GIGSTER SERVICES AGREEMENT

Last updated: January 10, 2019

Gigzo Mobile Application is an internet application (“Gigzo Mobile Application” or the “Application”) owned and operated by Gigzo (HOUDINI TECHNOLOGIES PVT. LTD) (“Gigzo,” “we,” or “us”). Gigzo provides a service (the “Service”) that allows its customers (“Customers”) to access Gigzo’s network of contractors (“Gigsters” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Gigsters have access to the Application to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests.

PLEASE READ THIS AGREEMENT CAREFULLY.

Acknowledgment and Acceptance of Independent Contractor Services Agreement

This Terms of Use Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Gigzo and you. By registering to become a Gigster, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Gigster, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein. Gigzo reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Gigsters directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Gigzo does not assume any obligation to notify Gigsters of any changes to this Agreement, or the creation or modification of any additional terms.

Notwithstanding the previous paragraph or any contrary language in this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.

You acknowledge that you are able to electronically receive, download, and print this Agreement, and any other notices [documents?] required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number. Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the India to become a Gigster. If you do not meet these criteria, you may not register to become a Gigster.

1.DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in the Agreement. 1.1 “Services” means the services described in a Gigzo Request for services by a Gigster to a Gigzo Customer.

1.2 “Gigzo Request” means a notice provided, through the Application, to one or more Gigsters, which includes a description of the services to be provided by the Gigsters, the time by which the Gigzo Request must be completed (the “Gigzo Completion Date”) and the fee associated with the Gigzo Request (the “Payment”). An open request is a request for services that has not yet been accepted by a Gigster (“Open Request”). Gigsters can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Gigster has accepted a Gigzo Request pursuant to Section 2, the Gigzo Request will become a “Gigzo Engagement”. Each Gigzo Engagement constitutes a new contract between Gigzo and the Gigster, and between the Gigster and Requestor.

1.3 “Gigzo Mobile Application” or “Application” means the software application used by Gigzo in connection with the Services.

2. Gigsters

2.1 Background Checks and Privacy Information. As part of your initial registration with Gigzo, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Gigzo Mobile Application to view and accept Gigzo Requests. You further agree to complete any ongoing background checks as may be required by Gigzo or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept Gigzo Requests and/or removal from the Gigzo Platform. Please note that in order to run your background check, Gigzo will ask for your Aadhar Card and Pan Card Number during the onboarding process. We may also share your information with our payment vendor, in order to verify your payment account to ensure the safety of your account.

2.2 Best Efforts. By registering to become a Gigster and accepting an Open Request, you agree to use your best efforts to perform the Gigzo Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a Gigster has accepted a Gigzo Request, the Open Request will no longer be available for performance by other Gigsters who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that:

(1) you understand what you are being asked to deliver;

(2) you can perform the Services identified in the Open Request;

(3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements.

3. INDEPENDENT CONTRACTOR RELATIONSHIP

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Gigzo and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Gigzo that is inconsistent with your being an independent contractor (and not an employee) of Gigzo. You are not the agent of Gigzo or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Gigzo or the Customer. As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement.

Gigzo does not restrict the Gigster’s right to provide services through other parties, including competitors of the Gigzo Mobile Application; Gigzo expects the individual performing services as a Gigster will provide services for other parties;

Gigster acknowledges and represents Gigster can earn income from other sources; Gigzo does not guarantee the Gigster any minimum amount of Gigzo Engagements;

Gigzo does not provide a performance assessment for Gigsters, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method process the Gigster uses to perform services; Gigzo does not pay a salary or hourly rate but rather facilitates Requestor’s payment of the rate set by the Requestor;

or Gigzo does not terminate the work during the term of this Agreement unless the Gigster violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement;

Gigzo does not provide training, tools, equipment, benefits, or expense reimbursement to the Gigster;

Gigzo does not dictate the time of performance;

Gigzo does not combine its business operations in any way with the Gigster’s business, but instead maintains such operations as separate and distinct. Gigster shall have no legal authority to enter into contracts on Gigzo’s behalf or otherwise bind Gigzo in any way.

Gigster is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Gigster renders.

Without limiting the generality of the foregoing:

3.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Gigzo, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Gigzo will not withhold or make payments make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Gigzo, or any affiliate of Gigzo (“Affiliate”), by the Indian Laws, federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Gigzo, its parents, subsidiaries, affiliates or other related entities.

3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes. To the extent required by the law, Gigzo will report the Payments paid to you for services rendered as part of Gigzo engagements. You agree to indemnify Gigzo for the cost of any tax liabilities incurred by Gigzo as a result of your failure to pay all applicable taxes in a timely manner.

3.3 Third Party Payment Processing Services. Payment processing services for Gigsters are provided by third parties. By agreeing to these terms or continuing to operate as a Gigster on Gigzo, you agree to be bound by those parties Services Agreement, as the same may be modified by them from time to time. As a condition of Gigzo enabling payment processing services through these parties, you agree to provide Gigzo accurate and complete information about you and your business, and you authorize Gigzo to share it and transaction information related to your use of the payment processing services provided by these parties.

4. CONFIDENTIALITY

4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Gigzo. During the term of this Agreement and at all times thereafter, you will

(a) hold all Confidential Information in strict trust and confidence,

(b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and

(c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Gigzo’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Gigzo’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Gigzo and/or the Customer considers to be confidential or proprietary or which Gigzo has a duty to treat as confidential.

4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence,

(a) you lawfully knew prior to Gigzo’s first disclosure to you,

(b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or

(c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Gigzo, or is required by law or court order, provided that you immediately notify Gigzo in writing of such required disclosure and cooperate with Gigzo, at Gigzo’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

4.4 Removal; Return. Upon Gigzo’s request and upon any termination or expiration of this Agreement, you will promptly

(a) return to Gigzo or, if so directed by Gigzo, destroy all Confidential Information (in every form and medium),

(b) permanently erase all electronic files containing or summarizing any Confidential Information, and

(c) certify to Gigzo in writing that you have fully complied with these obligations.

5. NO CONFLICTS

You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Gigzo Engagement, or that is otherwise inconsistent with this Agreement or any Gigzo Engagement.

6. REPRESENTATIONS AND WARRANTIES

6.1 General. You represent, warrant, and covenant that:

(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);

(b) You will comply with all of the terms of this Agreement;

(c) You will fully conform to the Customer specifications, requirements, and other terms of any Gigzo Request that you accept, and the Services delivered will be of a professional and workmanlike quality;

(d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;

(e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner.

6.2. Indemnification. You will indemnify and hold harmless Gigzo and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Gigzo engagement, which act or omission gives rise to any claim for damages against you, Gigzo and/or its parents, affiliates, employees or agents. Gigzo specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Gigzo engagement.

6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of Gigzo. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Gigzo to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Gigzo requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for Gigzo, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Gigzo may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Gigzo Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Gigzo may have, and that Gigzo is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.By agreeing to these Terms, you are agreeing to pay this fee.

6.4 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.

7. LIMITATION OF LIABILITY

IN NO EVENT WILL GIGZO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GIGZO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY GIGZO FOR GIGZO ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. TERM & TERMINATION

8.1 Term; Termination by Gigzo. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Gigster using the Gigzo Mobile Application, then the Gigster’s next use constitutes a renewal of this Agreement. Gigzo reserves the right to terminate your access to the Application if you have not accepted a Gigzo Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Gigzo Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Gigzo, in its sole discretion, believes in good faith to be detrimental to its business interests.

8.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

9. GENERAL PROVISIONS

9.1 Law. This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of in which the Gigster resides regardless of your country of origin or where you access Gigzo, and notwithstanding any conflicts of law principles.

9.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”). The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration before filing a lawsuit in court.

(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include

(1) the name and address of the party seeking arbitration,

(2) a statement of the legal and factual basis of the claim, and

(3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to Gigzo at support@gigzoapp.com. (b) Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement. (c) Any arbitration shall be governed by the Arbitration and Conciliation Act except as follows:

(1) The arbitration shall be heard by one arbitrator selected in accordance with the Arbitration and Conciliation Act. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute. (2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.

(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.

(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration.

(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards.

(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

(8) Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.

(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency such an agency notwithstanding the existence of an agreement to arbitrate governed by the Arbitration and Conciliation Act.

(f) The Arbitration and Conciliation Act Rules may be found on Google or by asking us at support@gigzoapp.com.

(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except In addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement.

9.3 Modifications to Application. Gigzo reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9 (“General Provisions”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Gigzo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.