expenses will be invoiced on a monthly basis as incurred, in accordance with Worksome’s travel and expense policy. Invoices are due in accordance with the terms of the MSA.
• All project stages, documentation, collateral, and meetings shall be conducted and recorded in English. All communications related to or arising from the Project governed by the Order Form shall likewise be in English. Any translations into other languages shall be at the Customer’s sole discretion and expense.
• Customer will review configuration documents and provide timely feedback and sign off to progress through the implementation phases.
• To the extent applicable, the Customer is responsible for developing the test strategy and user test scenarios.  Worksome shall provide standard test scenarios as a foundation; however, the Customer shall create detailed test scenarios and cases based on its user requirements and system configuration.
• Customer is responsible for completing hands-on testing activities and validations.
• Customer is responsible for extracting data from the Customer’s legacy system. Customer shall extract data in a format supplied by Worksome.
• Customer is responsible for any data clean-up prior to extracting the data from the legacy system. Customer must prioritize this activity as soon as is reasonably possible in order to reduce any impact to the timeline set forth in the Order Form.
• Customer shall make available appropriate technical and functional resources to assist with discovery, design, data mapping, data validation, testing, and deployment activities for each integration.
• Customer shall lead interactions with third-party vendors and/or internal system owners required to deploy integrations hereunder. Customer shall also coordinate timely, secure data transfer and integration testing with all vendors (and internal systems).
• Customer assumes operational responsibility and configuration for all integrations after go-live, including  monitoring, troubleshooting, and deploying and testing updates.
• Customer will own the Change Management strategies and activities. Worksome will provide the Customer with best practice recommendations, standard communication templates and training assets. If Customer desires, Customer will create additional or specific assets based on their company’s culture and needs
• Change management functions to inform, educate, and train Customer employees about the Service features are outside the scope of the Order Form.
• Customer is responsible for any security configuration or changes.
• Security configuration compliance is the responsibility of the Customer and should be thoroughly tested, including persona-based visibility and confirming user access.
• Customer is accountable for any impact configuration changes related to security modifications may produce.
• Customer will provide adoption expectations to Worksome that enable transparency to the platform and usage adoption over 365 days.