[Terms of Use]

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”) Supaworks.com (“Supaworks.com,” “we,” or “us”) and our affiliates (“Supaworks.com’s Payment Processing Provider” and/or (“parent Company” ) and, to the extent expressly stated. Supaworks.com is a subsidiary for Sigma Engineering and Technology Ltd, registration number 11205001, VAT number 293629368 in England and Wales, United Kingdom. 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.Supaworks.com.com or any part of the rest of the Website (defined in the Website Terms of Use) or the Website Services (defined in the Website Terms of Use).
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Website Terms of Use; Fee Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Service Provider Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Supaworks.com App Software License Agreement; API Terms of Use; and the escrow payment system instructions as applicable to any Service Contract you enter into with another User or Service Provider, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Payment System Instructions; and Fixed-Price Escrow Payment System Instructions. This Agreement also incorporates, for any User using the Supaworks.com Direct Contract Service, Supaworks.com Direct Contract Terms and Direct Contract Escrow Payment System Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
Subject to the conditions set forth herein, Supaworks.com may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Website. Supaworks.com will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Website, providing notice on the Website, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Supaworks.com, Supaworks.com will provide at least 2 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”).
YOU UNDERSTAND THAT BY USING THE WEBSITE OR WEBSITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE WEBSITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE WEBSITE 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. SUPAWORKS.COM ACCOUNTS
1.1 REGISTRATION AND ACCEPTANCE
1.2 ACCOUNT ELIGIBILITY
1.3 ACCOUNT PROFILE
1.4 ACCOUNT TYPES
1.4.1 CUSTOMER ACCOUNT
1.4.2 SERVICE PROVIDER, MEMBER ACCOUNT
1.5 ACCOUNT PERMISSIONS
1.6 IDENTITY AND LOCATION VERIFICATION
1.7 USERNAMES AND PASSWORDS
2. PURPOSE OF SUPAWORKS.COM
2.1 RELATIONSHIP WITH SUPAWORKS.COM
2.2 TAXES AND BENEFITS
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
3. CONTRACTUAL RELATIONSHIP BETWEEN CUSTOMER AND
SERVICE PROVIDER
3.1 SERVICE CONTRACTS
3.2 DISPUTES AMONG USERS
3.3 CONFIDENTIAL INFORMATION
4. WORKER CLASSIFICATION AND SUPAWORKS.COM AGENCY SCHEME
4.1 WORKER CLASSIFICATION
4.2 SUPAWORKS.COM AGENCY SCHEME SERVICES
5. SUPAWORKS.COM FEES
5.1 FEES FOR SERVICE PROVIDERS
5.2 CUSTOMER FEES
5.3 VAT AND OTHER TAXES
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS/SERVICES
6. PAYMENT TERMS AND ESCROW PAYMENT SERVICES
6.1 ESCROW PAYMENT SERVICES
6.1.1 ESCROW PAYMENT SYSTEM INSTRUCTIONS
6.1.1 ESCROW ACCOUNTS
6.1.2 SERVICE PROVIDER APPOINTMENT OF SUPAWORKS.COM’S PAYMENT SERVICE PROVIDER AS AGENT
6.1.3 TITLE TO FUNDS
6.1.4 NO INTEREST
6.1.5 ESCROW AGENT DUTIES
6.1.5 ESCROW AGENT RIGHT
6.2 CUSTOMER PAYMENTS ON SERVICE CONTRACTS
6.3 DISBURSEMENTS TO SERVICE PROVIDERS ON SERVICE CONTRACTS
6.4 NON-PAYMENT
6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
6.6 PAYMENT METHODS
6.7 BRITISH POUNDS STERLING AND FOREIGN CURRENCY CONVERSION
7. NON-CIRCUMVENTION
7.1 MAKING PAYMENTS THROUGH SUPAWORKS.COM
7.2 OPTING OUT
8. RECORDS OF COMPLIANCE
9. WARRANTY DISCLAIMER
10. LIMITATION OF LIABILITY
11. RELEASE
12. INDEMNIFICATION
13. AGREEMENT TERM AND TERMINATION
13.1 TERMINATION
13.2 ACCOUNT DATA ON CLOSURE
13.3 SURVIVAL
14. DISPUTES BETWEEN YOU AND SUPAWORKS.COM
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
14.2 CHOICE OF LAW
14.3 INFORMAL DISPUTE RESOLUTION
14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED KINGDOM AND ITS TERRITORIES
14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
14.4.3. CLASS AND COLLECTIVE WAIVER
14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
14.4.5. ENFORCEMENT OF THIS ARBITRATION PROVISION.
15. GENERAL
15.1 ENTIRE AGREEMENT
15.2 MODIFICATIONS; WAIVER
15.3 ASSIGNABILITY
15.4 SEVERABILITY; INTERPRETATION
15.5 FORCE MAJEURE
15.6 PREVAILING LANGUAGE AND LOCATION
15.7 ACCESS OF THE WEBSITE OUTSIDE THE UNITED KINGDOM
15.8 CONSENT TO USE ELECTRONIC RECORDS
16. DEFINITIONS

1. SUPAWORKS.COM ACCOUNTS
Section 1 discusses what you must agree to before using the Website or Website Services and the different types of accounts that can be created on the Website, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Website or Website Services (an “Account”), by using the Website or Website 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 Website, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain parts of the Website and the Website Services, you must register for an Account. Subject to the Website Terms of Use, certain parts of the Website are available to Website Visitors, including those parts before your Account registration is accepted. Supaworks.com reserves the right to decline a registration to join Supaworks.com or to add an Account of any type (i.e., as a Customer or Service Provider), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to Supaworks.com and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.
1.2 ACCOUNT ELIGIBILITY
Supaworks.com offers the Website and Website Services for your business purposes only and for personal, household, or consumer use.
To register for a Service Provider Account or use the Website and Website 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 Website and Website 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 Service Provider 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.
To register for a Customer Account or use the Website and Website 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) or a legal citizen; (b) will use the Website and Website Services for personal purposes only; (c) will comply with any licensing, registration, or other requirements with respect to purchasing services that you request for and purchase, or the person/business for which you are representing, and the utilization of the services/products you are purchasing; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the adult age of majority in the jurisdiction in which you conducting the purchase) in each case who can form legally binding contracts.
1.3 ACCOUNT PROFILE
To register for a Service Provider Account to join the Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website 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.
To register for a Customer Account to join the Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website 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, you 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 Service Provider Account (defined below), you can add a Customer 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 Website or Website 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 CUSTOMER ACCOUNT

You can register for an Account or add an Account type to use the Website and Website Services as a Customer (a “Customer Account”).

1.4.2 SERVICE PROVIDER, MEMBER ACCOUNT
Service Provider: You can register for an Account or add an Account type to use the Website and Website Services as a Service Provider (a “Service Provider Account”).
Member: A specific type of Service Provider Account you can add is an “Member Account”, the owner of which is referred to as an “Member”. A Member Account allows permissions to be granted to Users under the Member Account which can be given different permissions to act on behalf of the Service Provider (each, a “Service Provider Member”).
You acknowledge and agree that the Service Provider is solely responsible, and assumes all liability, for: (a) the classification of your Members as employees or independent contractors; and (b) paying your Members in accordance with applicable law for work performed on behalf of the Service Provider for Projects, Works, Tasks and/or Services. You further acknowledge and agree that (i) the Service Provider may determine the Profile visibility and pricing/rate information of any of its Members; and (ii) Service Provider Members’