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 Platform Terms of Service, certain portions of the Platform are available to Platform Visitors, including those portions before your Account registration is accepted. Gudwork reserves the right to decline a registration to join Gudwork 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 this Terms of Service, on behalf of yourself and the company.

1.2 ACCOUNT ELIGIBILITY

Gudwork 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:

• 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 other entity)
• will use the Platform for business purposes only
• 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 Services
• are 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, your credentials, 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 CLIENT ACCOUNT

You can register for an Account 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 for services through Sourcing Engagements or Managed Service Engagements (each as defined in Section 2), and can post opportunities for sourcing purposes.

1.4.2 PROVIDER ACCOUNT

You can register for an Account 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, including completion of identity and credential verification. Only Provider Accounts can complete engagements.

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
• 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, Gudwork may close any or all related Accounts.

1.6 IDENTITY, CREDENTIAL, AND LICENSE VERIFICATION

When you register for an Account and periodically thereafter as needed to maintain Platform security and trust, your Account will be subject to verification. Gudwork employs industry-standard identity and credential 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 documents, proof of address, professional credentials, or other documentation to verify your identity and qualifications.

(c) Credential and License Verification: For Providers, Gudwork verifies professional credentials and licensure — which may include your National Provider Identifier (NPI), state professional license numbers, U.S. Drug Enforcement Administration (DEA) registration numbers, and board certifications ("Credential Data") — against authoritative primary sources at the time of verification, and may monitor the status of that Credential Data thereafter to the extent, and for so long as, described in the applicable Platform materials or engagement documentation.

(d) Database Validation: Your information may be validated against third-party databases, watchlists, authoritative primary-source credentialing databases, and public records to ensure Account security and regulatory compliance.

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

Gudwork stores Credential Data securely as described in our Privacy Policy. Credential Data is personal information and is not protected health information (PHI); Gudwork does not collect patient records or clinical health information in providing the Platform Services. All identity and credential verification data is handled in accordance with Gudwork's Privacy Policy and applicable data protection regulations. Third-party verification vendors and authoritative sources are relied upon subject to the terms under which they make data available to us and are contractually obligated, where applicable, to maintain the confidentiality and security of your information.

1.7 CREDENTIAL DATA AND CONSENT-BASED SHARING

Your Credential Data and the underlying primary-source verification results are not part of your public or default Profile and are not disclosed to any Client except with your express, opportunity-specific authorization. When you apply to or are considered for a specific opportunity or Engagement and choose to share your verified credentials, you authorize Gudwork to disclose to that Client the Credential Data reasonably necessary for that opportunity. You may decline to share your Credential Data, and you may withdraw your consent to future sharing at any time through your account settings or by contacting us. Withdrawing consent does not affect disclosures already made in reliance on your prior authorization.

1.8 CLIENT ACCESS TO AND USE OF VERIFIED CREDENTIAL DATA

Some Credential Data made available through the Platform is verified against, or sourced from, authoritative third-party primary sources. Where a Client receives Credential Data concerning a Provider (including primary-source verification results and any associated documents), the following apply:

(a) Additional source terms. Access to certain third-party-sourced Credential Data may require the Client to enter into and comply with additional terms required by, and to be authorized by, the applicable data source. Gudwork may condition or withhold access to such data until those requirements are met.

(b) Permitted purpose. The Client may use such Credential Data solely to evaluate the Provider's qualifications in connection with a potential or actual working relationship (employment or contracting), and for no other purpose.

(c) Restrictions. The Client shall not: (i) resell, distribute, copy, or transmit the Credential Data to any third party except as expressly permitted; (ii) use the Credential Data to create, maintain, enhance, or verify any separate database or credential product; (iii) reverse engineer, or attempt to derive a substitute or competing service from, the Credential Data or verification services; (iv) modify or obscure the data except for minor formatting for internal display; or (v) remove, alter, or obscure any copyright, attribution, trademark, or disclaimer notices that accompany the Credential Data.

(d) Territory. Certain third-party-sourced Credential Data may be subject to restrictions on cross-border access and storage. The Client shall access, process, and store such data only within the United States unless Gudwork agrees otherwise in writing.

(e) No warranty; Client diligence. Credential Data verified against or sourced from third-party primary sources is provided as compiled from those sources. Gudwork does not warrant its accuracy, completeness, or currency, and the Client remains responsible for any independent verification, credentialing, or privileging its own obligations require. The Client acknowledges, at the time Credential Data is made available to it, that it must conduct its own diligence appropriate to the intended engagement — including confirming licensure, scope of practice, and fitness — before the Provider performs any clinical or other regulated work.

1.9 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password 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 or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Platform if (a) you are not authorized to use either, or (b) the use would violate the Terms of Service.

PURPOSE OF GUDWORK AND ENGAGEMENT MODES

Section 2 explains what Gudwork does and does not do, defines the two modes in which an engagement may be conducted, describes how a mode is selected and how funds flow in each, and describes some of your responsibilities when using the Platform.

The Platform is a professional marketplace that connects Clients seeking flexible, remote, and project-based professional services with qualified Providers who can perform such services, and that verifies and monitors Provider credentials to support trusted working relationships. Depending on the engagement, Gudwork may facilitate an engagement between a Client and a Provider, provide payment processing services, offer educational content, or itself contract to deliver services using Providers it engages. Subject to the Terms of Service, Gudwork provides the Platform Services to Users, including hosting and maintaining the Platform, verifying credentials, facilitating payment processing and reviews, and providing non-binding dispute assistance.

2.1 ENGAGEMENT MODES

Every engagement conducted through the Platform is conducted in one of two modes. The applicable mode is designated in accordance with Section 2.2 and determines the payment flow described in Section 2.7. Gudwork's role, responsibilities, and revenue differ by mode, as follows:

(a) Sourcing Engagement (Marketplace). In a Sourcing Engagement, Gudwork acts solely as a neutral marketplace and facilitator: Gudwork sources, verifies, and introduces Providers to Clients and may provide payment facilitation through the Third-Party Payment Processor described in Section 5. The working relationship in a Sourcing Engagement is solely between the Client and the Provider. Gudwork is not a party to that relationship, is not the employer, joint employer, or co-employer of the Provider, and does not supervise, direct, or control the Provider's work, methods, schedule, deliverables, or location. The Client and the Provider are solely responsible for negotiating, documenting, and performing the terms of their engagement, including scope, price, classification, direction, and management of the work. Gudwork's revenue in a Sourcing Engagement consists of the marketplace service fee described in Section 5.1.1, platform or subscription fees, payment-facilitation fees, and/or the conversion fee described in Section 5.4, and does not include the amounts a Client pays to, or that are payable to, a Provider for the Provider's services.

(b) Managed Service Engagement. In a Managed Service Engagement, Gudwork itself contracts with the Client to deliver a defined service, deliverable, or result — and separately engages one or more Providers to perform work in support of that service. A Managed Service Engagement is used for defined, outcome-based work (for example, a discrete project, task set, or deliverable that Gudwork is responsible for producing and quality-controlling). It is not used for the mere supply of a worker to perform hourly work directed and managed by the Client, which is conducted as a Sourcing Engagement. In a Managed Service Engagement, Gudwork is a party to the arrangement, is responsible to the Client for the contracted service as and to the extent set out in the applicable Managed Service Agreement or Statement of Work, and is the contracting counterparty of the Providers it engages for that service. The specific allocation of responsibilities — including which party is responsible for worker classification, supervision, taxes, insurance, and payment of Providers — is governed by the applicable Managed Service Agreement, Statement of Work, or Order Form, and by any separate agreement between Gudwork and the Provider. Gudwork's revenue in a Managed Service Engagement consists of the fees the Client pays Gudwork for the contracted service.

2.2 MODE SELECTION AND DEFAULT

The mode of an engagement is designated by the Client's express selection at the time of engagement — including by selecting or accepting the applicable agreement type (for example, a "Marketplace / Sourcing Agreement" or a "Managed Service Agreement") in the Platform's engagement flow, Order Form, Statement of Work, or Managed Service Agreement. The mode so selected governs both (i) the legal relationship of the parties under Section 2.1 and (ii) the payment flow under Section 2.7.

Absent an express selection of "Managed Service" in a signed Order Form, Statement of Work, or Managed Service Agreement (or the equivalent in-Platform selection), an engagement is a Sourcing Engagement by default. A Managed Service Engagement arises only where Gudwork and the Client have expressly agreed in writing that Gudwork will contract to deliver the service.

By selecting a Sourcing Engagement, the Client acknowledges and agrees that: (a) it, and not Gudwork, is the engager of the Provider; (b) it is solely responsible for the classification, direction, scheduling, management, and payment terms of the Provider under all applicable law; and (c) Gudwork is not a party to, and exercises no control over, the working relationship.

2.3 RELATIONSHIP WITH GUDWORK; USER RESPONSIBILITIES

You acknowledge, agree, and understand that Gudwork's role and responsibilities differ by engagement mode as described in Section 2.1. Regardless of mode, Users are responsible for: ensuring the accuracy and legality of any User Content; determining the suitability of other Users for an engagement; and complying with all laws applicable to their business and the Services. In a Sourcing Engagement, the Client and Provider are additionally responsible for negotiating, agreeing to, and executing the terms of their engagement, performing the Services, and managing all payment, direction, and classification obligations between them.

Gudwork verifies credentials as described in Section 1.6, but Users remain responsible for confirming that any Provider they engage holds the licenses, registrations, and qualifications required for the specific services and jurisdictions involved, and, as set out in Section 1.8(e), for conducting their own diligence before the Provider performs any clinical or other regulated work. Gudwork does not perform institutional credentialing or privileging and does not warrant a Provider's fitness for any particular engagement.

2.4 NO EMPLOYMENT RELATIONSHIP (SOURCING ENGAGEMENTS)

In a Sourcing Engagement, Providers are independent contractors and are not employees, agents, or representatives of Gudwork. You acknowledge and agree that:

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

In a Managed Service Engagement, the employment or contractor status of a Provider engaged by Gudwork is governed by the separate agreement between Gudwork and that Provider and by the applicable Managed Service Agreement or Statement of Work.

2.5 TAXES AND INFORMATION REPORTING

(a) Sourcing Engagements. Providers engaged as independent contractors are solely responsible for all tax liability associated with payments received; Gudwork does not withhold taxes from Provider payments. As between the Client and the Provider, the Client is the engager and payer and is responsible for determining and satisfying its own information-reporting obligations (which may include IRS Form 1099-NEC) with respect to the Providers it engages. The Third-Party Payment Processor (Stripe) may issue IRS Form 1099-K to a Provider where the applicable reporting thresholds are met, and complies with its own applicable U.S. tax-reporting obligations. Gudwork facilitates payment and provides transaction records to support the parties' reporting, but does not assume the Client's information-reporting obligations. Providers are further responsible for obtaining any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and for issuing any invoices and remitting any taxes required of them.

(b) Managed Service Engagements. Where Gudwork engages and pays a Provider under a Managed Service Engagement, tax withholding, benefits, insurance, and information-reporting obligations with respect to that Provider are as set out in the applicable Managed Service Agreement, Statement of Work, or separate Provider agreement. Where Gudwork is the payer of a non-corporate Provider it engages, Gudwork (or its designated payroll or employer-of-record partner) is responsible for the corresponding information reporting.

In the event of an audit of Gudwork, Users agree to promptly cooperate and provide copies of tax returns and other documents as reasonably requested.

2.6 WORKER CLASSIFICATION RESPONSIBILITY

See Section 4.

2.7 PAYMENT FLOW BY MODE

(a) Sourcing Engagements — pass-through; Gudwork does not hold engagement funds. For a Sourcing Engagement, the Client's payment for the Provider's services is processed through the Third-Party Payment Processor and settled to the Provider, and Gudwork receives only its marketplace service fee and any applicable platform, subscription, or payment-facilitation fees. Gudwork does not hold or control the underlying engagement funds beyond the collection of its own fee. The Client is the payer and the Provider is the payee for the Provider's services.

(b) Managed Service Engagements — Gudwork charges the Client and pays its Providers separately. For a Managed Service Engagement, the Client pays Gudwork the fees for the contracted service, and Gudwork separately pays the Providers it engages in support of that service, on the terms and schedule set out in the applicable Managed Service Agreement, Statement of Work, or Provider agreement. In this mode, amounts the Client pays Gudwork are Gudwork's own consideration for the service, and amounts Gudwork pays Providers are Gudwork's own obligations to those Providers; Gudwork is not transmitting funds between the Client and the Provider.

CONTRACTUAL RELATIONSHIPS

Section 3 discusses the relationships Users may enter into when using the Platform.

3.1 ENGAGEMENTS

When Clients and Providers connect through the Platform, they may enter into Engagements for the provision of Services, in either mode described in Section 2.1. You acknowledge, agree, and understand that:

• the terms of each Engagement (and, in a Managed Service Engagement, the applicable Managed Service Agreement or Statement of Work) govern the relationship between the parties to it;
• Users are responsible for understanding and agreeing to the specific terms of their Engagements;
• in a Sourcing Engagement, the Client is responsible for determining the appropriate classification of the Provider it engages; and
• Gudwork is not an employer, joint employer, or co-employer of any User except with respect to a Provider that Gudwork expressly engages under a Managed Service Engagement or a separate written agreement.

3.2 DISPUTES AMONG USERS

Non-binding dispute assistance ("Dispute Assistance") is available within 30 days of the date of the last payment. If Client or Provider contacts Gudwork via email to 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.

3.3 CONFIDENTIAL INFORMATION AND OWNERSHIP

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.

3.3.2 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 Client upon full payment. In a Managed Service Engagement, ownership of Work Product is as set out in the applicable Managed Service Agreement or Statement of Work.

WORKER CLASSIFICATION

Section 4 discusses worker classification.

4.1 SOURCING ENGAGEMENTS

In a Sourcing Engagement, Providers are engaged as independent contractors and are not employees of Gudwork. The Client is solely responsible for determining whether a Provider it engages should be classified as an independent contractor or an employee under all applicable federal, state, and local law, and for engaging, paying, and treating the Provider accordingly. Gudwork has no input into or involvement in a Client's classification decision in a Sourcing Engagement and has no liability arising from or relating to such classification. The Client warrants that its classification decisions are correct and assumes all liability for those decisions.

4.2 MANAGED SERVICE ENGAGEMENTS

In a Managed Service Engagement, the classification of any Provider that Gudwork engages, and responsibility for related employment-law compliance, is as expressly allocated in the applicable Managed Service Agreement, Statement of Work, or separate Provider agreement. Where Gudwork engages a Provider directly, Gudwork (or its designated payroll or employer-of-record partner) is responsible for that Provider's classification and related obligations as set out in those documents.

4.3 NO PARTNERSHIP

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or, except as expressly provided in Section 4.2, employer-employee relationship between Gudwork and a User.

GUDWORK FEES

Section 5 describes fees that may be charged for use of the Platform.

5.1 SERVICE FEES

Gudwork may charge fees for use of the Platform and Platform Services, which may include, depending on the engagement and the applicable Order Form, service agreement, or subscription: (a) the marketplace service fee described in Section 5.1.1; (b) platform, subscription, or access fees; (c) payment-facilitation fees; (d) the conversion fee described in Section 5.4; and (e) in a Managed Service Engagement, the service fees payable to Gudwork for the contracted service. 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.

5.1.1 MARKETPLACE SERVICE FEE (SOURCING ENGAGEMENTS)

In a Sourcing Engagement, Gudwork charges the Client a marketplace service fee for facilitating the introduction, verification, and payment of the Provider. The marketplace service fee is a fee for Gudwork's marketplace and facilitation services and is not a tax withholding, benefit deduction, or employer deduction of any kind. The fee is charged to the Client in addition to the amounts payable to the Provider for the Provider's services. Unless a different fee is agreed in an Order Form or otherwise disclosed under Section 5.3, the marketplace service fee is ten percent (10%) of the Provider's fees for the engagement. The applicable marketplace service fee will be disclosed to the affected Users before the engagement is accepted and will remain fixed for that engagement. By accepting the engagement, each affected User consents to the disclosed marketplace service fee.

5.2 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.

5.3 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. For clarity, a marketplace service fee disclosed and fixed for a specific engagement under Section 5.1.1 is not changed by this Section for that engagement.

5.4 NON-CIRCUMVENTION AND CONVERSION FEE (SOURCING ENGAGEMENTS)

Gudwork invests in sourcing, verifying, and introducing Providers to Clients. This Section 5.4 establishes a default backstop protecting that investment in connection with Sourcing Engagements. It applies except to the extent a Client and Gudwork have agreed to different fee terms in an Order Form or other written agreement with Gudwork. For clarity, and consistent with Sections 2.1 and 3.1, the terms of an Engagement between a Client and a Provider govern that relationship, but an Engagement or any agreement solely between a Client and a Provider does not modify, reduce, or waive any fee owed to Gudwork under this Agreement.

5.4.1 Non-Circumvention. For a period of twelve (12) months following the later of (a) the date a Client is first introduced to or first accesses a given Provider through the Platform, or (b) the completion or termination of the most recent Engagement between that Client and Provider, the Client shall not, directly or indirectly (including through an affiliate, agent, or third party), solicit, engage, hire, contract with, or continue a relationship with that Provider for services of the type offered through the Platform outside of the Platform, or otherwise structure or restructure a relationship with the intent or effect of avoiding fees that would otherwise be owed to Gudwork.

5.4.2 Conversion Fee. If a Client engages, hires, or otherwise converts a Provider into a direct employment or independent-contractor relationship — whether during an Engagement, following its completion, or in a manner inconsistent with Section 5.4.1 — a conversion fee is due to Gudwork equal to the greater of (a) ten percent (10%) of the Provider's projected first-year base salary for the role (or, for non-salaried roles, the annualized projected first-year cash compensation), or (b) five thousand U.S. dollars (US$5,000). The conversion fee is due within thirty (30) days of the earlier of the Client extending an accepted offer or the Provider commencing work, and the Client authorizes Gudwork to charge its Payment Method for the fee in accordance with Section 5.2.

5.4.3 Notice and Good Faith. A Client that wishes to convert or directly engage a Provider shall notify Gudwork in advance and provide the information reasonably necessary to calculate the conversion fee, including the projected compensation for the role. The Parties will cooperate in good faith to determine the applicable amount. Nothing in this Section prevents a Client and Gudwork from agreeing in writing to alternative terms for a particular Provider or Engagement.

RECORDS OF COMPLIANCE

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

WARRANTY DISCLAIMER

LIMITATION OF LIABILITY

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, for 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

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 our obligations under the Terms of Service.

INDEMNIFICATION

You will indemnify, defend, and hold harmless Gudwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents for 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

11.1 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.

11.2 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 and as described in our Privacy Policy.

11.3 SURVIVAL

After this Agreement terminates, provisions that by their nature should survive will continue in full force and effect, including arbitration, intellectual property protections, non-circumvention, indemnification, payment of fees, and limitations of liability.

DISPUTES BETWEEN YOU AND GUDWORK

12.1 DISPUTE PROCESS

If a dispute arises between you and Gudwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. 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, the termination of your relationship with Gudwork, or the Platform Services (each, a "Claim") in accordance with this Section 12.

12.2 CHOICE OF LAW

This Agreement and any dispute or claim shall 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) shall not apply.

12.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and Gudwork agree to first notify each other of the Claim. You agree to notify Gudwork of the Claim at support@folioworks.com, and Gudwork agrees to provide to you a notice at your email address on file. You and Gudwork then will seek informal voluntary resolution of the Claim. Both parties will have 60 days from the date of receipt of the Notice to informally resolve the Claim.

GENERAL

13.1 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. In the event of a conflict between this Agreement and a signed Order Form, Statement of Work, or Managed Service Agreement with respect to a specific Engagement, the latter governs that Engagement.

13.2 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.

13.3 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.

13.4 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.

13.5 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

"Client" means

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

"Provider" means

any User who offers professional services through the Platform as an independent contractor (or, in a Managed Service Engagement, as engaged by Gudwork under a separate agreement).

"Sourcing Engagement" (or "Marketplace Engagement") means

an engagement, described in Section 2.1(a), in which Gudwork acts solely as a neutral marketplace and facilitator and is not a party to the working relationship between the Client and the Provider, and in which funds flow as described in Section 2.7(a).

"Managed Service Engagement" means

an engagement, described in Section 2.1(b), in which Gudwork contracts with the Client to deliver a defined service, deliverable, or result and separately engages one or more Providers to perform work in support of that service, and in which funds flow as described in Section 2.7(b).

"Marketplace Service Fee" means

the fee described in Section 5.1.1.

"Credential Data" means

a Provider's professional identifiers and licensure information — such as National Provider Identifier (NPI), state professional license numbers, U.S. Drug Enforcement Administration (DEA) registration numbers, and board certifications — together with the results of verifying that information against its issuing or primary source.

"Services" means

professional services performed by Providers for Clients through the Platform, which may include telehealth and other remote clinical services, teleradiology, utilization review and peer review, clinical and professional advisory work, data annotation and evaluation, and other remote, flexible, or project-based professional services.

"Engagement" means

the contractual relationship or working arrangement for the provision of Services, conducted in either mode described in Section 2.1 — that is, between a Client and a Provider (in a Sourcing Engagement) or involving Gudwork as a contracting party (in a Managed Service Engagement).

"Third-Party Payment Processor" means

Stripe and its affiliates, which process payments through Stripe Connect subject to the Stripe Connected Account Agreement.

"Work Product" means

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" means

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" means

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

"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.

"Payment Method" means

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

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