Effective Date: November 14, 2022

This Master Service Agreement (this “Agreement”) applies to your use of our Services.

UNDER THIS AGREEMENT, YOU AND WORKSITTER WAIVE ANY RIGHT TO JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT.

You represent that you are authorized to act on behalf of the owner of the account you are registering or using (such “Subscriber”, “Customer”, “Visionary” or “You”) and to bind them to this Agreement. By registering for an account, subscribing to our service, executing an Order Form, otherwise indicating your agreement to this Agreement and/or using the Services, Customer is entering into this binding Agreement with WorkSitter and its team (“WorkSitter”, “WorkSitter.com”, “Company” or “we”).

We may modify this Agreement to reflect changes to our Services. Such modifications will take effect on a stated update date. We will post notice of modifications to this Agreement on our website (www.worksitter.com). If you do not agree to the modified Agreement, you should discontinue your use of the Services. In consideration for the performance of the Services, You represent and warrant that You agree to the following:

Terms of Service. This Agreement is effective on the Effective Date, and shall remain in effect until terminated by either party as provided herein.

Non-Solicitation. During the term of this Agreement, and for a period of three (3) years following the termination of this Agreement, You shall not directly or indirectly, whether as an individual for Your own account, or for or with any other person, firm, company, corporation, partnership, joint venture, association, or other entity whatsoever, solicit, interfere with, hire, pay for any form of services, or endeavor to entice away from the Company, any former, current, or future Teammates of the Company, unless agreed upon in writing by both Company, the Teammate and You.

Non-Disclosure. The Company shall not make public any information about You or your business operations without your explicit consent or unless obligated to by operation of law. The Company is not liable for the actions of its Teammates; You understand and acknowledge that Company does not and cannot guarantee Teammates will protect or keep confidential information about You or your business.

Data and Financial Security. You agree and acknowledge that You are responsible for protecting the integrity of your own data, financial information, and other sensitive and private information and agree not to hold the Company accountable. You agree to only provide the level of access to the Teammates of such sensitive information (including, but not limited to, bank accounts and credit cards, customer data, access to accounts, etc.) to which You are comfortable and that You, and not Company, are solely responsible for ensuring the integrity and security of such information and data.

Company’s Relationship With Teammates. Company recruits Independent Contractors (“Teammates”, “WorkSitters”) and introduces them to clients. As such, Teammates are free to decide whether to carry out projects or tasks for a Client. You acknowledge, agree, and understand that the hiring of a Teammate from Company does not create a partnership, joint venture, employer-employee or franchisor-franchisee relationship between You and Company. You are free to enter into any written agreement with Teammate that you deem relevant (e.g. non-disclosure agreements, etc) assuming that such agreements do not conflict with this Agreement or other signed agreements between You and Company. Company makes no representations or warranties relating to the capability of Teammates and Contractor Services. It is solely Your responsibility to monitor Teammates and Contractor Services, and their access to Your confidential information and trade secrets. Any work You assign to Teammates and the deliverables resulting from Contractor Services, is in no way reviewed, monitored, quality assessed, tested or endorsed by the Company, and Company is in no way liable for Contractor Services or any legal consequences that may result from Contractor Services or the deliverables thereof, including, but not limited to, patent, copyright, or trademark infringement by any third- party.

Work Quality. You understand and agree that Company does not in any way control, affect, or influence Teammates or Contractor Services and Company specifically disclaims any and all responsibility for the same. Company makes NO representations or warranties regarding the quality, capability, compatibility, performance or legality of any project or task Teammates perform for You. You agree that you are solely responsible for training, monitoring, managing, and communicating with the Teammates Company provides to You, and You agree to provide Teammates with the necessary information and training to meet your requirements and expectations.

Teammate Termination. You may terminate the specific Teammate You were assigned at any time, with 1 week written notice to the Company at hello@worksitter.com. Company may assign a new Teammate to You, at your request.

Payment Rate & Pending Bills. Company shall charge, and Client shall pay, the fees identified in Exhibit A, Fees, incorporated herein by reference. Company reserves the right, in its sole discretion, to change the fees, services or other information in Exhibit A at any time with thirty (30) days notice to You. If you disagree with any revision to any Exhibit A, your sole remedy is to terminate this Agreement as permitted within this Agreement. Company shall charge your credit card on file, or other payment method if previously agreed upon, for fees outlined in this Agreement and Exhibit A. If there is no credit card on file, You agree to pay invoices manually within 2 business days of receipt. If You fail to pay our invoices or fees when due, Company reserves the right to stop the Teammate from working with You (we disclaim all responsibility and You accept all risk associated with suspended services for lack of payment). Additional services may be conducted by Teammates after mutual agreement between the parties, which shall become incorporated into and made part of this Agreement.

Validity of Special Offers. Company reserves the right to cancel any special offers of discounted or free trials in its sole discretion, with or without notice.

Automatic Billing & Payment Schedule. You authorize Company to automatically charge a credit card You provide for hours completed by all Teammates you hire times their respective billable rates, plus any other amounts owed as provided under this Agreement. You agree to Company using third-party payment providers (e.g. Stripe, Payoneer, Paypal, etc) to process payments and manage your payment information. You agree that this authorization of automatic billing will remain in effect until You cancel it by notifying Company in writing at hello@worksitter.com. You agree to promptly notify Company in writing of any changes to your credit card on file or if You wish to terminate this authorization. You understand and acknowledge that canceling your authorization of automatic billing only applies to payments for future work by Teammates, and that the authorization remains in effect for any pending payments for work which has already been completed. You understand and agree that if any payments owed to Company are rejected by your credit card on file, Company reserves the right to suspend Contractor Services or withhold any deliverables until You pay all monies owed to Company.

Making Payments to Teammates. You represent and warrant that all payments for Contractor Services shall be made by You to Company, and Company is responsible for paying the Teammate. You are prohibited from paying the Teammate directly. You expressly agree not to attempt to hire Teammates associated with Company and that doing so would be considered by Company to be a material breach of this Agreement, and subject to the liquidated damages provided for herein, unless other provisions are arranged in writing between Company, the Teammate and You. This is represented by a “Buyout” contract.

Non-Payment. If the amounts by Client owed under this Agreement cannot be collected from the Client’s payment method (for example, if the credit card on file cannot be charged), Client is solely responsible for paying this amount using another means acceptable to Company. A Client will be considered in “default” if they fail to pay any bill that is due under this Agreement within a reasonable time frame but no more than 10 days after Client is notified in writing of an unpaid bill. If Client is in default, Client must pay Company the amount owed plus interest on the outstanding amount of one and one half percent (1.5%) each month or the maximum interest allowed by applicable law. Any action to collect any sums due under this Agreement may be brought in a court of competent jurisdiction in California, and the parties consent to personal jurisdiction and venue in said County. In any action or proceeding to enforce or construe this Agreement, the prevailing party shall be entitled to recover their attorney’s fees and related enforcement costs and expenses.

Refund Policy. If you are not completely satisfied with the Services for any reason, you must request, within seven (7) days of your last payment date, that WorkSitter terminates the Services and provide you with a refund. The Refund is applicable only to the base subscription of the Service purchased by Customer and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that the Refund amount may be different than the amount Customer was charged due to currency changes and third party fees, such as wire transfer fees, and Company shall not be responsible for any differences caused by change of currency exchange rates or fees that Customer was charged by third parties. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer’s Refund request.

Hour Tracking. Company is not responsible for the accuracy of the hours reported by Teammates and You understand and acknowledge that Company is not liable for any perceived errors in Teammate hour reporting. In the event that You dispute the hours recorded by Teammate, you may contact the Company to help work out a solution and Company will make diligent efforts to resolve the dispute. Company reserves the right, after examining the facts of the case, to either pay the Teammate, compromise, or issue you a full or partial refund, at its sole discretion.

Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO COMPANY SERVICES, CONSULTING SERVICES, INDEPENDENT CONTRACTORS, TEAMMATES, THIS AGREEMENT (OR ITS TERMINATION), AND/OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITY (INCLUDING ATTORNEY FEES) FOR DAMAGES HEREUNDER OR ANY CAUSE WHATSOEVER RELATING TO COMPANY SERVICES, CONTRACTOR SERVICES OR ANY APPLICATIONS THEREIN, SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO COMPANY HEREUNDER FOR SUCH SERVICES.

Warranty. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

Indemnification. You shall indemnify and hold Company harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney fees, which arise from any alleged breach of (1) this Agreement, or (2) Your representations and warranties made under this Agreement. You will be promptly notified of any such claims if they so arise.

Termination. This Agreement may be terminated at any time with or without cause, by either the Company from hello@worksitter.com or You at hello@worksitter.com, by giving written notice to the other party. All payments due at the time of termination shall be payable as indicated herein.

Proper Notification. Any notice or other communication required under this Agreement will be deemed to be properly given only when sent via email to hello@worksitter.com when to the Company, and to Client’s email address on file with the Company. You represent and warrant that You will keep a valid and up-to-date email address on file with the Company, and that the Company is not responsible for returned mail, email bounces, or other causes of non-delivery of emails outside of its control. The effective date of notice shall be the date notice is sent.

Liquidated Damages. Any material breach of this Agreement, including a breach of Paragraphs 4 [Non-Solicitation] or 12 [Non-Payment], would result in damages that are difficult to estimate, and therefore, You agree to pay Company the following amount, not as a penalty but as compensation for reasonable calculation of damages incurred by Company, an amount equal to three (3) times the highest monthly fee paid to the Company in the preceding six (6) months, times twenty-four (24) months per breach.

Injunctive Relief. In additional to any liquidated damages that may be available to the Company pursuant to this Agreement, You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions of this Agreement, including but not limited to Paragraphs 4 and/or 12, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions, without the need or requirement to prove damages or post a bond.

Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the maximum extent enforceable with current law shall nevertheless be binding and enforceable.

Excusable Delays. Neither party will be considered to be responsible for failure or delay in performance of this Agreement if the failure or delay is due to war, terrorism, loss of internet, acts of God, or any other causes outside of the direct control of the non-performing party.

Survival. After termination of this Agreement, the terms which suggest or imply continuation will remain in full force and effect. This includes, but is not limited to, non-disclosure, non-solicitation, or non-payment, indemnification, and payment of fees. Termination of this Agreement does not release You from obligations incurred prior to the termination of the Agreement or that may accrue thereafter.

Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.

Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. The failure of You or Company to enforce the provisions of this Agreement will not be interpreted as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

Jurisdiction and Venue. This Agreement is to be construed pursuant to the laws of the State of Louisiana, United States. You agree to personal jurisdiction and venue of any court of competent jurisdiction in California, without regard to conflict of laws provisions, for any claim arising out of this Agreement.

Counterparts; Execution; Electronic Signature and Delivery. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Agreement, any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.

Exhibit A

Fees

WorkSitter.com is a social enterprise focused on scaling the quality of life for visionaries, entrepreneurs, founders, and creatives. We charge the following (unless otherwise quoted via email):

$13.50 - WorkSitter Session (55 minutes)

$13.50 - Assistant Hour

$250 - Business Advising (55 minutes)