Workerbee Customer Terms and Conditions

Last updated on March 4, 2025

1.     AGREEMENT

This agreement, including any exhibits, schedules, and attachments (collectively the “Agreement”), is between Customer’s company or organization (“Customer”) and Agilea Solutions, Inc., a Nevada corporation with a business division entitled Workerbee (“Workerbee”). Workerbee and its affiliates operate internet-based interactive job posting and specialist matching services portals on (i) myworkerbee.com, and (ii) any “Workerbee” branded and/or owned sites (collectively, the “Sites”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by Workerbee to Customer and described in the online Work Order submitted by Customer (“Work Order”). The Work Order is subject to the terms and conditions of the Agreement and is made a part of this Agreement.

It is Customer’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications and incorporated hyperlinks. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF CUSTOMER HAD SIGNED THIS AGREEMENT.

2.     DEFINITIONS

• Workerbee Sites. Workerbee Sites are defined as any Web sites under Workerbee’s control, whether partial or otherwise (including, without limitation, myworkerbee.com, and the Web site from which these terms of use were accessed from) and include the Workerbee Services (“Sites”).

• Workerbee Services. Workerbee Services are defined as the applications and services offered by Workerbee, including an on-line service to submit work orders and search for Specialists and hiring opportunities and any mobile application or other interface that allows Customer to access such application (collectively, “Workerbee Services”).

• Workerbee Approved Specialist. Workerbee Approved Specialists for purposes of this Agreement are defined as those independent contractor Specialist companies approved by Workerbee, utilizing the Workerbee Sites and Services to create an individual Specialist company profile containing personal information (“Profiles”) for the purpose of offering their Specialist Services (“Specialist”) to Customers. All Specialists are independent third-party contractors and are not employees, agents, or representatives of Workerbee. All Specialists are issued an annual IRS 1099 form (or its equivalent) for reporting payments made to the Specialist through Workerbee’s trusted third-party payment vendor Stripe.com.

• The Workerbee Sites also allow users, including prospective Specialists, prospective Customers, and other approved users (“Users”) to access the Workerbee Sites and Services.

• For the purpose of this Agreement, a Specialist is any individual specialist (independent contractor) or any Agency team member (specialist, administrative user or resource manager), who has a Specialist Profile, has the correct skillset and has been vetted by Workerbee to deliver specialist services to the Customer.

3.     TERM AND TERMINATION

The term (“Term”) of this Agreement will begin on the date the Work Order is submitted to Workerbee (the “Effective Date”) and will end upon the later of (i) the expiration of one year from the Effective Date, or (ii) the expiration of the latest duration for Services set forth in the Work Order

This Agreement may not be terminated by either party, except as specifically set forth in this Agreement. If Customer breaches any provision of this Agreement or any Site’s terms of use, Workerbee may immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately remove any job inquires or postings that violate a Site’s terms of use. If Customer’s breach is capable of being cured, Customer will have ten (10) days to cure such breach to Workerbee’s reasonable satisfaction in order to have passwords and access codes restored. If such breach is incapable of being cured or is not cured by Customer within the ten (10) day period, Workerbee may: (a) terminate this Agreement without refund of any Fees paid and/or (b) pursue all other available remedies to enforce this Agreement and obtain payment of Fees (as defined below) due.  Either party may immediately terminate this Agreement if the other party (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of it or its assets, (ii) makes a general assignment for the benefit of creditors, or (iii) has a petition seeking bankruptcy, reorganization or similar relief filed against it (which, if involuntary, is not stayed or dismissed within ninety (90) days of filing). Customer may terminate this Agreement if Workerbee materially breaches this Agreement which breach is not cured within ten (10) days after receipt of written notice thereof.

4.     PAYMENT

All amounts payable by Customer for the Services (“Fees”) are due and pre-paid either immediately in full or in Workerbee offered installments by credit card, bank transfer or ACHCustomer will be responsible for the payment of any present or future sales, use, excise, or other similar tax (excluding taxes based on Workerbee’s net income) applicable to the Services. Customer agrees that the Fees are based on the Specialist performing the work remotely. If travel to a Customer site is required, travel must be agreed upon and approved by the Customer and Specialist. Travel will be in conformance with Customer travel policies and Workerbee will invoice Customer for all travel-related expenses submitted by the Specialist at the conclusion of travel.

When an order is terminated, payment and refunds will be processed as follows depending on the status of the order and services provided:

• If Customer cancels a Work Order before the Order start date, a full refund will be issued to the Customer.
• If Customer is not satisfied during the Work Order’s 7-day money back period with the first and with any replacement Specialist sourced by Workerbee, a full refund will be issued to Customer. The 7-day money back period for each Work Order is defined as a risk-free period of seven (7) calendar days with the initial Specialist and a risk-free period of seven (7) calendar days with any replacement Specialist (collectively referred to as the “Trial Period”). If Customer is not satisfied with the initial Specialist’s performance during the first 7 days of service, Customer may request the services of a replacement Specialist with another risk-free period of seven (7) day applicable to the services of the replacement Specialist or seek a full refund.
• If Customer challenges any portion of a Specialist Services included in the Billings submitted after the 7-day money back period, Workerbee will facilitate the conversation between both parties to reach an agreement. If Customer and Specialist do not reach an agreement regarding the challenged time, then Workerbee in its sole discretion will calculate the number of scheduled hours for the challenged and/or unpaid billings periods and split the difference between Customer and Specialist. Customer will be entitled to a refund or credit of 50% and Specialist will be entitled to a payment of other 50% minus Workerbee’s applicable Fees.

If Customer requests credit and Workerbee cannot authenticate Customer’s identity, then Customer authorizes Workerbee to obtain information regarding Customer from trade and bank references, external credit reporting sources, consumer credit agencies and other credit sources as may be reasonably necessary.

5.     SPECIALIST’S SERVICES

a.     Customer Work Orders

If set forth in the Work Order, Workerbee will permit Customer to access and use the Workerbee Sites and Services (i) for the duration specified in the Work Order, and (ii) on the Sites specifically identified in the Work Order in accordance with the terms of this Agreement and each Site’s terms of use.

Each Work Order submitted hereunder during the Term will be active for a maximum of the duration as set forth in the Work Order and subject to the terms and conditions of this Agreement, even if the scheduled duration of such Work Order extends beyond the expiration of the Term.

b.    Buying Specialist Services from a Specialist

During the effective dates of any Work Order with the Customer and Workerbee, Customer may buy the services of any Workerbee Approved Specialist offered through Workerbee’s Sites and Services (“Specialist Services”), subject to the payment and other terms set forth in the online Work Order form. Customer understands and agrees that each Specialist offered through Workerbee is a third-party independent contractor company, providing its services directly to the Customer, and is not an employee, officer, partner, agent, or representative of Workerbee. No Specialist is authorized to legally bind Workerbee or its owners, members, directors, officers, employees, agents, or representatives on any contractual matter or to otherwise act on its behalf or subject to its control. Workerbee does not manage, mentor, oversee or control in any fashion the services of the Specialist companies and their representatives being offered through the Workerbee Sites and Services. As a part of its Services, Workerbee undertakes a reasonable vetting process for every Specialist prior to being selected to be a Workerbee Specialist. In addition to Workerbee’s vetting process, Customer should, to the extent it deems appropriate, use its own on-boarding process when evaluating each Specialist from whom it seeks to buy Specialist Services. If the Customer discovers prior to or during any work assignment and reasonably believes that any portion of the Specialist Content is false, misleading, contains a material omission or is inaccurate in some material aspect, the Customer is responsible to immediately notify Workerbee of such concerns. Depending upon its findings, Workerbee may remove the Specialist and provide another Specialist for the Customer or provide the Customer with a full or partial refund of fees previously paid for services rendered by that Specialist.

Any false/misleading content from a specialist is to be sent via an email with Attn: Legal Council to support@myworkerbee.com.

c.     Limited Money Back Guarantee for Customer Work Orders

Every Work Order has a limited money back guarantee of a 7-calendar day risk-free change of Specialist/ cancellation policy applicable to every Customer’s hire, see Section 4 above for details.

d.    Work Order Process through Billings

Workerbee provides escrow-like behavior through automated payouts. Escrow has a precise legal definition and Workerbee is not an Escrow Agent and doesn’t support escrow accounts. The following is how our automated payouts work.

For each weekly period of placement, Specialist agrees to submit weekly billings to Workerbee by the end of day (“EOD”) Friday of the week worked setting forth the number of hours worked during the week just completed. Workerbee will promptly forward Specialist’s weekly billings to Specialist’s Customer for approval for payment. For each set of Billings submitted by Specialist, Specialist’s Customer shall have seven (7) calendar days (Billings Approval Period) to review and approve or challenge in whole or in part the Specialist’s Services submitted billings. Weekly billings will auto-approve if Customer doesn’t act during the Billing approval Period. Customer’s Billings Approval Period starts immediately after receiving the Specialist’s billings. If Specialist submits its billings late, the approval and payment or challenge period by Specialist’s Customer will likewise be delayed.

If Specialist’s time is approved for payment by Specialist’s Customer, then Workerbee will release the payment to Specialist within the agreed upon payment terms following the billings approval time.

If any portion or all of Specialist’s Services are challenged by Specialist’s Customer then a seven (7) calendar day Billings Challenge Period shall commence. During the Billings Challenge Period, Workerbee will facilitate the conversation for Specialist and Specialist’s Customer to reach an agreement on the number of hours of Specialist Services provided during the challenged billings period/s. 

If an agreement is reached, updated billings are to be submitted by Specialist and Specialist’s Customer to approve the re-submitted billings within the Billings Challenge Period.

If no agreement is reached (no updated billings submitted and approved) between Specialist and Specialist’s Customer by the end of the Billings Challenge Period, then the order will be terminated immediately. 

When an order is terminated, payment will be processed in accordance with Section 4 above.

e.     Use of Workerbee Specialists and Agency Profiles

Customer shall use the Workerbee Sites and Services and Workerbee Specialist and Agency Profiles as provided in these Terms and Conditions, in any contract Customer has with Workerbee, and  in accordance with the following:

• Customer may only use the Workerbee Sites and Services to identify candidates for contract opportunities and make initial contact with such candidates.

• Customer may not use the Workerbee Specialist Profiles as a factor in determining any Specialist eligibility for employment, retention, or promotion except as permitted under Section 6 of this Agreement.

• Customer may not review the Workerbee Specialist Profiles of persons hired by Customer or persons who have already expressed interest in employment with Customer outside of the Workerbee Sites and Services.
• Customer is expressly prohibited from circumventing the Terms and Conditions of this Agreement, including the Workerbee Legal Disclaimer and General Terms of Use the Workerbee Platform, its Products and its Services. by directly or indirectly using any of the Workerbee Specialist Profile or the Workerbee Agency Profile Information or other Workerbee proprietary, business or confidential information or Workerbee’s intellectual property (IP) to procure services of a Specialist or Agency listed with Workerbee except through the Workerbee Platform, its Products and Services, without Workerbee’s prior written consent, which consent may in Workerbee’s sole discretion be withheld.

6.     NON-SOLICITATION OF SPECIALISTS

Without the prior written consent of Workerbee, Customer shall not, except through the Workerbee Site and Services, solicit, offer to hire or hire as a consultant, independent contractor, service provider or otherwise as a 1099 service provider any Specialist, Specialist Company or Agency whom Customer has contracted through Workerbee website during the Term of this Agreement and for twelve (12) months thereafter. However, Workerbee shall allow Customer to solicit, offer to hire or hire any independent Specialist as a full-time W-2 employee for a placement fee payable to Workerbee of $10,000.

7.     WORKERBEE’S AND CUSTOMER’S RESPONSIBILITIES

1. Workerbee’s Responsibilities

The Workerbee Sites act as, among other things, a conduit and venue for (i) Customers to create/define Work Orders and opportunities and search for and evaluate candidates and (ii) candidates to post Profiles and be matched to and evaluated for placement opportunities by Customers. Workerbee provides a limited screening service (e.g., verifying Specialist certifications as accurate and removing any inaccurate or outdated certification within a reasonable period of time after discovery) of each of its Specialist Profiles and does not censor the listing, including Profiles offered, unless and until Workerbee discovers or is notified by a customer or a third-party and reasonably determines in its sole discretion that the listing or Specialist’s Profile likely contains a false, misleading, deceptive, or fraudulent representation or contains a material omission related thereto. Workerbee does not provide any initial or ongoing training to or security obligations for any of the Specialists listed on the Workerbee Sites.

Workerbee is not involved in, and does not control, the actual transaction, other than introduction of a Customer to a Specialist and vice versa and payment between Customer, Workerbee and Specialists.

Workerbee is not responsible for the User Content, the quality, safety or legality of the listings or Profiles posted or transmitted, the truth or accuracy of the listings or Profile postings, the ability of the Customer to offer opportunities to Specialists or the ability of Specialists to fill openings and Workerbee makes no representations about any openings, profiles or User Content on the Workerbee Sites.

While Workerbee reserves the right in its sole discretion to remove User Content, Specialist Profiles or other material from the Workerbee Sites from time to time, Workerbee does not assume any obligation to do so and to the extent permitted by law, disclaims any liability for failing to take any such action. Because User authentication on the Internet is difficult, even after reasonably vetting the Specialist and its Profile, Workerbee cannot and does not confirm that each User is who they claim to be.

Workerbee encourages Customer to keep a back-up copy of any of its User Content. To the extent permitted by law, in no event shall Workerbee be liable for the deletion, loss, or unauthorized modification of any User Content.

Workerbee does not provide or make any representation as to the quality or nature of any of the third-party products or services purchased through any Workerbee Site, or any other representation, warranty, or guaranty. Any such undertaking, representation, warranty, or guaranty would be furnished solely by the provider of such third-party products or services, under the terms agreed to by the provider.

If Customer believes that something on the Site violates these Terms, please contact our designated agent via email with Attn: Legal Counsel  to support@myworkerbee.com.

If notified of any content or other materials which allegedly do not conform to these Terms, Workerbee may in its sole discretion investigate the allegation and determine whether to remove or request the removal of the content. Workerbee has no liability or responsibility to Users for performance or nonperformance of such activities.

1. Customer’s Responsibilities

Customer is responsible to grant the specialists it hires access to its softwares, tools, materials and resources, onboarding the hired specialists, to vet the specialists for any security clearance, to provide any pre-hire testing of specialists.

In the event that Customer has a dispute with one or more Specialist, Customer releases Workerbee (and our owners, shareholders, members, directors, officers, agents, and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

The Workerbee Sites and its contents may contain inaccuracies or typographical errors. Workerbee makes no representations about the accuracy, reliability, completeness, or timeliness of any Workerbee Site or its content beyond the terms of this Agreement.  The use of all Workerbee Sites and their content is at Customer’s own risk. Changes are periodically made to Workerbee Sites and may be made at any time. Workerbee cannot guarantee and does not promise any specific results from use of any Workerbee Site. No advice or information, whether oral or written, obtained by a User from Workerbee or through or from any Workerbee Site shall create any warranty not expressly stated herein.

If Customer is a California resident, Customer waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

8.     CONFIDENTIALITY

Each party will keep the amounts and specific terms of payment under this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law.

9.     OWNERSHIP

As between Workerbee and Customer, any intellectual property, including but not limited to job postings, logos, and/or advertisements provided by Customer for placement on any Site and all other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Workerbee and its affiliates a royalty-free, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display, and distribute such intellectual property (in whole or in part) solely in connection with the Services provided during the Term. Workerbee shall retain all right, title, and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer’s intellectual property) on or part of the Sites (including without limitation all resumes), and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.

10. WORK FOR HIRE BETWEEN CUSTOMER AND SPECIALIST.

The following Work for Hire terms and conditions are contained in the Specialist User Agreement entered into by and between Workerbee and the Specialist and are incorporated herein by reference in their entirety:

The Specialist may in the course of the Specialist’s engagement with Customer conceive, develop or contribute to material or information related to the business of Customer, including, without limitation, web page design and content, business plans, manuals, customer lists, software (excluding licensed third party software used to provide the services of Specialist), technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”).

Any deliverable created in whole or in part by Specialist for Customer shall be included in the Proprietary Property of Customer. “Deliverable” means the work product, reports, data, milestones, and customizations, deliverables or other items developed, generated, created or otherwise delivered by Specialist, either alone or in collaboration with others, to Customer in connection with providing services under this Agreement.

Customer shall exclusively own, and the Specialist does hereby assign to the Customer all Proprietary Property which the Specialist conceives, develops or contributes to in the course of the Specialist’s engagement with the Customer and all intellectual property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret, trade-mark and all other intellectual property rights in or relating to the Proprietary Property.

The assignment provision contained in this section does not apply to Proprietary Property for which no equipment, supplies, facility or trade secret information of Customer was used and which was developed entirely on the Specialist’s own time, and (1) which does not related (a) directly to the business of Customer or (b) to Customer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Specialist for Customer.

At the reasonable request of Customer, the Specialist shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure Customer’s ownership of the Proprietary Property and all intellectual property rights and other rights in the same, including but not limited to providing to Customer written assignments of all rights to Customer and any other documents required to enable Customer to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as Customer considers advisable anywhere in the world.

The Specialist does hereby irrevocably and unconditionally waives all moral rights the Specialist may now or in the future have in any Proprietary Property.

The Specialist agrees that the Specialist will, if requested from time to time by Customer, execute such further reasonable agreements as to confidentiality and proprietary rights as Customer or any of Customer’s clients reasonably require to protect confidential information or proprietary property of Customer and of any of Customer’s clients.  

Regardless of any changes in position, fees or otherwise, including, without limitation, termination of the Specialist’s engagement with Customer, unless otherwise stipulated pursuant to the terms hereof, the Specialist will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph.  

The Specialist agrees that the Specialist’s sole and exclusive remedy for any breach by Customer of this Agreement will be limited to monetary damages and in case of any breach by the Specialist of this Agreement or any other Agreement between the Specialist and Customer, the Specialist will not make any claim in respect of any rights to or interest in any Confidential Information or Proprietary Property of Customer or of any of Customer’s clients.

The Specialist acknowledges that the services provided by the Specialist to Customer under this Agreement are unique. The Specialist further agrees that irreparable harm will be suffered by the Customer in the event of the Specialist’s breach or threatened breach of any of Specialist’s obligations under this Agreement, and that Customer will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining the Specialist from engaging in or continuing any such breach hereof. Any claims asserted by the Specialist against Customer shall not constitute a defense in any injunction action, application or motion brought against the Specialist by Customer.

11.  TERMS OF USE.

Customer acknowledges that it and its employees and agents must comply with the terms of use of each Site described in the Work Order or accessed by Customer. Each Site terms of use is available from the applicable Site’s homepage through the URL link “Terms of Use.” To the extent there is any inconsistency between any accessed Site Terms of Use described above in this paragraph and the terms of this Agreement, the terms of this Agreement will control.

12.  LIMITED WARRANTIES

Workerbee warrants that Workerbee will perform Services in a professional manner in accordance with prevailing industry standards. WORKERBEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITES.

13. INSURANCE COVERAGE

Workerbee will maintain the following insurance types and coverages to protect the Parties from any claim relating to this Agreement asserted against Customer for Workerbee or any of the Agencies’ or Specialists’ action or inaction, as well as any of their errors or omissions  (a) Comprehensive General Liability Insurance: $2,000,000 per claim, $4,000,000 annual aggregate; (b) if Agency will have access to or host any Customer or third party Personal Information or other such protected confidential, trade secret or proprietary information: cyber liability or errors and omissions liability $5,000,000 per claim (c) if Agency or its representatives drive on the Customer’s property: Auto Liability Insurance $1,000,000 combined single limit; and (d) Employer’s and Worker’s Compensation Insurance covering its full liability under the appropriate state statutes. Workerbee will maintain this insurance during the term of this Agreement. At Workerbee’s request, Workerbee will provide Workerbee with evidence of insurance coverage as specified above.  “Personal Information” means personally identifiable information (PII), payment card industry information (PCI), and protected health information (PHI) as defined under HIPAA. PHI includes, without limitation, any data or information concerning a patient’s treatment, procedure, medicine, drugs, diagnosis, therapy, surgery, outcome, history, genetics, disclosure, behavior, name, address, or other identifying information of, or applicable to, any patient. Umbrella/Excess Liability policy may be utilized in combination with any of the above policies to obtain the required total insurance coverage.

14.  INDEMNIFICATION

Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any

patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Workerbee, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer and (b) in the case of Workerbee, gross negligence or willful misconduct arising out of or relating to the delivery of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action, or demand, provided, however, that the Indemnifying Party’s indemnity obligations shall not cease unless the failure to so notify materially prejudices its ability to defend the claim.

15.  LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE WORK ORDER), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 12 (INDEMNIFICATION) OR BREACHES OF SECTION 6 (NON-SOLICITATION), BUT WITHOUT IN ANY WAY LIMITING CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND – INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA – ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY PRODUCT, THE SERVICES PROVIDED HEREUNDER OR ANY SITE, REGARDLESS OF

THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO WORKERBEE DURING THE TERM HEREOF.

16.  NAVIGATION/SEARCH ENGINES. NO MODIFICATIONS

Notwithstanding anything to the contrary contained herein, Customer shall not use and shall not cause a third party to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, avatars, or intelligent agents) to navigate or search the Sites other than the search engine and search agents available from Workerbee on the Sites, except for generally available third-party web browsers (e.g., Internet Explorer,

Firefox or Safari). Customer shall not and shall not cause a third party to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of any Site.

17.  MISCELLANEOUS

Customer agrees with respect to its use of the Services to comply with all applicable local, national, and international laws, regulations, and executive orders, including but not limited to those relating to labor and employment (including but not limited to anti-discrimination, affirmative action and the U.S. Equal Employment Opportunity Commission’s Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property. Customer acknowledges that U.S. job postings may not require U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract.

Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture, or any type of agency relationship between Workerbee and Customer or any of Customer’s employees or agents.

This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings, and agreements (whether oral or written), as well as any purchase orders not supplied by Workerbee that have been or may from time to time be submitted by Customer, and cannot be amended or waived except by a writing signed by all of the parties.

Neither party may assign this Agreement in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except (i) in connection with a merger, consolidation, reorganization, or sale of all or substantially all assets of the assigning party, or (ii) to a party controlling, controlled by or under common control with the assigning party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement.

This Agreement, and any disputes between Customer and Workerbee relating to this Agreement, shall be governed by, and construed in accordance with the laws of the State of Delaware excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.

If a Dispute is not resolved through informal negotiations between the parties, Customer and Workerbee agree to resolve any and all Disputes through final and binding arbitration (“Arbitration Agreement”) in accordance with the terms and conditions for binding arbitration set forth in the Legal Disclaimer and General Terms of Use agreement and incorporated herein by reference.

The terms of Sections 4 (Payment), 6 (Non-Solicitation of Specialists), 8 (Confidentiality), 9 (Ownership), 11 (Limited Warranties), 12 (Indemnification) and 13 (Limitation of Liability), inclusive shall survive any expiration or termination of this Agreement. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by First class mail, return receipt requested or overnight courier, to the respective addresses set forth herein, and shall be deemed given upon actual delivery thereof.