General Terms and Conditions for use of Cirro.io

These general terms and conditions govern the relationship between you, as a freelancer, and Test IO Inc. (hereinafter "Test IO") or you, as a customer, and Test IO, (together freelancer, customer, and Test IO shall be referred to as "party" or "parties") for your use of the services provided through Test IO's Cirro platform and shall be supplemented by the Test IO Specific Terms and Conditions for Testers. In its entirety, the contents of this document will hereinafter be referred to as the "T&Cs". Test IO's third-party Payment Vendor will hereinafter be referred to as the "Payor"

1. Freelancers. Test IO provides contractors the opportunity to work as "freelancers", each individually a "freelancer", by registering on Cirro and accepting engagements within any of the Test IO businesses made available for use on Cirro (ex: Test IO, Localize, EWORK, etc., all of which shall hereinafter be referred to as "subspaces"). Compensable services provided by the freelancer through the subspaces shall hereinafter be referred to as "Services".

   1. Test IO provides the freelancer the technical means to register an account on Cirro (https://community.cirro.io/users/sign_up) by creating a login ("account"), to enable Test IO to authenticate each freelancer, track applicable earnings and approve the completed Services for payment. Once a freelancer is authenticated by Test IO, the freelancer's earnings will be displayed within Cirro, and the freelancer will receive payment for successfully completing any Services pursuant to applicable terms and conditions associated with any subspaces. The freelancer is an independent contractor and not an employee or agent of Test IO.

2. Customers. Test IO provides their customers ("Customer") the opportunity to retain freelancers to provide the Services. In order to be an authorized Customer, the customer must receive an invitation from Test IO to create an account and must agree to the applicable terms and conditions for each subspace.

3. Use of the Services.

   1. Once a freelancer account is approved for use by Test IO, the freelancer will have the ability to create an offer to perform Services.

   2. These T&Cs are applicable to the contractual relationship between Test IO and the freelancer, or Test IO and the customer, and supersede all previous agreements on this topic, effective Jan 1, 2024.

   3. Test IO reserves the right to modify these T&Cs or any Supplemental Terms at any time. Any changes to these T&Cs can only be made in writing by Test IO, including but not limited to via emails, or text posted online and made available for the recipient to save and print. If the recipient does not agree to any updated terms or modifications of these T&Cs made by Test IO, the recipient shall immediately stop using the Cirro platform or any related subspaces and shall send an email to Test IO at [email protected].

   4. Side agreements made orally or otherwise have no legal validity absent express written agreement by Test IO.

   5. In order to be able to work as a freelancer, a user must go through a one-time process of setting up a free user account and having that account activated by Test IO. The freelancer must be at least eighteen years old to set up a user account.

   6. Test IO is not legally obligated to activate any user accounts, including a freelancer or a customer account.

   7. The freelancer is under no obligation to provide any services and can close their accounts at any time.

4. Account Activation.

   1. When setting up user accounts, the freelancer and the customer are obligated to provide the requested information completely, correctly, and in the appropriate format. Test IO reserves the right to make account activation, or continued activation, contingent upon the provision of suitable proof demonstrating the accuracy of the information given.

   2. The freelancer and customer are obligated to keep their user account information up-to-date, and to use the editing function to make any necessary changes to information in their account without delay. In case information cannot be updated within the interface, the change shall be requested by sending an email to [email protected]. Should Test IO be unable to contact the freelancer or customer as a result of their failure to update this information as necessary, Test IO accepts no liability for the situation.

   3. The freelancer and the customer are obligated to compensate Test IO for any damages it incurs as a result of the freelancer having provided false, inaccurate, or incomplete data.

   4. The freelancer and the customer must select a username and a password of their choice when setting up an account. Selected usernames must not violate any rights, especially third-party naming or trademark rights, and must not violate common decency. Passwords have to be kept secret and shall not be disclosed by freelancers to any third party.

   5. Registering user accounts for third parties is not permitted. Freelancers are also forbidden from maintaining multiple user accounts.

   6. Test IO will conduct an anti-money laundering, sanctions and terrorist watch list screening of the freelancer and customer in relation to restrictions and sanctions to satisfy Test IO's own compliance with applicable law. For this purpose, Test IO will check the freelancer and customer's information against official lists or use third parties to do so.

   7. Test IO reserves the right to delete any user account and/or terminate its contractual relationship with any party for any reason and at any time. In such cases, the freelancer will receive payment for any Services already completed and accepted by Test IO and the customer will be obligated to pay for any Services that have been received and completed by the freelancer. Any party may request to have their accounts deleted at any time by sending an email to [email protected]. Information and data subject to compulsory record retention regulations (e.g., invoices/credit vouchers) will only be deleted following expiry of the relevant retention period. All other data will be deleted at the time of the account's deletion.

   8. Accounts will only be activated for services processing after the freelancer successfully completes any introductory processes that may be required and communicated by Test IO. Time spent completing any introductory processes is not compensated. The freelancer will receive an invitation to any required introductory processes once the freelancer has successfully registered their user account.

   9. Once Test IO has activated a user account, Test IO, through any subspaces, may contact the freelancer under the email the freelancer has provided in order to solicit an offer for the performance of Services. This email will also contain a project description and constitutes only an "invitation to bid". The freelancer can use the reply function to send Test IO a quote for the performance of the services under the conditions specified in the project description. Test IO is under no obligation to accept these quotes; as such, Test IO's inquiry does not represent a legally binding offer.

   10. Once Test IO has activated a user account for a customer, the customer shall have the ability to use the platform to solicit offers for completing services.

5. Confidentiality. "Confidential Information" will mean confidential or other non-public proprietary information that is disclosed by either party to the other under this Agreement, including without limitation, information made available on the subspaces, software code and designs, hardware, product specifications and documentation, financial data, business, marketing and product plans, or technology.

   1. Obligations of Confidentiality. Each party agrees that it will hold in strict confidence and not disclose the Confidential Information of the other party to any third party and to use the Confidential Information of the other party for no purpose other than the purposes expressly permitted by this Agreement. Test IO and customers will only permit access to the other party's Confidential Information to those of its affiliates' employees, contractors and advisors having a need to know and who have signed or are bound by confidentiality obligations or agreements containing terms at least as restrictive as those contained in this Agreement. Freelancers shall be prohibited from sharing any Test IO or customer's Confidential Information with any third party.

      1. The freelancer agrees not to disclose any confidential information or materials belonging to a third party to Test IO in the course of performing any services, and understands Test IO prohibits the freelancer from using any third-party confidential information or materials in the performance of services for Test IO. Unless directed to do so by Test IO, while providing services, the freelancer will not use or incorporate any materials, technology or intellectual property created, developed or authored by anyone other than the freelancer. Under no circumstances shall the freelancer use or commercialize directly or indirectly any materials created in the course of the services.

      2. Each party will maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other party with at least the same degree of care as it uses to protect its own Confidential Information, but in no event with less than reasonable care.

      3. Additional Obligations of Freelancer. The freelancer undertakes to maintain confidentiality with respect to discoveries made and information shared with the freelancer in connection with the Services, especially but not limited to information Test IO shares with the freelancer in order to complete services, such as project descriptions, discoveries made in the course of services, the identity of or other information related to or owned by Test IO customers that the freelancer becomes privy to in the course of services, software or other programs subject to the Services or other tasks in connection with the services, or personal data of any type relating to any individual to which the freelancer may have access in the course of providing services, and the freelancer agrees not to store, record, edit or delete any such Confidential Information or use it, directly or indirectly, for any other purpose other than the provision of the services. The freelancer shall take all necessary action to prevent third parties from acquiring or commercializing such information. The freelancer undertakes not to pass Confidential Information, or any other information provided to it by Test IO or any Test IO customer that is related to any services on to third parties.

   2. Exclusions from Obligations. A party's obligations of confidentiality under this Agreement will not apply to information which such party can document the information (i) is in the public domain without the breach of any agreement or fiduciary duty or the violation of any law, (ii) was known to the party prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) is proven by contemporaneous records to be independently developed by the party prior to receiving such Confidential Information and without use or reference to the Confidential Information.

   3. Legally Required Disclosure. In the event either party is required to disclose, pursuant to a judicial order, a requirement of a governmental agency or by operation of law, any Confidential Information provided to it by the other party then such party will provide the other party written notice of any such requirement immediately after learning of any such requirement, and take commercially reasonable measures to avoid or limit disclosure under such requirements and to obtain confidential treatment or a protective order and allow the other party to participate in the proceeding. Any disclosure will be the minimum disclosure as recommended by a party's legal counsel and no disclosure will remove the obligations of confidentiality to any remaining Confidential Information nor permit any other disclosure of the Confidential Information in other circumstances.

   4. Injunctive Relief. Each party recognizes and acknowledges that any use or disclosure of the Confidential Information of the other party in a manner inconsistent with the provisions of this Agreement will cause the other party irreparable damage for which remedies at law may be inadequate. Accordingly, the non-breaching party will have the right to seek an immediate injunction in respect of any breach of these confidentiality obligations to obtain such relief. Notwithstanding the foregoing, this paragraph will not in any way limit the remedies in law or equity otherwise available to the non-breaching party.

   5. Return of Confidential Information. Upon written request by either party hereto, the other party will promptly return all documents and other tangible materials representing the requesting party's Confidential Information and all copies thereof, except for any archived materials that are required to be retained by law or that are not easily retrievable from secured archival systems, or records created in the ordinary course of business that are kept by a party and used only for contract compliance and enforcement purposes subject to continuing confidentiality.

6. WORK PRODUCT. With respect to all Services in relation to all subspaces, copyright or other intellectual property rights-protected deliverables resulting from the freelancer's work remain the exclusive property of Test IO.

   1. Work for Hire. More specifically, any and all works (whether final or in draft form), ideas, formulae, discoveries, processes, and any other inventions resulting from Services performed by freelancer and any respective derivatives thereof, that have been or will be prepared by the freelancer in connection with any Services (collectively, the "Work Products") shall be prepared, created or developed as, and shall be considered, "works made for hire" pursuant to the Copyright Act of 1976, as amended from time to time, for the benefit of Test IO. Accordingly, Test IO shall be considered the author and sole owner of any and all copyrights, patents, service marks, trademarks, trade secrets, all other intellectual property (including without limitation the source code and object code of any software application) and all other rights in and to the Work Products. The freelancer agrees to promptly disclose to Test IO all computer programs, documentation, software, and any other Work Products conceived, reduced to practice, or made by the freelancer, whether solely or with others, in any way related to the performance of services to Test IO. To the extent the Work Products or any portion or derivative thereof, are not deemed "works made for hire", the freelancer hereby grants, assign, transfers and conveys to Test IO all right, title, and interest in and to the Work Products, including without limitation all rights of paternity, integrity, attribution and withdrawal and any other rights known as, or substantially similar to, "moral rights" any and all copyrights, trademarks, trade secrets and all other intellectual property and other rights acquired by Test IO during the term of provision of services or thereafter. The freelancer hereby waives all moral rights in the Work Products and consents to any action that may be taken with respect to such moral rights, by or authorized by Test IO.

      1. Test IO retains the rights to reproduce, distribute, lease, edit or restructure Work Products; the rights to show Work Products in public or make them publicly available; and all other legally protected forms of usage. It also reserves the right to grant additional usage rights, transfer usage rights to others, or modify work titles or copyright designations, without obtaining the freelancer's further permission.

   2. Preservation of Rights. The freelancer furthermore agrees to assist Test IO and its nominee, successors, or assigns, upon request, during and following the provision of services, in performing all lawful acts, as deemed necessary or advisable by Test IO, to effect such rights. If Test IO is unable for any reason to secure the freelancer's signature in this regard, then the freelancer hereby designates and appoints Test IO and its officers and agents as freelancer's agent and attorney in fact to, on the freelancer's behalf, execute and file any papers and complete any other lawful acts with respect to the Work Products with the same force and effect as if executed or completed directly by the freelancer. The freelancer understands and agrees that by performing services for Test IO, the freelancer shall have no claim of ownership nor any other right whatsoever to the Work Products or any other works arising from or relating to the freelancer's performance of the services and further agrees that the fees paid to the freelancer in connection for the services is good and valuable consideration for the services.

   3. Open Source. In the event a Work Product may be governed by an Open Source Software license, the decision if and when to make the Work Product available to the public or to make available all or any portion of the Work Product to any Open Source Software development site or organization (an "Open Source Project") will be in Test IO's sole discretion. If Test IO elects or is required by license to make the Work Product available to the public, it will do so under the required Open Source Software licenses, if any, and at a time of its choosing (in compliance with such licenses). Unless otherwise provided for in the Testing T&Cs may not, without Test IO's prior written authorization, make any contribution containing any Test IO or customer's intellectual property, including the Work Product, to any Open Source Project. For purposes of this provision, "Open Source Software" means any software, programming, or other intellectual property that is subject to (i) the GNU General Public License, GNU Library General Public License, Artistic License, BSD license, Mozilla Public License, or any similar license, including, but not limited to, those licenses listed at www.opensource.org/licenses or (ii) any agreement with terms requiring any intellectual property owned or licensed by Test IO or customer to be (i) disclosed or distributed in source code or object code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable.

7. Warranties.

   1. The freelancer represents and warrants that the freelancer has the experience and abilities necessary to perform all required services and that the services, deliverables, and any Work Product will be provided in a timely, professional and workmanlike manner with the degree of care and expertise as is standard for the provision of such services in accordance with best industry practices.

   2. All parties represent and warrants that as of the date of execution of these T&Cs, each party has the right to enter into and fully perform these T&Cs or any other supplemental Test IO T&Cs, and each party performance of the services hereunder will not violate any law, rule, or regulation applicable to a service provider or any contract with any third party.

   3. Customer represents and warrants that any offering furnished to Test IO will not, in any way, infringe upon any copyright, patent, trademark or any trade secret of any third party.

   4. The freelancer represents and warrants that any testing services or related deliverables or Work Product will not, in any way, infringe upon any copyright, patent, trademark or any trade secret of any third party.

   5. The freelancer represents and warrants that none of the work the freelancer creates for Test IO in the course of services contains illegal content, especially content that violates the ownership, personality, or other intellectual property rights of any third party, or content that is criminally relevant in any way. The freelancer is obligated to reimburse any expenses justifiably incurred by Test IO through third parties as a result of objections to content created by the freelancer. However, this does not apply if the freelancer is not liable for the legal violation. It is hereby expressly noted that Test IO may check the freelancer's work as a quality assurance measure, in particular for copyright-related violations.

   6. Unless directed to do so by Test IO, while providing services, the freelancer will not use or incorporate any materials, technology or intellectual property created, developed or authored by anyone other than the freelancer.

   7. The freelancer gives Test IO consent to transfer the rights in Work Product in whole or in part to third parties or to grant third parties simple or exclusive rights of use.

   8. The freelancer waives its right to designation of authorship and is not entitled to retain copies or originals of its Work Product and Test IO accepts this waiver.

   9. The freelancer and customer represent and warrants that they shall implement all industry standard practices and security procedures necessary to avoid and prevent the insertion of any malware, viruses or trojan horses, in any of the services, platform or subspaces.

   10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE T&CS, TEST IO SERVICES, PLATFORM OR SUBSPACES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TEST IO AND ITS AFFILAITES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE T&CS (INCLUDING ANY SUPPLEMENTAL TERMS, WHERE APPLICABLE), INCLUDING ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKE NO RESPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE TEST IO SERVICES OR ANY TEST IO PLATFORM OR SUBSPACE REQUESTED BY FREELANCER OR CUSTOMER THROUGH THE USE OF THE TEST IO SERVICES, OR THAT THE TEST IO SERVICES, PLATFORM OR SUBSPACES WILL BE UNINTERRUPTED, ERROR FREE, COMPLETELY SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. THE TEST IO SERVICES, PLATFORM OR SUBSPACES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TEST IO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. EACH PARTY ACKNOWLEDGES THAT IT HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THESE T&CS OR SUPPLEMENTAL TERMS.

8. Indemnity.

   1. The freelancer will indemnify, defend and hold harmless Test IO and its affiliates and their respective directors, officers, shareholders, employees, agents, successors and assigns, from and against any and all losses, costs, damages, liabilities, claims or expenses (including, without limitation, attorneys' fees) arising out of (i) any breach of any covenant, representation or warranty herein by the freelancer; or any (ii) wrongful or negligent act or omission by the freelancer related to the services provided pursuant to these T&Cs or any supplemental Test IO T&Cs.

9. Independent Contractor.

   1. Not an Employee. The freelancer relationship with Test IO will be that of an independent contractor and not that of an employee. The freelancer will not be eligible for any employee benefits of Test IO.

   2. Taxes. To the extent permitted by law, Test IO will not make deductions from payments made to freelancers for taxes. All applicable taxes, including but not limited to income taxes, sales taxes, value added taxes, or other such taxes, wherever in the world the obligation to pay such taxes arises, shall be freelancer and/or, separately, customer's sole responsibility.

   3. No Power to Bind. The freelancer nor customer will have the authority to enter into contracts that bind Test IO or create obligations on the part of Test IO without prior written authorization with Test IO.

10. Term and Termination. These T&Cs shall commence on Jan 1, 2024, upon acceptance of the terms and conditions by freelancer or customer and shall continue unless terminated by one of the following:

    1. Termination without Cause. These T&Cs may be terminated by Test IO for any reason or no reason upon thirty (30) days prior written notice of such termination to the freelancer or immediately if the customer terminates its agreement with Test IO. Notwithstanding the foregoing, Test IO may instruct the freelancer to pause work on any gig or project at any time. Test IO shall not incur any liability for fees or expenses incurred by the freelancer following a pause in the services unless Test IO instructs freelancer to resume work and/or customer agrees to any fees for work performed by freelancer during such downtime. The freelancer may terminate these T&Cs for convenience by not accepting any new gigs or new projects.

    2. Termination for Cause. Either party may terminate these T&Cs and/or any gigs under the Tester T&Cs, immediately, upon written notice for Cause. For purposes of these T&Cs, "Cause" shall mean (i) a material breach by the other Party of any provision of these T&Cs; (ii) Test IO's termination of the business with the customer or the; (iii) voluntary or involuntary filing of a bankruptcy petition or a similar proceeding under state law with respect to the other party; or (iv) the customer or the other party's becoming insolvent or making any written assignment for the benefit of creditors; or (v) Test IO, in its sole and reasonable discretion determines that the freelancer's Work Product does not substantially meet the work specifications or the delivery times specified in the applicable testing gig or project and the freelancer does not remedy the breach or failure promptly or within the agreed upon resolution period. Unless otherwise agreed to, the defaulting Party shall have thirty (30) days to cure such breach (if legally applicable) after written notice thereof from the non-defaulting party, and if the breach is not cured within such thirty (30) day period, these T&Cs or any testing gig may be immediately terminated by the nonbreaching party with written notice to the breaching party. Termination of these T&Cs or any Testing T&Cs or testing gigs for Cause shall not limit Test IO's rights or remedies under applicable law.

    3. Actions upon Termination. Upon termination of these T&Cs or Testing T&Cs, freelancer shall cease performing services as of the date of termination. Within sixty (60) days of the expiration or termination of these T&Cs for any reason other than termination for Cause by Test IO, the freelancer will submit to Test IO an itemized invoice as describing any completed testing gigs prior to such expiration or termination for which the freelancer has not previously submitted an invoice. Upon payment of such amounts, Test IO shall have no further liability or obligation to freelancer whatsoever for any further fees, expenses or other payment. In the event that Test IO terminates these T&Cs for Cause, Test IO shall have no further liability or obligation to the freelancer or customer whatsoever for any further fees, expenses or other payment. In no event shall Test IO be liable to the freelancer for any undisputed invoices submitted more than sixty (60) days after the expiration or termination of any completed and accepted testing gig.

11. Payment and Additional Obligations or Requirements.

    1. To receive payments from Test IO, the freelancer must first provide a completed W8 or W9 Form to Test IO, depending on the country from which they work. Required forms are provided by the Payor and embedded in "Cirro", where the freelancer must fill them in. Information is stored on the Payor side and can be transmitted between them and Cirro as needed. Assuming the required tax form has been completed in the "Cirro" interface as well as complete payout details and payment information has been provided, then no later than two weeks after the freelancer's completed work for any Services is deemed accepted by Test IO, the corresponding credit voucher shall be issued to the freelancer's account as per the payment conditions specified in the job description. No interest is paid on the credit vouchers. Upon the freelancer redeeming the credit voucher in "Cirro", payment information will be transmitted to the Payor and payments will be made to the freelancer through it. Please note the Payor is a third-party payments site, and the freelancer must agree with and comply with any terms and conditions of that site in order to receive payments on the site.

    2. Freelancers may check the status of their credit vouchers at any time in their Cirro user account. After a freelancer's account has been activated by Test IO, and between the 11th (or the next business day) up to and including the 19th day of any given month until 12 AM CET, the freelancer may press the payment button to have his or her credit vouchers be paid out in the Payor platform, provided that they total at least $25.00. Remittance shall take place immediately after the 20th day of the month has passed. Should the 20th of any given month fall on a Saturday, Sunday, or holiday, remittance shall take place within the following five business days. Credit which is not paid out shall remain in the user's account until remitted, or until the user account is closed for any reason. Test IO is under no obligation to pay freelancers where doing so would violate any applicable laws.

    3. The freelancer shall be responsible for all costs incurred by Test IO as a result of the freelancer having provided payment information which is incorrect or out-of-date. In such event, any such costs may be deducted from any credit vouchers owed to the freelancer, or be sought to be recovered directly from the freelancer, at Test IO's discretion.

    4. The freelancer acknowledges and agrees that Test IO shall be authorized to retain, process and use data it receives from the freelancer, and data gathered in context of completing Test IO job orders, to the extent that such data usage is necessary to ensure that job orders can be completed and contractual obligations fulfilled without difficulty.

    5. The freelancer agrees that Test IO may demand a contractual penalty of up to $1,000.00 for each individual violation of the confidentiality obligation arising from these T&Cs. Payment of the contractual penalty does not exclude Test IO from exercising its right to demand that the freelancer cease and desist such violation, nor from demanding compensation for demonstrable damages above and beyond this penalty amount. The contractual penalty payment shall be applied toward any potential claims for damages by Test IO.

    6. Any online briefings and conferences (e.g., over Skype or Webex) or other communications on any medium related to the Services must not be shared with any third parties. Invitations to the freelancer are solely for the freelancer's attendance and the freelancer has the obligation to ensure no unauthorized individual can hear any such content. The freelancer is not permitted to record such conversations.

    7. Should the freelancer or customer detect an actual or potential violation of the confidentiality obligations in these T&Cs which the freelancer is responsible for (e.g., misplaced login information, information having been used by others), the incident is to be reported to Test IO immediately via email to [email protected].

    8. All information in physical form provided by Test IO to the freelancer remains the property of Test IO. Such information, including any duplicates made by the recipient, is to be returned or destroyed immediately at Test IO's request. In particular, information on data media is to be deleted if the nature of the format makes it impossible to return that information. The freelancer waives any rights of retention as regards such information.

    9. All parties agrees to comply with the Code of Conduct for Suppliers of the EPAM Group, which can be found at the following URL: https://www.epam.com/about/who-we-are/ethics-and-compliance, and with all other applicable laws in the course of providing services, including without limitation all applicable laws governing data privacy.

    10. The contractual relationship between the parties is governed exclusively by the laws of the State of Delaware, of the United States of America. The contractual language is English.

    11. Please contact Test IO at [email protected] for any contract-related questions.

    12. To the extent legally permissible, any controversy or claim arising out of or relating to the relationship between the freelancer and Test IO, services provided by the freelancer, payments due by Test IO, or otherwise related to these T&Cs, including without limitation any breach thereof, between the freelancer and Test IO (other than injunctive relief as specified herein), shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, to take place in the Commonwealth of Pennsylvania. Unless the freelancer or customer and Test IO otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, private attorneys general, consolidated, or representative proceeding. The parties shall choose arbitrator(s) experienced in the subject-matter and law of the underlying dispute within 30 days of instituting the arbitration; otherwise the AAA shall choose the arbitrator(s). There shall be one arbitrator for any claim or set of claims that in the aggregate total(s) less than $100,000; otherwise there shall be three arbitrators. Any arbitral award may be entered and enforced in any court of competent jurisdiction and the prevailing party shall be entitled to recover reasonable attorneys' fees and court/arbitration costs from the losing party. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, application, or enforceability of this arbitration provision. Only claims for injunctive relief and claims that cannot lawfully be compelled to arbitration are excluded from this provision. By accepting these T&Cs, the freelancer UNDERSTANDS AND AGREES THAT EXCEPT WITH RESPECT TO INJUNCTIVE RELIEF, THE COMPANY AND THE FREELANCER WAIVE ANY RIGHT TO A JUDGE OR JURY TRIAL ON ANY DISPUTE AND ALSO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

    13. Any claim for injunctive relief shall be brought in a court of competent jurisdiction over Newtown, PA, with the freelancer and Test IO agreeing hereby to this venue by acceptance of the T&Cs.

    14. Should any individual provisions of these T&Cs be invalid as determined by an arbitrator or court of competent jurisdiction, the offending text shall be modified or severed, and shall have no effect on the validity of the remaining provisions.

    15. Assignment. Test IO and the customer may assign these T&Cs as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or business to which these T&CS relates. The freelancer may not otherwise assign its rights or obligations under these T&CS or any supplemental Test IO T&Cs, either in whole or in part without the prior written consent of Test IO, and any attempted assignment or delegation without such consent will be void.

    16. Force Majeure. Other than for payment of money, a party will be excused from any delay or failure in performance hereunder due to any labor dispute, government requirement, act of God, or any other cause beyond its control. Such party will use commercially reasonable efforts to cure any such failure or delay in performance arising from such a condition, and will timely advise the other party of such efforts. If such delay continues for more than thirty (30) days, the performing party may, upon not less than ten (10) days prior written notice to the non-performing party, terminate this Agreement.

    17. Survival of Obligations. The provisions of warranties, confidentiality, and account authorization shall survive expiration or termination of these T&Cs.

General terms and conditions for freelancers working for Test IO Inc., 41 University Dr. #202, Newtown, PA 18940. Version: November 22, 2023