Terms of Use of the BookedOut Platform

Last Revised: March 1, 2016

These Terms of Use (hereinafter, this "Agreement") constitute a contract between you and BookedOut, a Delaware corporation ("BookedOut," "we," or "us") and govern your use of the website located at https://bookedout.com, our mobile applications (each an "Application" or "App"), and our Application Program Interfaces (APIs) (each an "API" and, together with the website and Apps, the "Site") and the Services (as defined below). The Site and the Services collectively are referred to herein as the "BookedOut Platform." The separate portion of the BookedOut Platform that is used by Third-Party Employees and W-2 Clients (as defined below) to schedule and facilitate work is referred to herein as "the W-2 Portal Platform."

This Agreement governs the use of the BookedOut Platform by four types of Platform Users:

Freelancers;

1099 Clients;

Third-Party Employees; and

W-2 Clients

which are defined as follows:

Depending on which of the above Platform-User categories you fall into, certain portions of this Agreement, as designated, apply to you but not to other categories of Platform Users; and certain portions of this Agreement may apply to other categories of Platform Users but not to you.

You are advised that BookedOut may amend this Agreement at any time and effective upon publication on the Site. Your continued use of the BookedOut Platform after the Effective Date of a revised version of this Agreement constitutes your acceptance of all terms including revised terms.

Certain features of the BookedOut Platform may be subject to additional terms that will be posted on the BookedOut Platform in connection with such features. All such additional terms are incorporated by reference into this Agreement. In the event of a conflict between the additional terms and any provision in this Agreement, the additional terms will prevail, but only with respect to the Services to which the additional terms apply.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE BOOKEDOUT PLATFORM. BY ACCESSING OR USING THE BOOKEDOUT PLATFORM, YOU ARE ACCEPTING THESE TERMS AND YOU REPRESENT AND WARRANT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT); (2) YOU ARE AT LEAST 18 YEARS OLD; AND (3) YOU HAVE THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE BOOKEDOUT PLATFORM IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE BOOKEDOUT PLATFORM.

IF YOU ARE AN INDIVIDUAL SEEKING WORK OPPORTUNITIES AS A W-2 EMPLOYEE, YOU ARE NOT AUTHORIZED TO USE THE W-2 PORTAL PLATFORM UNLESS YOU ARE AN EMPLOYEE OF NEXTSOURCE OR ANOTHER THIRD-PARTY W-2 EMPLOYER THAT CONTRACTS WITH BOOKEDOUT.

1. THE BOOKEDOUT PLATFORM

1.1. Eligibility (Applicable To All Platform Users).

You represent, warrant, and covenant that you are not: (a) a citizen or resident of a country in which use or participation in the BookedOut Platform or any of the Services are 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.

1.2. Terms Freelancers and 1099 Clients Agree To Regarding Use Of The BookedOut Platform.

(a). Generally. BookedOut provides an online platform that can be used to connect businesses seeking to obtain freelance services, including advertising and event-marketing services (each a "1099 Client") with Freelancers who provide such services. The services the BookedOut Platform provides will be referred to herein as ("the Services"). Clients post advertising and marketing projects (the "Projects") through the Site and Freelancers may review, pursue, submit for and accept Projects posted and/or requested by 1099 Clients. Freelancers have access to the Site to create and post profiles and respond to and/or accept Projects posted by 1099 Clients. When a Freelancer accepts a Project posted by a 1099 Client, then the terms and conditions for such Project, including the provision of services thereto, shall be subject to the Standard Project Terms (as defined herein), except to the extent otherwise modified in the stated terms and conditions of a particular Project posted by a 1099 Client. Upon a Freelancer's satisfactory performance of a Project, the 1099 Client submits payment through the Site for the benefit of the Freelancer and BookedOut facilitates the Client's payment to Freelancers on behalf of the Client. BookedOut's services for Freelancers are limited to providing and maintaining a platform to enable and facilitate communication, connection, engagement, and payment between 1099 Clients and Freelancers for the fulfillment of the Project. BookedOut may facilitate the provision of an IRS Form 1099 to 1099 Clients for issuance to a Freelancer when a Freelancer has earned payments from that 1099 Client that reach the required legal threshold for reporting income. BookedOut's responsibilities are limited to facilitating the availability of the BookedOut Platform as described herein. 1099 Clients and Freelancers (and not BookedOut) are solely responsible for any interaction between each other, provided, however, that the Services may facilitate communications between 1099 Clients and Freelancers.

(b). Terms Freelancers agree to regarding using the BookedOut Platform. BookedOut grants you a non-transferable, non-exclusive, right to access the Site and use the Services for your personal and professional use, subject at all times to the terms of this Agreement including the restrictions on use, the acceptable-use provisions, and our right to remove your Content (as defined below) at our discretion at any time. You may not, however, use the Services on behalf of any third party without our consent.

Subject to the terms and conditions herein and in consideration of the rights to use the Services granted by BookedOut to you, BookedOut grants you a personal, revocable, limited, non-transferable, non-sublicenseable license to use the App on either: (1) any iPhone, iPad, or iPod Touch that you own or control; or (2) any Android-enabled mobile device that you own or control. With respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace, or any similar store or marketplace (each, an "App Store" and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third-party terms of the relevant App Store (e.g. Apple App Store's "Usage Rules") (the "Usage Rules").

YOUR USE OF THE BOOKEDOUT PLATFORM CONSTITUTES YOUR ACKNOWLEDGMENT THAT BOOKEDOUT DOES NOT ACT OR FUNCTION AS, AND IS NOT IN FACT, YOUR EMPLOYER, NOR IS BOOKEDOUT A STAFFING, EMPLOYMENT, RECRUITMENT, OR PLACEMENT AGENCY. YOU MAY USE THE BOOKEDOUT PLATFORM TO COORDINATE SERVICES AND COMMUNICATION WITH CLIENTS. BookedOut is not in any way responsible for the performance or obligations of any Clients, or any Freelancer, and it does not exercise control over the quality, timing, provision, legality, or any other aspect whatsoever of the services provided by any Freelancer, or any of the actions or omissions whatsoever of any User of the Platform.

By participating as a Freelancer, you represent and warrant that: (i) all of the information in your profile and any information that you provide when you apply to fulfill a Project is true, accurate, and complete and that you will update such information as necessary to ensure that it remains true, accurate, and complete; and (ii) you will perform the services in accordance with the information you provide. If you are selected by a 1099 Client to perform a Project, you represent and warrant that you will perform the Project: (i) in substantial accordance with the requirements set forth in the Project description on the Site; (ii) in a professional and workmanlike manner in accordance with industry standards; (iii) in compliance with applicable law; (iv) in a manner that will not infringe any third-party right including any copyright or trademark right, any right of privacy or publicity, or contain any defamation; or (v) in any manner that breaches our Acceptable-Use Policy set forth below. In addition, you represent and warrant that you will not solicit users to pay for your services off the Site or otherwise circumvent any fees that are paid or would be payable to BookedOut. You further agree that unless you obtain the consent of any 1099 Client, you will use the personal information of the 1099 Client provided to you by BookedOut only to communicate with and provide the services to the 1099 Client, and for no other purpose. You are solely responsible for the truthfulness, accuracy, and completeness of your profile and any information you submit to the Site. Submission of information in response to a Project does not obligate BookedOut to make your submission or any of its contents available on the Services and BookedOut may remove your submission with or without notice at any time for any reason. You agree that BookedOut will not be liable to you or to any third party for any removal of a posting or any part thereof.

(c). Terms 1099 Clients agree to regarding use of the BookedOut Platform. By participating as a 1099 Client, you represent and warrant that the information you submit to us or post on the Services regarding your Project are true, accurate, and complete and that you will update such information as necessary to ensure that it remains true, accurate, and complete. You agree that the products and services referenced in any Project are provided to Freelancers and sold to consumers in accordance with all applicable laws and that the information contained in the Project or that you otherwise provide to Freelancers: (i) is not misleading or deceptive; (ii) is in accordance with applicable laws; (iii) will not infringe any third-party right including any copyright or trademark right, any right of privacy or publicity, or contain any defamation; or (iv) is in conformance with the requirements of our Acceptable-Use Policy set forth below. You agree to provide a safe working environment and comply with all applicable laws, rules, and regulations that relate to the safety of persons performing work for you. You further agree that you will pay the Freelancer consideration as agreed upon between you and the Freelancer and/or as set forth in the Project in accordance with the provisions of this Agreement. In addition, you represent and warrant that you will not solicit Freelancers to provide you services off the Site or otherwise circumvent any fees that are paid or would be payable to BookedOut. You further agree that unless you obtain the consent of any Freelancer, you will use the personal information of the Freelancer provided to you by BookedOut only to communicate with and receive the services to the Freelancer, and for no other purpose. You are solely responsible for the truthfulness, accuracy, and completeness of a Project posting you submit and for all content contained in a Project posting. Submission of a Project posting does not obligate BookedOut to make the Project posting or any of its contents available on the Services and we may remove a posting with or without notice at any time for any reason. You agree that BookedOut will not be liable to you or to any third party for any removal of a posting or any part thereof.

(d). Additional terms both Freelancers and 1099 Clients agree to regarding use of the BookedOut Platform. BookedOut does not control the quality, safety, or legality of any aspect of the job, the ability of Freelancers to provide the services, or the ability of 1099 Clients to pay Freelancers. Each Freelancer agrees that each 1099 Client for which the Freelancer performs a Project is an intended third-party beneficiary of this Agreement with respect to this Section 1.2(d), and therefore, each 1099 Client has the right to enforce any covenant, representation, or warranty set forth herein. Each 1099 Client agrees that each Freelancer that 1099 Client engages to perform a Project is an intended third-party beneficiary of this Agreement with respect to this Section 1.2(d), and therefore, each Freelancer has the right to enforce any covenant, representation, or warranty set forth herein.

With respect to any particular campaign and solely with respect to each other, each Freelancer and 1099 Client agrees that the other will not be liable for ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL FREELANCER BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. With respect to any particular Project and solely with respect to each other, each Freelancer and 1099 Client each agree that the other's MAXIMUM AGGREGATE LIABILITY FOR ANY PROJECT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE FREELANCER FROM THE 1099 CLIENT FOR THE APPLICABLE PROJECT.

1.3. Terms Third-Party Employees and W-2 Clients Agree To Regarding Use of the BookedOut Platform.

(a). Generally. This Agreement governs the use of the portion of the BookedOut Platform that allows the W-2 employees of any third-party W-2 employer (such as nextSource) who may eventually contract with BookedOut to use the BookedOut Platform) to schedule work with the W-2 Clients that engage with nextSource for the provision of temporary employees to provide services at Client events and promotions (" the W-2 Portal Platform").

The W-2 Portal Platform can also be used to enable W-2 Clients to set, and communicate regarding, work schedules of W-2 employees of a third-party employer (such as nextSource) when W-2 Clients have contracted with a third-party employer for the provision of services. The W-2 Portal Platform provides an online platform designed to connect businesses seeking to obtain temporary W-2 employees, including for advertising and event-marketing services (each business a "W-2 Client") with temporary workers employed by a third-party W-2 employer (such as nextSource), who provide such services ("Third-Party Employees"). The services the W-2 Portal Platform provides will be referred to herein as ("the W-2 Services"). Through the W-2 Services, certain W-2 Clients post advertising and marketing projects ("Jobs") through the Site and the Third-Party Employees assigned to that Job may review and schedule their work assignments using the W-2 Portal Platform. The Third-Party Employees have access to the Site to review and schedule their Jobs for W-2 Clients. When nextSource or another third-party W-2 employer assigns a temporary employee to a Job, then the terms and conditions for such Job, including the provision of services thereto, shall be subject to the Standard Job Terms (as defined herein), except to the extent otherwise modified in the stated terms and conditions of a particular Job posted by a W-2 Client.

(b). Terms Third-Party Employees agree to regarding using the BookedOut Platform. At all times, Third-Party Employees are employed solely by nextSource (or another third-party W-2 employer), and are not in fact and will not be considered for any purpose to be employees or contractors of BookedOut. As a requirement to use the W-2 Portal Platform, and review W-2 Client Jobs, as a worker you will be required to enter into an employment relationship with nextSource (or another third-party W-2 employer) establishing that you are a Third-Party Employee.

You acknowledge and agree that BookedOut is not your employer, and exercises no control over the terms and conditions, or the manner of performance, of your work for any W-2 Client or the terms and conditions of you employment with nextSource or another third-party W-2 employer.

As a Third-Party Employee of nextSource (or another third-party W-2 employer) you further acknowledge that BookedOut's services are limited to providing and maintaining the W-2 Portal of the BookedOut Platform to enable and facilitate communication and connection between W-2 Clients and Third-Party Employees relating to the fulfillment of Jobs.

You acknowledge that BookedOut's role and responsibilities are limited to facilitating the availability of the W-2 Portal Platform for use by W-2 Clients and Third-Party Employees, and W-2 Client and Third-Party Employees (and not BookedOut) are solely responsible for any interaction between each other, provided, however, that the Services may facilitate communications between W-2 Clients and Third-Party Employees.

BookedOut grants you a non-transferable, non-exclusive, right to access the Site and use the Services for your personal and professional use, subject at all times to the terms of this Agreement including the restrictions on use, the acceptable-use provisions, and our right to remove your Content (as defined below) at our discretion at any time. You may not, however, use the Services on behalf of any third party (other than your employer, nextSource, or another third-party W-2 employer that BookedOut has contracted with) without our consent.

To become a Third-Party Employee authorized to use the W-2 Portal Platform, you will need to successfully complete the employment-application process with nextSource or another third-party W-2 employer. That process will be controlled by nextSource or another potential third-party W-2 employer, but be advised that you will be required to represent and warrant certain things to your prospective employer as part of that process.

Subject to the terms and conditions herein and in consideration of the rights to use the Services granted by BookedOut to you, BookedOut grants you a personal, revocable, limited, non-transferable, non-sublicenseable license to use the App on either: (1) any iPhone, iPad, or iPod Touch that you own or control; or (2) any Android-enabled mobile device that you own or control. With respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace, or any similar store or marketplace (each, an "App Store" and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store's "Usage Rules") (the "Usage Rules").

YOUR USE OF THE BOOKEDOUT PLATFORM CONSTITUTES YOUR ACKNOWLEDGMENT THAT BOOKEDOUT DOES NOT ACT OR FUNCTION AS, AND IS NOT IN FACT, YOUR EMPLOYER, NOR IS BOOKEDOUT A STAFFING, EMPLOYMENT, RECRUITMENT, OR PLACEMENT AGENCY. THE BOOKEDOUT PLATFORM MAY BE USED BY YOU TO FACILITATE SERVICES BY AND AMONG USERS. However, BookedOut is not in any way responsible for the performance or obligations of Users, and it does not exercise control over the quality, timing, provision, legality, or any other aspect whatsoever of the Services, or any of the actions or omissions whatsoever of any User.

YOUR USE OF THE BOOKEDOUT PLATFORM OR THE W-2 PORTAL PLATFORM CONSTITUTES YOUR EXPRESS ACKNOWLEDGMENT THAT BOOKEDOUT IS NOT YOUR EMPLOYER, AND DOES NOT ACT OR FUNCTION AS, AND IS NOT IN FACT, A STAFFING, EMPLOYMENT, RECRUITMENT, OR PLACEMENT AGENCY. YOU MAY USE THE W-2 PORTAL PLATFORM TO COORDINATE SERVICES AND COMMUNICATION WITH W-2 CLIENTS. BookedOut is not in any way responsible for the performance or obligations of W-2 Clients, or nextSource or any other third-party W-2 employer, or any Third-Party Employees, and it does not exercise control over the quality, timing, provision, legality, or any other aspect whatsoever of the services provided by Third-Party Employees, or any of the actions or omissions whatsoever of any User of the Platform.

(c). Terms W-2 Clients agree to regarding use of the BookedOut Platform. By participating as a W-2 Client, you represent and warrant that the information you submit to us or post on the Services regarding your Job are true, accurate, and complete and that you will update such information as necessary to ensure that it remains true, accurate, and complete. You agree that the products and services referenced in any Job are provided to Third-Party Employees and sold to consumers in accordance with all applicable laws and that the information contained in the Job or otherwise provided by you to Third-Party Employees: (i) is not misleading or deceptive; (ii) is in accordance with applicable laws; (iii) will not infringe any third-party right including any copyright or trademark right, any right of privacy or publicity, or contain any defamation; or (iv) is in conformance with the requirements of our Acceptable-Use Policy set forth below. You further agree that you will pay the Third-Party Employees the consideration as agreed upon between you and the Third-Party W-2 Employer (such as nextSource). In addition, you represent and warrant that you will not solicit any Third-Party Employees of nextSource (or such other third-party W-2 employer, as the case may be) to provide you services off the Site or otherwise circumvent any fees that are paid or would be payable to nextSource or such other third-party employer, or BookedOut. You further agree that unless you obtain the consent of any Third-Party Employee, you will use the personal information of any Third-Party Employee provided to you by BookedOut only to communicate with and receive the services of the Third-Party Employee, and for no other purpose. You are solely responsible for the truthfulness, accuracy, and completeness of a Job posting you submit and for all content contained in a Job posting. Submission of a Job posting does not obligate BookedOut to make the Job posting or any of its contents available on the Services and we may remove a Job posting with or without notice at any time for any reason. You agree to provide a safe working environment and comply with all applicable laws, rules, and regulations that relate to the safety of persons performing work for you. You agree that BookedOut will not be liable to you or to any third party for any removal of a Job posting or any part thereof.

(d). Terms both Third-Party Employees and W-2 Clients agree to regarding use of the BookedOut Platform. BookedOut does not control the quality, safety, or legality of any aspect of the job, the ability of Third-Party Employees to provide services, the ability of W-2 Clients to pay Third-Party Employees, or the ability of W-2 Clients to pay third-party employers or Third-Party Employees.

2. BOOKEDOUT GENERAL POLICIES.

2.1. Accounts.

(a). To use certain Services, for example, to create a profile or to create a Project, you must: (i) register for an account with BookedOut (an " Account") and provide certain information about yourself as prompted by the registration form; and (ii) connect to the Services through a Social-Networking Service (as defined below) in which case we will access registration information that you authorize from the Social-Networking Service. In addition, to use the W-2 Portal Platform, you must become an employee of nextSource (or another third-party W-2 employer) by successfully completing its application and hiring process. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by emailing support@bookedout.com. Upon termination, we will remove your Content (as defined below) as described below. You acknowledge that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of BookedOut. You agree that BookedOut will not be liable to you or to any third party for any suspension or termination of your Account or any refusal of any use of the BookedOut Platform (or any portion thereof).

(b). As part of the registration process you will be required to provide an email address and select a password (collectively "Credentials"), which you may not share with any third parties (unless as a Third-Party Employee your employer requires you to do so). If someone accesses the Services using your Credentials, we will rely on those Credentials and will assume that it is you or your representative who is accessing the Services. You are solely responsible for any and all use of your Credentials and all activities that occur in connection with your Credentials. We reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Credentials, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Credentials. You agree to immediately notify BookedOut of any real or suspected unauthorized use. BookedOut cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.2. Our Technology and Content.

(a). Excluding any of your Content (defined below) that you may provide, you acknowledge that: (i) the BookedOut Platform is and will remain the sole property of BookedOut and is subject to protection under U.S. and foreign copyright laws; (ii) all the intellectual-property rights, including copyrights, patents, trademarks, and trade secrets, in the BookedOut Platform and content made available through any part of the BookedOut Platform are owned by BookedOut or its licensors or suppliers; and (iii) the APIs are the confidential and proprietary information of BookedOut. BookedOut's name, logo, and the product names associated with the BookedOut Platform belong to BookedOut (or its licensors or suppliers, where applicable), and no right or license is granted to use them by implication, estoppel, or otherwise. Neither this Agreement nor your access to the BookedOut Platform transfers to you or any third-party any rights, title, or interest in or to such intellectual-property rights, except for the limited-access rights expressly set forth in this Agreement. BookedOut and its licensors and suppliers reserve all rights not granted in this Agreement.

(b). Any rights and licenses granted to you herein are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the BookedOut Platform, whether in whole or in part; (ii) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other portion of the BookedOut Platform (including images, text, page layout, or form); (iii) you shall not use any metatags or other "hidden text" using BookedOut's name or trademarks; (iv) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the BookedOut Platform; (v) you may not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data-mining tools or the like) to "scrape" or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such); (vi) you shall not access the BookedOut Platform in order to build a similar or competitive website, product, or service; (vii) except as expressly stated herein, no part of the BookedOut Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; and (viii) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in any part of the BookedOut Platform. Any unauthorized use of the BookedOut Platform terminates the licenses granted by BookedOut under this Agreement. BookedOut makes no representation that the BookedOut Platform is appropriate for use in locations other than the United States.

(c). BookedOut reserves the right, at any time, to modify, suspend, or discontinue the BookedOut Platform (in whole or in part) with or without notice to you. You agree that BookedOut will not be liable to you or to any third party for any modification, suspension, or discontinuation of the BookedOut Platform or any part thereof.

(d). Unless otherwise indicated, any future release, update, or other addition to functionality of the BookedOut Platform shall be subject to this Agreement. You acknowledge and agree that BookedOut will have no obligation to provide you with any support or maintenance in connection with the BookedOut Platform. You agree that BookedOut is not obligated to create or provide any corrections, updates, upgrades, bug fixes, and/or enhancements of the BookedOut Platform (each an "Update"). In the event, however, that BookedOut decides to offer an Update, you agree that BookedOut may amend this Agreement in connection with such Update without specific notice to you and that your use of the BookedOut Platform following such Update is conditioned upon your acceptance of any revised Agreement. By using the BookedOut Platform following an Update, you are representing that you have reviewed the then-current version of the Terms of Use and agree to be bound by such version. All Updates will be governed by the version of these Terms of Use published by BookedOut as of the date you use the BookedOut Platform following such update.

(e). In addition to reviewing these terms, you should also read our Privacy Policy located at: https://bookedout.com/privacy to better comprehend how we collect and use your personal information. Your use of the Site, Platform, and the Services constitutes your agreement to our Privacy Policy.

2.3. Feedback.

You agree that submission of any ideas, suggestions, documents, and/or proposals to us, including through any suggestion, feedback, or forum pages ( "Feedback") is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights without restriction and in all media now known and later developed.

2.4. User Content Transmitted Through The BookedOut Platform.

(a). With respect to all content and information you submit to, or use with, the Services, (collectively, "User Content" or " your Content"), you represent and warrant that: (i) you own all right, title, and interest in and to such User Content or are authorized by the owner of your Content to post your Content; (ii) that you have the right to grant to BookedOut the licenses herein; (iii) that your Content does not violate our Acceptable-Use Policy set forth below; and (iv) that you will not use your Content to engage in deceptive or unfair trade practices or otherwise engage in illegal activity. We are under no obligation to pre-screen your Content or the Content of any other user. Your use and/or access to the BookedOut Platform via any mobile phone or other mobile device provides BookedOut with additional information relating to your location, time/duration of access to the Platform, and other information relating to when, where, and how you accessed the Platform, and all such content obtained by BookedOut from your use of the BookedOut mobile application shall be deemed User Content. You hereby grant to BookedOut and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, utilize, disclose, and otherwise use your User Content in connection with the operation of the BookedOut Platform, or the promotion, advertising or marketing thereof, in any form, medium, or technology now known or later developed. In addition, and with respect to BookedOut's use or publication of a user's personal likeness, each user hereby releases BookedOut from any liability from such use or publication to the fullest extent available under applicable law.

(b). You may be able to store your Content in many areas within the Services. We provide these storage capabilities as a convenience to you. You represent and warrant that that Services are not the single repository for your Content and acknowledge that you, and not BookedOut, are responsible for ensuring the Content is backed up. BookedOut has no responsibility or liability for the deletion or loss of any of your Content. You agree that BookedOut retains the right to create reasonable limits on BookedOut's use and storage of your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by us in our sole discretion.

(c). You are solely responsible for your Content and assume all risks associated with use of your Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable. BookedOut makes no guarantee regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable-Use Policy or applicable law.

(d). Each 1099 Client and each W-2 Client agree that BookedOut may list and use their corporate name and logo for the purpose of providing credentials or references in limited-scope, private-marketing materials.

(e). If you wish to remove a profile or Project listing in whole or part, you may do so through the Services or by contacting support@bookedout.com. We will comply with your request for removal as soon as practicable, subject to the following: we may continue to use information derived from your Content in accordance with our Privacy Policy and we may retain the Content in a non-production environment to comply with laws, prevent fraud, resolve disputes, troubleshoot problems, assist with any investigations, enforce this Agreement, and take any other action otherwise permitted by law. Notwithstanding any such removal, the licenses set forth in Section 2.1(a) above will not be terminated for any uses of your Content within the scope of such licenses before the date you removed the Content.

(f). The BookedOut Platform may contain User Content provided by other users or third parties. We are not responsible for and do not control such content. We have the right, but no obligation, to review or monitor such content. We do not approve, endorse, or make any representations or warranties with respect to such content. You use all such content at your own risk.

2.5. Identity and Account Security.

BookedOut 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 BookedOut, 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 BookedOut 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 BookedOut. You must notify BookedOut support immediately if you suspect that your password has been lost or stolen. By using your BookedOut account, you acknowledge and agree the BookedOut's account security procedures are commercially reasonable.

2.6. Acceptable-Use Policy.

(a). Unauthorized Actions. You agree that you will not access (or attempt to access) the BookedOut Platform or the W-2 Portal Platform by any means other than the interface provided, and you will not use the BookedOut Platform, or any information obtained from the BookedOut Platform, for any purpose other than the purpose for which it was made available to you. You are solely responsible for all of your User Content, including code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials, that you upload, post, publish, display, email, or otherwise use or distribute via the BookedOut Platform. BookedOut reserves the right to investigate and take appropriate legal action against anyone who, in BookedOut's sole discretion, violates this provision.

In addition, and not by way of limitation, you expressly agree that you will not use the BookedOut Platform to:

(b). No Reverse Engineering. The technology and software underlying the BookedOut Platform or distributed in connection therewith (the "Software") is the property of BookedOut, our affiliates, and our partners. You agree that you will not copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by BookedOut.

(c). Enforcement of Agreement and Policies. BookedOut retains the right, but not the obligation, to monitor your use of the BookedOut Platform, any User Content that you upload or transmit, and the services performed by a Freelancer or Third-Party Employee on any Project to determine your or any other user's compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the BookedOut Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated BookedOut's rights or those of another party. Without limiting BookedOut's other remedies, it may suspend or terminate your account, use self-help in connection with its rights to reclaim any available funds, and refuse to provide any further access to the BookedOut Platform to you if: (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the BookedOut Platform; (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 BookedOut. Once suspended or terminated, you MAY NOT continue to use the BookedOut Platform under a different account or reregister under a new account. If you attempt to use the BookedOut 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 BookedOut Platform, including data, messages, files, and other material you keep on BookedOut, including User Content.

3. PAYMENT TERMS, INVOICES, AND PAYMENT METHODS

3.1. BookedOut Fees.

(a). Fees from 1099 Clients. BookedOut receives a fee from 1099 Clients for creating, hosting, maintaining, and providing the BookedOut Platform, for facilitating the connection between 1099 Client and Freelancers, and for facilitating payment of any agreed fee between a 1099 Client and a Freelancer for the services performed on a Project. Such fees (the "BookedOut Project Fees") are payable by 1099 Client and subject to the terms of this Agreement (including the Standard Project Terms (defined below)).

(b). Fees from W-2 Clients. BookedOut receives a fee from W-2 Clients for creating, hosting, maintaining, and providing the BookedOut Platform, for facilitating the connection between W-2 Client and Third-Party Employees, and for facilitating payment of any agreed fee between a W-2 Client and a Third-Party Employee for the Services performed on a Job. Such fees (the "BookedOut Job Fees") are payable by W-2 Client and subject to the terms of this Agreement (including the Standard Job Terms (defined below)).

3.2. Disbursements to Freelancers

BookedOut will remit 1099 Client payment funds to Freelancers consistent with the Standard Project Terms (defined below), any specific terms contained in a Project, and otherwise consistent with BookedOut's practices. Funds become payable to Freelancers only upon all of the following occurring: (a) Freelancer accepts a Project and fully performs requested services from a 1099 Client; (b) 1099 Client accepts Freelancer's performed services; and (c) 1099 Client remits appropriate payment to BookedOut. Payments facilitated by BookedOut to Freelancers shall be performed by BookedOut as 1099 Client's limited payment agent solely for the facilitation of payment for Freelancer's services and such payment shall be considered the same as payment made directly by 1099 Client to Freelancer.

3.3. Freelancer Payment.

All payment information that Freelancers provide in connection with the Services must be accurate, current, and complete. By providing BookedOut with your payment information, you agree that BookedOut or a third-party-payment service provider is authorized to immediately invoice you for all fees and charges due and payable to BookedOut hereunder and that no additional notice or consent is required. You agree to immediately notify BookedOut of any change to your payment information. BookedOut reserves the right at any time to change its prices and billing methods, either immediately upon posting on the BookedOut Platform or by e-mail delivery to you.

3.4. Freelancer Non-Payment.

If a 1099 Client fails to accept any services performed by a Freelancer, or otherwise fails to pay amounts due under this Agreement, whether by cancelling 1099 Client's payment method, initiating an improper chargeback or any other means, BookedOut may suspend 1099 Client's BookedOut Account, additional payments may be curtailed or terminated, and BookedOut may immediately stop Client's access to the BookedOut Platform. Without limiting other available remedies, 1099 Client agrees in such situations to reimburse BookedOut for amounts due upon demand, plus any applicable processing fees, charges, or penalties, plus interest at the lesser of one and one-half percent (1.0%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, BookedOut may setoff amounts due against other amounts received from 1099 Client, make appropriate reports to credit-reporting agencies and law-enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

3.5. Payment or Non-Payment of Wages to Third-Party W-2 Employees by Their Employer.

All wages and any other compensation owed to Third-Party W-2 Employees shall be made by their employer (nextSource, or any other Third-Party W-2 Employer that BookedOut or a W-2 Client contracts with for the provision of temporary employee services). BookedOut shall have no involvement in that process, or liability for any Third-Party W-2 Employer or W-2 Client's failure to pay any compensation owed or allegedly owed.

3.6. 1099 Client Non-Circumvention.

1099 Clients will make all payments relating to, or in any way connected with a Project through the BookedOut Platform. Any action that encourages or solicits complete or partial payment to a Freelancer outside of the BookedOut Platform is a violation of this Agreement.

For clarity, as a 1099 Client you are agreeing to not circumvent the payment-facilitation methods offered by the BookedOut Platform for any particular Project. By way of illustration and not in limitation of the foregoing, as a 1099 Client you agree not to:

(a). Submit proposals to, solicit, contract, hire, manage, or pay any Freelancers identified for a particular Project through the BookedOut Platform except through the BookedOut Platform for that particular Project;

(b). Accept proposals from, contact, deliver services to, invoice, or receive payments from parties identified through the BookedOut Platform other than through the BookedOut Platform, or otherwise in accord with the ongoing provision of Services through the BookedOut Platform; or

(c). Invoice or report on the BookedOut Platform for a particular Project an invoice or payment amount lower than that actually agreed between 1099 Client and Freelancer through the BookedOut Platform for that particular Project.

AS A 1099 CLIENT OR A FREELANCER, YOU AGREE THAT YOU WILL NOTIFY BOOKEDOUT IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE BOOKEDOUT PLATFORM. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to BookedOut by sending an email message to: support@bookedout.com.

3.7. Taxes; Tax Reporting.

(a). Freelancers. As a Freelancer, you will be responsible for paying any applicable taxes relating to your payments and credits received and will indemnify and hold harmless BookedOut and its third-party payment service provider from any and all taxes, including sales tax, based on any payments made or received by you in connection with the Services. Any taxes imposed on payments will be your sole responsibility. Upon our request, you will provide BookedOut with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.

No matter who makes the payment directly to Freelancer, 1099 Client – and never BookedOut – is responsible to pay all taxes associated with the Freelancer's performance of the Project including all sales and use taxes and to file appropriate forms with the appropriate taxing authorities (e.g., IRS Form 1099). Freelancers are independent contractors of 1099 Client and are not employees of BookedOut or Client. BookedOut may will facilitate the provision of an IRS Form 1099 to 1099 Clients for issuance to a Freelancer when a Freelancer has earned payments from that 1099 Client reach the required legal threshold for reporting income.

(b) Third-Party Employees. As a Third-Party Employee, you will be responsible for paying any applicable taxes relating to your wages received (other than employer-side withholding required by law, which will remain at all times the responsibility of your employer (nextSource or such other third-party employer) and you agree to indemnify and hold harmless BookedOut from any and all state, federal, or local taxes of any kind or nature, based on any wages earned by you in connection with the services you provide for a W-2 Client. Any taxes imposed on your wages will be your sole responsibility.

3.8. Payment Methods.

Unless otherwise agreed between 1099 Client and BookedOut, all 1099 Client payments to BookedOut shall be made by company check, cashier's check, certified check, or electronic transfer.

Unless otherwise agreed between W-2 Client and BookedOut, all W-2 Client payments to BookedOut shall be made by company check, cashier's check, certified check, or electronic transfer.

4. STANDARD PROJECT TERMS BETWEEN CLIENT AND FREELANCER.

Unless otherwise agreed to by BookedOut, the Standard Project Terms ("SPT") contained in this Section 4 shall apply to any services provided by Freelancer to a 1099 Client on Projects.

1099 Client and Freelancer may agree on Project-specific terms and conditions as may be set forth in an applicable Project posting. Notwithstanding the foregoing, 1099 Client and Freelancer may not agree to any other terms and conditions that affect the rights or responsibilities of BookedOut as described herein without BookedOut's express written consent and the terms and conditions contained in this Agreement shall control in the event of any conflict with any Project-specific terms and conditions. Without limitation, by using the BookedOut Platform, all users expressly agree and acknowledge that a Freelancer's relationship with BookedOut is limited to that of a licensee to use the BookedOut Platform as described herein. The relationship between Freelancers and 1099 Clients is governed by the terms of this Agreement, the SPT, and any additional terms and conditions for a particular Project. Under no circumstances will a Freelancer be deemed an independent contractor or employee of BookedOut.

5. YOUR ACKNOWLEDGMENT OF BOOKEDOUT'S ROLE.

5.1. BookedOut's Role.

You expressly acknowledge, agree, and understand that: (i) the BookedOut Platform is a technology platform through which users may act as either 1099 Clients or Freelancers; or W-2 Clients or Third-Party Employees; (ii) BookedOut does not hire or retain any Freelancer or Third-Party Employee, and only hosts and maintains the BookedOut Platform to facilitate the communications and payment from Client to Freelancer, and the communications and scheduling between W-2 Client and Third-Party Employee; (iii) BookedOut is not a direct party to any agreement between Clients and Freelancers, or between W-2 Clients and Third-Party Employees; (iv) each Freelancer and Third-Party Employee acknowledges and agrees that they are not an employee, agent, or partner of BookedOut and that BookedOut does not, in any way, supervise, direct, or control their work or services; (v) BookedOut will not have any liability or obligations under or related to Projects or Jobs for any acts or omissions by any user; (vi) BookedOut has no control over Freelancers or Third-Party Employees, or over the services promised or rendered on a Project by Freelancers or Third-Party Employees; and (vi) BookedOut makes no representations as to the reliability, capability, or qualifications of any Freelancer or any Third-Party Employee, and has no role in creating feedback provided or published on the Platform by any 1099 Client or W-2 Client about any Freelancer's or any Third-Party Employee's qualifications, performance, or capabilities, including as rendered on a Project or a Job, or the quality, security, or legality of any Services, and BookedOut disclaims any and all liability relating thereto.

BookedOut does not directly introduce Freelancers to Clients, or Third-Party Employees to W-2 Clients, or directly help either Freelancers or Third-Party Employees find Projects or Jobs. BookedOut, however, does provide an online, electronic platform, including certain search tools and automatic notifications that may facilitate introductions to 1099 Clients and identification of Projects.

BookedOut makes the BookedOut Platform available to enable Freelancers, in their discretion, to identify and determine the suitability of Projects and 1099 Clients for themselves, and to enable 1099 Clients, in their discretion, to identify and determine the suitability of Freelancers for themselves. BookedOut does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of services advertised or provided, the truth or accuracy of Project listings, the qualifications, background, or identities of users, the ability of Freelancers to deliver services or the quality of any Freelancer's delivery of services to a 1099 Client or on a Project, the ability of 1099 Clients to pay for services, or that a 1099 Client or Freelancer can or will actually complete a Project.

BookedOut makes the W-2 Portal Platform available to enable nextSource or other third-party W-2 employers, and/or Third-Party Employees, in their discretion, to communicate and schedule work for W-2 Clients, and to enable W-2 Clients, in their discretion, to identify and determine the suitability of nextSource (or other third-party W-2 employer) Third-Party Employees for themselves. BookedOut does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of services advertised or provided, the truth or accuracy of Job listings, the qualifications, background, or identities of users, the ability of nextSource (or other third-party W-2 employer) Third-Party Employees to deliver services, or the quality of any Third-Party Employee's delivery of services to a W-2 Client or on a Job, the ability of W-2 Clients to pay for services, or that a W-2 Client or nextSource or other (or other third-party W-2 employer) Third-Party Employee can or will actually complete a Job. BookedOut may engage third parties to provide support functions to ensure that the Platform operates efficiently and to facilitate communications between Platform Users, including telephone, text, and email support to enable 1099 and W-2 Clients to communicate with and engage replacement workers when Freelancers or Third-Party Employees cancel or fail to show up for Projects or Jobs.

5.2. Background Checks

(a). Freelancers. BookedOut is not required to and does not verify any information given to us by Freelancers or 1099 Clients. Although not required, BookedOut reserves the right to perform background checks on Freelancers or 1099 Clients for identity verification and other background checks on users, at the Country, State, and local level, using third-party services as appropriate. Although BookedOut reserves the right, but not the obligation, to perform the foregoing background checks of users, BookedOut cannot confirm that each user is who they claim to be and BookedOut does not assume any responsibility for the accuracy or reliability of the identity or background check information of any user.

(b). Third-Party Employees. BookedOut is not required to and does not verify any information given to us by nextSource (or other third-party W-2 employer) Third-Party Employees or W-2 Clients. Third-Party Employee's employer (nextSource or such other third-party W-2 employer BookedOut contracts with) may perform background checks on applicants for identity verification and other background checks on users, at the Country, State, and local level, using third-party services as appropriate. BookedOut cannot confirm that each user is who they claim to be and BookedOut does not assume any responsibility for the accuracy or reliability of the identity or background-check information of any user.

(c). BookedOut may also facilitate the provision of additional information about a Freelancer or Third-Party Employee such as a strength or risk score, geographical location, or third-party feedback, background check or verification of identity or credentials, or specific Freelancer attributes, or information from Freelancers or Third-Party Employees about events or the employees or representatives of a 1099 or W-2 Client. But any such information is based solely on User Content that Freelancer, Third-Party Employee, 1099 Client, or W-2 Client submits, and BookedOut provides such information solely for the convenience of Users and not as an introduction, endorsement, or recommendation by BookedOut.

5.3. Other Users.

Each User of the BookedOut Platform is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users of the BookedOut Platform are solely between you and such users. You agree that BookedOut will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the BookedOut Platform, we are under no obligation to become involved.

5.4. Third-Party Websites.

The BookedOut Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. BookedOut has no control over such sites and resources and BookedOut is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that BookedOut 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, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the BookedOut Platform are between you and the third party, and you agree that BookedOut is not liable for any loss or claim that you may have against any such third party.

5.5. Social-Networking Services.

You may enable access to various online third-party services through the BookedOut Platform, such as social media and social-networking services like Linkedin (each a "Social-Networking Service"). By logging in or directly integrating these Social-Networking Services into the BookedOut 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 BookedOut's use, storage, and disclosure of information related to you and your use of such services within BookedOut, please see our Privacy Policy. Please remember, however, 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 BookedOut 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 BookedOut Platform.

BookedOut 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, BookedOut 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. BookedOut enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

5.6. No Agency.

As a Freelancer or a Third-Party Employee, your relationship to BookedOut is that of a licensee of the BookedOut Platform. As a Freelancer, your relationship with any 1099 Client for whom you provide services is that of an independent contractor. All Third-Party Employees are employees of nextSource (or some other third-party W-2 employer BookedOut contracts with) and are not employees of BookedOut or any Client. Under no circumstances will a Freelancer or a Third-Party Employee be deemed an independent contractor or employee of BookedOut.

This Agreement and any registration for or use of the BookedOut Platform will not be construed as creating or implying any employment relationship, or any relationship of agency, franchise, partnership, or joint venture between you and BookedOut.

5.7. Text Messaging and Mobile-Phone Use.

By creating an Account on the BookedOut Platform, you agree that the BookedOut Platform may send you informational text (SMS) messages as part of the normal business operation of your use of the BookedOut Platform (the "Text Services") and are expressly consenting thereto. You may opt-out of receiving text (SMS) messages from BookedOut at any time by texting BookedOut the word STOP from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the BookedOut Platform. If you need help regarding the Text Services, email support@bookedout.com. We do not charge a fee for the Text Services; however, depending on your messaging plan, your mobile carrier may charge you for each message we send you or that you send us. It is your responsibility to know whether your carrier will charge you per-message costs (for instance, if you do not have an unlimited texting plan, or have exceeded your monthly quota of free messages). We assume no responsibility for charges incurred by your using the Text Services. The Text Services may not be available in all areas at all times. This means we may not be able to successfully transmit SMS/MMS messages to you, and we have no liability for any such transmission delay or message failure. The Text Services may not work in the event of product, software, coverage, or other changes made by your wireless carrier or changes you make to your mobile device. You must provide your own wireless device, subscribe to a wireless service on a participating mobile carrier, and be able to receive text messages using that wireless device and your carrier's service.

5.8. Third-Party Services and Content.

The Services may be made available or accessed in connection with third-party services and content (including advertising) that BookedOut does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. BookedOut does not endorse such third-party services and content and in no event shall BookedOut be responsible or liable for any products or services of such third-party providers.

You acknowledge and agree that the availability of the App is dependent on the App Store from which you received the App. You and BookedOut acknowledge that this Agreement is between you and BookedOut and not with the App Store and that BookedOut, and not the App Store, is responsible for the App and the content thereof. BookedOut is responsible for providing any maintenance and support services with respect to the App and the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App. BookedOut is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for the App to you; and to the maximum extent permitted by applicable law, the App Stores will not have any other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be BookedOut's sole responsibility. You and BookedOut acknowledge that BookedOut, and not the App Store, is responsible for addressing any claims relating to the App or your possession and/or use of that App, including, but not limited to: (1) product-liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. You and BookedOut acknowledge that, in the event of any third-party claim that the App infringes or your possession and use of that App that third party's intellectual-property rights, BookedOut, and not the App Store, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual-property infringement claim. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies and the Usage Rules) when using the App. BookedOut and you acknowledge and agree that the App Stores and their subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, the App Stores will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

5.9. Promotional Codes.

BookedOut may, in its sole discretion, create promotional codes that may be redeemed for credit or other features or benefits related to a third-party provider's services, subject to terms that BookedOut establishes on a per-promotional-code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by BookedOut; (iii) may be disabled by BookedOut at any time for any reason without liability to BookedOut; (iv) may only be used under the specific terms that BookedOut establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire before your use. BookedOut reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that BookedOut determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms, or this Agreement.

5.10. Release.

You hereby release and forever discharge BookedOut (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to: (a) the BookedOut Platform including the W-2 Portal Platform (including any interactions with, or act or omission of, other users of the BookedOut Platform or any third- party links, websites, and content); (b) any inaccurate, incomplete, unreliable, illegal or infringing User Content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (c) the conduct, whether online or offline, of any user; (d) any injury, loss, or damage caused by another user or User Content posted on the Services, whether online or offline; and (e) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications-line failure, theft or destruction, or unauthorized access to, or alteration of, the Services' users' communications.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

6. DISCLAIMERS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE BOOKEDOUT PLATFORM INCLUDING THE W-2 PORTAL PLATFORM IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOOKEDOUT AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTIES REGARDING THE USERS OR THE BOOKEDOUT PLATFORM, INCLUDING THE PROJECTS OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR THE INTERACTIONS BETWEEN THE USERS WITHIN OR OUTSIDE OF THE SITE, AND EACH OF THE FOREGOING IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BOOKEDOUT AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE USERS OR THE BOOKEDOUT PLATFORM, INCLUDING THE PROJECTS OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR THE INTERACTIONS BETWEEN THE USERS WITHIN OR OUTSIDE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. BOOKEDOUT AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT THE BOOKEDOUT PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE, OR THAT DEFECTS IN THE BOOKEDOUT PLATFORM WILL BE CORRECTED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE BOOKEDOUT PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOOKEDOUT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BOOKEDOUT (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE BOOKEDOUT PLATFORM. ACCESS TO, AND USE OF, THE BOOKEDOUT PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY OF BOOKEDOUT (AND OUR SUPPLIERS AND LICENSORS) TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF BOOKEDOUT FEES RECEIVED BY BOOKEDOUT WITH RESPECT TO PROJECTS ON WHICH YOU WERE INVOLVED AS 1099 CLIENT, W-2 CLIENT, FREELANCER, OR THIRD-PARTY W-2 EMPLOYEE DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM AND FIFTY U.S. DOLLARS (U.S. $50). THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BOOKEDOUT AND YOU.

8. INDEMNIFICATION.

To the fullest extent permitted by law, you (the "Indemnifying Party") hereby agree to indemnify, defend, and hold harmless BookedOut and its respective subsidiaries, affiliates, officers, directors, owners, employees, successors, permitted assigns, representatives, attorneys, and agents (each, an "Indemnified Party") against any and all losses, deficiencies, claims, actions, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind (including, without limitation, reasonable attorneys' fees, expert-witness fees, and all related costs and expenses) that are incurred by an Indemnified Party (collectively, "Losses") arising from, based upon, or relating to: (a) your use of, or inability to use, the BookedOut Platform including the W-2 Portal Platform; (b) provision or receipt of services on a Project; (c) your User Content; (d) your violation of this Agreement; and (e) any third-party claims, including, without limitation, those of any users or your interaction with any other user, alleging:

(i) breach or non-fulfillment of any provision of these Terms of Use by an Indemnifying Party or Indemnifying Party's personnel;

(ii) any negligent or more culpable act or omission of an Indemnifying Party or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms of Use;

(iii) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of an Indemnifying Party or its personnel (including any reckless or willful misconduct); or

(iv) any failure by an Indemnifying Party or its personnel or contractors to comply with any applicable federal, state, or local laws, regulations or codes in the performance of its obligations under this Agreement; or

In addition, this indemnification obligation extends to and covers all claims that a Freelancer or a Third-Party Employee was misclassified or not properly classified, or that BookedOut was an employer or joint employer of any Freelancer or Third-Party Employee, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment, or retaliation.

In claims against an Indemnified Party by you (or anyone for whose acts you may be liable), the indemnification and defense obligation shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for you under workers'-compensation acts, disability-benefit acts, or other employee-benefit acts. An Indemnified Party reserves the right to select its own legal counsel to represent its interests, and you agree to: (x) reimburse the Indemnified Party for its costs and attorneys' fees immediately upon request as they are incurred; and (y) remain responsible to the Indemnified Party for any Losses indemnified under this section, and you agree to cooperate with an Indemnified Party's defense of any claims. You shall give prompt written notice to each Indemnified Party of any proposed settlement of any claims. You agree not to settle any such claim without the prior written consent of an Indemnified Party. An Indemnified Party will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The obligations described in this section shall include indemnifying and holding harmless an Indemnified Party from and against Losses incurred in enforcing this section.

9. TERM AND TERMINATION.

9.1. Term

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect while you use the BookedOut Platform.

9.2. Termination

You may terminate your Account at any time, for any reason, by following the instructions on the Site or uninstalling the App.

9.3. Consequences of Termination.

Upon termination of your rights under this Agreement, your Account and right to access and use BookedOut Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. BookedOut will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of your User Content. Even after your rights under this Agreement are terminated, all provisions of this Agreement which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

10. GENERAL.

10.1. 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. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including but not limited to" or "including without limitation."

10.2. Side Agreements.

The terms and conditions of this Agreement will govern and supersede any term or condition in a side agreement between a 1099 Client and a Freelancer, or a W-2 Client and a Third-Party Employee, and no such agreement that purports to expand BookedOut's obligations or restrict BookedOut's rights under this Agreement shall alter the terms and conditions set forth in this Agreement without BookedOut's written consent.

10.3. Compliance.

You will not violate any laws or third-party rights on or related to the BookedOut 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 transmission of applicable data, if any, is subject to United States export controls. Using the BookedOut Platform is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the BookedOut Platform, including as it concerns online conduct and acceptable content.

10.4. Notices; Consent to Electronic Notice.

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

10.5. Modifications.

No modification or amendment to this Agreement will be binding upon BookedOut unless in a written instrument signed by a duly authorized representative of BookedOut. For the purposes of this Section 10.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

10.6. No Waiver.

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

10.7. Assignability.

You may not assign this Agreement, or any of its rights or obligations hereunder, without BookedOut's prior written consent in the form of a written instrument signed by a duly authorized representative of BookedOut (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). BookedOut 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.

10.8. 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.

10.9. Choice of Law.

This Agreement and any controversy, dispute, or claim arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.10. Personal Jurisdiction and Venue.

You agree that any claim you may have against BookedOut must be resolved by the state or Federal courts located in Cook County, Illinois. You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

10.11. 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.

10.12. Copyright/Trademark Information.

Copyright © 2016 BookedOut. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the BookedOut Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.13. Force Majeure.

BookedOut 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.

11. NOTICE FOR CALIFORNIA USERS.

Under California Civil Code Section 1789.3, users of the BookedOut 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.

12. COPYRIGHT POLICY.

BookedOut respects the intellectual property of others and asks that users of the BookedOut Platform do the same. In connection with the BookedOut Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the BookedOut Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of the BookedOut Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (under 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

  1. Your physical or electronic signature;
  2. identification of the copyrighted work(s) that you claim to have been infringed;
  3. identification of the material on our services that you claim is infringing and that you request us to remove;
  4. sufficient information to permit us to locate such material;
  5. your address, telephone number, and email address;
  6. a statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that under 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys' fees incurred by us in connection with the written notification and allegation of copyright infringement.

13. CONTACT INFORMATION.

BookedOut's contact information for any end-user questions, complaints, or claims with respect to the BookedOut Platform is: support@bookedout.com.

14. CHANGES.

This Agreement subject to occasional revision. We will notify you of any changes to this Agreement by posting the new Terms here: https://bookedout.com/terms. After we make the change and we will change the "Last Updated" date above. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the BookedOut Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on the BookedOut Platform. These changes will be effective immediately for new users of our BookedOut Platform. Continued use of BookedOut Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

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