Terms of Service

Gudwork 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.

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 Terms of Service, certain portions of the Platform are available to Platform visitors, including those portions available before your Account registration is accepted. Gudwork reserves the right to decline a registration, or to add an Account type as a Client or Provider, 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 these Terms of Service, on behalf of yourself and the company.

1.2 Account eligibility

Gudwork offers the Platform for business and professional purposes only and not for personal, household, or consumer use. Providers register and use the Platform in their capacity as independent professionals operating their own business, including as a self-employed individual or sole proprietor. Clients register as, or as an authorized employee or agent of, an organization. To register for an Account or use the Platform, you must, and hereby represent that you:

• are registering either (i) as an individual acting as an independent professional or sole proprietor, or (ii) as an entity, or as an employee or agent authorized to act for an entity;
• will use the Platform only for business or professional purposes;
• will comply with any licensing, registration, credentialing, or other requirements applicable to you and to the provision of Services; and
• are at least 18 years old (or have otherwise reached the age of majority in your jurisdiction) and able to form legally binding contracts.

1.3 Account profile

To register for an Account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to the public. You agree to provide true, accurate, and complete information on your Profile and on 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 an Account or access to 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 Client Account

You can register for, or add, an Account type to use the Platform as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account. Team Members can engage Providers through managed or self-directed arrangements and can post opportunities.

1.4.2 Provider Account

You can register for, or add, an Account type to use the Platform as a Provider (a “Provider Account”). Provider Account registration may be subject to approval by Gudwork in its sole discretion. Only Provider Accounts can complete projects. Providers must have all suitable hardware and/or software licenses to complete commercial work.

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:

• the User is authorized to act on your behalf;
• 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
• you are fully responsible and liable for any action of any User to whom you have provided 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, Gudwork may close any or all related Accounts.

1.6 Identity and location verification

When you register for an Account, and periodically thereafter as needed to maintain Platform security, your Account will be subject to verification. Gudwork employs industry-standard identity verification processes, which may include:

(a) Third-party verification services. Gudwork may use secure third-party identity verification vendors to validate your identity, location, and credentials. These vendors use encrypted data transmission and comply with applicable privacy and data protection laws.

(b) Documentation requirements. You may be required to provide official government-issued identification, professional credentials, or other documentation to verify your identity and qualifications.

(c) Database validation. Your information may be validated against third-party databases, watchlists, and public records to support Account security and regulatory compliance.

You authorize Gudwork, directly or through secure third-party vendors, to make any inquiries necessary to validate your identity and location and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide complete and accurate information about yourself and your business. Failure to complete verification or provide requested documentation may result in Account suspension or termination.

All identity verification data is handled in accordance with Gudwork's Privacy Policy and applicable data protection regulations. Third-party verification vendors are contractually obligated to maintain the confidentiality and security of your information.

1.7 Usernames and passwords

When you register for an Account, you will choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password, and you agree not to share them with any person who is not authorized to use your Account. You authorize Folio to assume that any person using the Platform with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account. You further agree not to use the Account or log in with the username and password of another User if (a) you are not authorized to do so, or (b) the use would violate the Terms of Service.

Purpose of Gudwork

Section 2 discusses what Gudwork does and does not do when providing the Platform, and some of your responsibilities when using the Platform.

The Platform connects organizations seeking professional and clinical services (“Clients”) with qualified professionals who can perform them (“Providers”). Folio supports two principal modes of engagement:

• Self-directed marketplace. Providers discover and apply to opportunities, and Clients and Providers contract directly with one another. Gudwork's role is to host the Platform, support matching, verification, and payment processing, and otherwise facilitate the connection.
• Managed engagements. Gudwork contracts directly with Providers (generally as independent contractors) to perform defined projects, which may include AI training, evaluation, and related professional or clinical work.

The specific nature and scope of Gudwork's involvement varies depending on the mode of engagement. Subject to the Terms of Service, Gudwork provides the Platform Services to Users, including hosting and maintaining the Platform, facilitating payment processing and reviews, and assisting Users in resolving disputes.

2.1 Relationship with Gudwork

Gudwork provides a platform that enables Clients and Providers to connect and engage for professional and clinical services. The specific arrangements between Gudwork, Clients, and Providers may vary based on the particular engagement. Depending on the mode of engagement, Gudwork may act as a facilitator, service provider, payment facilitator, or—in a managed engagement—as the contracting counterparty.

You acknowledge, agree, and understand that Gudwork's role and responsibilities may differ depending on the engagement structure. Users are responsible for understanding the specific terms of their particular engagement, including: ensuring the accuracy and legality of any User Content; determining the suitability of other Users for an engagement; negotiating, agreeing to, and executing any terms or conditions of Engagements; performing Services; and managing payment obligations.

2.2 No employment relationship

Providers are independent contractors and not employees, agents, or representatives of Gudwork or Clients unless otherwise specified in a separate written agreement. You acknowledge and agree that:

• you are not an employee of Gudwork unless you have a separate written employment agreement stating otherwise;
• Gudwork generally does not supervise, direct, or control Provider work methods, schedules, or locations;
• Providers generally have discretion in determining whether to accept particular engagements; and
• the specific terms of each engagement will govern the relationship between the parties.

2.3 Taxes and benefits

For Providers engaged as independent contractors, Providers acknowledge and agree that they are solely responsible for:

(a) all tax liability associated with payments received, and that Gudwork will not withhold any taxes from payments to independent contractors;

(b) obtaining any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law;

(c) determining whether they are required by applicable law to issue invoices and for issuing any required invoices;

(d) determining whether they are required to remit value added tax or other taxes to authorities and remitting such taxes as appropriate; and

(e) if outside of the United States, for determining if Gudwork is required to withhold any amount and for notifying Gudwork of any such requirement.

In the event of an audit of Gudwork, Providers agree to promptly cooperate and provide copies of tax returns and other documents as reasonably requested. Payments are processed by Stripe through Stripe Connect; Gudwork is not a bank, money transmitter, or payment processor. Where required by applicable law, IRS Forms 1099-K or 1099-NEC will be issued by the party responsible for doing so.

2.4 Worker classification responsibility

Responsibility for worker classification and compliance with applicable employment laws will be specified in the relevant service agreement, statement of work, or other engagement documentation. Gudwork does not provide legal advice regarding worker classification.

Acceptable use and prohibited conduct

Section 3 describes how you may and may not use the Platform.

You agree to use the Platform only for lawful purposes and in accordance with the Terms of Service. You will not, and will not permit any User under your Account or any third party to:

• violate any applicable law, regulation, or third-party right, including intellectual property, privacy, and publicity rights;
• provide false, inaccurate, or misleading information, or misrepresent your identity, credentials, location, or affiliation;
• interfere with, disrupt, or attempt to gain unauthorized access to the Platform, other Accounts, or any systems or networks connected to the Platform;
• introduce malware, viruses, or other harmful code, or attempt to probe, scan, or test the vulnerability of the Platform;
• circumvent, disable, or interfere with verification, security, or access-control features of the Platform;
• scrape, crawl, spider, harvest, or otherwise extract Profiles, contact information, or other Platform data, whether manually or through automated means;
• bulk-export, copy, resell, redistribute, or use Platform data—including Provider Profiles and contact information—to build, train, or operate a database, product, or service that competes with the Platform;
• use Provider or Client contact information for any purpose other than a legitimate engagement conducted in accordance with the Terms of Service;
• harass, threaten, defame, or discriminate against other Users or Gudwork personnel;
• use the Platform for personal, household, or consumer purposes; or
• use the Platform in any manner that could damage, disable, overburden, or impair it.

Gudwork may investigate suspected violations and may suspend or terminate Accounts, remove content, or take other action it deems appropriate. Gudwork reserves the right, but has no obligation, to monitor use of the Platform.

Contractual relationships

Section 4 discusses the relationships Users may enter into when using the Platform.

4.1 Engagements

When Clients and Providers connect through the Platform, they may enter into various types of engagements for the provision of Services. The specific nature and terms of each engagement will be determined by the parties involved. Gudwork's role in each engagement may vary and will be defined by the particular circumstances and agreements.

You acknowledge, agree, and understand that:

• the terms of each engagement will govern the relationship between the parties;
• Users are responsible for understanding and agreeing to the specific terms of their engagements;
• Clients are responsible for determining the appropriate classification of Providers they engage; and
• Gudwork is not an employer, joint employer, or co-employer of any User unless specifically stated in a separate written agreement.

4.2 Disputes among Users

Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last payment. If a Client or Provider contacts Gudwork at support@folioworks.com within 30 days and requests non-binding dispute assistance for any dispute among them (a “Dispute”), Gudwork will attempt to assist by reviewing the Dispute and proposing a mutual, non-binding resolution.

4.3 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 the Users do not articulate different terms, they agree that this Section 4.3 applies.

4.3.1 Confidentiality

To the extent a User provides Confidential Information to another, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care 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.

4.3.2 Ownership of work product

Upon Provider's receipt of payment as agreed in the engagement, 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 property of the Client as specified in the engagement terms. If no specific terms are agreed, Work Product will become the sole and exclusive property of the Client upon full payment.

Worker classification

Section 5 discusses worker classification.

Providers are generally engaged as independent contractors and are not employees of Gudwork or Clients unless specifically stated in a separate written agreement. Clients are solely responsible for determining whether Providers should be engaged as independent contractors or employees and for engaging them accordingly. Gudwork has no input into or involvement in worker classification decisions made by Clients, and Gudwork has no liability arising from or relating to the classification of Providers.

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Gudwork and a User. Clients warrant that their classification decisions are correct and assume all liability for such decisions.

Intellectual property and license

Section 6 discusses who owns the Platform and your content, and the limited rights you receive to use the Platform.

6.1 Platform ownership

The Platform, including all software, technology, text, graphics, designs, logos, trademarks, and other content provided by Gudwork (excluding User Content and Work Product), and all Intellectual Property Rights therein, are owned by Gudwork or its licensors. Except for the limited license granted below, nothing in the Terms of Service transfers any right, title, or interest in the Platform to you.

6.2 License to use the Platform

Subject to your compliance with the Terms of Service, Gudwork grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for its intended business purposes. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of the Platform except as expressly permitted by Gudwork or applicable law.

6.3 User Content

“User Content” means any content you submit, upload, or make available through the Platform, including Profile information, communications, and materials. You retain ownership of your User Content. You grant Gudwork a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and use your User Content as necessary to operate, provide, and improve the Platform and Platform Services and as otherwise described in our Privacy Policy. You represent and warrant that you have the rights necessary to grant this license and that your User Content does not violate the Terms of Service or any third-party right. Gudwork may remove or disable User Content that it believes violates the Terms of Service or applicable law.

6.4 Feedback

If you provide Gudwork with suggestions, ideas, or other feedback, you grant Gudwork an unrestricted, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

Gudwork fees

Section 7 describes fees that may be charged for use of the Platform.

7.1 Service fees

Gudwork may charge fees for use of the Platform and Platform Services. The specific fees applicable to your use of the Platform will be communicated to you through your Account, in an Order Form, service agreement, or as otherwise agreed in writing. All fees are non-refundable except as set forth in this Agreement. Payments are processed by Stripe through Stripe Connect; Gudwork is not a bank, money transmitter, or payment processor. Where required by applicable law, IRS Forms 1099-K or 1099-NEC will be issued by the party responsible for doing so.

7.2 Payment methods

To use certain Platform Services, you must provide account information for at least one valid Payment Method. You hereby authorize Gudwork to charge your Payment Method for fees and any other amounts owed under the Terms of Service. Payment Methods may include credit cards, debit cards, ACH transfers, or other methods accepted by Gudwork.

7.3 Fee modifications

Gudwork reserves the right to modify fees at any time. Affected Users will be notified of fee changes at least thirty (30) days prior to the effective date. Continued use of the Platform after the effective date constitutes acceptance of the revised fees.

Records of compliance

Section 8 discusses your agreement to make and keep all required records.

Users agree to create and maintain records to document satisfaction of their obligations under this Agreement, including payment obligations and compliance with tax and employment laws, and to provide copies of such records to Gudwork upon request.

You are solely responsible for the creation, storage, and backup of your business records. This Agreement will not be construed as creating any responsibility on Gudwork's part to store, back up, retain, or grant access to any information or data for any period.

Warranty disclaimer

Section 9 discusses your agreement and understanding that the Platform may not always be available or work perfectly.

Limitation of liability

Section 10 discusses your agreement that Gudwork usually will not have to pay you damages relating to your use of the Platform.

Under no circumstances will Gudwork, our Affiliates, our licensors, or our third-party service providers (collectively, the “Gudwork Parties”) be liable to you for any loss or damages of any kind (including, without limitation, any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages), including, without limitation, any that are directly or indirectly related to: (a) the Platform; (b) the Platform Services; (c) your use of, inability to use, or the performance of the Platform; (d) any action taken in connection with an investigation by Gudwork or law enforcement authorities regarding your or any other party's use of the Platform; (e) any action taken in connection with intellectual property owners; (f) any errors or omissions in the Platform's operation; or (g) any damage to any User's computer, mobile device, or other equipment or technology, including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure, or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Gudwork Parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability, or tort.

In no event will the Gudwork Parties be liable to you or anyone else for loss, damage, or injury, including, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

You agree that, in the event you incur any damages, losses, or injuries that arise out of Gudwork's acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Platform or services owned or controlled by the Gudwork Parties.

Release

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

You hereby release Gudwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User.

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

Indemnification

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Platform.

You will indemnify, defend, and hold harmless Gudwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents from all claims and liabilities relating to or arising out of: (a) the use of the Platform by you or your agents; (b) any Engagement entered into by you or your agents, including worker classification issues; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights to the extent caused by you or your agents.

Term and termination

Section 13 discusses when and how either you or Gudwork can end this Agreement.

13.1 Termination

Either party may terminate this Agreement at any time, without explanation, upon written notice to the other at support@folioworks.com. Upon termination, your right to use the Platform is automatically revoked, and your Account will be closed.

Gudwork may also temporarily or permanently revoke access to the Platform if: (a) you breach any terms and conditions of this Agreement; (b) we suspect you have provided false or misleading information; or (c) we believe your actions may cause legal liability or involve illicit activity.

13.2 Account data on closure

If your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Platform. Gudwork may retain some or all of your Account information as permitted by law.

13.3 Survival

After this Agreement terminates, provisions that by their nature should survive will continue in full force and effect, including the dispute resolution and arbitration provisions, intellectual property and license terms, confidentiality, payment of fees then due, indemnification, the release, disclaimers, limitations of liability, and definitions.

Dispute resolution

Section 14 discusses how you and Gudwork agree to resolve disputes, including an agreement to use binding arbitration.

14.1 Scope

You, Gudwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Gudwork (including as a Provider in a managed engagement), the termination of that relationship, or the Platform Services (each, a “Claim”) in accordance with this Section.

14.2 Informal dispute resolution

Before initiating arbitration, you and Gudwork agree to first notify each other of the Claim. You agree to notify Gudwork at support@folioworks.com, and Gudwork agrees to provide notice to your email address on file. Both parties will then seek informal, voluntary resolution and will have 60 days from receipt of the notice to do so.

14.3 Binding arbitration

If the Claim is not resolved within 60 days, it will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its rules then in effect, except as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be conducted in the English language, and may be conducted remotely or in the State of Delaware. The arbitrator's award may be entered in any court of competent jurisdiction.

14.4 Class action waiver

To the fullest extent permitted by law, Claims will be brought and resolved only on an individual basis. You and Gudwork agree that neither will bring or participate in a class, collective, consolidated, or representative action, and the arbitrator will have no authority to consolidate or join the claims of multiple parties. Nothing in this Section waives or limits any right that cannot be waived as a matter of law.

14.5 Exceptions

Notwithstanding the above, either party may: (a) bring an individual claim in small-claims court; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights, breach of confidentiality, or unauthorized access to the Platform.

14.6 Opt-out

You may opt out of this arbitration agreement (Sections 14.3–14.4) within 30 days of first accepting these Terms of Service by sending written notice to support@folioworks.com with your name and the email address associated with your Account. Opting out of arbitration will not affect any other provision of the Terms of Service.

14.7 Choice of law

This Agreement and any Claim will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

General

Section 15 discusses additional terms of the agreement between you and Gudwork.

15.1 Entire agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Gudwork relating to the subject matter hereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us.

15.2 Modifications

No modification or amendment to the Terms of Service will be binding upon Gudwork unless in a written instrument signed by a duly authorized representative of Gudwork or posted on the Platform by Gudwork.

15.3 Assignability

User may not assign the Terms of Service without Gudwork's prior written consent. Gudwork may freely assign this Agreement and the other Terms of Service without User's consent.

15.4 Severability

If any provision of this Agreement is held illegal, invalid, or unenforceable, such provision will be ineffective only to the extent of its illegality, invalidity, or unenforceability, without affecting the remaining provisions.

15.5 Notices

Notices to Gudwork under the Terms of Service should be sent to support@folioworks.com. Gudwork may provide notices to you at the email address associated with your Account or by posting on the Platform.

15.6 Third-party payment processing

By using the Platform's payment services, Users agree to the Stripe Connected Account Agreement, which governs the use of Stripe Connect to process payments. Gudwork is not a party to that agreement and disclaims any liability arising from the Stripe services.

Definitions

Section 16 provides definitions of capitalized terms that appear in the Terms of Service.

Client

Any User who seeks to engage Providers for services through the Platform.

Provider

Any User who offers professional or clinical services through the Platform as an independent contractor.

Platform Services

The services Gudwork makes available through the Platform, including hosting and maintaining the Platform, supporting matching and verification, facilitating payment processing and reviews, and assisting Users in resolving disputes.

Services

Professional and clinical services performed by Providers, whether for Clients through the Platform or for Gudwork under a managed engagement. Services may include remote clinical work, consulting, evaluation, AI training, and other related professional services.

Engagement

The contractual relationship or working arrangement between a Client and Provider (or between a Client and Gudwork, or between a Provider and Gudwork) for the provision of Services.

User Content

Any content a User submits, uploads, or makes available through the Platform, including Profile information, communications, and materials.

Work Product

Any tangible or intangible results or deliverables that a Provider creates for, or delivers to, a Client or Gudwork as a result of performing Services.

Confidential Information

Any material or information provided to, or created by, a User in connection with evaluating or performing an engagement, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form.

Background Technology

All inventions, tools, or methodologies developed by a Provider other than in the course of providing Services under an Engagement.

Intellectual Property Rights

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.

Payment Method

A valid credit card, debit card, ACH transfer, or such other method of payment as Gudwork may accept.