TROOD CONTRACTS
User Agreement
PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this "Agreement") is a contract between you ("you" or "User") and Trood Inc. ("Trood Contracts," "we," or "us"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.contracts.trood.com or any part of the rest of the Site or the Site Services.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Privacy Policy, Cookies Policy. These agreements are collective, with this Agreement, called the "Terms of Service".

Subject to the conditions set forth herein, Trood Contracts may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Trood Contracts will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Trood Contracts, Trood Contracts will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the "Effective Date").

IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

TABLE OF CONTENTS

1. Trood Contracts Accounts
1.1 Registration and Acceptance
1.2 Account Eligibility
1.3 Account Profile
1.4 Account Types
1.5 Account Permissions
1.6 Identity and Location Verification
1.7 Usernames and Passwords

2. Purpose of Trood Contracts
2.1 Relationship with Trood Contracts
2.2 Taxes and Benefits
2.3 Marketplace Feedback and User Content

3. Contractual Relationship Between Business and Specialist
3.1 Service Contracts
3.2 Disputes Among Users
3.3 Confidential Information
1. Trood Contracts ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an "Account"), by using the Site or Site Services 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 Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Trood Contracts reserves the right to decline a registration to join Trood Contracts or to add an Account of any type (i.e., as a Business or Specialist), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
1.2 ACCOUNT ELIGIBILITY
Trood Contracts offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelancer Services; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile ("Profile"), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
1.4 ACCOUNT TYPES
As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Specialist Account (defined below), you can add a Business Account (defined below) as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, 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.

1.4.1 BUSINESS ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Business (a "Business Account").

1.4.2 SPECIALIST ACCOUNT
Specialist: You can register for an Account or add an Account type to use the Site and Site Services as a Specialist (a "Specialist Account").
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 Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User's acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Trood Contracts may close any or all related Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Trood Contracts. You authorize Trood Contracts, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When verification is successfully completed, Account features will be restored.
1.7 USERNAMES AND PASSWORDS
Each person who uses the Site must register for their own Account. 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. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Trood Contracts to assume that any person using the Site 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 Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
2. PURPOSE OF TROOD CONTRACTS

Section 2 discusses what Trood Contracts does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.

The Site is a marketplace where Businesses and Specialists can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Trood Contracts provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH TROOD CONTRACTS
Trood Contracts merely makes the Site and Site Services available to enable Specialists and Businesses to find and transact directly with each other. Trood Contracts does not introduce Specialists to Businesses, select Tasks for Specialists, or select Specialists for Businesses. Through the Site and Site Services, Specialists may be notified of Businesses that may be seeking the services they offer, and Businesses may be notified of Specialists that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Task, Businesses or Specialists on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Trood Contracts is not a party to that Service Contract.

You acknowledge, agree, and understand that Trood Contracts is not a party to the relationship or any dealings between Specialists and Businesses. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Specialists Services; and/or (e) paying for Specialists Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User. Trood Contracts does not make any representations about or guarantee the truth or accuracy of any Specialist's or Business' listings or other User Content on the Site; does not verify any feedback or information provided by Users about Specialists or Businesses; and does not perform background checks on or guarantee the work of Specialists or Businesses. You acknowledge, agree, and understand that Trood Contracts does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Tasks, Task terms or Work Product. Trood Contracts makes no representations about and does not guarantee, and you agree not to hold Trood Contracts responsible for, the quality, safety, or legality of Specialist Services; the qualifications, background, or identities of Users; the ability of Specialists to deliver Specialist Services; the ability of Businesses to pay for Specialist Services; User Content and statements or posts made by Users; or the ability or willingness of a Business or Specialist to actually complete a transaction. While Trood Contracts may provide certain badges on Specialist or Businesses profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Specialist or Businesses to complete a Service Contract and is not a guarantee of any kind, including, the quality of Specialist Services or Businesses Tasks.

You also acknowledge, agree, and understand that Specialists are solely responsible for determining, and have the sole right to determine, which Tasks to accept; the time, place, manner, and means of providing any Specialist Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Trood Contracts, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Trood Contracts will not have any liability or obligations, including under or related to Service Contracts and/or Specialist Services for any acts or omissions by you or other Users; (iii) Trood Contracts does not, in any way, supervise, direct, or control any Specialist or Specialist Services; does not impose quality standards or a deadline for completion of any Specialist Services; and does not dictate the performance, methods or process Specialist uses to perform services; (iv) Specialist is free to determine when and if to perform Specialist Services, including the days worked and time periods of work, and Trood Contracts does not set or have any control over Specialist's pricing, work hours, work schedules, or work location, nor is Trood Contracts involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Specialist for a Task; (v) Specialist will be paid at such times and amounts as agreed with a Business in a given Service Contract, and Trood Contracts does not, in any way, provide or guarantee Specialist a regular salary or any minimum, regular payment; (vi) Trood Contracts does not provide Specialist with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) Trood Contracts does not provide the premises at which Specialist will perform the work; (viii) unless otherwise agreed with their Client, Freelancers may use subcontractors or employees to perform Specialist Services by delegating work on fixed-price contracts or by agreeing with their Business to have hourly contracts for Freelancer's subcontractor(s) or employee(s); and (ix) Trood Contracts does not provide shipping services for any physical Work Product. If a Specialist uses subcontractors or employees, Specialist further agrees and acknowledges that this Section applies to Trood Contracts's relationship, if any, with Specialist's subcontractors and employees as well and Specialist is solely responsible for Specialist's subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable. Users are free at all times to engage in such other business activities and services and are encouraged to do so.


2.2 TAXES AND BENEFITS
Specialist acknowledges and agrees that Specialist is solely responsible (a) for all tax liability associated with payments received from Specialist's Business and through Trood Contracts, and that Trood Contracts will not withhold any taxes from payments to Specialist; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Specialist is not covered by or eligible for any insurance from Trood Contracts; (c) for determining whether Specialist is required by applicable law to issue any particular invoices for the Specialist Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Specialist Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Trood Contracts is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Trood Contracts of any such requirement and indemnifying Trood Contracts for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Trood Contracts, Specialist agrees to promptly cooperate with Trood Contracts and provide copies of Specialist's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Trood Contracts.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request Trood Contracts to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Specialists or Businesses voluntarily submit to Trood Contracts and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Trood Contracts; Trood Contracts provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Trood Contracts post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Trood Contracts on the Site or otherwise ("Composite Information"), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Trood Contracts will make Composite Information available to other Users, including composite or compiled feedback. Trood Contracts provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Trood Contracts does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Trood Contracts does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Trood Contracts is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Trood Contracts reserves the right (but is under no obligation) to remove posted feedback or information that, in Trood Contracts's sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Trood Contracts. You acknowledge and agree that you will notify Trood Contracts of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Trood Contracts may rely on the accuracy of such information.


3. CONTRACTUAL RELATIONSHIP BETWEEN BUSINESS AND SPECIALIST

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
3.1 SERVICE CONTRACTS
If a Business and Specialist decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Business and Specialist. Business and Specialist have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Trood Contracts is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Trood Contracts and any User or a partnership or joint venture between Trood Contracts and any User.

With respect to any Service Contract, Business and Specialist may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Trood Contracts's rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. Trood Contracts does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Trood Contracts expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.


3.2 DISPUTES AMONG USERS
For disputes arising between Business and Specialist, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Trood Contracts will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.

If Business and Specialist intends to obtain an order from any arbitrator or any court that might direct Trood Contracts, Trood Contracts Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Trood Contracts or Trood Contracts Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Trood Contracts or Trood Contracts Escrow, Trood Contracts be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.

To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User's written request, the party that received Confidential Information will promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.