DRATIS - TERMS OF SERVICE

PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN
IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND
OBLIGATIONS IN CONNECTION WITH THE USE OF OUR WEBSITE,
WWW.DRATIS.COM ("SITE"). YOU MUST READ, AGREE TO, AND ACCEPT ALL
OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT TO BE A
USER OF THE SITE AND THE SITE SERVICES.

Any capitalized terms used in this Agreement shall have the meanings
assigned to them, whether at such time as they first appear, or in Section
10.0, or otherwise. The term "User" shall mean a Company or Contractor who
has an active Profile on the Site and is otherwise an authorized user of
the Site.

This User Agreement (this “Agreement” or "Terms of Service") is a legal
contract between you (“you” or “User”) and Dratis, LLC
(“Dratis,” “we,” or “us”).

Dratis may, in its sole discretion, amend this Agreement at any time by
posting a revised version on the Site. Dratis will provide reasonable
advance notice of any amendment that includes a substantial change to the
pricing or services provided under this Agreement by posting the updated
Terms of Service on the Site, providing notice on the Site itself, and/or
by sending you notice by email. Any revisions to the Terms of Service will
take effect on the noted effective date (each, as applicable, the
“Effective Date”).

YOU UNDERSTAND AND AGREE THAT BY USING THE SITE OR SITE SERVICES
NOW OR AFTER ANY APPLICABLE EFFECTIVE DATE, YOU AGREE TO BE BOUND
BY THE TERMS OF SERVICE, AS AMENDED (IF AMENDED). IF YOU DO NOT
ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MUST NOT ACCESS
OR USE THE SITE OR THE SITE SERVICES, AND YOU DO NOT HAVE
PERMISSION TO DO SO.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN
CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN
ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO
BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE
BINDING BOTH YOURSELF AND THAT ENTITY TO THE TERMS OF SERVICE. IN
THAT EVENT, “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND
APPLY BOTH TO YOU AND THAT ENTITY.


1.0 PURPOSE OF DRATIS AND THE SITE
The Site is a marketplace where Companies and Contractors can identify each
other and communicate online. Subject to the Terms of Service, Dratis
provides the Site Services to Users, including hosting and maintaining the
Site and facilitating the formation of Service Contracts (defined in
Section 10.0 below).


2.0 DRATIS ACCOUNTS

2.1 REGISTRATION AND ACCEPTANCE
By registering for an account to use the Site or Site Services (an
“Account”), or by using the Site or Site Services after the Effective
Date if you had an Account on the Effective Date, you agree to abide by
this Agreement.

To access and use certain portions of the Site and the Site Services, you
must register for an Account. Subject to the Site Terms of Use, certain
portions of the Site are available to any person who visits the Site,
whether with or without an active Profile (defined below), including those
portions accessible before your Account registration is accepted. Dratis
reserves the right to decline a registration to use the Site or to add an
Account type as a Company or Contractor for any reason, including those
based on supply and demand, cost to maintain data, or other business
considerations, economic or otherwise.

2.2 ACCOUNT ELIGIBILITY
Dratis offers the Site and Site Services for business purposes only and not
for personal, household, or consumer use. To register for a Company account
you must be, and hereby represent that you are, an employee or agent of and
authorized to act for, an independent business (whether as a self-employed
individual, sole proprietor or corporation, limited liability company, or
other entity). You hereby further represent that you (a) will use the Site
and Site Services for business purposes only; (b) will comply with any
licensing, registration, or other requirements with respect to your
business, or the business for which you are acting; and (c) are a legal
entity or an individual 18 years of age or older (or have otherwise reached
the age of majority in the jurisdiction in which you conduct business) who
has the legal right to form legally binding contracts.

2.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User
profile (“Profile”).

For Contractor Users, Profile information is confidential, including any
resume uploaded to your Profile. Profile information is not searchable or
publicly visible on the Site and is only revealed to Company Users when
approved by you. Such approval occurs when you (a) apply for an active
Position (defined in Section 10.0 below); or (b) accept an invitation to
apply for an active Position from the Company that is offering the
Position.

For Company Users, Profile information is not searchable or publicly
visible, except that certain Company information is presented to
prospective candidates in connection with the posting of active Positions.
This information is limited to the following: Company name, contact person
and Company overview. All other Company information remains
confidential.

You agree to provide true, accurate, and complete information on your
Profile and all registration and other forms you access on the Site or
provide to us, and to update your information to maintain its truthfulness,
accuracy, and completeness. You further agree not to provide any false or
misleading information about your identity or location, your business, your
skills, or the services your business provides, and to correct any such
information that is or becomes false or misleading.

2.4 ACCOUNT TYPES
Two different Account types are available for use on the Site: Company
Accounts and Contractor Accounts (defined below). You may register to use
the Site and Site Services as a Company and may create an account for such
purpose (a “Company Account”). You may register to use the Site and
Site Services as a Contractor and may create an account for such purpose (a
“Contractor Account”). Users registering as a Contractor agree not to
have or register for more than one Account without prior express written
permission from us. We reserve the right to revoke the privileges of any
Account or access to or use of the Site or Site Services, and those of any
and all linked Accounts without notice if, in our sole discretion, false or
misleading information has been provided in creating, marketing, or
maintaining your Profile or Account.

2.5 ACCOUNT PERMISSIONS
2.5.1 CONTRACTOR PERMISSIONS
As a Contractor, you agree not to allow another person to create a
Contractor Account on your behalf, for your use, or for your
benefit.
2.5.2 COMPANY PERMISSIONS
An authorized employee or agent may create an Account on behalf of your
Company. By granting other persons permission under your Account, you
represent and warrant that (a) the person, as an employee or agent of the
Company, is authorized to act on your behalf, (b) you are financially
responsible for the person's actions taken in accordance with those
permissions, including, if applicable, entering into binding contracts on
behalf of the owner of the Account, and (c) you are fully responsible and
liable for any action of any person to whom you have provided any
permissions and any other person who uses the Account, including making
payments and entering into Service Contracts and the Terms of
Service.
2.5.3 VIOLATION
If you violate the Terms of Service, your ability to use the Site may be
restricted or terminated, as determined by Dratis in its sole discretion.
If Dratis determines to terminate your Account as a result, it may close
any or all related Accounts.

2.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your
Account will be subject to verification, 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, your
location, and your ability to act on behalf of your business on the Site.
By registering for an Account and/or using the Site or Site Services, you
authorize Dratis, directly or through third parties, to make any inquiries
it deems necessary or appropriate in its discretion to validate your
identity and/or your location, and confirm your ownership of your email
address or financial accounts, subject to applicable law. When requested,
you must promptly provide us with complete information about yourself and
your business, which includes, but is not limited to, providing official
government or legal documents that establish or confirm any of the above
information. Nothing herein, however, shall require Dratis to verify any
information provided by you, and you shall remain fully responsible for the
completeness and truthfulness of all such information.

2.7 USERNAMES AND PASSWORDS
When you register for an Account, the email address you specify will be
used as the Account username. You will be asked to create a password for
the Account. You are entirely responsible for safeguarding and maintaining
the confidentiality of your password and agree not to share your username
or password with any person who is not authorized to use your Account. You
authorize Dratis to assume that any person using the Site with your
username and password either is you or is authorized to act for you. You
agree to notify us immediately if you suspect or become aware of any
unauthorized use of your Account or any unauthorized access to the password
for your Account. You further agree not to use the Account or log in with
the username and password of another User of the Site if (a) you are not
authorized to use such username or password, or (b) the use would violate
the Terms of Service to any degree or extent.


3.0 RESPONSIBILITIES OF THE PARTIES
Dratis makes the Site and Site Services available to Contractors and
Companies solely to enable them to find and connect with each other to
evaluate the possibility of entering into an arrangement whereby
Contractors would provide services to Companies in exchange for
compensation from Dratis, and to facilitate the creation of a legal
relationship among the parties where Contractors and Companies have decided
to enter into such an arrangement.

Notwithstanding anything to the contrary in the Terms of Service, Dratis
does not, and assumes no obligation whatsoever to, introduce Contractors to
Companies, find Positions for Contractors, or find Contractors for
Companies and the Positions they are looking to fill. Through the Site and
Site Services, Contractors may be notified of Companies that may be seeking
the skills they have, and Companies may be notified of Contractors that may
possess the skills they seek; at all times, however, Users are solely
responsible for evaluating and determining the suitability of any Position,
Company or Contractor for themselves and their specific purposes.

Users entering into a Service Contract acknowledge and agree that any
information on the Site regarding the Position has been provided by the
Company and any information on the Site regarding the Company or the
Contractor has been provided by the Company or the Contractor,
respectively. Notwithstanding anything to the contrary in the Terms of
Service, Dratis assumes no responsibility whatsoever for (a) the
truthfulness or completeness of any such information, nor for the outcome
or result of, or any development, dispute or controversy arising out of or
related to, any relationship between Contractors and Companies arising from
their use of the Site, (b) the truthfulness of any feedback or information
provided by Users about Contractors or Companies, (c) User Content provided
by, and other statements or posts made by, Users; (d) the quality of work
performed by any Contractor, (e) the qualifications, background or identity
of any Contractor or Company, (f) the ability of any Contractor to perform
specific services, (g) the methods or processes Contractors use to perform
services; (h) the soundness of character of any Contractor, (i) the
quality, safety or legality of services to be performed under any Service
Contract, (j) the quality or safety of the work environment at any Company,
or (k) the ability of any Company to pay for Contractor Services.

Users further acknowledge, agree and understand that Dratis does not, in
any way, supervise, direct, control, or evaluate Contractors or their work
and is not responsible in any way or to any extent for the completion or
quality of any Project or Work Product (such terms are defined in Section
10.0 below).

Without limiting the foregoing, (I) Company Users shall be solely
responsible for (a) ensuring the accuracy and completeness of any User
Content provided by Contractors, and for verifying any other information
provided thereby, whether on the Site or elsewhere, (b) determining the
suitability of any particular Contractor to perform the work required (such
as through interviews, background and reference checks, and other vetting
processes), (c) assessing whether to engage a particular Contractor for
needed services, and (d) negotiating and agreeing to terms of engagement
with Contractors for such services, and (II) Contractor Users are solely
responsible for (a) ensuring the accuracy and completeness of any User
Content provided by Companies, and for verifying any other information
provided thereby, whether on the Site or elsewhere, (b) determining the
suitability of working for a particular Company and assessing whether to
enter into an arrangement to provide services to such Company, and (c)
negotiating and agreeing to terms of engagement with Companies.

In addition, Contractor Users shall be solely responsible for determining,
and shall have the sole right to determine, the types of services they will
provide and which Projects they will accept. Contractor Users and Company
Users together shall determine the length of any particular Project or
engagement and the price to be paid Contractor Users for their services.
Contractor Users acknowledge and agree that they will be paid at such times
and amounts as outlined in their Service Contract. They further acknowledge
and agree that Dratis does not (i) in any way provide or guarantee
Contractors a regular salary or any minimum or regular payment; (ii)
provide Contractors with training or any equipment, labor, tools, or
materials for the performance of services; or (iii) provide the premises or
facilities at which Contractors will perform the services.

In the event that the provisions of this Section 3 are different from or
contrary to other provisions in this User Agreement, the provisions of this
Section 3 shall apply.

3.1 COMMUNICATION
In the future, Dratis intends to provide for communication between
Companies and Contractors in the form of a messaging feature on the Site.
When it becomes available, this feature will be enabled only after a
Company has accepted a Contractor's application through the formal
application and acceptance process on the Site.

Users agree, when communicating on the Site at any time, through the
messaging feature or otherwise, to conduct themselves in a professional
manner and not to engage in any speech that can be construed as profane,
violent, sexually explicit, hateful, related to terrorism or otherwise
illegal or inappropriate. Users engaging in this type of speech, as
determined by Dratis in its sole discretion, will be removed from the Site
and Dratis may exercise other rights in such instance as provided in the
Terms of Service, the Service Contracts, or as provided by law.

Users agree that Dratis is not responsible for content written by another
User and that they will inform Dratis immediately of messaging content that
is of concern or that can be construed to threaten their personal safety or
well-being or the safety or well-being of others.

Users understand and agree that Dratis, in its sole discretion, may contact
law enforcement officials at the discovery of messaging content that
includes references to illegal activity, acts of violence, threats made to
Users or outside persons, and other similar types of content.

Users are free to exchange contact information and communicate outside the
Site via phone, email or any other method. Users agree that Dratis likewise
is not responsible for any content or information shared outside the
Site.

3.2 CONFIDENTIAL INFORMATION
Neither Dratis nor the Site provides protection regarding confidential
information divulged during communication between Users. Users must
exercise caution and best judgement when divulging information deemed to be
sensitive and/or confidential. Users agree that Dratis is not responsible
for confidential information that is divulged by a User.

3.3 SITE USAGE
All Users agree that use of the Site is for the sole purpose of connecting
Users as Companies and Contractors, with the ultimate goal of having such
Users enter into contracts or agreements, with Dratis serving as the
staffing agency and employer of record.

All Users agree to use the Site for this purpose only and not for the
purpose of finding Users, whether they be Contractor or Company, to enter
into Service Contracts outside the Site and to which Dratis is not a part.
Users agree to notify Dratis immediately when solicited by another User for
this purpose.

3.4 SITE SECURITY
Dratis is committed to ensuring the confidentiality of information posted
to the Site by all Users and employs standard measures to protect and
safeguard that information. However, such information is not encrypted at
this time. Moreover, Dratis cannot and does not guaranty that such
information, whether encrypted or not, will not be obtained by others
through illegitimate means. Dratis will, however, use its best efforts to
implement all proper protocols in the event of a breach of the Site.


4.0 SERVICE AGREEMENTS

4.1 Company
Company Users may use the Site to post Positions and accept applications
for those Positions from Contractors. They may otherwise conduct phone
screens and on-site interviews, negotiate terms and engage in any other
activity necessary to vet and secure potential candidates for open
Positions. However, before an offer can be made to a candidate identified
through the Site, the Company must have a fully executed Master Staffing
Agreement (MSA) in place. The MSA outlines the business relationship
between Dratis and the Company as well as the roles and responsibilities of
each. The MSA does not obligate the Company to engage contractors through
Dratis but rather outlines the details of their legal and business
relationship when a Company chooses to do so. Once the MSA is signed, the
Company will be deemed a Client of Dratis, as more fully described in the
agreement.

When an offer to a Contractor has been accepted, a separate addendum
agreement to the MSA will be produced that outlines the terms and details
of the arrangement between the Company and Contractor. The details of the
addendum will be specific to the contract being entered into and the
services to be performed and will be subject to the provisions of the
Master Staffing Agreement between Dratis and the Company.

4.2 Contractor
Before being engaged by the Company, a Contractor must sign an Employment
Agreement with Dratis. The Contractor under the Employment Agreement will
be an at-will employee of Dratis while providing services to the Company.
The terms of employment and other details of the arrangement among Dratis,
the Contractor and the Company will be set forth in this agreement.

Upon hire, the employee will be provided an Employee Handbook which will
detail employment policies, standards of conduct, benefit information, and
other information relevant to Contractor's employment by Dratis and
engagement by the Company. This handbook as well as the employee agreement
must both be signed prior to employment with Dratis and the performance of
services by the Contractor.


5.0 WARRANTY DISCLAIMER
THE SITE AND THE SITE SERVICES ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS. DRATIS MAKES NO REPRESENTATIONS OR
WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, ANY WORK
PRODUCT OF THE CONTRACTOR, OR ANY ACTIVITIES OR INFORMATION
PROVIDED THEREIN, OR RELATED TO THIS AGREEMENT OR THE TERMS OF
SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRATIS
DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND
WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF
MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR
ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, AND THEREFORE TO
THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU. SECTION 8 (TERM AND TERMINATION) SETS FORTH USERS’ SOLE AND
EXCLUSIVE REMEDY AGAINST DRATIS WITH RESPECT TO ANY DEFECTS,
MISINFORMATION, OR OTHER ISSUES RELATED TO THE SITE OR ARISING
FROM ITS USE.


6.0 LIMITATION OF LIABILITY
Dratis is not liable, and you agree not to hold us responsible, for any
damages or losses arising out of or in connection with the Terms of
Service, including, but not limited to:
• your use of or your inability to use our Site or Site
Services;
• delays or disruptions in our Site or Site Services;
• viruses obtained or the effects of other malicious software incurred
by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or
Site Services;
• damage to your hardware device from the use of the Site or Site
Services;
• the content, actions, or inactions of third parties’ use of the
Site or Site Services;
• a suspension or other action taken with respect to your
Account;
• your reliance on the quality, accuracy, or reliability of job
postings, Profiles, ratings, recommendations, feedback (including their
content, order, and display), and any other information posted, used on, or
made available through the Site; and
• your need to modify practices, content, or behavior, or your loss of
or inability to do business, as a result of changes to the Terms of
Service.

ADDITIONALLY, IN NO EVENT WILL DRATIS, OUR AFFILIATES (defined in
Section 10.0 below), LICENSORS OR THIRD-PARTY SERVICE PROVIDERS BE
LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR
LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.
SUBJECT TO THE FOREGOING, THE LIABILITY OF DRATIS, OUR AFFILIATES,
LICENSORS AND THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY
CLAIM ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE
WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES
RETAINED BY DRATIS WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER
WAS INVOLVED AS CLIENT OR CONTRACTOR DURING THE SIX-MONTH PERIOD
PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO
ANY LIABILITY, RELATED IN ANY WAY TO ANY CAUSE OF ACTION
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF
SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE, EVEN IF WE ARE ADVISED OF THE
POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED
REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME
STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING
EXCLUSIONS AND LIMITATIONS, AND THEREFORE TO THAT EXTENT, SOME OR
ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO
YOU.


7.0 INDEMNIFICATION
You will indemnify, defend, and hold harmless Dratis, our Affiliates, and
our respective owners, officers, employees, representatives, and agents
(each an “Indemnified Party”) for all Indemnified Claims (defined
below) and Indemnified Liabilities (defined below) relating to or arising
out of: (a) the use of the Site and the Site Services by you or your
agents, including any payment obligations or default incurred through use
of the Site Services; (b) any Service Contract entered into by you or your
agents, including, but not limited to, the classification of Dratis as an
employer or joint employer; any employment-related claims, such as those
relating to employment termination, employment discrimination, harassment,
or retaliation; and any claims for overtime pay, sick leave, holiday or
vacation pay, retirement benefits, worker’s compensation benefits,
unemployment benefits, or any other employee benefits; (c) failure to
comply with the Terms of Service by you or your agents; (d) failure to
comply with applicable law by you or your agents; (e) negligence, willful
misconduct, or fraud by you or your agents; and (f) defamation, libel,
violation of privacy rights, unfair competition, or infringement of
Intellectual Property Rights (defined in Section 10.0 below) or allegations
thereof to the extent caused by you or your agents. For purposes of this
Section 7, your "agents" include any person who has apparent authority to
access or use your Account demonstrated by using your username and
password.

“Indemnified Claim” means any and all claims, suits, proceedings,
demands, or actions brought by a third party or other User against an
Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities,
costs, losses, and expenses (including reasonable attorneys’ fees and all
related costs and expenses) arising from or relating to any Indemnified
Claim.


8.0 TERM AND TERMINATION

8.1 TERMINATION
We may terminate this Agreement in our sole discretion, at any time,
without explanation, upon written notice to you. Users may terminate this
Agreement at any time, without explanation, upon written notice to Dratis
provided they have not entered into a Service Contract with Dratis. In the
event this Agreement is terminated, your right to use the Site and Site
Services shall automatically be revoked, and your Account will be
closed.

Without limiting Dratis’ other rights or remedies, we may, but are not
obligated to, terminate this Agreement, temporarily or indefinitely revoke
access to the Site or Site Services, deny your registration, or permanently
revoke your access to the Site and refuse to provide any or all Site
Services to you if: (i) you breach any terms and conditions of this
Agreement; (ii) we suspect or become aware that you have provided false or
misleading information to us; or (iii) we believe, in our sole discretion,
that your actions (A) may cause legal liability for you, our Users, or
Dratis or our Affiliates; (B) may be contrary to the interests of the Site
or the User community; or (C) may involve illicit or illegal activity. If
your Account is temporarily or permanently closed, you may not use the Site
under the same Account or a different Account, nor may you reregister under
a new Account without Dratis’ prior written consent.

You acknowledge and agree that the value, reputation, and goodwill
of Dratis and the Site depend on transparency of User’s Account
status to all Users, including both yourself and other Users who
have entered into Service Contracts with you. You therefore agree
as follows: IF DRATIS DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE
YOUR ACCOUNT, DRATIS HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT
THE OBLIGATION TO NOTIFY OTHER USERS THAT HAVE ENTERED INTO
SERVICE CONTRACTS WITH YOU OF YOUR CLOSED ACCOUNT STATUS. YOU
AGREE THAT DRATIS WILL HAVE NO LIABILITY ARISING FROM OR RELATING
TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING YOUR
CLOSED ACCOUNT STATUS.

User understands and agrees that termination of this Agreement does not
automatically terminate or otherwise impact any Service Contract to which
the User is a party, and the rights and obligations of the parties under
such Service Contract shall not be affected thereby.

8.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any
reason, you will no longer have access to data, messages, files, or other
material you keep on the Site and that any closure of your Account may
involve deletion of any content stored in your Account for which Dratis
will have no liability whatsoever. Dratis, in its sole discretion and as
permitted or required by law, may retain some or all of your Account
information.

8.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other
Terms of Service that expressly or by their nature contemplate performance
after this Agreement terminates or expires will survive and continue in
full force and effect. For example, the provisions requiring
indemnification, payment of fees, and setting forth limitations of
liability, each by their nature contemplate performance or observance after
this Agreement terminates. Without limiting any other provisions of the
Terms of Service, the termination of this Agreement for any reason will not
release you or Dratis from any obligations incurred prior to termination of
this Agreement or that thereafter may accrue in respect of any act or
omission prior to such termination.


9.0 GENERAL

9.1 ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between
you and Dratis relating to the subject matter hereof and cancels and
supersedes any prior or contemporaneous discussions, agreements,
representations, warranties, and other communications between you and us,
written or oral, to the extent they relate in any way to the subject matter
hereof. The section headings in the Terms of Service are included for ease
of reference only and have no binding effect. Even though Dratis drafted
the Terms of Service, you represent that you had ample time to review and
decide whether to agree to the Terms of Service. If an ambiguity or
question of intent or interpretation of the Terms of Service arises, no
presumption or burden of proof will arise favoring or disfavoring you or
Dratis because of the authorship of any provision of the Terms of Service.
These Terms of Service shall be incorporated into any Service Contract
entered into by Dratis and any User.

9.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon
Dratis unless set forth in a written instrument signed by a duly authorized
representative of Dratis or posted on the Site by Dratis. Our failure to
act with respect to a breach by you or others does not waive our right to
act with respect to subsequent or similar breaches.

9.3 ASSIGNABILITY
Dratis may freely assign this Agreement without User’s consent. User may
not assign the Terms of Service, or any of its rights or obligations
hereunder, without Dratis’ prior written consent in the form of a written
instrument signed by a duly authorized representative of Dratis. Any
attempted assignment or transfer by any User in violation of this
subsection will be null and void. Subject to the foregoing restrictions,
the Terms of Service are binding upon and will inure to the benefit of the
successors, heirs, and permitted assigns of the parties.

9.4 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 thereof 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.

9.5 CONSENT TO USE ELECTRONIC RECORDS
You may be entitled to receive certain records from Dratis or our
Affiliates, such as contracts, notices, and communications, in writing. To
facilitate your use of the Site and the Site Services, you give us
permission to provide these records to you electronically instead of in
paper form.

9.6 NEW HAMPSHIRE LAW
This User Agreement shall be governed by the laws of the State of New
Hampshire, without regard to its choice of law principles. Any action to
collect any sums due or enforce any other rights under this Agreement shall
be brought in Hillsborough County in the State of New Hampshire, and the
parties consent to jurisdiction and venue in such State and County. In any
action or proceeding to enforce or construe this Agreement, the prevailing
party shall be entitled to recover reasonable attorney’s fees and costs.
No User shall have the right or authority to bring a dispute hereunder as a
class or collective action, or to have such dispute heard as such, or to
act or participate as a member in any such class or collective
proceeding.

9.7 NOTICE
Any notice required or permitted to be given by Dratis to any User or by
any User to Dratis hereunder shall be provided by email (i) to the email
address submitted by the User when registering for an Account if notice is
to the User, and (ii) to legal@dratis.com if notice is to Dratis. Such
notice shall be effective upon delivery, unless a different effective date
is specified in the notice.

10.0 DEFINITIONS

"Affiliate" means any entity that controls, or is controlled by, or is
under common control with, Dratis.

“Company” means a legal entity that:
• is authorized to do business in the United States
• has a valid Employee Identification Number (EIN), and
• is an authorized User utilizing the Site to seek and/or obtain
Contractor services from another User.

“Contractor” means an individual who:
• is authorized to work in the United States by virtue of one of the
following:
o a Social Security card
o a U.S. birth or birth abroad certificate
o a Native American tribal document
o a U.S. citizen ID card
o a resident citizen ID card, and
• is an authorized User utilizing the Site to provide Contractor
services to another User.

“Intellectual Property Rights” means the rights of Users in
intellectual property arising from or otherwise associated with services
provided by Contractors to Companies hereunder.

“Position” means a job position created and posted by a Company for the
purpose of hiring a Contractor with an active Profile.

"Project" means an engagement for services to be provided by a Contractor
to a Company in connection with a Position.

“Service Contracts” refers, collectively, to the following (each
individually, a "Service Contract"):
• Master Staffing Agreement (MSA) – The foundational agreement between
Dratis and a Company that outlines the overall business relationship and
respective responsibilities of the two parties.
• Master Staffing Agreement Addendum – Addendum to the MSA that
specifies the conditions of hiring when the application of a Contractor has
been conditionally accepted by a Company (whether background and records
checks are to be performed, etc.), the details of the job if the Position
is to be offered to the Contractor, including without limitation the job
description, the billing rate and rate of pay, the length or period of time
the job will continue, whether it is to be part-time or full-time,
etc.
• Employee Agreement – The employment agreement between Dratis and the
Contractor that is executed when a Company engages a Contractor.

“Site Services” refers to the following services provided by Dratis
through the Site:
• facilitating the creation and posting of User Profiles by Companies
and Contractors
• facilitating the creation and posting of Positions by Companies,
and
• facilitating the submission, acceptance and rejection of applications
for Positions.

“User Content” means any comments, remarks, data, feedback, content,
text, images, or other content or information that you or any User posts to
the Site or any part thereof at any time, including but not limited to any
content or information posted as a result of questions asked by visitors or
other Users.

"Work Product" means any tangible or intangible results or deliverables
that a Contractor agrees to create for, or actually delivers to, a Company
in connection with the performance of services by the Contractor for the
Company, including but not limited to configurations, computer programs, or
other information, or customized hardware, and any intellectual property
developed in connection therewith.

October 21, 2020