1. SERVICES

Service Provider shall perform Services in a professional and workmanlike manner, and shall timely deliver any agreed-upon Work Product.

2. AGENCY

Work performed on Hourly-Rate Contracts under a Service Provider’s profile must be performed by the Service Provider represented in such contract.  If the Service Provider wishes to subcontract with third-parties to perform Services on behalf of the Service Provider on Hourly-Rate Contracts, the Service Provider must do so as an Agency.  Service Provider and Agency agree and acknowledge that Agency’s employees or contract personnel are not employees of IP Nexus or Service Buyer.  Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of, and related to, Agency’s employees or contract personnel, and has the sole and exclusive right to supervise and control them.  Agency acknowledges and agrees that neither it, nor any of its employees or agents, shall have any claim under this Service Contract for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits of any kind, from IP Nexus or Service Buyer.  Service Provider shall indemnify, hold harmless, and defend IP Nexus and Service Buyer from any claims or damages resulting from Agency’s violation of these terms.

3. SERVICE BUYER PAYMENTS AND BILLING

Service Buyer shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts), or for the approved project (under Fixed-Price Contracts) to IP Nexus, and Service Buyer will have no obligation of payment to Service Provider.  Service Provider agrees that it will be paid solely by IP Nexus, and that Service Provider will not have any recourse against Service Buyer if Service Provider is not paid by IP Nexus.  For Hourly-Rate Contracts, Service Buyer will be billed for hourly Service Provider fees on a weekly basis.  For payments under Fixed-Price Contracts, Service Buyer will be billed immediately upon entering a Service Contract.

4. TERMINATION OF A SERVICE CONTRACT

Under Hourly-Rate Contracts, either party may terminate the Service Contract at any time and for any reason; provided, however, that Service Buyer remains obligated to pay for any time the Service Provider worked prior to termination.  For Fixed-Price Contracts, Service Buyer may terminate at any time but may not recover any payments made prior to termination.  A Service Provider may terminate a Fixed-Price Contract at any time if no payment has been made.  If any payment has been made on a Fixed Price Contract, the Service Provider may terminate only with the Service Buyer’s consent or after all payments have been refunded.

5. SERVICE BUYER DELIVERABLES

Service Buyer grants Service Provider a limited, non-exclusive, revocable (at any time, at Service Buyer’s sole discretion) right to use the Service Buyer Deliverables as necessary for the performance of the Services.  Service Buyer reserves all other rights and interest in and to the Service Buyer Deliverables.  Upon completion or termination of the Service Contract, or upon written request by the Service Buyer, Service Provider shall immediately return all Service Buyer Deliverables to the Service Buyer and shall purge all copies of Service Buyer Deliverables and Work Product contained in or on Service Provider’s premises, systems, or any other equipment otherwise under Service Provider’s control.  Within ten (10) days of Service Buyer’s request, Service Provider agrees to provide written certification to Service Buyer that all Service Buyer Deliverables have been returned or destroyed and purged.

6. WORK PRODUCT

Proprietary Rights in Work Product shall be owned by Service Provider until payment has been made by Service Buyer, at which time Service Provider will be deemed to have assigned all Proprietary Rights in such Work Product to Service Buyer.  If Service Buyer does not pay in full, Service Provider may terminate the Service Contract by refunding any partial payment, and after such refund Service Provider will retain Proprietary Rights in Work Product.  To the extent that, under applicable law, Proprietary Rights cannot be assigned, Service Provider hereby irrevocably agrees to grant, and hereby grants, to Service Buyer an exclusive (excluding also Service Provider), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered.  To the extent such license grant is not fully valid, effective, or enforceable under applicable law, Service Provider hereby irrevocably agrees to grant, and hereby grants, to Service Buyer, such rights as Service Buyer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership.  In order to ensure that Service Buyer will be able to acquire, perfect and use such Proprietary Rights, Service Provider will:

a. transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Service Buyer, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it;

b. sign any documents at Service Buyer’s request to assist Service Buyer in the documentation, perfection, and enforcement of its rights; and

c. provide Service Buyer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries.  In the case that under applicable law, Service Provider retains any Moral Rights or other inalienable rights to Work Product or Confidential Information under this Service Contract, Service Provider irrevocably agrees to waive, and hereby waives, all such rights.  To the extent Service Provider cannot waive such rights, Service Provider agrees not to exercise such rights until Service Provider has provided prior written notice to Service Buyer and then only in accordance with any reasonable instructions that Service Buyer issues in the interest of protecting its rights.  Service Provider’s obligations under this Section will continue even after Service Provider deregisters from or ceases use of the IP Nexus platform.  Service Provider appoints Service Buyer as Service Provider’s attorney-in-fact to execute documents on Service Provider’s behalf for the purposes set forth in this Section.

7. PRE-EXISTING INTELLECTUAL PROPERTY IN WORK PRODUCT

Service Provider shall ensure that no Work Product created or delivered by Service Provider includes any Pre-existing IP, unless Service Provider has obtained written consent from Service Buyer to the inclusion of such Pre-existing IP in the Work Product.  Service Provider acknowledges that, without limiting any other remedies, Service Provider shall not be entitled to payment for, and shall refund to Service Buyer any payments made by Service Buyer to Service Provider for, any Services performed on a Service Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section.

8. WORKER CLASSIFICATION

Service Buyer assumes all liability for proper classification of Service Providers as independent contractors or employees based on applicable legal guidelines.  A Service Contract does not create a partnership or agency relationship between Service Buyer and Service Provider.  Service Provider does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Service Buyer.

Service Provider and Service Buyer acknowledge that IP Nexus does not, in any way, supervise, direct, or control Service Provider’s work or Services performed in any manner; that IP Nexus does not set Service Provider’s work hours and location of work; and that IP Nexus is not involved in determining whether the compensation will be set at an hourly or fixed rate or in setting the particular rate for a Service Contract.  IP Nexus will not provide Service Provider with training or any equipment, labor, or materials needed for a particular Service Contract. IP Nexus will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee.  Service Buyer and Service Provider will be solely responsible for all tax returns and payments required to be filed with or made to any national, federal, state, or local tax authority, in any nation, with respect to Service Provider’s performance of Services.

Service Contracts are classified as independent contractor relationships, and Service Buyer may not require an exclusive relationship between Service Buyer and Service Provider.  A Service Provider is an independent contractor, free at all times to provide Services to persons or businesses other than Service Buyer, including any competitor of Service Buyer.

Service Buyer and Service Provider agree to indemnify, hold harmless, and defend IP Nexus from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Service Provider was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Service Provider was misclassified (including, but not limited to, taxes, penalties, interest, and attorneys’ fees), any claim that IP Nexus was an employer or joint employer of Service Provider, any claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, and any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

9. AUDIT RIGHTS

Service Buyer and Service Provider shall each:

a. Create and maintain records to document satisfaction of its obligations under this Policy, the Site Terms, and any applicable Service Contract, including without limitation its payment obligations and compliance with tax laws; and

b. Provide copies of such records to IP Nexus upon request. IP Nexus, or its advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Service Provider’s operations and records to confirm compliance.  Nothing in this provision should be construed as providing IP Nexus with the right or obligation to supervise or monitor the actual Services performed by Service Provider.

9. DEFINITIONS

“Moral Rights” means any right of paternity, integrity, disclosure, and withdrawal, and any other right that may be known as or referred as a moral right.

“Pre-Existing IP” means pre-existing software, technology, or other intellectual property, whether such pre-existing intellectual property is owned by Service Provider or by a third party including, without limitation, code written by proprietary software companies or developers in the open source community.

“Proprietary Rights” means any and all right, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

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