Terms of Service

GUDWORK ACCOUNTS

What you must agree to before using the Platform and the types of accounts you can create.

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 Contractor, 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.

You accept the Terms of Service at two points: (a) when you register for or first use an Account, and (b) each time you initiate or accept an engagement on the Platform, as described in Section 3.1. Your continued use of the Platform constitutes ongoing acceptance of the Terms of Service as they may be updated.

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 Contractors for services through Marketplace Engagements or Managed Service Engagements (each as defined in Section 2), and can post opportunities for sourcing purposes.

1.4.2 Contractor Account

You can register for an Account or add an Account type to use the Platform as a Contractor (a "Contractor Account"). Contractor Account registration may be subject to approval by Gudwork in its sole discretion, including completion of identity and credential verification. Only Contractor 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 Contractors, 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, 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 Contractor (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 Contractor'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 Contractor 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

What Gudwork does and does not do, and the two modes — Marketplace and Managed Service — that determine our role and how money flows.

The Platform is a professional marketplace that connects Clients seeking flexible, remote, and project-based professional services with qualified Contractors who can perform such services, and that verifies and monitors Contractor credentials to support trusted working relationships. Depending on the engagement, Gudwork may facilitate an engagement between a Client and a Contractor, provide payment processing services, offer educational content, or itself contract to deliver services using Contractors 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) Marketplace Engagement. In a Marketplace Engagement, Gudwork acts solely as a neutral marketplace and facilitator: Gudwork sources, verifies, and introduces Contractors to Clients and may provide payment facilitation through the Third-Party Payment Processor described in Section 6. The working relationship in a Marketplace Engagement is solely between the Client and the Contractor. Gudwork is not a party to that relationship, is not the employer, joint employer, or co-employer of the Contractor, and does not supervise, direct, or control the Contractor's work, methods, schedule, deliverables, or location. The Client and the Contractor are solely responsible for negotiating, documenting, and performing the terms of their engagement, including scope, price, classification, direction, and management of the work. The default terms of that engagement are set out in the Service Contract Terms in Section 3.4. Gudwork's revenue in a Marketplace 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 7, and does not include the amounts a Client pays to, or that are payable to, a Contractor for the Contractor'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 Contractors 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 Marketplace 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 Contractors it engages for that service. The specific allocation of responsibilities — including which party is responsible for worker classification, supervision, taxes, insurance, and payment of Contractors — is governed by the applicable Managed Service Agreement, Statement of Work, or Order Form, and by any separate agreement between Gudwork and the Contractor. 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 Marketplace 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 Marketplace Engagement, the Client acknowledges and agrees that: (a) it, and not Gudwork, is the engager of the Contractor; (b) it is solely responsible for the classification, direction, scheduling, management, and payment terms of the Contractor 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 Marketplace Engagement, the Client and Contractor 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 Contractor 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 Contractor performs any clinical or other regulated work. Gudwork does not perform institutional credentialing or privileging and does not warrant a Contractor's fitness for any particular engagement.

2.4 No Employment Relationship (Marketplace Engagements)

In a Marketplace Engagement, Contractors 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 Contractor work methods, schedules, deliverables, or locations;
• Contractors have discretion in determining whether to accept particular engagements; and
• the specific terms of each engagement govern the relationship between the Client and the Contractor.

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

2.5 Taxes and Information Reporting

(a) Marketplace Engagements. Contractors engaged as independent contractors are solely responsible for all tax liability associated with payments received; Gudwork does not withhold taxes from Contractor payments. In a Marketplace Engagement, the Client is the engager and payer of the Contractor. Because the Client's payments for the Contractor's services are settled through the Platform, those payments are reported on IRS Form 1099-K, which Gudwork issues through the Third-Party Payment Processor where the applicable reporting thresholds are met; accordingly, the Client generally does not separately issue IRS Form 1099-NEC for payments settled through the Platform. Gudwork facilitates payment and provides transaction records to support the parties' reporting. Contractors 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 Contractor under a Managed Service Engagement, tax withholding, benefits, insurance, and information-reporting obligations with respect to that Contractor are as set out in the applicable Managed Service Agreement, Statement of Work, or separate Contractor agreement. Where Gudwork is the payer of a non-corporate Contractor it engages, Gudwork (or its designated payroll or employer-of-record partner) is responsible for the corresponding information reporting, which may include IRS Form 1099-NEC.

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) Marketplace Engagements — pass-through; Gudwork does not hold engagement funds. For a Marketplace Engagement, the Client's payment for the Contractor's services is processed through the Third-Party Payment Processor and settled to the Contractor, 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, and does not provide escrow services. The Client is the payer and the Contractor is the payee for the Contractor's services. The operational payment terms — including payment methods, authorization to charge, non-payment, chargebacks, disbursement, and currency — are set out in Section 6.

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

CONTRACTUAL RELATIONSHIPS

The relationships you may enter into with other Users, including the default Service Contract Terms that govern a Marketplace Engagement.

3.1 Engagements

When Clients and Contractors 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 Marketplace Engagement, the Client is responsible for determining the appropriate classification of the Contractor it engages; and
• Gudwork is not an employer, joint employer, or co-employer of any User except with respect to a Contractor that Gudwork expressly engages under a Managed Service Engagement or a separate written agreement.

Acceptance at engagement formation. In addition to accepting the Terms of Service upon registration, each User affirmatively accepts the Terms of Service — including, for a Marketplace Engagement, the Service Contract Terms in Section 3.4 — when initiating or accepting an engagement on the Platform. A Marketplace Engagement is formed when the Client and the Contractor affirmatively accept it through the Platform. Acceptance constitutes agreement to (i) the material terms presented on the Platform at the time of acceptance, including the Services, rate, and schedule; (ii) these Terms of Service; and (iii) the Service Contract Terms in Section 3.4, except to the extent the Client and Contractor have expressly agreed to different terms as permitted by that Section.

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 Contractor 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 Contractor'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.

3.4 Service Contract Terms (Marketplace Engagements)

In a Marketplace Engagement, the working relationship is directly between the Client and the Contractor, and Gudwork is not a party to it (Section 2.1(a)). This Section 3.4 sets out the default terms of that engagement (the "Service Contract Terms").

Unless the Client and Contractor expressly agree otherwise in writing, the Service Contract Terms apply to and govern each Marketplace Engagement between them. The Client and Contractor may agree to additional or different terms — including by using the Client's own contractor agreement or a template Gudwork makes available as a convenience — provided those terms do not, and do not purport to, affect Gudwork's rights, obligations, or fees, or violate the Terms of Service. Gudwork is not a party to, and assumes no responsibility for, any agreement between a Client and a Contractor. The terms concerning a Marketplace Engagement that are described on the Platform at the time of acceptance — including the Services, rate, and schedule — form part of the engagement.

3.4.1 Independent Contractor Relationship

The Contractor performs the Services as an independent contractor, and not as an employee, partner, agent, or joint venturer of the Client. The Contractor has the sole right to determine and control the manner, means, tools, and schedule (including the specific hours and place) of performing the Services, subject only to the Client's direction as to scope and results, and is free to perform services for others. The Contractor supplies its own equipment and tools, is responsible for all federal, state, and local taxes on amounts received, receives no tax withholding, and is not eligible for any Client employee benefits. As set out in Section 4.1, the Client is responsible for determining the Contractor's classification and for compliance with applicable classification, wage, and hour law.

3.4.2 Services

The Contractor will provide the Services described in the applicable engagement on the Platform, in a professional and workmanlike manner consistent with applicable professional standards. The Client and Contractor set the scope of the Services between them and resolve any questions about the work or its scope directly with each other.

3.4.3 Compensation; Payment; Tax Reporting

Rates and payment terms for the Services are those set out in the applicable engagement on the Platform, and payment is facilitated through the Platform as described in Sections 2.7(a) and 6. The Contractor is paid the rate shown to the Contractor on the Platform, and Gudwork's marketplace service fee is in addition to the amounts payable to the Contractor, as described in Section 5.1.1. Payments to the Contractor are reported on IRS Form 1099-K as described in Section 2.5. The Contractor is responsible for all taxes on amounts received.

3.4.4 Ownership of Work Product; Background Technology

Upon the Contractor's receipt of full payment for the Services, all Work Product the Contractor creates for the Client in performing the Services, excluding Background Technology, becomes the sole and exclusive property of the Client, including all Intellectual Property Rights in it, and the Contractor assigns those rights to the Client. The Contractor retains ownership of Background Technology and grants the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use any Background Technology incorporated into the Work Product. The Contractor will not incorporate Background Technology into the Work Product without the Client's prior written consent.

3.4.5 Confidentiality

Each of the Client and Contractor will protect the other's Confidential Information with at least reasonable care, use it only to perform the engagement, and return or destroy it on request. Under the U.S. Defend Trade Secrets Act, an individual will not be held criminally or civilly liable for disclosing a trade secret that is made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other filing made under seal.

3.4.6 Protected Health Information; HIPAA

To the extent the Contractor creates, receives, maintains, or transmits protected health information ("PHI") on the Client's behalf, the Client and Contractor will execute a Business Associate Agreement, and the Contractor will comply with HIPAA and applicable state privacy law. PHI is exchanged solely between the Client and the Contractor and may not be entered into work logs or otherwise transmitted through the Platform.

3.4.7 Representations and Warranties

The Contractor represents and warrants that: (a) the Services will be performed in a professional manner consistent with generally accepted industry standards; (b) the Contractor holds, and will maintain, all licenses, registrations, and credentials required to perform the Services in the applicable jurisdictions; and (c) the Work Product will not infringe or misappropriate the intellectual property or other rights of any third party.

3.4.8 Insurance

The Contractor will maintain any professional or general liability insurance appropriate to the Services and required jurisdictions, as agreed between the Client and the Contractor, and will provide certificates of insurance on request.

3.4.9 Term and Termination

The engagement begins as stated in the applicable engagement terms and continues until terminated by either party on the notice stated in those terms, or immediately for material breach. Provisions that by their nature should survive termination will survive.

3.4.10 Indemnification

Each of the Client and the Contractor will indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of the engagement. This Section 3.4.10 governs only the relationship between the Client and the Contractor and does not create any obligation of, or run to the benefit of, Gudwork, whose indemnification rights are set out in Section 14.

3.4.11 Client's Contractor Agreement; Consistency

As the engager, the Client will document its relationship with each Contractor before the Contractor begins work — whether by relying on these Service Contract Terms, using a template Gudwork makes available, or using the Client's own form. Any such agreement must be consistent with the Terms of Service, including that: (a) payment for the Services is processed through the Platform; (b) payments to Contractors are reported on IRS Form 1099-K as described in Section 2.5; and (c) Gudwork's fees and the non-circumvention and conversion-fee terms of Section 7 apply and are not modified, reduced, or waived.

WORKER CLASSIFICATION

Who is responsible for deciding whether a Contractor is an independent contractor or an employee.

4.1 Marketplace Engagements

In a Marketplace Engagement, Contractors are engaged as independent contractors and are not employees of Gudwork. The Client is solely responsible for determining whether a Contractor 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 Contractor accordingly. Gudwork has no input into or involvement in a Client's classification decision in a Marketplace 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 Contractor 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 Contractor agreement. Where Gudwork engages a Contractor directly, Gudwork (or its designated payroll or employer-of-record partner) is responsible for that Contractor'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

The fees Gudwork may charge 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 7; 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 (Marketplace Engagements)

In a Marketplace Engagement, Gudwork charges a marketplace service fee for facilitating the introduction, verification, and payment of the Contractor. 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 in addition to the amounts payable to the Contractor for the Contractor's services, and the Contractor is paid the rate shown to the Contractor on the Platform. Unless a different fee is agreed in an Order Form or otherwise disclosed to the affected Users under Section 5.2, the marketplace service fee is ten percent (10%) of the Contractor's fees for the engagement. The applicable marketplace service fee will be disclosed to the Client before the engagement is accepted and will remain fixed for that engagement, and the Contractor will be shown the rate the Contractor will be paid. By accepting the engagement, each affected User consents to the fee and rate as disclosed to it.

5.2 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.

PAYMENT TERMS

How you pay and get paid on the Platform — payment methods, authorization to charge, what happens if a Client does not pay, no chargebacks, how Contractors receive funds, and currency. Gudwork does not provide escrow.

6.1 Payment Methods

To use certain Platform Services, you must provide account information for at least one valid Payment Method. Payment Methods may include credit cards, debit cards, ACH transfers, or other methods accepted by Gudwork. Certain Platform Services may require a backup Payment Method. By providing Payment Method information, you represent that you are authorized to use the Payment Method and that doing so does not violate applicable law or the terms governing the Payment Method.

6.2 Authorization to Charge

You authorize Gudwork and the Third-Party Payment Processor to charge your Payment Method for all amounts owed under the Terms of Service, including, in a Marketplace Engagement, the amounts payable to the Contractor for the Contractor's services and Gudwork's fees, and, in a Managed Service Engagement, the fees payable to Gudwork. When a Client approves or fails to timely decline or dispute a statement of approved amounts for an engagement, the Client authorizes and instructs Gudwork and the Third-Party Payment Processor to charge the Client's Payment Method accordingly. If a primary Payment Method fails, you authorize us to charge any backup Payment Method on file.

6.3 Non-Payment and Default

A Client is in "default" if it fails to pay any amount when due under the Terms of Service or an applicable Order Form or agreement, including if a charge is declined, an invoice is not paid within the period agreed (or, if none is agreed, within thirty (30) days), or a chargeback is initiated in breach of Section 6.4. If a Client is in default, Gudwork may, without limiting its other remedies and to the extent permitted by applicable law: (a) suspend or close the Client's Account and revoke access to the Platform; (b) charge any Payment Method on file for amounts owed; (c) set off amounts owed against other amounts held for or owed to the Client; (d) pursue collection, including reasonable interest, costs, and attorneys' fees to the extent permitted by law; and (e) report the default to credit reporting agencies and cooperate with authorities. The Client remains responsible for amounts that accrue on open engagements at the time of any suspension.

6.4 No Chargebacks

Once a Payment Method is charged for amounts due under the Terms of Service, the charge is non-refundable except as expressly provided in the Terms of Service or as required by applicable law. Because the Terms of Service provide a dispute-assistance process (Section 3.2), the Client agrees, to the extent permitted by applicable law, not to initiate a chargeback or payment reversal for amounts charged under the Terms of Service. A chargeback initiated in breach of this Section is a material breach of the Terms of Service, and Gudwork may dispute or appeal the chargeback, offset or recover the amount, suspend or close the Account, and pursue collection.

6.5 Disbursement to Contractors

In a Marketplace Engagement, amounts payable to a Contractor for the Contractor's services are settled through the Third-Party Payment Processor and disbursed to the Contractor in accordance with the engagement terms and the Third-Party Payment Processor's terms; Gudwork does not hold or control those funds beyond the collection of its own fee and does not provide escrow. Gudwork or the Third-Party Payment Processor may hold, delay, or decline a disbursement to the extent permitted or required by applicable law where: (a) additional information is required, including a Contractor's verified tax identification, government-issued identification, or address; (b) there are reasonable grounds to suspect fraud, error, or unlawful activity; (c) a payment is subject to a dispute or reversal; or (d) a hold is required by law or by the Third-Party Payment Processor. Disbursement timing, minimum thresholds, and related mechanics are as described on the Platform and in the Third-Party Payment Processor's terms.

6.6 Currency

The Platform operates in U.S. dollars. If a Payment Method is denominated in another currency, any currency conversion and related charges are handled by the Third-Party Payment Processor or the User's Payment Method Contractor, and any resulting rates or fees are the responsibility of the User.

6.7 Third-Party Payment Processing

Payment processing on the Platform is provided by the Third-Party Payment Processor (Stripe) through Stripe Connect. 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. Gudwork, and not the Third-Party Payment Processor, is responsible for the fees, pricing, and information reporting for transactions where Gudwork controls the pricing, as described in Sections 2.5 and 5.

NON-CIRCUMVENTION AND CONVERSION FEE

Because Gudwork invests in sourcing, verifying, and introducing Contractors, a Client agrees not to take a Contractor off the Platform to avoid fees for a limited period, and to pay a conversion fee if it engages a Contractor directly. These terms can be adjusted by written agreement with Gudwork.

Gudwork invests in sourcing, verifying, and introducing Contractors to Clients. This Section 7 establishes a default backstop protecting that investment in connection with Marketplace 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 Contractor govern that relationship, but an Engagement or any agreement solely between a Client and a Contractor does not modify, reduce, or waive any fee owed to Gudwork under this Agreement.

7.1 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 Contractor through the Platform, or (b) the completion or termination of the most recent Engagement between that Client and Contractor, 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 Contractor 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.

7.2 Conversion Fee

If a Client engages, hires, or otherwise converts a Contractor into a direct employment or independent-contractor relationship — whether during an Engagement, following its completion, or in a manner inconsistent with Section 7.1 — a conversion fee is due to Gudwork equal to the greater of (a) ten percent (10%) of the Contractor'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 Contractor commencing work, and the Client authorizes Gudwork to charge its Payment Method for the fee in accordance with Section 6.

7.3 Notice and Good Faith

A Client that wishes to convert or directly engage a Contractor 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 Contractor or Engagement.

USER CONTENT, FEEDBACK, AND LICENSES

You own and are responsible for what you post. You give Gudwork a limited license to operate and improve the Platform, and feedback and ratings are shared to support trust. Ownership of Work Product is governed by your engagement, not this Section.

8.1 Responsibility for User Content

Users are solely responsible for the User Content they submit, post, or transmit through the Platform, including its accuracy, legality, and non-infringement. Gudwork does not routinely monitor User Content and is not responsible for it. Gudwork may, but is not obligated to, remove or restrict User Content that it determines violates the Terms of Service or negatively affects the Platform or its Users.

8.2 License to Gudwork

You grant Gudwork a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and use the User Content you submit as reasonably necessary to operate, provide, secure, and improve the Platform and the Platform Services, and to facilitate engagements between Users. This license does not transfer ownership of your User Content. This Section 8.2 does not grant Gudwork ownership of, or any license to exploit, Work Product owned by a Client under an engagement beyond what is necessary to transmit, store, and deliver that Work Product in providing the Platform Services, and does not alter the ownership provisions of Sections 3.3.2 and 3.4.4.

8.3 Feedback and Ratings

Users may submit, and request that Gudwork publish, feedback, ratings, and related information about engagements. Such information is based on data Users voluntarily submit and does not constitute an endorsement or recommendation by Gudwork. Gudwork is not responsible for verifying feedback and provides it for the convenience of Users. You agree not to use feedback, ratings, or other compiled information to make any employment, credit, or similar decision about any individual, and not to submit false or misleading feedback.

8.4 AI and Model Use

Gudwork will not use Work Product, Credential Data, or the content of a Contractor's or Client's engagement communications to train generative artificial intelligence models except with the relevant party's opt-in consent as described on the Platform or in the Privacy Policy. Gudwork does not permit PHI on the Platform and does not use PHI for any model-training purpose. Any use of Contractors to perform data annotation, evaluation, or model-training Services for a Client is a Service delivered under an Engagement and is governed by the applicable engagement terms, and not by this Section 8.4.

ACCEPTABLE USE

Rules for using the Platform lawfully and fairly — no illegal use, no fraud, no misuse of credentials or another User's data, and no attempts to bypass the Platform's fees or protections.

9.1 Prohibited Conduct

You agree not to, and not to permit any person acting under your Account to:

• use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
• provide false, inaccurate, or misleading information, or impersonate any person or misrepresent your affiliation with any person or entity;
• circumvent, or attempt to circumvent, Gudwork's fees, the non-circumvention and conversion-fee terms of Section 7, or the Platform's payment processing;
• use, disclose, or retain Credential Data except as permitted by Section 1.8, or use the Platform's verification outputs to build or enhance a competing database or product;
• enter, upload, or transmit PHI through the Platform;
• access or use the Platform through automated means, scrape or harvest data, or reverse engineer, decompile, or attempt to derive the source code or a substitute for any part of the Platform;
• interfere with or disrupt the integrity, security, or performance of the Platform, or introduce any malware or harmful code;
• harass, threaten, defame, or abuse another User or Gudwork personnel;
• use another User's Account, or allow an unauthorized person to use your Account; or
• use the Platform to solicit or facilitate any transaction that violates the Terms of Service.

9.2 Enforcement

Gudwork may investigate suspected violations of this Section 9 and may suspend, restrict, or terminate Account access, remove content, and pursue any available remedy for any violation, consistent with Sections 15 and 16.

RECORDS OF COMPLIANCE

You agree to keep the records needed to show you have met your obligations.

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

The Platform is provided "as is," without warranties.

LIMITATION OF LIABILITY

Limits on the amounts Gudwork can be liable for.

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 agree not to hold Gudwork responsible for disputes you 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 our obligations under the Terms of Service.

INDEMNIFICATION

You agree to cover Gudwork's costs if your use of the Platform causes certain claims.

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; (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights to the extent caused by you or your agents; and (g) any User Content you submit, including any claim that Gudwork's use of it as permitted by Section 8 infringes or violates the rights of a third party.

TERM AND TERMINATION

How long this Agreement lasts and what happens when it ends.

15.1 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. Termination of this Agreement does not terminate or otherwise affect any Engagement or Service Contract between Users, which remains directly between the parties to it.

15.2 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.

15.3 Survival

After this Agreement terminates, provisions that by their nature should survive will continue in full force and effect, including the arbitration and dispute provisions (Section 16), non-circumvention and the conversion fee (Section 7), licenses granted under Section 8, indemnification (Section 14), payment of fees and amounts owed (Sections 5 and 6), and the warranty disclaimer and limitations of liability (Sections 11 and 12).

DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER

If you have a dispute with Gudwork, we first try to resolve it informally. For Users in the United States, most disputes are then resolved by binding individual arbitration rather than in court, and you waive class actions and jury trials — with an opportunity to opt out. This Section does not cover disputes between Users, which are addressed in Section 3.2.

16.1 Dispute Process and Scope

If a dispute arises between you and Gudwork or our Affiliates, our goal is to resolve it quickly and cost-effectively. Except as otherwise stated in this Section, you, Gudwork, and our Affiliates agree to resolve any claim, dispute, or controversy arising out of or relating to this Agreement, the other Terms of Service, your relationship with Gudwork, the termination of that relationship, or the Platform Services (each, a "Claim") in accordance with this Section 16. This Section 16 governs Claims between a User and Gudwork; it does not govern disputes between Users, which are addressed in Section 3.2.

16.2 Choice of Law

This Agreement and any Claim will be governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of the arbitration provisions in this Section 16. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16.3 Informal Dispute Resolution

Before initiating arbitration or litigation of a Claim, you and Gudwork agree to first notify each other of the Claim in writing — you to Gudwork at legalnotices@folioworks.com, and Gudwork to you at your email address on file (a "Notice") — with sufficient detail to identify the claimant and describe the Claim and its factual basis. The parties will then attempt in good faith to resolve the Claim, and either party may request an individualized telephone or videoconference settlement discussion. If the Claim is not resolved within sixty (60) days after receipt of the Notice, either party may proceed as provided in this Section 16.

16.4 Binding Arbitration (U.S. Users)

For Users located in or residing in the United States and its territories, and except for the excluded matters described in Section 16.6, any Claim not resolved under Section 16.3 will be resolved by final and binding individual arbitration rather than in court. By agreeing to arbitrate, you and Gudwork give up the right to a trial before a judge or jury, and the arbitrator's decision will be final and binding except for the limited right of judicial review under the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (including the Optional Expedited Arbitration Procedures) then in effect, except that any Claim alleging an employment or worker-classification dispute will be administered under the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS rules are available at www.jamsadr.com. A single neutral arbitrator will be selected in accordance with the applicable JAMS rules.

The arbitration will take place in Wilmington, Delaware, except that any arbitration of an employment or worker-classification Claim brought by a Provider will take place in the state and within 25 miles of where the Provider is located, as required by applicable law. Any party may appear by telephone or videoconference rather than in person.

Because Users agree to access and use the Platform for business purposes only, and not for personal, household, or consumer use (see Section 1.2), the parties agree that arbitration fees and costs will be allocated in accordance with the applicable JAMS rules. The arbitrator will apply applicable law and may award only those remedies that would be available in a court of law. Judgment on the award may be entered in any court of competent jurisdiction.

Mass or coordinated filings. If 25 or more similar Claims are submitted by or with the coordination of the same counsel or coordinated counsel against Gudwork, whether or not filed at the same time, the JAMS Mass Arbitration Procedures and Guidelines then in effect will apply to all such Claims, including any batching, staging, bellwether, and mediation procedures provided by those Guidelines.

16.5 Class Action and Jury Trial Waiver

To the fullest extent permitted by applicable law, you and Gudwork agree that each may bring Claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate more than one person's Claims and may not preside over any form of class, collective, or representative proceeding. You and Gudwork each waive any right to a trial by jury.

This waiver does not apply to a representative action brought under the California Private Attorneys General Act (PAGA) or to any other representative action that applicable law does not permit to be waived; any such action is not subject to arbitration under this Section 16 and may be brought in a court of competent jurisdiction.

The parties do not agree to class, collective, or representative arbitration. If the class, collective, and representative-action waiver in this Section 16.5 is found unenforceable as to a particular Claim, that Claim will be severed and may proceed in a court of competent jurisdiction, while the remainder of this Section 16 continues to apply to all other Claims; in no event will any Claim proceed as class, collective, or representative arbitration.

16.6 Exclusions

This Section 16 does not require arbitration of, and does not limit your right to bring or pursue, the following:

(a) an individual action in small-claims court, so long as it remains in that court and is brought only on an individual basis;

(b) a Claim that may not be compelled to arbitration under applicable law, including a case alleging sexual assault or sexual harassment that is subject to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (Pub. L. No. 117-90), where the person asserting the Claim elects that it not be arbitrated;

(c) a claim for workers' compensation, state disability insurance, or unemployment insurance benefits;

(d) a representative action that applicable law does not permit to be waived, as described in Section 16.5 (including a PAGA action); and

(e) the filing of a charge, claim, or complaint with, or participation in an investigation or proceeding conducted by, any federal, state, or local government agency (such as the Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board).

Nothing in this Section 16 prevents a party from seeking provisional or injunctive relief in aid of arbitration from a court of competent jurisdiction, or from satisfying any condition precedent or exhausting administrative remedies required by applicable law before bringing a Claim.

16.7 Opt-Out

You may opt out of the arbitration agreement in Section 16.4 and the class, collective, and representative-action waiver in Section 16.5 by sending written notice within thirty (30) days after the date you first accept these Terms of Service. The notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of the arbitration agreement, and must be sent to legal@folioworks.com. Opting out has no effect on any other provision of the Terms of Service or on your ability to use the Platform. If you do not opt out within the 30-day period, you will be bound by the arbitration agreement and waiver.

16.8 Severability of This Section

If any portion of this Section 16 is found unenforceable, that portion will be severed and the remainder will continue in effect, except as otherwise provided in the class-and-collective-waiver provisions.

GENERAL

Miscellaneous terms, including how this Agreement can be changed, how notices are delivered, and other standard provisions.

17.1 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.

17.2 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. Gudwork may modify the Terms of Service on a prospective basis by posting the updated terms on the Platform and, where required, providing notice; your continued use of the Platform after the effective date of an update constitutes acceptance.

17.3 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.

17.4 Severability; Interpretation

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. Headings and section summaries are for convenience only and do not affect interpretation.

17.5 Force Majeure

Gudwork will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, labor disputes, failures or delays of third-party service providers, payment processors, or telecommunications or internet Contractors, changes in law, or governmental action.

17.6 Consent to Electronic Records and Communications

You consent to receive communications, agreements, notices, disclosures, and records — including tax information returns such as IRS Form 1099-K — from Gudwork electronically, whether by email to the address on file, by posting on the Platform, or through other electronic means, and you agree that electronic delivery has the same legal effect as a paper record. You may withdraw this consent as described on the Platform, but doing so may limit your ability to use certain Platform Services.

17.7 Prevailing Language

These Terms of Service may be made available in languages other than English for convenience. In the event of any conflict or inconsistency, the English-language version controls.

17.8 Third-Party Payment Processing

The use of Stripe Connect and the Stripe Connected Account Agreement is addressed in Section 6.7.

DEFINITIONS

The meaning of key capitalized terms used in this Agreement. Other defined terms appear in bold and in quotation marks where they are first used.

"Client" means

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

"Contractor" 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).

"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 Contractor, 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 Contractors to perform work in support of that service, and in which funds flow as described in Section 2.7(b).

"Service Contract Terms" means

the default terms of a Marketplace Engagement between a Client and a Contractor set out in Section 3.4, which govern that engagement unless the Client and Contractor expressly agree otherwise as permitted by that Section.

"Marketplace Service Fee" means

the fee described in Section 5.1.1.

"Conversion Fee" means

the fee described in Section 7.2.

"Credential Data" means

a Contractor'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 Contractors 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 Contractor (in a Marketplace Engagement) or involving Gudwork as a contracting party (in a Managed Service Engagement).

"User Content" means

any content, information, or materials a User submits, posts, or transmits through the Platform, including Profile information, communications, work logs, feedback, and ratings, but excluding Work Product except as expressly stated.

"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 Contractor 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 Contractor 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.