MASTER SERVICES AGREEMENT

This Master Services Agreement (“MSA”) and any Order Form(s) and documents incorporated herein (“Agreement”) sets forth terms under which Worksome Aps (“Worksome”) shall provide Customer (as set forth in an Order Form) access to certain Services as described in the Order Form(s) (hereinafter “Services”) and is effective as of the date of last signature or execution of an Order Form that incorporates this Agreement by reference (the “Effective Date”).  Worksome and Customers are each referred to as a “party” and, collectively, the parties. 

Worksome provides a global, cloud-based platform that enables companies to compliantly find, engage, contract, and pay independent workers and other external talent. Through its integrated solution, Worksome supports the full external workforce lifecycle, including classification, contracting, onboarding, time and expense management, invoicing, and global payments.

In addition to its technology platform, Worksome may provide related services such as Employer of Record (EOR), Agent of Record (AOR), compliance screening, and payroll administration through its owned entities or vetted in-country partners. These services allow customers to manage contingent and freelance engagements efficiently and in compliance with local labor and tax regulations.

Customer wishes to engage Worksome to provide access to its platform and related services under the terms and conditions of this Agreement.

1. ACCESS TO SERVICES AND AVAILABILITY

1.1. Access Right and Customer Users. During the term of the applicable Order Form, Worksome grants Customer a nonexclusive, non-transferable, non-sublicensable right to permit its Users to access and use the Worksome Services as provided and in accordance with this MSA and the Order Form solely in connection with Customer’s lawful internal business purposes.  Customer is responsible for its Users' compliance with this Agreement, Documentation, and the Acceptable Use Policy (https://www.worksome.com/legal-center/acceptable-use-policy#legal-document).  “Users” means Customer’s and its Affiliates' employees, agents, contractors, consultants, suppliers or other individuals granted access to the Service by or through Customer.  “Affiliate” means any legal entity in which a directly or indirectly holds more than fifty percent (50%) of the shares or voting rights or has direct or indirect power to direct the management and policies of an entity, or controls or is under common control with a legal entity that holds the foregoing ownership or management power.  Restrictions.  Customer and its Users shall not (i) modify or copy the Services or create any derivative works; (ii) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Services available to any third party, other than to Users as permitted herein; (iii) reverse engineer, modify, copy or create derivative works of any features, functions of the Services;  (iv) interfere with or disrupt the integrity or performance of the Services or its related systems or networks or third party data contained therein; or (v) use the Services in violation of law, including export regulations.  Should Customer elect to have an Affiliate or group member execute an agreement with Worksome directly, Worksome has a standard Local Agreement, attached hereto as Schedule A.‍

1.2. Availability. Worksome will use commercially reasonable efforts to make the Services available without unscheduled interruption.  Per the Documentation, Worksome will provide maintenance services and updates necessary to keep the Services functioning along with support.  “Documentation”​​means the usage guides and technical specifications relating to the Services as updated from time to time and generally made available by Worksome to Users. ‍

1.3. Modification of Services. Worksome may modify the Services at any time provided such modifications do not materially degrade the functionality of the Services or Customer’s use thereof.  If a modification is not solely an enhancement and reduces the Service to a level that interrupts the Service at Customer’s reasonable discretion, Customer may terminate by providing written notice within ninety (90) days of such modification, in which event Customer will be entitled to any pre-paid fees on a prorated basis.

2.  TERM AND TERMINATION

2.1  Term & Termination.  This Agreement will remain in effect unless and until terminated in accordance with Section 2. Either party may terminate the Agreement at any time, provided that no Order Form is then active, by giving the other party thirty (30) days’ prior written notice. In addition, either party may terminate this Agreement or any Order Form if the other party: (a) fails to cure a material breach of this Agreement within fourteen (14) days after receiving written notice of such breach; or (b) becomes insolvent, admits its inability to pay debts as they become due, is dissolved or liquidated (or takes corporate action toward that end), or makes a general assignment for the benefit of creditors. If this Agreement is terminated due to Customer’s failure to make timely payment, Worksome may, at its sole discretion, suspend or terminate all or a portion of the Services. In the event of such suspension or termination, Customer shall immediately pay all fees and charges for Services performed through the effective date of termination.

2.2  Renewal.  Except as otherwise specified in an Order Form, each Order Form shall automatically renew for one (1) year, unless (a) either party gives the other notice of non-renewal at least thirty (30) days before expiration of the then-current term or (b) the Customer has an Order Form generating no fees. Promotional or one-time discounts will not be applicable to any renewal.

2.3  Effect of Termination. Except as stated above, upon expiration or termination of this Agreement, Customer’s access to the Services will be terminated; but any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination shall not be affected and continue until all outstanding obligations are satisfied.

‍2.4. Survival. Any provisions which by their nature should survive, shall survive the expiration, termination or rescission thereof and continue in full force and effect after this Agreement is terminated.

3.  PAYMENT AND TAXES

3.1  Invoice Payment. All invoices under this Agreement are due and payable by Customer in full within 30 (thirty) days of the date of invoice.

‍3.2  Taxes, Late Payments, Interest. All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.  Any undisputed invoice not paid when due shall be subject to a late payment fee in the amount of two percent (2%) of the outstanding balance, per month, compounded monthly. Customer shall reimburse Worksome for all reasonable costs incurred in the collection of late payments, including, without limitation, reasonable attorneys’ fees and costs. In addition to all other remedies available under this Agreement or at law, Worksome shall be entitled to suspend the Services if the Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fourteen (14) days after notice of such delinquency.‍

4.  PROPRIETARY RIGHTS

4.1. Worksome Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials related to the Services or prepared by or on behalf of Worksome while providing Services under this Agreement shall be owned by Worksome. Nothing in this Agreement shall be deemed to transfer any Intellectual Property Rights from Worksome to the Customer. Pursuant to this Agreement, Worksome grants the Company a license to use the Services in compliance with this Agreement on a non-exclusive, non-transferable, non-sublicensable basis during the term to the extent necessary for Customer to make reasonable use of the Services.‍

4.2  Worker Deliverables. As between Customer and Worksome, all Intellectual Property Rights in and to all documents, work product and other materials that are delivered to the Customer by the workers engaged via the Services (a “Worker”) in the course of performing the Worker services (collectively, the “Deliverables”) will be owned by the Customer.‍

5.  CONFIDENTIALITY

5.1 Obligations. Each party agrees that all non-public business, financial and technical information it obtains (as “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information  (“Confidential Information”), of the Disclosing Party, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.  Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party will: (a) upon reasonable request by the Disclosing Party, return or take reasonable steps to delete the Confidential Information of the other party; (b) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (c) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (d) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to exercise its rights or perform its obligations under this Agreement.‍

5.2  Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this section only, Receiving Party’s “representatives” means affiliates and or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, sublicensees, subcontractors, attorneys, accountants, and financial advisors.‍

6.  REPRESENTATIONS & WARRANTIES

6.1  Limited Warranty. For the applicable Order Form term, Worksome warrants that: (i) the Services shall perform materially in accordance with its Documentation and the Agreement, (ii) the functionality of the Services will not be materially decreased during a subscription term as specified in the Order Form, and (iii) the Services shall be performed in a professional, workmanlike manner. For purposes of this Section 6 (Limited Warranty), “Services” shall not include those provided at no charge or on an evaluation basis. Upon Customer notification to Worksome of a breach of warranty, Worksome shall either (a) correct the non-conforming Services at no additional charge to the Customer; or (b) if Worksome is unable to correct such deficiencies after good-faith efforts, Customer may terminate the applicable subscription and shall be entitled to a pro-rata portion of any unused and prepaid fees for the defective subscription. The remedies set forth in this subsection shall be Customer’s sole remedy and Worksome’s sole liability for a breach of these warranties. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED “AS IS” AND WORKSOME EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  WORKSOME MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE SERVICES OR DELIVERABLES PROVIDED TO THE CUSTOMER BY WORKERS.‍

6.2. Mutual Warranty. Each party represents and warrants that it (i) has validly entered into this Agreement and has the legal power to do so and (ii) shall comply with all applicable local, state, national, international, or foreign law or regulation in connection with its performance under this Agreement. 

Customer is solely responsible for ensuring that the Services meet its requirements and is fit for the intended purpose.‍

7. LIMITATION OF LIABILITY

‍7.1  Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO CUSTOMER’S UNAUTHORIZED USE OF THE SERVICES OR PAYMENT OBLIGATIONS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT.‍

7.2. Exceptions. The limitations in 7.1 above shall not limit either party’s liability resulting from (i) breach of confidentiality, (ii) failure to comply with applicable laws, (iii) intellectual property infringement; (iv) indemnification obligations; (v) either party's acts or omissions constituting gross negligence or willful misconduct, including intentional breach of contract or fraud; and/or (vi) violations of law.

8. INDEMNIFICATION

8.1  Indemnification by Worksome.  Worksome shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, and for the amounts paid by Customer under a judgment, or court approved settlement of, a Claim Against Customer.  Worksome shall not have any such obligations hereunder where the Claim Against Customer directly or indirectly arises from misuse or unauthorized modification of the Services. If the use of the Service infringes, or in Worksome’s determination, is likely to infringe, a third party proprietary right, Worksome may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the allegedly infringing item(s), (b) substitute or modify such item to be non-infringing and have equivalent functionality, or if the foregoing options are not commercially reasonable (c) terminate the Agreement.‍

8.2. Indemnification by Customer.  Customer will defend Worksome against any Claim against Worksome by a third party (a) alleging that the combination of a third-party application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement (each a “Claim Against Worksome”), and shall indemnify Worksome for any damages, attorney fees and costs finally awarded against Worksome as a result of, or for any amounts paid by Worksome under a judgment, or court-approved settlement of, a Claim Against Worksome.

‍8.3. Indemnification Requirements.  The obligations in this Section 8 are contingent on the defended party providing the defending party: (i) prompt written notice of a Claim; (ii) all assistance (at the expense of the defending party) and necessary information within its control for the defending party to conduct a defense; and (iii) with sole control of the defense and settlement of the Claim (provided that the defending party may not settle unless the settlement unconditionally releases the defended party of liability).  THE FOREGOING STATES THE DEFENDING PARTY’S ENTIRE LIABILITY AND THE DEFENDED PARTY’S SOLE AND EXCLUSIVE REMEDY FOR THE CLAIMS SET FORTH IN THIS SECTION 8.‍

9.  MODERN SLAVERY

‍The Parties will not engage in any activity that constitutes modern slavery or human trafficking, as defined by the relevant legislation in the jurisdiction where the Parties are located. Each Party represents and warrants that it has taken all necessary measures to ensure that its employees, agents, and subcontractors do not engage in any such activity. The Parties shall immediately notify each other in writing if they become aware of any actual or suspected violation of this clause.‍

10. MISCELLANEOUS

10.1  Entire Agreement.  This Agreement constitutes the complete and exclusive statement of the agreement between Worksome and Client in connection with the parties’ business relationship related to the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by the Agreement, and the parties disclaim any reliance on any such representations, discussions and writings. Only a writing signed by both parties may modify the Agreement.  In the event of conflict between this MSA and an Order Form, the terms of the Order Form shall prevail.

10.2  No Waiver.  No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver hereof; all waivers are required to be in writing, signed by the waiving party. If either party should waive any breach of any provision of the Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision.

10.3. Assignment. Customer may not, without prior written notification to Worksome, assign, delegate, pledge, subcontract, or otherwise transfer the Agreement, or any of its rights or obligations under the Agreement to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger, or consolidation. Worksome may assign the Agreement to any of its Affiliates or to a successor as a result of merger, consolidation, acquisition, or sale of all or substantially all of Worksome’s assets. Worksome may subcontract parts of the Service to third parties, provided that Worksome shall be liable for any breach of the terms of this Agreement attributable to any such third party and shall disclose any sub-processors under applicable data privacy laws and regulations.

10.4 Relationship.  The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties is created hereby. There are no third-party beneficiaries to the Agreement. Worksome does not provide temporary workers or contractors nor act as a staffing agency; services contracted through or in connection with the Services are provided by independent third-parties who are not employed or provided by Worksome. 

10.5  No Legal Advice.  Customer acknowledges and agrees that Worksome is not in the business of providing legal advice and that no content available within the Service or provided by Worksome in connection therewith should be misconstrued as legal advice. 

10.6  Suitability and Compliance with Laws.  Customer is solely responsible for determining the suitability of the Services for its business and complying with any regulations, laws, or conventions applicable to Customer’s use of the Service. Customer shall be responsible for complying with all applicable governmental regulations of the country where Customer is registered, and any foreign countries with respect to the use of the Services and Worksome Materials or other materials by Customer and its Users. Each party shall comply with applicable anti-corruption, anti-bribery, anti-money laundering, and sanction laws.

10.7  Governing Law.  The Agreement and any claims arising out of or relating to the Agreement and its subject matter shall be governed by and construed under the laws of the jurisdiction below, without reference to any conflicts of law principles. The parties irrevocably agree that the courts in the jurisdiction below shall have exclusive jurisdiction to settle any dispute or claim arising out of or relating to this Agreement.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

10.8  Notices.  All notices pursuant to the Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to the respective offices of Customer at the address set forth in the applicable Order Form and to Worksome as follows:

Worksome:   Worksome ApS

                       Attention: Legal Department

                        Toldbodgade 35, 1

                        1253 Copenhagen K

                        Denmark

                        Email: legal@worksome.com

In the event of an issue with the Services, Customer may reach Customer Service at hello@worksome.com. For day-to-day accounting queries, Customer may reach our Finance Team at accounting@worksome.com.‍

10.9. Publicity.  Worksome may use Customer’s name and logo in its marketing and promotional materials. Customer may revoke the use of its name and logo at any time at Customer’s sole discretion.‍

10.10  Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one Agreement.  Any signature or other electronic symbol or process for executing this Agreement will have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law.‍

10.11 Force Majeure.  Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay results from causes beyond the reasonable control of such party. The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.