WORKS ONLINE VENDOR AGREEMENT

THIS WORKS VENDOR AGREEMENT GOVERNS VENDOR’S USE OF TRUSTED SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, VENDOR ACCEPTS THIS AGREEMENT AND AGREES TO ITS TERMS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “VENDOR” SHALL REFER TO THE ENTITY AND ITS AFFILIATES. 

IN THE EVENT THAT VENDOR HAS ENTERED TO ANOTHER AGREEMENT WITH TRUSTED REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, A MASTER SERVICES AGREEMENT, PLATFORM AGREEMENT, STATEMENT OF WORK AND/OR WORK ORDER (“OTHER AGREEMENT”) THE TERMS OF SUCH OTHER AGREEMENT SHALL CONTROL IN THE EVENT OF ANY CONFLICT, INCONSISTENCY OR AMBIGUITY BETWEEN THE OTHER AGREEMENT’S TERMS AND THE TERMS OF THIS AGREEMENT.

This Agreement was last updated on November 8, 2024. It is effective between Vendor and Trusted as of the date of Vendor’s accepting this Agreement (the “Effective Date”).

1. Definitions

“Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Vendor entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the Vendor entity or having the power to direct or cause the direction of the management and policies of the entity, whether through ownership, by contract, or otherwise.

“Agreement” means this Works Vendor Agreement.

“Documentation” means Trusted’s user guides, as updated from time to time.

“Personnel” means any Vendor employees, agents, or representatives that Vendor may use to provide staffing services via the Service.

“Service” means Trusted’s Works platform.

“Trusted” means Trusted Technologies, Inc.

“User” means any individual who is authorized by Vendor to use the Service under Vendor’s account, including Vendor’s or its Affiliates’ employees, consultants, contractors, or agents.

“Vendor” means in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.

“Vendor Data” means all information that Vendor or its Users submit to the Service.

2. The Service

2.1 Access Rights. Trusted grants Vendor a revocable, temporary, non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in Section 11.4) right to access and use (and to grant access and use of the Service to its Users) the Service in accordance with this Agreement.  

2.2 Acceptable Use Terms. Vendor will not (a) make the Service available to anyone other than Vendor and its Users or use the Service for the benefit of anyone other than Vendor or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its Users to access the Service as guests); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Trusted’s Confidential Information to develop a product or service in competition with the Service; (e) allow User Subscriptions to be shared or used by more than one individual User (except that User Subscriptions may be reassigned to new Users replacing individuals who no longer use the Service for any purpose); (f) use the Service to violate any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (g) or use the Service to create, use, send, store, or run viruses, bots, worms, or similar harmful material. Upon notice from Trusted, Vendor must suspend the account of any User who: (a) violates this Agreement; or (b) is using the Service in a manner that Trusted reasonably believes may cause a security risk or a disruption to others’ use of the Service. If Vendor fails to promptly suspend or terminate such User’s account, Trusted reserves the right to do so.

2.3 Administration of Vendor’s Account. Vendor acknowledges that it retains administrative control over to whom it grants access to Vendor Data hosted in the Service. Vendor is responsible for use of the Service by its Users and for their compliance with this Agreement. Vendor is solely responsible for the accuracy, quality, and legality of Vendor Data. Vendor will promptly notify Trusted if it becomes aware of any unauthorized use or access to Vendor’s account or the Service.

3. Representations and Warranties

3.1 Mutual Warranties. Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.

3.2 By Vendor. Vendor represents and warrants that it is entitled to transfer the Vendor Data to Trusted so that Trusted and its authorized third-party service providers may lawfully use, process, and transfer the Vendor Data in accordance with this Agreement on Vendor’s behalf.

3.3 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE THE EXCLUSIVE WARRANTIES FROM TRUSTED AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUSTED DOES NOT MAKE ANY ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICE OR PROFESSIONAL SERVICES. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS AGREEMENT REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES THAT IS A MATERIAL INDUCEMENT FOR THE PARTIES PERFORMING UNDER THIS AGREEMENT AND THAT THESE DISCLAIMERS AND LIMITATIONS ARE FAIR AND REASONABLE UNDER THE CIRCUMSTANCES, AND EACH PARTY HEREBY IRREVOCABLY AND PERPETUALLY WAIVES ANY CLAIMS OR CAUSES OF ACTION TO THE CONTRARY.

4. Term and Termination

4.1 Term. This Agreement commences on the Effective Date and will remain in effect for as long as Vendor continues to use the Service, unless it is terminated earlier in accordance with its terms.

4.2 Termination. Either party may terminate this Agreement: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period, (b) with immediate effect upon receipt of notice in the event of a breach of Section 2.2 (Acceptable Use Terms); or (c) with immediate effect if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.

4.3 Effect of Termination. Upon termination of this Agreement for any reason, all rights granted to Vendor will immediately terminate, and Vendor will immediately cease to use the Service. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.

5. Confidentiality

5.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this Agreement, the Service, Vendor Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.

5.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors who have a need to know such Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. If the parties entered into a non-disclosure agreement prior to executing this Agreement, the terms of this Section 5 (Confidentiality) will control in the event of any conflict or inconsistency.

5.3 Equitable Relief. In the event of a breach of this Section 5 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.

5.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.

6. Intellectual Property Rights

6.1 Trusted Ownership. As between the parties, Trusted exclusively owns all right, title, and interest in and to all intellectual property rights in the Service. Vendor’s use of the Service will not affect Trusted’s ownership or license rights in the Service. Except for the rights expressly granted in Section 2.1, Trusted reserves all rights in the Service and does not grant Vendor or its Users any intellectual property rights to the Service, including any enhancements, modifications or derivatives thereof.

6.2 Vendor Ownership. As between the parties, Vendor and its licensors will retain all right, title, and interest in and to all intellectual property rights in Vendor Data. Vendor grants to Trusted a royalty-free, fully paid, non-exclusive, non-transferrable (except under Section 11.4), worldwide, right to use Vendor Data solely to provide and support the Service. Trusted and its authorized third-party service providers may use, host, store, backup, transmit, and display Vendor Data to (a) provide the Service and Professional Services under this Agreement and (b) improve the Service as long as neither Vendor nor its Users are publicly identified.

6.3 Feedback. If Vendor submits any feedback to Trusted regarding the Service, Trusted may use such feedback for any purpose without any compensation or obligation to Vendor provided such use does not violate Section 5 (Confidentiality).

7. Indemnification

7.1 If a third party asserts a claim against Vendor that the Service as acquired under the Agreement infringes a patent or copyright (“IP Claim”), Trusted will (a) defend Vendor against that claim and (b) pay amounts finally awarded by a court against Vendor or included in a settlement approved by Trusted. To obtain such defense and payment by Trusted, Vendor must promptly (i) notify Trusted in writing of the claim, (ii) supply information requested by Trusted, and (iii) allow Trusted to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

7.2 In connection with any IP Claim, Trusted may: (1) contest the IP Claim; (2) obtain claimant’s permission for Vendor’s continued use of the applicable Service; (3) replace Vendor’s access to or use of the applicable Service with substantially similar functionality that avoids the IP Claim; or (4) if Trusted determines the foregoing clauses (1), (2), and (3) are commercially impracticable, terminate Vendor’s access to and use of the affected Service on 60-days’ prior notice.

7.3 Trusted has no responsibility for claims based on non-Trusted products and services, items not provided by Trusted, or any violation of law or third-party rights caused by Vendor Data or other Vendor materials.

7.4 If a third party asserts a claim against Trusted related to (i) Vendor’s use of the Services in an unlawful manner or in violation of the Agreement or the Documentation, (ii) any Vendor Data or Vendor’s use of Vendor Data with the Services, or (iii) Vendor’s failure to pay compensation, workers’ compensation, unemployment compensation, and any all state and federal taxes arising out of or related to the employment of Vendor’s Personnel or failure to provide benefits; from and against all costs and expenses for any Vendor Personnel who may receive an injury, infectious disease or biohazard exposure, and from any claim, suit, or demand related to any credentialing documents, information, or data provided by Vendor for or on behalf of its Personnel, Vendor will (a) defend Trusted against that claim and (b) pay amounts finally awarded by a court against Trusted or included in a settlement approved by Vendor. To obtain such defense and payment by Vendor, Trusted must promptly (i) notify Vendor in writing of the claim, (ii) supply information requested by Vendor, and (iii) allow Vendor to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

7.5 This Section states each party’s entire obligation and exclusive remedy regarding the third-party claims described in the Section.

8. Liability

8.1 TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL, CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO $10,000.00 .

8.2 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR (A) SPECIAL, INCIDENTAL EXEMPLARY, PUNITIVE, INDIRECT, OR ANY CONSEQUENTIAL DAMAGES, OR (B) LOST PROFITS (DIRECT OR INDIRECT), FOR LOSS OF USE OR DATA, SERVICE INTERRUPTION BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS WHETHER BASED O CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE.

8.3 THE FOLLOWING ARE NOT SUBJECT TO THE LIMITATION IN SECTION 8.1 AND THE EXCLUSION IN SECTION 8.2: (A) A PARTY’S INDEMNIFICATION PAYMENTS FOR IP CLAIMS SET FORTH IN SECTION 7 (INDEMNIFICATION), AND (B) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, MISCONDUCT, OR FRAUD, SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR A BREACH OF THIS AGREEMENT.

8.4 VENDOR ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE PAYMENT OF WAGES, COMPENSATION AND RELATED TAXES AND WITHHOLDINGS FOR ANY PERSONNEL THAT IT STAFFS THROUGH THE SERVICES.  IN NO EVENT WILL TRUSTED BE RESPONSIBLE FOR ANY WAGES, COMPENSATION OR TAXES OR WITHHOLDINGS IN CONNECTION WITH VENDOR’S STAFFING SERVICES. 

10.  PHI

10.1. Trusted does not provide any healthcare services under this Agreement, and Services do not require processing of any Protected Health Information (as defined under HIPAA) (“PHI”). Therefore, Vendor shall not provide Trusted with any PHI. In case the parties need to process PHI under this Agreement, the parties agree to execute a business associate agreement.

11. Miscellaneous

11.1 Governing Law; Venue. Both parties agree to (i) the application of the laws of the State of California, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California.

11.2 Notices. Trusted may give general notices related to the Service that apply to all Vendors by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in writing by Vendor. Notices are deemed given when received.

11.3 Relationship of the Parties. Trusted is an independent contractor, not Vendor’s agent, joint venturer, partner, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it. Vendor is solely responsible for its Personnel and is solely responsible for the verification of identity and employment eligibility, for the payment of any wages, salaries, or other remuneration of its employees, agents, representatives, subcontractors, and suppliers, and for the payment of any payroll taxes, contributions for unemployment or workers compensation, social security, pensions, or annuities that are imposed as a result of the employment of Vendor's employees, agents, representatives, subcontractors, and suppliers. Vendor must not pledge credit, incur any obligation or liability, hire any employee, nor purchase any merchandise or services in the name of Trusted or any subsidiary or affiliate thereof. All costs, charges, and expenses incurred in connection with Vendor’s performance of this Agreement must be borne by Vendor.

11.4 Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.5 Entire Agreement. In the event that Vendor has not entered into an Other Agreement with Trusted, the terms and conditions of this Agreement, including all attachments, exhibits, addendums, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a vendor onboarding process and documentation, or web portal shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. To the extent that Vendor has entered into an Other Agreement with Trusted, the terms of such Other Agreement shall control in the event of any conflict, inconsistency or ambiguity between the Other Agreement’s terms and the terms of this Agreement.

11.6 Modifications. Trusted may revise this Agreement from time to time by posting the modified version on its website. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Vendor agrees to be bound by the revised version of the Agreement. If you have an Other Agreement with Trusted on this subject matter, this Agreement will not apply to the Vendor.