Clora

Last Updated: July 14, 2022

This Terms of Service agreement (this “Agreement”) is a contract between you (“you”) and Clora, LLC., a Delaware limited liability company (“Clora”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.clora.com (the “Site”) and related software and services (collectively, the “Clora Platform”).

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY ACCESSING OR USING THE CLORA PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CLORA PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY CLORA IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, CLORA WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE AT THE SITE AND UPDATE THE “LAST UPDATED” DATE ABOVE. IF WE MAKE ANY MATERIAL CHANGES TO THIS AGREEMENT, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE SITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THIS AGREEMENT WILL BE EFFECTIVE UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE “LAST UPDATED” DATE ABOVE, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF CLORA PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH CLORA MAY REQUIRE BEFORE FURTHER USE OF THE CLORA PLATFORM IS PERMITTED. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING THE CLORA PLATFORM UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT. OTHERWISE, YOUR CONTINUED ACCESS TO OR USE OF THE CLORA PLATFORM AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT. YOU AGREE THAT CLORA’S CONTINUED PROVISION OF THE CLORA PLATFORM IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

I. THE CLORA PLATFORM.

1. Purpose of the Clora Platform.

The Clora Platform facilitates the relationship between users (“Clients”) requesting services to be performed (the “Services”) and independent consultants who have met the requisites designated by Clora (“Consultants”) to provide the Services to the Client. Under this Agreement, Clora provides the Clora Platform to you in your capacity as either a Client or Consultant. For clarity, the term “you”, as used in this Agreement, may mean “Client” and/or “Consultant”. The Clora Platform includes curating Clients and Consultants, facilitating the formation of contracts between Clients and Consultants and helping to resolve disputes related to those contracts. Except as otherwise agreed to by the Client and Clora, Clients post jobs on the Clora Platform. Consultants, in turn, post profiles and submit applications for those jobs. Clora then reviews these applications and decides whether to submit them to the Client. Before Clora presents a Consultant’s application to Client, Client and Clora will agree to terms in Clora’s Master Services Agreement (“MSA”). Prior to a Consultant's proposal being presented to a Client, Consultant and Clora shall execute a Consultant Referral Agreement ("CRA") that outlines the terms of the services Clora is providing Consultant.

2. Eligibility.

The Clora Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the Clora Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

II. CLORA GENERAL POLICIES.

1. User Content Transmitted Through the Clora Platform.

Clora does not claim ownership to any content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) you upload, post, publish or display through the Clora Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the Clora Platform or otherwise provide to Clora (collectively, such actions, “transmit”), including without limitation your resume and other applicable information, including your name, email address, employment and work history, work experience, educational background and skill set to be eligible to be matched with potential opportunities (collectively, such content and materials, “User Content”). When you transmit any User Content through the Clora Platform you represent that you own or have all rights to provide and make available the User Content to Clora and on the Clora Platform in connection with Clora’s provision and your use of the Clora Platform. You grant Clora a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, User Content (in whole or in part), for the purposes of: (a) operating, improving and providing the Clora Platform, including sharing the User Content between the Consultant and the Company for the purposes of facilitating a relationship; and (b) compiling statistical and other information related to the performance, operation, and use of the Clora Platform. Please remember that other registered users may search for, see, use, modify and reproduce any of User Content that you submit to any “public” area of Clora Platform, including any information included in your profile. You agree that you, not Clora, are responsible for all of the User Content that you transmit through the Clora Platform.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Clora Platform provided by you to Clora are non-confidential and Clora is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Clora may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Clora, its users and the public. You understand that the technical processing and transmission of the Clora Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

While Clora takes security and privacy very seriously, Clora is not a HIPAA Business Associate and the Clora Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.

Unless expressly agreed to by Clora in writing elsewhere, Clora has no responsibility or liability for your deletion or the accuracy of any User Content; or the failure to store, transmit or receive transmission of User Content.

2. Identity and Account Security.

Clora reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Clora, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your Clora account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on Clora. You must notify Clora support immediately if you suspect that your password has been lost or stolen. By using your Clora account, you acknowledge and agree Clora’s account security procedures are commercially reasonable.

3. Restrictions.

Unauthorized Actions. You will not access (or attempt to access) the Clora Platform by any means other than the interface provided, and you will not use information from the Clora Platform for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. Clora reserves the right to investigate and take appropriate legal action against anyone who, in Clora’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by Clora; you will not use the Clora Platform to: transmit any User Content that (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (H) that constitutes PHI that is subject to HIPAA; or (I) in the sole judgment of Clora, is objectionable or which restricts or inhibits any other person from using or enjoying the Clora Platform, or which may expose Clora or its users to any harm or liability of any type; interfere with or disrupt the Clora Platform or servers or networks connected to the Clora Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Clora Platform; violate any applicable local, state, national or international law, or any regulations having the force of law; disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you; impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18; harvest or collect email addresses or other contact information of other users from the Clora Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; further or promote any criminal activity or enterprise or provide instructional information about illegal activities; disclose to any third party or use for any purpose other than the purpose for which it was made available any information of Clora marked as “confidential” or “proprietary”, including without limitation the “Toolkit”; or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Clora Platform.

No Reverse Engineering. The technology and software underlying the Clora Platform or distributed in connection therewith is the property of Clora, our affiliates and our partners (the “Software”). You will not to copy, modify, merge, decompile, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software except to the extent the foregoing restrictions are expressly prohibited by applicable law. Any rights not expressly granted herein are reserved by Clora.

Enforcement of Agreement and Policies. Clora has the right, but not the obligation, to monitor your use of the Clora Platform, any User Content that you transmit and the Services performed by the Consultant to determine your compliance with the terms and conditions of this Agreement, and to suspend or cancel your access to the Clora Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Clora’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Clora Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for Clora. Once suspended or terminated, you MAY NOT continue to use the Clora Platform under a different account or re-register under a new account. If you attempt to use the Clora Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Clora Platform, including data, messages, files and other material you keep on Clora.

III. PAYMENT TERMS AND INVOICES.

1. Service Agreements

Clora charges Clients for Services provided by Consultant as agreed to between Clora and Client. Clora’s fees for its services provided are included in the fee charged to Client. Clora does not charge Consultant fees for Clora’s services.

Each engagement for Services and associated fees for Services between Client and Consultant shall be memorialized by and subject to Statement of Work agreements (“SOW”) between Client and Consultant, and by Project Rate Agreements (“PRAs”) between Client, Consultant and Clora. The specific terms and conditions contained within a SOW and PRA will apply only to the consulting Services described in those SOWs and PRAs. Separate SOWs and PRAs are required for any new additional services that the Consultant agrees to perform for Client. For all Services provided by Clora to Client under this Agreement and the MSA, and for all Services provided by Consultants to Client under the specific SOWs, Company will pay Clora as detailed in the PRAs, and Clora will pay Consultant as detailed in the respective PRAs.

2. Time Tracking, Invoicing and Remittance.

Consultant will be paid in accordance with the terms of the CRA and the PRA and corresponding SOW for the work performed in accordance with such SOW. Consultant will complete a detailed time sheet using the Clora billing platform and Clora will invoice Client on Consultant’s behalf. Upon receiving payment from Client, Clora will remit payment to Consultant within five (5) business days.

IV. DISINTERMEDIATION AND NON-SOLICITATION.

Client agrees to make all payments to Consultant through Clora for any work performed by Consultant and agrees to not, directly or indirectly, encourage or solicit to hire, refer to another party or otherwise hire or engage for performance of any services (excluding services performed pursuant to a SOW between Client and Consultant for a period of three (3) years from the later of: (1) the execution date of a SOW or (2) the date that Consultant ceases Consultant’s business relationship with the Company or (3) the date the Consultant was introduced or presented by Clora. Client will notify Clora immediately if the Consultant improperly contacts or suggests making or receiving payments outside of Clora.

Consultant agrees to process all invoices to Clients through Clora for any work performed by Consultant for a period of three (3) years from the later of: (1) the execution date of a SOW or (2) the date that Consultant ceases Consultant’s business relationship with the Client or (3) the date the Consultant was introduced or presented to a Client by Clora. Consultant will notify Clora immediately if the Client improperly contacts or suggests making or receiving payments outside of Clora.

If you become aware of a breach or potential breach of this disintermediation policy, you will immediately submit a report to Clora by sending an email message to legal@clora.com

Any violation of the foregoing restrictions is a material breach of this Agreement, and your account may be permanently suspended and Client will be charged a Disintermediation Fee equal to thirty three percent (33%) of the estimated fees over a twelve (12) month period, which is calculated by taking the Consultant’s “Hourly Rate” and multiplying it by 2,080. The Consultant’s Hourly Rate is defined as the highest hourly rate in the Consultant’s profile.

V. CONTRACT TERMS BETWEEN CLIENT AND CONSULTANT.

Unless otherwise agreed to in writing signed by Clora, Client and Consultant, the terms and conditions applicable to Clora’s obligations are as set forth in the MSA and the applicable PRAs and CRAs. Client and Consultant may not agree to any other terms and conditions (including in any SOW) that affect the rights or responsibilities of Clora as described herein and therein.

Clora, Client and Consultant are independent contractors and nothing contained in this Agreement or other agreements shall be construed to place us in the relationship of partners, principal and agent, employer/employee or joint venturers. All Parties agree that none of us shall have power or right to bind or obligate the other, nor shall either hold itself out as having such authority.

As a Consultant, you acknowledge and agree that your relationship to Clora is that of an independent contractor and vendor rendering professional services, and that

you have no authority to act on behalf of Clora;
Clora does not, in any way, supervise, direct, or control your performance of Services; and
Clora is not a party to any contract you may enter into with Clients (including SOWs) and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of Clora, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from Clora, that Clora provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:
- compensating any of your principals, employees and agents who provide any services to Clients on your behalf, including, without limitation, wages and employee benefits;
- reporting to all applicable government agencies all amount paid to such principals, employees and agents;
- withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax act;
- compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.

VI. YOUR ACKNOWLEDGMENT OF CLORA’S ROLE.

1. Statements of Work (SOWs.)

You expressly acknowledge, agree and understand that: (i) the Clora Platform is merely a venue where users may act as either Clients or Consultants under the terms of this Agreement; (ii) Clora is not a party to any contracts (including SOWs) between Clients and Consultants; (iii) you recognize, acknowledge and agree that you are not an employee of Clora and that Clora does not, in any way, supervise, direct, or control your work or the Services; (iv) Clora will not have any liability or obligations under or related to SOWs or any acts or omissions by you or other users; (v) Clora has no control over Consultants or over the Services promised or rendered by Consultants; and, (vi) Clora makes no representations as to the reliability, capability, or qualifications of any Consultant or the quality, security or legality of any Services, and Clora disclaims any and all liability relating thereto.

Clora merely makes the Clora Platform available to enable Consultants to identify and determine the suitability of Clients for themselves, and to enable Clients to identify and determine the suitability of Consultants for themselves. Clora does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Consultants to deliver Services, the ability of Clients to pay for Services, or that a Client or Consultant can or will actually complete a transaction.

2. Supplementary Information.

Clora is not required to and does not verify any information given to us by Consultants or Clients, including its accuracy or legality, nor does Clora perform background checks on Consultants or Clients, unless otherwise agreed in writing. Clora may provide information about a Consultant or Client, such as a satisfaction score, geographical location or third party feedback, or verification of identity or credentials. However, such information is based solely on data that Consultants or Clients submit. Clora provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Clora and should not be relied upon.

3. Clora’s Proprietary Rights.

Clora and its licensors reserve all rights, title, ownership and interest in and to all copyrights, trademarks and all related graphics, service marks, logos, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected, in and to the Clora Platform. You may not use the Clora Platform except as necessary for the purposes of exercising your rights and discharging your obligations under this Agreement and any MSA, SOW, PRA, or CRA, as applicable, entered into pursuant to this Agreement. Clora reserves the right to withdraw, expand and otherwise change the Clora Platform at any time in Clora’s sole discretion.

4. Third Party Websites.

The Clora Platform may provide, or third parties may provide, links or other access to third party websites (“Third Party Websites”), applications, products, and services (“Third Party Products or Services”), and advertisements for third parties (“Third Party Ads”). When you click on a link to a Third Party Website, Third Party Product Service, or Third Party Ad, Clora will not warn you that you have left the Clora Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Clora has no control over such Third Party Websites, Third Party Products or Services, or Third Party Ads and Clora is not responsible for and does not endorse such Third Party Websites, Third Party Products or Services, or Third Party Ads. Clora provides these Third Party Websites, Third Party Products or Services, and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the foregoing, or any product, service, or information provided in connection therewith. You use all links in Third Party Websites, Third Party Products or Services, and Third Party Ads at your own risk. When you leave the Clora Platform, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, Third Party Products or Services, or Third Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You further acknowledge and agree that Clora will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, products, goods, or services available on or through any such Third Party Website, Third Party Products or Services, or Third Party Ads. Any dealings you have with third parties found while using the Clora Platform are between you and the third party, and you agree that Clora is not liable for any loss or claim that you may have against any such third party.

5. Social Networking Services.

You may enable access to various online third party services through the Clora Platform, such as social media and social networking services like LinkedIn (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Clora Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Clora’s use, storage and disclosure of information related to you and your use of such services within Clora, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Clora will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Clora Platform.

In addition, Clora is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Clora is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Clora enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

6. Clora as a Limited Agent.

This Agreement and any registration for or use of this Site or the Clora Platform will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Clora, except and solely to the extent expressly stated in this Agreement.

From time to time, a user may ask Clora to provide a physical or manually signed copy of this Agreement, a MSA, a PRA, or a CRA, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoint Clora as your agent for the limited purpose of executing documents that confirm your activities on the Clora Platform. Clora will act on your behalf and in a clerical capacity, without in any way restricting Clora’s rights or expanding Clora’s obligations under this Agreement or under any MSA, PRA, or CRA. You hereby appoint Clora as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Consultants or to Clora, if another user so requests.

VII. WARRANTY DISCLAIMER.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CLORA PLATFORM AND ANY RELATED SERVICES IS AT YOUR SOLE RISK, AND THE CLORA PLATFORM AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLORA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE CLORA PLATFORM OR ANY RELATED SERVICES.

CLORA MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE CLORA PLATFORM OR ANY RELATED SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF CLORA PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CLORA PLATFORM OR ANY RELATED SERVICES WILL BE ACCURATE OR RELIABLE.

CLORA MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE CLORA PLATFORM OR ANY RELATED SERVICES. CLORA DOES NOT GUARANTEE THAT THE CLORA PLATFORM OR ANY RELATED SERVICES WILL RESULT IN CONSULTANTS BEING HIRED OR POSITIONS BEING FILLED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, ENGAGEMENT, HIRING AND/OR FEE DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU.

ANY CONTENT ACCESSED THROUGH CLORA PLATFORM OR ANY RELATED SERVICES, IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT CLORA IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CLORA LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF CLORA PLATFORM. YOU UNDERSTAND THAT CLORA DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF CLORA PLATFORM.

FROM TIME TO TIME, CLORA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CLORA’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

VIII. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT, OR OTHERWISE), EXCEPT FOR A PARTY’S LIABILITY FOR ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT OR FOR ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE: (I) NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY UNDER THIS AGREEMENT OR ANY MSA, PRA, OR CRA FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, OR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT IN EACH CASE WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY IN CONNECTION WITH THIS AGREEMENT AND ANY MSA, PRA, OR CRA SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO CLORA DURING THE TWELVE (12) MONTHS PRECEDING THE LAST ACT, OMISSION OR OCCURRENCE GIVING RISE TO LIABILITY.

IX. INDEMNIFICATION.

You will indemnify, defend and hold harmless Clora and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to your use of the Clora Platform, any Services or any MSA, SOW, PRA, OR CRA entered into by you (including without limitation claims that Consultant was misclassified as an independent contractor or that Clora was an employer or joint employer of Consultant, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of this Agreement or any MSA, SOW, PRA, or CRA, your violation of any rights of another, and your violation of any applicable laws, rules or regulations. Clora reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Clora in asserting any available defenses. This provision does not require you to indemnify any party for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Clora Platform. You agree that the provisions in this section will survive any termination of your account, the Agreement and/or your access to the Clora Platform.

X. TERM AND TERMINATION.

1. Term.

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with the terms herein.

2. Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any SOWs that have been executed prior to termination and this Agreement will continue to apply with respect to such SOWs.

3. Consequences of Termination.

Termination will not relieve Client of the requirement to pay for time spent and expenses incurred under any SOW. Clora will pay Consultant, in accordance with the provisions of the section titled “Payment Terms and Invoices.”

4. Survival.

Any respective obligations of Client, Consultant or Clora hereunder which by their nature should continue beyond the termination, cancellation, or expiration of this Agreement and any related MSA, SOW, PRA, or CRA shall survive such termination, cancellation or expiration.

XI. GENERAL.

1. Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

2. Compliance.

You will not violate any laws or third party rights on or related to the Clora Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ proprietary rights. The Clora Platform and the transmission of applicable data, if any, is subject to United States export controls. No part of the Clora Platform may be exported or re-exported in violation of U.S. export laws. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Clora Platform, including as it concerns online conduct and acceptable content.

3. Notices; Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Clora Platform. Notices hereunder will be invalid unless made in writing and given (a) by Clora via email (in each case to the email address that you provide), (b) a posting on the Clora Site or (c) by you via email to legal@clora.com or to such other addresses as Clora may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

4. Modifications.

No modification or amendment to this Agreement will be binding upon Clora unless in a written instrument signed by a duly authorized representative of Clora. A written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

5. No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

6. Assignability.

You may not assign this Agreement, or any of its rights or obligations hereunder, without Clora’s prior written consent in the form of a written instrument signed by a duly authorized representative of Clora (a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Clora may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

7. Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

8. Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

9. Personal Jurisdiction and Venue.

You and Clora agree that that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the Massachusetts state courts of Suffolk County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Massachusetts). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

10. Prevailing Language.

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

XII. Force Majeure.

Clora shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

XIII. YOUR PRIVACY.

At Clora, we respect the privacy of our users. For details please see our Privacy Policy . By using the Clora Platform, you consent to our collection and use of personal data as outlined therein.

XIV. NOTICE FOR CALIFORNIA USERS.

Under California Civil Code Section 1789.3, users of the Clora Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Clora, Inc., 617-446-3734.