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Privacy Policy

TheSHFTApp LLC PRIVACY POLICY

TheSHFTApp LLC (the “Company”) is committed to maintaining robust privacy

protections for its users. Our Privacy Policy (“Privacy Policy”) is designed to help you

understand how we collect, use and safeguard the information you provide to us and to

assist you in making informed decisions when using our Service.

For purposes of this Agreement, “Site” refers to the Company’s website, which can be

accessed at TheSHFTApp.com or through our mobile application TheSHFTApp.

“Service” refers to the Company’s services accessed via the Site, in which users can offer

and cover shifts at any businesses contracted with TheSHFTApp.

The terms “we,” “us,” and “our” refer to the Company.

“You” refers to you, as a user of our Site or our Service.

By accessing our Site or our Service, you accept our Privacy Policy and Terms of Use (found

here: darasosolutions.com), and you consent to our collection, storage, use and disclosure of

your Personal Information as described in this Privacy Policy.

I. INFORMATION WE COLLECT

We collect “Non-Personal Information” and “Personal Information.” Non-Personal Information

includes information that cannot be used to personally identify you, such as anonymous usage

data, general demographic information we may collect, referring/exit pages and URLs,

platform types, preferences you submit and preferences that are generated based on the data

you submit and number of clicks. Personal Information includes your email, name, age

addresses, citizenship status, social security number, bank information, tax information, which

you submit to us through the registration process at the Site.

1. Information collected via Technology

To activate the Service you do not need to submit any Personal Information other than your

email address. To use the Service thereafter, you do need to submit further Personal

Information [,which may include: name, age, address, citizenship status, social security

number, bank information, tax information]. However, in an effort to improve the quality of

the Service, we track information provided to us by your browser or by our software

application when you view or use the Service, such as the website you came from (known

as the “referring URL”), the type of browser you use, the device from which you connected

to the Service, the time and date of access, and other information that does not personally

identify you. We track this information using cookies, or small text files which include an

anonymous unique identifier. Cookies are sent to a user’s browser from our servers and are

stored on the user’s computer hard drive. Sending a cookie to a user’s browser enables us

to collect Non-Personal information about that user and keep a record of the user’s

preferences when utilizing our services, both on an individual and aggregate basis. For

example, the Company may use cookies to collect the following information:

· Work times

● Hours worked

● Work locations

● Distances traveled for work

● User interface

● Click through processes

● User experience

● Mobile Application usage habits

The Company may use both persistent and session cookies; persistent cookies remain on

your computer after you close your session and until you delete them, while session cookies

expire when you close your browser. [For example, we store a persistent cookies to track

(User work activities)].

2. Information you provide us by registering for an account

In addition to the information provided automatically by your browser when you visit the

Site, to become a subscriber to the Service you will need to create a personal profile. You can

create a profile by registering with the Service and entering your email address, and

creating a user name and a password. By registering, you are authorizing us to collect, store

and use your email address in accordance with this Privacy Policy.

3. Children’s Privacy

The Site and the Service are not directed to anyone under the age of 13. The Site does not

knowingly collect or solicit information from anyone under the age of 13, or allow anyone

under the age of 13 to sign up for the Service. In the event that we learn that we have

gathered personal information from anyone under the age of 13 without the consent of a

parent or guardian, we will delete that information as soon as possible. If you believe we

have collected such information, please contact us at info@darasosolutions.com.

II. HOW WE USE AND SHARE INFORMATION

Personal Information:

Except as otherwise stated in this Privacy Policy, we do not sell, trade, rent or otherwise

share for marketing purposes your Personal Information with third parties without your

consent. We do share Personal Information with vendors who are performing services for

the Company, such as the servers for our email communications who are provided access to

user’s email address for purposes of sending emails from us. Those vendors use your

Personal Information only at our direction and in accordance with our Privacy Policy.

In general, the Personal Information you provide to us is used to help us communicate with

you. For example, we use Personal Information to contact users in response to questions,

solicit feedback from users, provide technical support, and inform users about promotional

offers.

We may share Personal Information with outside parties if we have a good-faith belief that

access, use, preservation or disclosure of the information is reasonably necessary to meet

any applicable legal process or enforceable governmental request; to enforce applicable

technical concerns; or to protect against harm to the rights, property, or safety of our users

or the public as required or permitted by law.

Non-Personal Information:

In general, we use Non-Personal Information to help us improve the Service and customize

the user experience. We also aggregate Non-Personal Information in order to track trends

and analyze use patterns on the Site. This Privacy Policy does not limit in any way our use

or disclosure of Non-Personal Information and we reserve the right to use and disclose such

Non-Personal Information to our partners, advertisers and other third parties at our

discretion.

In the event we undergo a business transaction such as a merger, acquisition by another

company, or sale of all or a portion of our assets, your Personal Information may be among

the assets transferred. You acknowledge and consent that such transfers may occur and are

permitted by this Privacy Policy, and that any acquirer of our assets may continue to

process your Personal Information as set forth in this Privacy Policy. If our information

practices change at any time in the future, we will post the policy changes to the Site so that

you may opt out of the new information practices. We suggest that you check the Site

periodically if you are concerned about how your information is used.

III. HOW WE PROTECT INFORMATION

We implement security measures designed to protect your information from unauthorized

access. Your account is protected by your account password and we urge you to take steps

to keep your personal information safe by not disclosing your password and by logging out

of your account after each use. We further protect your information from potential security

breaches by implementing certain technological security measures including encryption,

firewalls and secure socket layer technology. However, these measures do not guarantee

that your information will not be accessed, disclosed, altered or destroyed by breach of such

firewalls and secure server software. By using our Service, you acknowledge that you

understand and agree to assume these risks.

IV. YOUR RIGHTS REGARDING THE USE OF YOUR PERSONAL INFORMATION

You have the right at any time to prevent us from contacting you for marketing purposes.

When we send a promotional communication to a user, the user can opt out of further

promotional communications by following the unsubscribe instructions provided in each

promotional e-mail. You can also indicate that you do not wish to receive marketing

communications from us in the “Settings section” of the Site or mobile application . Please

note that notwithstanding the promotional preferences you indicate by either unsubscribing

or opting out in the “Settings Section” of the Site or mobile application, we may continue to

send you administrative emails including, for example, periodic updates to our Privacy

Policy.

V. LINKS TO OTHER WEBSITES

As part of the Service, we may provide links to or compatibility with other websites or

applications. However, we are not responsible for the privacy practices employed by those

websites or the information or content they contain. This Privacy Policy applies solely to

information collected by us through the Site and the Service. Therefore, this Privacy Policy

does not apply to your use of a third party website accessed by selecting a link on our Site

or via our Service. To the extent that you access or use the Service through or on another

website or application, then the privacy policy of that other website or application will

apply to your access or use of that site or application. We encourage our users to read the

privacy statements of other websites before proceeding to use them.

VI. CHANGES TO OUR PRIVACY POLICY

The Company reserves the right to change this policy and our Terms of Service at any time.

We will notify you of significant changes to our Privacy Policy by sending a notice to the

primary email address specified in your account or by placing a prominent notice on our

site. Significant changes will go into effect 30 days following such notification. Non-material

changes or clarifications will take effect immediately. You should periodically check the Site

and this privacy page for updates.

VII. CONTACT US

If you have any questions regarding this Privacy Policy or the practices of this Site, please

Last Updated: This Privacy Policy was last updated on January 9, 2023.

Terms of Use

TheSHFTApp LLC Terms of Use

1/9/23

Welcome to the TheSHFTApp’s Terms of Use agreement. For purposes of this agreement, “Site”

refers to the Company’s website, which can be accessed at darasosolutions.com [or through our

mobile application TheSHFTApp]. “Service” refers to the Company’s services accessed via the

Mobile Application, in which users can sign up to fill in shifts at any of our clients businesses to

offer support to those businesses. The terms “we,” “us,” and “our” refer to the Company. “You”

refers to you, as a user of our Site or our Service.

The following Terms of Use apply when you view or use the Service [via our website located at

[darasosolutions.com] [or by accessing the Service through clicking on the application (the

“App”) on your mobile device].

Please review the following terms carefully. By accessing or using the Service, you signify your

agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use in

their entirety, you may not access or use the Service.

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy

Policy (found here: darasosolutions.com) which explains how we collect, use, and disclose

information that pertains to your privacy. When you access or use the Service, you signify your

agreement to the Privacy Policy as well as these Terms of Use.

ABOUT THE SERVICE

The Service allows you to sign up for shifts, receive training, and offer support to our clients

through signing up for shifts offered by our clients. .

REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE

You need to be at least 18 years old and a resident of the United States to register for and use the

Service.

If you are a user who signs up for the Service, you will create a personalized account which

includes a unique username and a password to access the Service and to receive messages from

the Company. You agree to notify us immediately of any unauthorized use of your password

and/or account. The Company will not be responsible for any liabilities, losses, or damages

arising out of the unauthorized use of your member name, password and/or account.

USE RESTRICTIONS

Your permission to use the Site is conditioned upon the following use, posting and conduct

restrictions:

You agree that you will not under any circumstances:

· access the Service for any reason other than your personal, non-commercial use solely as

permitted by the normal functionality of the Service,

· collect or harvest any personal data of any user of the Site or the Service

· use the Site or the Service for the solicitation of business in the course of trade or in

connection with a commercial enterprise;

· distribute any part or parts of the Site or the Service without our explicit written permission

(we grant the operators of public search engines permission to use spiders to copy materials

from the site for the sole purpose of creating publicly-available searchable indices but retain the

right to revoke this permission at any time on a general or specific basis);

· use the Service for any unlawful purpose or for the promotion of illegal activities;

· attempt to, or harass, abuse or harm another person or group;

· use another user’s account without permission;

· intentionally allow another user to access your account;

· provide false or inaccurate information when registering an account;

· interfere or attempt to interfere with the proper functioning of the Service;

· make any automated use of the Site, the Service or the related systems, or take any action

that we deem to impose or to potentially impose an unreasonable or disproportionately large

load on our servers or network infrastructure;

· bypass any robot exclusion headers or other measures we take to restrict access to the

Service, or use any software, technology, or device to scrape, spider, or crawl the Service or

harvest or manipulate data;

· circumvent, disable or otherwise interfere with any security-related features of the Service or

features that prevent or restrict use or copying of content, or enforce limitations on use of the

Service or the content accessible via the Service; or

· publish or link to malicious content of any sort, including that intended to damage or disrupt

another user’s browser or computer.

POSTING AND CONDUCT RESTRICTIONS

When you create your own personalized account, you may be able to provide personal

information, experiences, and preferences. (“User Content”) to the Service. You are solely

responsible for the User Content that you post, upload, link to or otherwise make available via

the Service.

You agree that we are only acting as a passive conduit for your online distribution and

publication of your User Content. The Company, however, reserves the right to remove any

User Content from the Service at its sole discretion.

We grant you permission to use and access the Service, subject to the following express

conditions surrounding User Content. You agree that failure to adhere to any of these conditions

constitutes a material breach of these Terms.

By transmitting and submitting any User Content while using the Service, you agree as follows:

· You are solely responsible for your account and the activity that occurs while signed in to or

while using your account;

· You will not post information that is malicious, libelous, false or inaccurate;

· You will not post any information that is abusive, threatening, obscene, defamatory, libelous,

or racially, sexually, religiously, or otherwise objectionable and offensive;

· You retain all ownership rights in your User Content but you are required to grant the

following rights to the Site and to users of the Service as set forth more fully under the “License

Grant” and “Intellectual Property” provisions below: When you upload or post User Content to

the Site or the Service, you grant to the Site a worldwide, non-exclusive, royalty-free,

transferable license to use, reproduce, distribute, prepare derivative works of, display, and

perform that Content in connection with the provision of the Service; and you grant to each user

of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content

through the Service, and to use, reproduce, distribute, prepare derivative works of, display and

perform such Content to the extent permitted by the Service and under these Terms of Use;

· You will not submit content that is copyrighted or subject to third party proprietary rights,

including privacy, publicity, trade secret, or others, unless you are the owner of such rights or

have the appropriate permission from their rightful owner to specifically submit such content;

and

· You hereby agree that we have the right to determine whether your User Content

submissions are appropriate and comply with these Terms of Service, remove any and/or all of

your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of

any User Content that you make available or access through your use of the Service is solely

your responsibility. The Site is not responsible for any public display or misuse of your User

Content.

The Site does not, and cannot, pre-screen or monitor all User Content. However, at our

discretion, we, or technology we employ, may monitor and/or record your interactions with the

Service or with other Users.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the

Service, but not directly by the Site, are those of their respective authors, and should not

necessarily be relied upon. Such authors are solely responsible for such content.

We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or

the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability

of any opinion, advice, or statement made by other parties. We take no responsibility and

assume no liability for any User Content that you or any other user or third party posts or sends

via the Service. Under no circumstances will we be responsible for any loss or damage resulting

from anyone’s reliance on information or other content posted on the Service, or transmitted to

users.

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is

inaccurate or objectionable when you use or access the Site or the Service. We reserve the right,

but have no obligation, to monitor the materials posted in the public areas of the Site or the

Service or to limit or deny a user’s access to the Service or take other appropriate action if a user

violates these Terms of Use or engages in any activity that violates the rights of any person or

entity or which we deem unlawful, offensive, abusive, harmful or malicious. [E-mails sent

between you and other participants that are not readily accessible to the general public will be

treated by us as private to the extent required by applicable law.] The Company shall have the

right to remove any material that in its sole opinion violates, or is alleged to violate, the law or

this agreement or which might be offensive, or that might violate the rights, harm, or threaten

the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution

under Federal, State and local law. If you become aware of a misuse of our Service or violation

of these Terms of Use, please contact us info@darasosolutions.com.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, we may provide you with convenient links to third party website(s)

(“Third Party Sites”) as well as content or items belonging to or originating from third parties

(the “Third Party Applications, Software or Content”). These links are provided as a courtesy to

Service subscribers. We have no control over Third Party Sites or Third Party Applications,

Software or Content or the promotions, materials, information, goods or services available on

these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites

and Third Party Applications, Software or Content are not investigated, monitored or checked

for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party

Sites accessed through the Site or any Third Party Applications, Software or Content posted on,

available through or installed from the Site, including the content, accuracy, offensiveness,

opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or

the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use

or installation of any Third Party Site or any Third Party Applications, Software or Content does

not imply our approval or endorsement. If you decide to leave the Site and access the Third

Party Sites or to use or install any Third Party Applications, Software or Content, you do so at

your own risk and you should be aware that our terms and policies, including these Terms of

Use, no longer govern. You should review the applicable terms and policies, including privacy

and data gathering practices, of any Third Party Site to which you navigate from the Site or

relating to any applications you use or install from the Third Party Site.

(a) Termination of Repeat Infringer Accounts. We respect the intellectual property rights of

others and requires that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States

appropriate circumstances of users of the Service who are repeat infringers. We may terminate

access for participants or users who are found repeatedly to provide or post protected third

party content without necessary rights and permissions.

(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in

good faith, that any materials provided on the Service infringe upon your copyrights, you may

submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512)

(“DMCA”) by sending the following information in writing to the our designated copyright

agent at info@darasosolutions.com:

1. The date of your notification;

2. A physical or electronic signature of a person authorized to act on behalf of the

owner of an exclusive right that is allegedly infringed;

3. A description of the copyrighted work claimed to have been infringed, or, if multiple

copyrighted works at a single online site are covered by a single notification, a

representative list of such works at that site;

4. A description of the material that is claimed to be infringing or to be the subject of

infringing activity and information sufficient to enable us to locate such work;

5. Information reasonably sufficient to permit the service provider to contact you, such

as an address, telephone number, and/or email address;

6. A statement that you have a good faith belief that use of the material in the manner

complained of is not authorized by the copyright owner, its agent, or the law; and

7. A statement that the information in the notification is accurate, and under penalty of

perjury, that you are authorized to act on behalf of the owner of an exclusive right that

is allegedly infringed.

is not infringing, or that you have the authorization from the copyright owner, the copyright

owner's agent, or pursuant to the law, to post and use the content in your User Content, you

may send a counter-notice containing the following information to our copyright agent using

the contact information set forth above:

1. Your physical or electronic signature;

2. A description of the content that has been removed and the location at which the

content appeared before it was removed;

3. A statement that you have a good faith belief that the content was removed as a

result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and email address, a statement that you

consent to the jurisdiction of the federal court in the State of Florida and a statement

that you will accept service of process from the person who provided notification of

the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice

to the original complaining party informing such person that it may reinstate the removed

content in ten (10) business days. Unless the copyright owner files an action seeking a court

order against the content provider, member or user, the removed content may (in our sole

discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after

receipt of the counter-notice.

LICENSE GRANT

By posting any User Content via the Service, you expressly grant, and you represent and

warrant that you have a right to grant, to the Company a royalty-free, sublicensable,

transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify,

publish, list information regarding, edit, translate, distribute, publicly perform, publicly display,

and make derivative works of all such User Content and your name, voice, and/or likeness as

contained in your User Content, if applicable, in whole or in part, and in any form, media or

technology, whether now known or hereafter developed, for use in connection with the Service.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual

property rights of any kind related to the Service, including applicable copyrights, trademarks

and other proprietary rights. Other product and company names that are mentioned on the

Service may be trademarks of their respective owners. We reserve all rights that are not

expressly granted to you under these Terms of Use.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system will not constitute

legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in

any situation where legal notice is required by contract or any law or regulation.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you: (a) consent to receive communications from us in an electronic

form via the email address you have submitted; and (b) agree that all Terms of Use, agreements,

notices, disclosures, and other communications that we provide to you electronically satisfy any

legal requirement that such communications would satisfy if it were in writing. The foregoing

does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about

the Site or the Service and special offers. You may opt out of such email by changing your

account settings, using the “Unsubscribe” link in the message, or by sending an email to

info@darasosolutions.com or mail to the following postal address:

Customer Support

[Address]

Opting out may prevent you from receiving messages regarding the Site, the Service or special

offers.

WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT

LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER

EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT

LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT

LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT

ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR

FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR

DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER

MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT

PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE

SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR

PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR

ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,

HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF

YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE

SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE

AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER

OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING

NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE

BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY

SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME

JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS

PROVISION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, a restaurant or a merchant of a product or service

that you review using the Service, you release us (and our officers, directors, agents,

subsidiaries, joint ventures and employees) from claims, demands and damages (actual and

consequential) of every kind and nature, known and unknown, arising out of or in any way

connected with such disputes.

If you are a California resident using the Service, you may specifically waive California Civil

Code §1542, which says: “A general release does not extend to claims which the creditor does

not know or suspect to exist in his favor at the time of executing the release, which if known by

him must have materially affected his settlement with the debtor.”

MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event

of any such amendments. It is your sole responsibility to check the Site from time to time to

view any such changes in this agreement. Your continued use of the Site or the Service signifies

your agreement to our revisions to these Terms of Use. We will endeavor to notify you of

material changes to the Terms by posting a notice on our homepage and/or sending an email to

the email address you provided to us upon registration. For this additional reason, you should

keep your contact and profile information current. Any changes to these Terms (other than as

set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective

except in a written agreement bearing the physical signature of one of our officers. No

purported waiver or modification of this agreement on our part via telephonic or email

communications shall be valid.

GENERAL TERMS

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that

portion of the agreement will be construed as to be consistent with applicable law while the

remaining portions of the agreement will remain in full force and effect. Any failure on our part

to enforce any provision of this agreement will not be considered a waiver of our right to

enforce such provision. Our rights under this agreement survive any transfer or termination of

this agreement.

You agree that any cause of action related to or arising out of your relationship with the

Company must commence within ONE year after the cause of action accrues. Otherwise, such

cause of action is permanently barred.

These Terms of Use and your use of the Site are governed by the federal laws of the United

States of America and the laws of the State of Florida, without regard to conflict of law

provisions.

We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part,

to any person or entity at any time with or without your consent. You may not assign or

delegate any rights or obligations under the Terms of Service or Privacy Policy without our

prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND

THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU

FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE

STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY

PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER

COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS

AGREEMENT.

TheSHFTApp For Business Agreement

TheSHFTApp for Business General Terms and Conditions –

United States of America

These TheSHFTApp for Business General Terms and Conditions ("General Terms") are

hereby accepted and agreed to by the company identified within the TheSHFTApp for

Business sign-up process ("Company"), and constitute a legally binding agreement by

and between Company and TheSHFTApp LLC, (“TheSHFTApp"). These General

Terms set forth the terms and conditions under which Company may establish an

TheSHFTApp for Business corporate account (“Corporate Account”), which

TheSHFTApp makes available to Company through the Dashboard in connection with

one or more TheSHFTApp Product, as set forth herein. Company’s access to and use

of the Dashboard in connection with any TheSHFTApp Product is subject to these

General Terms and each applicable Product Addendum, as may be modified or updated

by TheSHFTApp from time to time, effective upon posting an updated version of these

General Terms and/or the applicable Product Addendum on the TheSHFTApp website.

TheSHFTApp will provide Company with notice of any such modifications or updates

through the email TheSHFTApp has on file, through the Dashboard, or by updating the

date at the top of these General Terms or the applicable Product Addendum. Company

is responsible for updating contact information through the Dashboard and regularly

reviewing the Dashboard, General Terms and any applicable Product Addendum for

updates and information from TheSHFTApp. Continued use of the TheSHFTApp

Service or any TheSHFTApp Product after any such modifications or updates shall

constitute Company’s consent to such changes. Capitalized terms used but not

otherwise defined in the General Terms shall have the respective meanings ascribed to

such terms in the applicable Product Addendum.

1. DEFINITIONS.

The following terms, as may be used in the Agreement, shall have the meanings set

forth below:

1.1. "Affiliate" means an entity that, directly or indirectly, controls, is under the control of,

or is under common control with a party, where control means having more than fifty

percent (50%) of the voting stock or other ownership interest, the majority of the voting

rights of such entity, the ability of such entity to ensure that the activities and business

of that Affiliate are conducted in accordance with the wishes of that entity or the right to

receive the majority of the income of that Affiliate on any distribution by it of all of its

income or the majority of its assets on a winding up of Company.

1.2. “Authorized User” shall mean an individual authorized to use and link to Company’s

Corporate Account, or an individual that is authorized to use TheSHFTApp Services in

connection with the Corporate Account, as such term is used in the applicable

Product Addendum.

1.3. “Data Protection Law” means all laws and regulations applicable to the personal

data under the Agreement, including as applicable the laws and regulations of the

European Union, the European Economic Area and their member states, Switzerland

and the United Kingdom, including the EU General Data Protection Regulation

(2016/679) (GDPR).

1.4. “End User Terms” shall mean the terms and conditions applicable to all users of the

TheSHFTApp Service, available at www.TheSHFTApp.com/help, as may be updated by

TheSHFTApp from time to time.

1.5. “Personal Data” means any information in connection with this Agreement that can

reasonably be used to identify an individual, or that may otherwise be considered

personal data

1.6. “Service Fee” shall mean the service fees applicable to User Charges and/or

Company’s use of the TheSHFTApp Services, if any, as set forth in a Product

Addendum or otherwise agreed to between TheSHFTApp and Company.

1.7. “TheSHFTApp API” means an application programming interface, specifications,

instructions, and other documentation provided by TheSHFTApp.

1.8. “TheSHFTApp App” shall mean TheSHFTApp’s mobile application or mobile

website m.TheSHFTApp.com required for use of the TheSHFTApp Service, as may be

updated by TheSHFTApp from time to time.

1.9. “TheSHFTApp for Business” means TheSHFTApp’s suite of enterprise products,

which allow business customers to access TheSHFTApp Services for

business purposes.

1.10. “TheSHFTApp Personal Data” means any information TheSHFTApp provides to

Company in connection with this Agreement, through the Dashboard, an TheSHFTApp

API, or a third party as applicable, relating to an identified individual or an identifiable

individual or which can be reasonably used to identify an individual, or that may

otherwise be considered “personal data” under applicable law.

1.11. “TheSHFTApp Service” shall mean TheSHFTApp’s technology service that, when

used in conjunction with the TheSHFTApp App, the Dashboard, or an TheSHFTApp

API, as applicable, enables users and Administrators to request shift coverage and duty

fulfillment services from independent third-party providers.

1.12. “User Charges” shall mean charges incurred by Authorized Users or

Administrators (including on behalf of Central Users), as may be the case, for shift

coverage, or other services obtained through the use of the TheSHFTApp Service,

including any applicable fees, taxes, and any other fees or charges that may be due for

a particular use of the TheSHFTApp Service.

The terms “controller”, “data subject”, “personal data”, “processing” and “processor” as

used in this Agreement have the meanings given in the GDPR.

3. TERM AND TERMINATION.

This Agreement shall commence upon Company’s acceptance of the Agreement and

shall remain in effect until terminated as set forth herein (the "Term"). Either party may

terminate this Agreement or any Product Addendum with or without cause upon five (5)

days’ advance written notice to the other party. Termination of one Product Addendum

shall not terminate any other Product Addendum then in effect. All Product Addenda

shall automatically terminate upon the termination of these General Terms. All

outstanding payment obligations and Sections 1, 2, 5, 8-12 of these General Terms

shall survive the termination of this Agreement.

4. ACCOUNT ADMINISTRATION.

4.1. Company Dashboard and Access to TheSHFTApp Products. Upon execution of

this Agreement, TheSHFTApp will establish Company’s Corporate Account that will

enable Company to access TheSHFTApp’s browser-based online dashboard for

TheSHFTApp for Business, which includes access to each TheSHFTApp Product that a

Company has agreed to utilize through a Product Addendum ("Dashboard").

TheSHFTApp’s contact with Company shall be by way of any individual representative

designated by Company as an “administrator” through the Dashboard (“Administrator”).

In addition to the Dashboard features described in an applicable Product Addendum,

the Dashboard will enable Company to (a) view each TheSHFTApp Product Company

has accepted and agreed to utilize through a Product Addendum; (b) prepare and

review activity reports using such TheSHFTApp Personal Data, (c) add and remove

Administrators, (d) manage and update the Company credit card on file, (e) review and

manage payment statements, and (f) settle outstanding balances on the Corporate

Account. TheSHFTApp reserves the right to add, remove and update features and

functionality of the Dashboard at any time. TheSHFTApp agrees to use commercially

reasonable efforts to provide the Dashboard to Company as set forth herein.

4.2. Administration. Company may appoint additional Administrators at its discretion.

Company agrees to (a) maintain all Dashboard login credentials in confidence, (b) only

permit an authorized Administrator to access the Dashboard, and (c) update as

necessary all information of the lead Administrator and other authorized Administrators

to ensure that it is current, accurate, and complete. Company shall be responsible for all

activity that occurs under its Dashboard login credentials.

4.3. Authorized User and Administrator Updates. It is Company’s sole responsibility to

keep and maintain an accurate list of current Authorized Users or Administrators

authorized to bill User Charges to Company’s Corporate Account for each separate

TheSHFTApp Product. TheSHFTApp may review the current list of Authorized Users

and Administrators, as may be the case, from time to time via the Dashboard to

maintain and support the TheSHFTApp Service and to ensure compliance with this

Agreement. Company acknowledges that if Company authorizes a third-party software,

service, or other platform that is integrated with the TheSHFTApp Service through an

TheSHFTApp API or otherwise (a “Third-Party Service”) to link to Company’s Corporate

Account, the Third-Party Service may have the ability to add, delete, change

permissions of, and view a list of Authorized Users and Administrators on the Corporate

Account, including the ability to manage the linking process described in the

THESHFTAPPTravel Product Addendum.

4.4. Responsibility for User Activity. Company agrees that (a) Company is responsible

for all User Charges incurred by Authorized Users, Central Users, and Administrators

via the Corporate Account, regardless of whether or not such User Charge was

authorized by Company and (b) User Charges may be subject to price changes at any

time, including without limitation, occasional increases during periods of high demand

as further described in the End User Terms. Further, Company agrees that

TheSHFTApp shall not be responsible for User Charges incurred by an Authorized User

or Administrator, as may be the case, after Company has attempted removal of such

Authorized User or Administrator from the Corporate Account to the extent Company

provides incomplete or inaccurate Authorized User or Administrator removal information

via the Dashboard. Finally, as between Company and TheSHFTApp, Company shall be

responsible for the User Charges incurred due to fraudulent or other unpermitted activity

on the part of an Authorized User’s or Administrator’s use of the Corporate Account to

access TheSHFTApp Services. Company shall notify TheSHFTApp promptly upon

discovery of fraudulent or unpermitted activity occurring under Company’s account.

4.5. Restrictions. Company agrees to use the Corporate Account and Dashboard solely

as set forth in this Agreement. Company shall not, and shall not authorize others to, (a)

decompile, disassemble, reverse engineer or otherwise attempt to derive the source

code or underlying technology, methodologies or algorithms of the Dashboard,

TheSHFTApp Service or TheSHFTApp, except to the extent allowed by applicable law,

(b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the TheSHFTApp

Service or TheSHFTApp to any unaffiliated third party, (c) upcharge, increase or

otherwise modify the User Charges for any usage of the TheSHFTApp Service or (d)

impose any additional fees or charges on an Authorized User or Central User related to

use of the Dashboard or TheSHFTApp Service. TheSHFTApp reserves all rights not

expressly granted to Company or a third party, including Authorized Users or Central

Users, under this Agreement.

5. FEES AND BILLING.

5.1. User Charges and Service Fees. User Charges and Service Fees applicable for

each TheSHFTApp Product shall be as set forth in the applicable Product Addendum.

5.2. Billing Options.

5.2.1. User Charges and Service Fees will be paid in accordance with the applicable

Product Addendum. Users pay per hour worked plus applicable service fees. Charged

per hour worked.

5.2.2 Users will be charged prior to shift start as long as shift offered is filled.

5.3. Taxes. Unless otherwise indicated on a receipt, all Service Fees and User Charges,

each to the extent applicable, are exclusive of applicable taxes, and Company agrees to

be responsible for the payment of any such taxes assessed on such Service Fees and

User Charges, including, but not limited to, all sales, use, VAT or similar taxes, except

for taxes based on TheSHFTApp’s income. All payments shall be processed in the local

currency applicable to the geography of the Authorized User’s or Central User’s

applicable ride except in certain instances when TheSHFTApp may process foreign

transactions in United States dollars. All payments are nonrefundable except as may be

expressly provided otherwise herein. Each party shall be responsible for its costs and

expenses associated with its performance under this Agreement.

6. PROPRIETARY RIGHTS.

6.1. License to Marks; Restrictions. The term "Marks" shall mean the trademarks,

service marks, trade names, logos, slogans, designs, social media or other handles,

hashtags, and other identifying symbols and indicia of Company (“Licensor”). Company

hereby grants TheSHFTApp (“Licensee”), solely during the Term, a limited, royalty-free,

worldwide, non-exclusive, non-transferable, non-assignable license, without the right to

sublicense, to use and display the Licensor’s Marks. All use of a Licensor’s Marks by

Licensee will be in the form and format approved by Licensor, and Licensee will not

otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All

goodwill related to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of

Licensor. Marks will at all times remain the exclusive property of Licensor. Except as

expressly set forth herein, Licensor does not, and shall not be deemed to, grant

Licensee any license or rights under any intellectual property or other proprietary rights.

All rights not granted herein are expressly reserved by Licensor. Company hereby

grants TheSHFTApp the right to display Company’s Marks throughout the Term in

accordance with this Section: (i) on TheSHFTApp’s website, and (ii) in any list of

companies describing with whom TheSHFTApp has engaged in similar marketing or

promotional activities, as long as such list includes at least two other companies and

such use is in compliance with Company’s brand guidelines, if any. This right to use

Company’s Marks shall not require prior written approval and shall continue after this

Agreement is terminated, unless Company provides TheSHFTApp with written notice

that Company is terminating such right.

6.2. No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE

SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER

INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY

PURSUANT TO THIS AGREEMENT. Any development activities relating to any

technology, content, media or other intellectual property must be the subject of a

separate written agreement between TheSHFTApp and Company prior to the

commencement of any such activities.

6.3. Ownership. TheSHFTApp and its Affiliates are and shall remain the owners of all

right, title and interest in and to the Dashboard, TheSHFTApp Service, TheSHFTApp

App, and TheSHFTApp Personal Data including any updates, enhancements and new

versions thereof, all data related to the use of the Dashboard and TheSHFTApp

Services, and all related documentation and materials provided or made available to

Company or any proposed or current Authorized User in connection with

this Agreement.

6.4. No Publicity. Other than as expressly set forth herein, neither party may use or

reference the other party’s name, logo, trademarks or service marks in a press release

or otherwise without the prior consent of such other party in each instance.

7. CONFIDENTIALITY.

The term "Confidential Information" shall mean any confidential or proprietary business,

technical or financial information or materials of a party (“Disclosing Party”) provided to

the other party (“Receiving Party”) in connection with the Agreement, whether orally or

in physical form. However, Confidential Information shall not include information (a)

previously known by Receiving Party without an obligation of confidentiality, (b)

acquired by Receiving Party from a third party which was not, to Receiving Party's

knowledge, under an obligation of confidentiality, (c) that is or becomes publicly

available through no fault of Receiving Party, or (d) that Disclosing Party provides

written permission to Receiving Party to disclose, but only to the extent of such

permitted disclosure. Receiving Party agrees that (a) it will use Confidential Information

solely for the purposes permitted under this Agreement and (b) it will not disclose the

Confidential Information to any third party other than Receiving Party’s employees or

agents who are bound by obligations of nondisclosure and restricted use at least as

strict as those contained herein. In the event Receiving Party receives a subpoena,

administrative or judicial order, or any other request for disclosure of any Confidential

Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written

notice of such subpoena, order or request and allow Disclosing Party to assert any

available defenses to disclosure. Receiving Party will protect the Disclosing Party’s

Confidential Information in the same manner that it protects the confidentiality of its own

proprietary and confidential information, but in no event using less than a reasonable

standard of care.

8. PRIVACY AND DATA SECURITY.

8.1. Roles of Parties. Each party is an independent controller of the TheSHFTApp

Personal Data. Company will only process TheSHFTApp Personal Data for

administrative purposes, to manage access control and for activity review purposes.

8.2. Compliance with Data Protection Laws. Each party shall comply with the obligations

applicable to it under the Data Protection Law with respect to the processing of

Personal Data.

8.3. Restrictions. Company agrees that any TheSHFTApp Personal Data obtained in

connection with this Agreement shall be used (a) solely for the purposes set forth in

Section 8.1 of these General Terms, or in connection with the use of the TheSHFTApp

Service, and for no other purpose, unless expressly authorized in writing by

TheSHFTApp, and (b) in accordance with the purposes communicated to the data

subjects. Company shall not use TheSHFTApp Personal Data in any way that harms

TheSHFTApp or that benefits a competitor of TheSHFTApp. Company agrees that it

shall not disclose TheSHFTApp Personal Data to any third parties, except as necessary

for the purposes set forth herein. Company shall not rent or sell TheSHFTApp Personal

Data for any purpose.

8.4. Security. Company shall implement appropriate technical and organizational

measures to protect TheSHFTApp Personal Data against unauthorized or unlawful

processing and against unauthorized loss, destruction, damage, alteration, or

disclosure, as well as any breach of Company’s security measures ("Information

Security Incident").

8.5. Notification. Company shall promptly notify TheSHFTApp in the event that

Company learns or has reason to believe that an Information Security Incident has

occurred in relation to TheSHFTApp Personal Data. This notification includes at least:

(1) the nature of the breach of security measures, (2) the potentially compromised

personal data and data subjects, (3) the duration and expected consequences of the

Information Security Incident, and (4) any mitigation or remediation measures taken or

planned in response to the Information Security Incident. Upon any such discovery,

Company shall (a) take all reasonable steps to investigate, remediate, and mitigate the

effects of the Information Security Incident; and (b) provide TheSHFTApp with

assurances reasonably satisfactory to TheSHFTApp that such Information Security

Incident will not recur. Additionally, if and to the extent any Information Security Breach

occurs as a result of an act or omission of Company, and if TheSHFTApp determines

that notices (whether in TheSHFTApp’s or Company’s name) or other remedial

measures are warranted, Company shall, at TheSHFTApp’s request and at Company’s

cost and expense, undertake the aforementioned remedial actions.

8.6. Data Transfers. To the extent this Agreement involves the transfer of TheSHFTApp

Personal Data in the EEA to a jurisdiction outside the EEA, which has not been

recognized by the European Commission as providing an adequate level of data

protection.

8.7. Product Addenda. The specific privacy and data-related provisions for each

TheSHFTApp Product are included in the applicable Product Addendum.

9. WARRANTIES; DISCLAIMER.

9.1. Mutual Warranties. Each party hereby represents and warrants that (a) it has full

power and authority to enter into this Agreement and perform its obligations hereunder,

(b) such party’s acceptance of this Agreement, as well as such party’s performance of

the obligations set forth in this Agreement, does not and will not violate any other

agreement to which such party is a party, and (c) it is duly organized, validly existing

and in good standing under the laws of the jurisdiction of its origin.

9.2. Company Warranties. Company represents and warrants that: (a) Company has all

rights and consents, where necessary, to provide TheSHFTApp with the Company

Personal Data and any other information provided to TheSHFTApp hereunder; (b)

Company will use TheSHFTApp Personal Data solely for legitimate business purposes

including business expense, processing, accounting, and budgeting purposes; (c) is in

compliance and shall remain in compliance during the Term, with all applicable local,

city, state, federal, national, and international laws, rules and regulations, including

those relating to data protection, privacy, identity theft, data breach, consumer

protection, and data security, and any applicable industry standards relating to privacy

and data security; (d) Company will only share and provide access to TheSHFTApp

Personal Data to Company personnel who have a business need to access such

TheSHFTApp Personal Data; (e) Company will not disclose TheSHFTApp Personal

Data to any third party, unless expressly authorized in writing by TheSHFTApp, and

who are in each case bound by privacy and security obligations regarding TheSHFTApp

Personal Data at least as restrictive as those contained herein; (f) Company will not rent

or sell TheSHFTApp Personal Data for any purpose not authorized by TheSHFTApp;

(g) Company will not use TheSHFTApp Personal Data in any way that harms

TheSHFTApp or benefits a competitor of TheSHFTApp; (h) Company’s Marks, as may

be provided to TheSHFTApp pursuant to this Agreement, will not infringe or otherwise

violate the intellectual property rights, rights of publicity or other proprietary rights of any

third party; (i) Company is not a government or quasi-government entity, or otherwise

owned, controlled by, or created by a government entity; (j) it is not using the

TheSHFTApp Service for purposes necessary to the performance of any federal

government contract or subcontract; and (k) TheSHFTApp is not assuming any portion

of Company’s obligations under any federal government contract, subcontract or federal

grant. Company hereby represents that the individual clicking to accept these General

Terms is authorized by Company to bind, and does hereby bind, Company to the

terms hereof.

9.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THESHFTAPP

PROVIDES THE THESHFTAPP SERVICE, AND THESHFTAPP APP "AS IS" AND

WITHOUT WARRANTY. THESHFTAPP DOES NOT WARRANT THAT THE

FUNCTIONS CONTAINED IN THE DASHBOARD, THESHFTAPP SERVICE AND

THESHFTAPP APP WILL MEET COMPANY’S REQUIREMENTS OR THAT THE

OPERATION OF THE DASHBOARD, THESHFTAPP SERVICE and THESHFTAPP

APP WILL BE UNINTERRUPTED OR ERROR FREE. THESHFTAPP HEREBY

DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT,

WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY

IMPLIED OR STATUTORY WARRANTIES COVERING THE DASHBOARD,

THESHFTAPP SERVICE OR THESHFTAPP APP, AND (B) ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A

PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE

THESHFTAPP SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS

TO REQUEST SHIFT COVERAGE PROVIDED BY INDEPENDENT THIRD-PARTY

PROVIDERS. THESHFTAPP IS NOT A TRANSPORTATION, DELIVERY, OR

LOGISTICS PROVIDER. THESHFTAPP DOES NOT GUARANTEE AVAILABILITY OF

SHFTRS FOR COVERAGE OR ANY OTHER SERVICES LEVELS RELATED TO

INDEPENDENT DUTY FULFILLMENT PROVIDERS THAT MAY BE OBTAINED VIA

THE THESHFTAPP SERVICE.

10. INDEMNIFICATION.

10.1. Company (the "Indemnifying Party") will indemnify, defend and hold harmless

TheSHFTApp (the “Indemnified Party”), its Affiliates and their respective directors,

officers, employees, agents, successors and assigns against all claims, damages,

losses and expenses (including reasonable outside attorney fees) with respect to any

third-party claim arising out of or related to (a) a breach (or claim that, if true, would be a

breach) of any of the Indemnifying Party’s representations or warranties in this

Agreement or any Product Addendum, or (b) the infringement of a third party’s

intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks

have been used by the Indemnified Party in the manner approved by the

Indemnifying Party.

10.2. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any

potential claim subject to indemnification hereunder. The Indemnifying Party will

assume the defense of the claim through counsel designated by it and reasonably

acceptable to the Indemnified Party. The Indemnifying Party will not settle or

compromise any claim, or consent to the entry of any judgment, without written consent

of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party

will reasonably cooperate with the Indemnifying Party in the defense of a claim, at

Indemnifying Party’s expense.

11. LIMITS OF LIABILITY.

OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS

IN THE GENERAL TERMS OR ANY APPLICABLE PRODUCT ADDENDUM, (ii)

DAMAGES ARISING FROM EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY

OBLIGATIONS SET FORTH IN SECTION 7 HEREIN, OR, (iii) DAMAGES ARISING

FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES

SET FORTH IN THE GENERAL TERMS OR ANY APPLICABLE PRODUCT

ADDENDUM, (A) IN NO EVENT SHALL THESHFTAPP OR COMPANY BE LIABLE

FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR

CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS,

SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY COLLECTIVELY

ARISING OUT OF THIS AGREEMENT AND ALL PRODUCT ADDENDUM, WHETHER

BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF

THESHFTAPP OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY

BE LIABLE COLLECTIVELY UNDER THIS AGREEMENT AND ALL PRODUCT

ADDENDUM FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE

GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL

AMOUNTS PAID OR PAYABLE BY COMPANY TO THESHFTAPP HEREUNDER IN

THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO

THE LIABILITY.

12. GENERAL.

12.1. This Agreement shall be governed by and construed in accordance with the laws

of the State of California without regard to its choice or conflict of laws provision. Any

dispute, controversy, or any claim arising out of or relating to this Agreement, or the

interpretation, enforceability, performance, breach termination or validity thereof,

including, without limitation, this arbitration clause, must be solely and finally settled by

confidential arbitration in San Francisco, California, in accordance with the Commercial

Arbitration Rules of the American Arbitration Association. An award rendered in

connection with arbitration pursuant to this section shall be final and binding upon the

parties, and any judgment upon such an award may be entered and enforced in any

court of competent jurisdiction. No provision of this subsection limits the rights of a party

to this Agreement to obtain provisional, injunctive, or ancillary remedies from a court of

competent jurisdiction before, after or during the pendency of any arbitration.

12.2. Neither party has the right to arbitrate on a class action basis any dispute,

controversy, or claim arising out of or relating to these Terms, or the interpretation,

enforceability, performance, breach, termination, or validity thereof, including, without

limitation, this arbitration clause.

12.3. Company shall not, in its use of the TheSHFTApp Service or any TheSHFTApp

Product under this Agreement, discriminate against any Authorized User, Central User,

employee, volunteer, or participant, or individual on the basis of race, color, gender,

pregnancy, marital status, familial status, sexual orientation, gender identity or

expression, religion, ancestry, national origin, disability, or age except that programs

may target beneficial services for specific participant groups, as agreed upon between

TheSHFTApp and Company. Company acknowledges and agrees that upon

TheSHFTApp’s receipt of evidence of Company’s discrimination under any of these

categories, TheSHFTApp shall have the right to immediately terminate this Agreement

following notice to Company.

12.4. Any notice required or permitted to be delivered to Company by this Agreement

shall be posted to the Company’s Dashboard or sent to the email address that

TheSHFTApp has on file for Company. Any notice required or permitted to be delivered

to TheSHFTApp by this Agreement shall be submitted via business-

support@TheSHFTApp.com.

12.5. The failure of either party to enforce, at any time or for any period of time, the

provisions hereof, or the failure of either party to exercise any option herein, shall not be

construed as a waiver of such provision or option and shall in no way affect that party’s

right to enforce such provisions or exercise such option.

12.6. In the event any provision of this Agreement, or any Product Addendum, is

determined to be invalid or unenforceable by ruling of an arbitrator or court of competent

jurisdiction, the remainder of this Agreement (and each of the remaining terms and

conditions contained herein) shall remain in full force and effect. Any delay in or failure

by either party in performance of this Agreement, or a Product Addendum, shall be

excused if and to the extent such delay or failure is caused by occurrences beyond the

control of the affected party including, but not limited to, decrees or restraints of

Government, acts of God, strikes, work stoppage or other labor disturbances, war or

sabotage (each being a "Force Majeure Event"). The affected party will promptly notify

the other party upon becoming aware that any Force Majeure Event has occurred or is

likely to occur and will use commercially reasonable efforts to minimize any resulting

delay in or interference with the performance of its obligations under the

applicable agreement.

12.7. This Agreement and each of the Product Addendum may not be assigned, in

whole or in part, by a party without the prior written consent of the other party, provided

that each party may assign this agreement, upon notice to the other party, to (a) an

Affiliate of such party, or (b) in connection with the sale of all or substantially all of such

party’s equity, business or assets. Subject to the foregoing, this Agreement and all of

the Product Addendum shall be binding upon and shall inure to the benefit of each party

hereto and its respective successors and assigns.

12.8. Nothing in this Agreement, or any Product Addendum, shall be deemed to create

any joint venture, joint enterprise, or agency relationship among the parties, and no

party shall have the right to enter into contracts on behalf of, to legally bind, to incur

debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other

party hereto, in the absence of a separate writing, executed by an authorized

representative of the other party.

12.9. Each party shall be responsible for the payment of its own tax liability arising from

these General Terms or any Product Addendum.

12.10. Company will notify TheSHFTApp in writing if it intends to seek reimbursement

from any state or federal program for the use of TheSHFTApp Services or otherwise

use any state or federal funds to meet its payment obligations under this Agreement

(each a “Program”). Unless otherwise agreed to in writing, nothing in this Agreement is

intended to subject TheSHFTApp or its Affiliates to any statutory or regulatory

requirements or obligations that are not specifically referenced in the Agreement or that

would otherwise apply to a provider, supplier, or other entity participating in a Program.

12.11. The parties acknowledge and agree that any services to be rendered under this

Agreement and any applicable Product Addendum may be performed by TheSHFTApp

directly, or by any of TheSHFTApp’s Affiliates.

Referral Program Current Terms

Earn $10 for every business you refer after they complete their first shift.

Currently no cap on referrals. subject to change with announcement on social media platforms and update on this page.

For business profiles, money is earned in the form of coupons to be applied to their TheSHFTApp business profile. For SHFTRs, reward is awarded straight to their stripe account on profile.

For any concerns of unrewarded referrals, email support@theshftapp.com for support.

ICA

TheSHFTApp Independent Contractor Agreement

Last Updated: February 2023

This Agreement (“Agreement”) is made and entered into by and between you, the

undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the

business of performing the services contemplated by this Agreement, and TheSHFTApp

LLC (“THESHFTAPP,” “COMPANY,” “we,” “us,” or “our”). CONTRACTOR may enter

this Agreement either as an individual sole proprietor or a corporate entity. This

Agreement will become effective on the date it is accepted regardless of whether you

are eligible to, or ever do, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR,

PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XII, AS IT

REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION,

AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO

THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING

ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT

YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION

XII, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO

COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING

THE THESHFTAPP PLATFORM AS A SHFTR, YOU AGREE TO BE BOUND BY (1)

THIS AGREEMENT, (2) THESHFTAPP E-SIGN CONSENT AGREEMENT, (3)

THESHFTAPP SHFTR PRIVACY POLICY, AND (4) THESHFTAPP CONSUMER

RECITALS

TheSHFTApp is a company that provides an online platform using web-based

technology that connects contractors and businesses (“THESHFTAPP platform” or

“platform”). THESHFTAPP’s software permits SHFTRs to fill shifts from various

businesses. Once such shifts are offered, THESHFTAPP software notifies contractors

that a shift Opportunity is available and the THESHFTAPP software facilitates

completion of the shift.

CONTRACTOR is an independent provider of shift coverage and other services,

authorized to conduct the services contemplated by this Agreement in the geographic

location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment

and personnel necessary to perform the shift and any other services contemplated by

this Agreement in accordance with applicable laws. CONTRACTOR desires to enter

into this Agreement for the right to receive work opportunities made available through

THESHFTAPP'S platform. CONTRACTOR understands and expressly agrees that they

are not an employee of THESHFTAPP or any business or consumer and that they are

providing assistance and other services on behalf of themself and their business, not on

behalf of THESHFTAPP. CONTRACTOR understands (i) they are free to select the

times they wish to be available on the platform to receive shift opportunities; (ii) they are

free to negotiate their compensation by among other things accepting or rejecting the

opportunities transmitted through the THESHFTAPP platform by businesses, and can

make such decisions to maximize their opportunity to profit; and (iii) they have the sole

right to control the manner in which shifts are performed and the means by which those

shifts are completed.

In consideration of the above, as well as the mutual promises described herein,

THESHFTAPP and CONTRACTOR (collectively “the parties”) agree as follows:

I. PURPOSE OF THE AGREEMENT

1. This Agreement governs the relationship between THESHFTAPP and

CONTRACTOR, and establishes the parties’ respective rights and obligations. In

exchange for the promises contained in this Agreement, CONTRACTOR shall

have the right and obligation to perform the “Contracted Services” as defined

herein. However, nothing in this Agreement requires CONTRACTOR to perform

any particular volume of Contracted Services during the term of this Agreement,

and nothing in this Agreement shall guarantee CONTRACTOR any particular

volume of business for any particular time period.

2. CONTRACTOR shall have no obligation to accept or perform any particular “Shift

Opportunity” (as that term is defined herein) offered through the THESHFTAPP

platform. However, once a Shift Opportunity is accepted, CONTRACTOR shall

be contractually bound to complete the Contracted Services in accordance with

all consumer and merchant specifications and the terms laid out in this

Agreement.

II. CONTRACTOR'S OPERATIONS

1. CONTRACTOR represents that they operate an independently established

enterprise that provides assistance and other services, and that they satisfy all

legal requirements and have all necessary licenses and permits necessary to

perform any services contemplated by this Agreement. As an independent

contractor/enterprise, CONTRACTOR shall be solely responsible for determining

how to operate their business and how to perform the Contracted Services.

2. CONTRACTOR agrees to provide THESHFTAPP with information that is true

and accurate, and to promptly inform THESHFTAPP should any information

require updating.

3. CONTRACTOR agrees to fully perform the Contracted Services in a timely,

efficient, safe, and lawful manner. THESHFTAPP shall have no right to, and shall

not, control the manner, method or means CONTRACTOR uses to perform the

Contracted Services. Instead, CONTRACTOR shall be solely responsible for

determining the most effective, efficient, and safe manner to perform the

Contracted Services.

4. As an independent business enterprise, CONTRACTOR retains the right to

perform services (whether assistance services or other services) for other

businesses, and CONTRACTOR represents that they advertise and hold

themself out to the general public as a separately established business. The

parties recognize that they are or may be engaged in similar arrangements with

other businesses to supply the same or similar services and nothing in this

Agreement shall prevent CONTRACTOR or THESHFTAPP from doing business

with others. THESHFTAPP does not have the right to restrict CONTRACTOR

from performing services for CONTRACTOR’s own business, other businesses,

customers, or consumers at any time, even if such business directly competes

with THESHFTAPP, and even during the time CONTRACTOR is logged into the

THESHFTAPP platform so long as such services do not otherwise violate this

agreement. CONTRACTOR’s right to compete with THESHFTAPP, or perform

services for businesses that compete with THESHFTAPP, will survive even after

termination of this Agreement.

5. CONTRACTOR is not required to purchase, lease, or rent any products,

equipment or services from THESHFTAPP as a condition of doing business with

THESHFTAPP or entering into this Agreement.

6. CONTRACTOR agrees to immediately notify THESHFTAPP in writing

at https://www.theshftapp.com/help if CONTRACTOR’s right to control the

manner or method they use to perform services differs from the terms

contemplated in this Section.

7. When signing up to be a user of the THESHFTAPP platform, CONTRACTOR’s

information will be used to create an account. CONTRACTOR may not sign up to

be a SHFTR more than once by creating multiple accounts.

8. CONTRACTOR acknowledges that when engaging with the THESHFTAPP

platform on a mobile device, data usage and rates may apply.

9. By using the THESHFTAPP platform, CONTRACTOR also agrees to be bound

by the THESHFTAPP Customer Terms of Service and that any breach of the

THESHFTAPP Customer Terms of Service will be considered a breach of this

Agreement. However, to the extent that this Agreement and the THESHFTAPP

Customer Terms of Service conflict, the terms of this Agreement shall govern.

10. To prevent unauthorized access to CONTRACTOR’s account and to prevent

unauthorized use of the THESHFTAPP platform, CONTRACTOR agrees to

protect and keep confidential their email, phone number, password, or other

means of accessing their account via the THESHFTAPP platform.

CONTRACTOR acknowledges that unauthorized use of CONTRACTOR’s

account, email, phone number and password could lead to financial loss and

access to CONTRACTOR’s sensitive personal and account information. If

CONTRACTOR discloses their account information, user ID, and/or password to

any person or entity, CONTRACTOR assumes all risks and losses associated

with such disclosure. If CONTRACTOR believes someone may attempt to use or

has accessed CONTRACTOR’s account without CONTRACTOR’s permission,

or that any other unauthorized use or security breach has occurred,

CONTRACTOR agrees to immediately notify us

at https://www.theshftapp.com/help.

III. CONTRACTED SERVICES

1. From time to time, the THESHFTAPP platform will notify CONTRACTOR of the

opportunity to complete shifts from businesses in accordance with business’ way

of operating through the THESHFTAPP platform or directly from businesses

(each of these is referred to as a "Shift Opportunity"). CONTRACTOR agrees by

logging into the THESHFTAPP platform as a SHFTR, CONTRACTOR is making

themself available to receive Shift Opportunities, which CONTRACTOR may

accept or reject. For each Shift Opportunity accepted by CONTRACTOR

("Contracted Service"), CONTRACTOR agrees to proceed to the business in a

safe and timely fashion, ensure the work is accurately filled according to the

consumer, restaurant, and/or business specifications, and complete the shift

without taking any action that would change the quality or presentation of

business and while adhering to reasonable expectations on food safety, quality

and health standards as required by the businesses and/or applicable law. A

Shift Opportunity is considered complete when the agreed upon shift end time

arrives, or, and only when applicable, in addition to any other task required for

completion of the Shift. CONTRACTOR agrees to timely mark a Shift as

completed through the THESHFTAPP platform upon conclusion of the Shift to

the business.

2. CONTRACTOR understands and agrees that the parameters of each Contracted

Service are established by the business, not THESHFTAPP, and represent the

end result desired, not the means by which CONTRACTOR is to accomplish the

result. CONTRACTOR has the right to cancel a Contracted Service when, in the

exercise of CONTRACTOR's reasonable discretion and business judgment, it is

appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to

maintain a business rate found here as of the date this Agreement becomes

effective. Failure to satisfy this obligation constitutes a material breach of this

Agreement, and THESHFTAPP shall have the right to terminate this Agreement

and/or deactivate CONTRACTOR'S account.

3. CONTRACTOR acknowledges that THESHFTAPP has discretion as to which, if

any, Shift Opportunity to present to CONTRACTOR, just as CONTRACTOR has

the discretion whether and to what extent to accept any Shift Opportunity.

4. CONTRACTOR warrants that CONTRACTOR is engaged in CONTRACTOR’s

own business, separate and apart from THESHFTAPP’S business, which is to

provide an online marketplace platform using web-based technology that

connects contractors, and businesses.

5. CONTRACTOR authorizes THESHFTAPP, during the course of a Contracted

Service, to communicate with CONTRACTOR, and business to assist

CONTRACTOR, or facilitate direct communication between CONTRACTOR and

the business, to the extent permitted by CONTRACTOR, in facilitating Shift

Coverage. However, under no circumstances shall THESHFTAPP be authorized

to control the manner or means by which CONTRACTOR performs assistive

services or other services contemplated under this Agreement. This includes, but

is not limited to, the following:

a. THESHFTAPP does not require any specific type, or quality, of

CONTRACTOR’s choice of transportation.

b. CONTRACTOR does not have a supervisor or any individual at

THESHFTAPP to whom they report.

c. CONTRACTOR is not required to use any signage or other designation of

THESHFTAPP on their vehicle or person at any point in their use of the

platform to perform the Contracted Services.

d. THESHFTAPP has no control over CONTRACTOR’s personal

appearance.

e. CONTRACTOR does not receive performance evaluations by

THESHFTAPP.

6. In the event CONTRACTOR fails to fully perform any Contracted Service (a

"Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR

shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR

disputes responsibility for a Service Failure, the dispute shall be resolved

pursuant to the "Payment Disputes" provision below.

7. CONTRACTOR agrees to immediately notify THESHFTAPP in writing by

submitting a Support inquiry through https://www.theshftapp.com/help if

CONTRACTOR's services or scope of work differ in any way from what is

contemplated in this Section.

IV. CONTENT

1. Parts of the THESHFTAPP platform enable CONTRACTOR to provide feedback,

text, photos, audio, video, information, and other content (collectively, “Content”).

By providing Content, in whatever form and through whatever means,

CONTRACTOR grants THESHFTAPP a non-exclusive, worldwide, royalty-free,

irrevocable, perpetual, sub-licensable and transferable license to copy, modify,

prepare derivative works of, distribute, publish and otherwise exploit, that

Content, without limitation. If Content includes personal information,

THESHFTAPP’s Privacy Policy describes how THESHFTAPP uses that personal

information. Where THESHFTAPP pays for the creation of Content or facilitates

its creation, THESHFTAPP may own that Content, in which case

supplemental terms or disclosures will say that. CONTRACTOR is solely

responsible for all Content that CONTRACTOR provides and warrants that

CONTRACTOR either own it or is authorized to grant THESHFTAPP the rights

described in these Terms. CONTRACTOR is responsible and liable if any of

CONTRACTOR’s Content violates or infringes the intellectual property or privacy

rights of any third party. Content that is, among other things, discriminatory,

obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must

comply with all applicable THESHFTAPP policies, including but not limited to the

THESHFTAPP Content Policy. CONTRACTOR agrees that THESHFTAPP may

make available services or automated tools to translate Content and that

CONTRACTOR’s Content may be translated using such services or tools.

V. RELATIONSHIP OF PARTIES

1. The parties acknowledge and agree that this Agreement is between two co-

equal, independent business enterprises that are separately owned and

operated. The parties intend this Agreement to create the relationship of principal

and independent contractor and not that of employer and employee. The parties

are not employees, agents, joint venturers, or partners of each other for any

purpose. Neither party shall have the right to bind the other by contract or

otherwise except as specifically provided in this Agreement.

2. THESHFTAPP shall not have the right to, and shall not, control the manner or

the method of accomplishing Contracted Services to be performed by

CONTRACTOR. The parties acknowledge and agree that those provisions of the

Agreement reserving ultimate authority in THESHFTAPP have been inserted

solely for the safety of consumers and other CONTRACTORS using the

THESHFTAPP platform or to achieve compliance with federal, state, or local

laws, regulations, and interpretations thereof.

3. THESHFTAPP shall report all payments made to CONTRACTOR on a calendar

year basis using an appropriate IRS Form 1099, if the volume of payments to

CONTRACTOR qualifies. CONTRACTOR agrees to report all such payments

and any cash gratuities to the appropriate federal, state and local taxing

authorities.

VI. PAYMENT FOR SERVICES

1. Unless a different rate of pay is negotiated or CONTRACTOR is notified

otherwise by THESHFTAPP in writing or except as provided herein,

CONTRACTOR will receive payment per accurate Contracted Service completed

in an amount consistent with the publicly provided pay model, which

CONTRACTOR can view here. THESHFTAPP reserves the right to adjust or

withhold all or a portion of payment owed to CONTRACTOR if THESHFTAPP

reasonably believes that CONTRACTOR has defrauded or abused, or attempted

to defraud or abuse, the platform. From time to time, THESHFTAPP may offer

opportunities for CONTRACTOR to earn more money for performing Contracted

Services at specified times or in specified locations. Nothing prevents the parties

from negotiating a different rate of pay, and CONTRACTOR is free to accept or

reject any such opportunities to be paid at different rates.

2. For purchases that involve business payment via the THESHFTAPP platform,

THESHFTAPP will process payments made by businesses and transmit

applicable payment for the Contracted Services to CONTRACTOR. Payments for

all Contracted Services completed in a given week, less the amount of cash

payments that CONTRACTOR receives from cash-based Contracted Services

they complete, will be transferred via direct deposit on no less than a weekly

basis unless THESHFTAPP notifies CONTRACTOR otherwise in writing or

CONTRACTOR opts to receive payments sooner via Fast Pay or the SHFTR

Direct program.

3. THESHFTAPP offers CONTRACTOR the option to receive payments daily to a

debit card via Fast Pay. For a fee of $1.99 per transaction, THESHFTAPP will

transfer these funds earlier than the scheduled weekly payout. By electing to use

Fast Pay, CONTRACTOR agrees to be charged $1.99 per transaction and bound

by any and all conditions set forth here.

4. CONTRACTOR is responsible for verifying the accuracy of their bank account

and/or debit card information to receive timely payments. THESHFTAPP is not

responsible for lost or late payments due to incorrect routing and/or account

information.

5. By agreeing to any separate contract with a third-party that will process

payments owed under this Agreement to CONTRACTOR, CONTRACTOR

agrees that THESHFTAPP shall discharge its payment obligations to

CONTRACTOR by funding the amounts payable and directing the third-party

processor to pay such funded amounts to CONTRACTOR. After THESHFTAPP

funds and directs payment, any continuing refusal by the third-party processor to

issue payment to CONTRACTOR shall be the responsibility of CONTRACTOR to

resolve.

6. From time to time, THESHFTAPP may offer CONTRACTOR a cash-based Shift

Opportunity. The order subtotal and CONTRACTOR earnings from those Shift

Opportunities will be deducted from CONTRACTOR’s earnings balance in the

THESHFTAPP platform, and CONTRACTOR will keep the cash provided by the

customer. CONTRACTOR is responsible for tracking, reporting, and paying

appropriate taxes on all tips received from cash-based Shift Opportunities.

7. From time to time, THESHFTAPP may offer various SHFTR promotions or

referral programs. CONTRACTOR agrees that they will not manipulate or abuse

the referral programs or SHFTR promotions by, among other things: (a)

tampering with the location feature on their mobile phone; (b) collecting incentive

or promotional pay when not eligible to receive such pay under relevant policies;

or, (c) creating multiple SHFTR or consumer accounts. CONTRACTOR

understands that engaging in this type of manipulation or abuse constitutes a

material breach of this Agreement and may lead to deactivation of their account.

VII. PAYMENT DISPUTES

1. CONTRACTOR's Failure: In the event there is a Service Failure, CONTRACTOR

shall not be entitled to payment as described above (as determined in

THESHFTAPP’s reasonable discretion). Any withholding of payment shall be

based upon proof provided by the business, CONTRACTOR, and any other party

with information relevant to the dispute. THESHFTAPP shall make the initial

determination as to whether a Service Failure was the result of CONTRACTOR's

action/omission. CONTRACTOR shall have the right to challenge

THESHFTAPP’s determination through any legal means contemplated by this

Agreement; however, CONTRACTOR shall notify THESHFTAPP in writing

at https://www.theshftapp.com/help of the challenge and provide THESHFTAPP

the opportunity to resolve the dispute. CONTRACTOR should include any

documents or other information in support of their challenge.

2. THESHFTAPP’s Failure: In the event THESHFTAPP fails to remit payment in a

timely or accurate manner, except as provided in Section VI(5), CONTRACTOR

shall have the right to seek proper payment by any legal means contemplated by

this Agreement and, should CONTRACTOR prevail, shall be entitled to recover

reasonable costs incurred in pursuing proper payment, provided, however,

CONTRACTOR shall first inform THESHFTAPP in writing

at https://www.theshftapp.com/help of the failure and provide a reasonable

opportunity to cure it.

VIII. EQUIPMENT AND EXPENSES

1. CONTRACTOR represents that they have or can lawfully acquire all equipment,

including vehicles ("Equipment") necessary for performing Contracted Services,

and CONTRACTOR is solely responsible for ensuring that any vehicle used

conforms to all vehicle laws pertaining to registration, safety, equipment,

inspection, and operational capability.

2. CONTRACTOR agrees that they are responsible for all costs and expenses

arising from CONTRACTOR's performance of Contracted Services, including, but

not limited to, costs related to CONTRACTOR's Personnel (defined below) and

Equipment. Except as otherwise required by law, CONTRACTOR assumes all

risk of damage or loss to their Equipment.

IX. PERSONNEL

1. In order to perform any Contracted Services, CONTRACTOR must, for the safety

of businesses on the THESHFTAPP platform, pass a background check

administered by a third-party vendor, subject to CONTRACTOR's lawful consent.

CONTRACTOR is not required to perform any Contracted Services personally,

but may, to the extent permitted by law and subject to the terms of this

Agreement, hire or engage others (as employees or subcontractors of

CONTRACTOR) to perform all or some of the Contracted Services, provided any

such employees or subcontractors meet all the requirements applicable to

CONTRACTOR including, but not limited to, accepting the terms of this

Agreement, separately completing the process to receive Shift Opportunities, and

being eligible to provide the Contracted Services in the geographic location. To

the extent CONTRACTOR furnishes their own employees or subcontractors

(collectively "Personnel"), CONTRACTOR shall be solely responsible for the

direction and control of the Personnel CONTRACTOR uses to perform all

Contracted Services.

2. CONTRACTOR assumes full and sole responsibility for the payment of all

amounts due to their Personnel for work performed in relation to this

Agreement, including all wages, benefits and expenses, if any, and for all

required state and federal income tax withholdings, unemployment

insurance contributions, and social security taxes as to CONTRACTOR and

all Personnel employed by CONTRACTOR in the performance of

Contracted Services under this Agreement. THESHFTAPP is not an

employer or joint employer of CONTRACTOR’s Personnel, and shall have

no responsibility for any wages, benefits, expenses, or other payments due

CONTRACTOR’s Personnel, nor for income tax withholding, social

security, unemployment insurance contributions, or other payroll taxes

relating to CONTRACTOR or their Personnel. Neither CONTRACTOR nor

their Personnel shall receive any wages, including vacation pay or holiday

pay, from THESHFTAPP, nor shall they participate in or receive any other

benefits, if any, available to THESHFTAPP’s employees.

3. Unless mandated by law, THESHFTAPP shall have no authority to withhold

state or federal income taxes, social security taxes, unemployment

insurance taxes/contributions, or any other local, state or federal tax on

behalf of CONTRACTOR or their Personnel.

4. CONTRACTOR and their Personnel shall not be required to wear a uniform or

other clothing of any type bearing THESHFTAPP’s name or logo.

5. If CONTRACTOR uses the services of any Personnel to perform the Contracted

Services, CONTRACTOR’s Personnel must satisfy and comply with all of the

terms of this Agreement, which CONTRACTOR must make enforceable by

written agreement between CONTRACTOR and such Personnel. A copy of such

written agreement must be provided to THESHFTAPP at least 7 days in advance

of such Personnel performing the Contracted Services, and CONTRACTOR

must notify THESHFTAPP when their Personnel will be performing Contracted

Services. The parties acknowledge that the sole purpose of this requirement is to

ensure CONTRACTOR’s compliance with the terms of this Agreement.

X. INSURANCE

1. CONTRACTOR agrees, as a condition of doing business with THESHFTAPP,

that during the term of this Agreement, CONTRACTOR will maintain current

insurance, in amounts and of types required by law to provide the Contracted

Services and cover CONTRACTOR during performance of the Contracted

Services, at their own expense. CONTRACTOR acknowledges that failure to

secure or maintain satisfactory insurance coverage shall be deemed a material

breach of this Agreement and shall result in the termination of the Agreement

and the loss of CONTRACTOR’s right to receive Shift Opportunities.

2. NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to

THESHFTAPP, upon request, current certificates of insurance as proof of

coverage. CONTRACTOR agrees to provide updated certificates each time

CONTRACTOR purchases, renews, or alters CONTRACTOR’s insurance

coverage. CONTRACTOR agrees to give THESHFTAPP at least thirty (30) days’

prior written notice before cancellation of any insurance policy required by this

Agreement.

3. WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE:

CONTRACTOR agrees that CONTRACTOR will maintain sufficient insurance to

cover any risks or claims arising out of or related to CONTRACTOR’S

relationship with TheSHFTApp, including workers’ compensation insurance

where required by law. CONTRACTOR acknowledges and understands that

CONTRACTOR will not be eligible for workers’ compensation benefits through

THESHFTAPP and is instead responsible for maintaining CONTRACTOR’S own

workers’ compensation insurance or occupational accident insurance.

CONTRACTOR’S maintenance of CONTRACTOR’S own workers’ compensation

insurance or occupational accident insurance will not disqualify CONTRACTOR

from participating in the Occupational Accident Insurance Policy for SHFTRs,

which THESHFTAPP may make available to CONTRACTOR.

XI. INDEMNITY

1. THESHFTAPP agrees to indemnify, protect and hold harmless CONTRACTOR

from any and all claims, demands, damages, suits, losses, liabilities and causes

of action arising directly from THESHFTAPP’s actions offering and facilitating the

Contracted Services to CONTRACTOR.

2. CONTRACTOR agrees to indemnify, protect and hold harmless THESHFTAPP,

including all parent, subsidiary and/or affiliated companies, as well as its and

their past and present successors, assigns, officers, owners, directors, agents,

representatives, attorneys, and employees, from any and all claims, demands,

damages, suits, losses, liabilities and causes of action arising directly or indirectly

from, as a result of or in connection with, the actions of CONTRACTOR and/or

their Personnel arising from the performance of shift services under this

Agreement, including personal injury or death to any person (including to

CONTRACTOR and/or their Personnel), as well as any liability arising from

CONTRACTOR’s failure to comply with the terms of this Agreement.

CONTRACTOR’s obligations hereunder shall include the cost of defense,

including attorneys’ fees, as well as the payment of any final judgment rendered

against or settlement agreed upon by THESHFTAPP or its parent, subsidiary

and/or affiliated companies.

3. CONTRACTOR agrees to indemnify, protect and hold harmless THESHFTAPP,

including all parent, subsidiary, and/or affiliated companies, as well as its and

their past and present successors, assigns, officers, owners, directors, agents,

representatives, attorneys, and employees, from any and all tax liabilities and

responsibilities for payment of all federal, state and local taxes, including, but not

limited to all payroll taxes, self-employment taxes, workers compensation

premiums, and any contributions imposed or required under federal, state and

local laws, with respect to CONTRACTOR and CONTRACTOR’s Personnel.

4. CONTRACTOR shall be responsible for, indemnify and hold harmless

THESHFTAPP, including all parent, subsidiary, and/or affiliated companies, as

well as its and their past and present successors, assigns, officers, owners,

directors, agents, representatives, attorneys, and employees, from all costs of

CONTRACTOR’s business, including, but not limited to, the expense and

responsibility for any and all applicable insurance, local, state or federal licenses,

permits, taxes, and assessments of any and all regulatory agencies, boards or

municipalities.

XII. MUTUAL ARBITRATION PROVISION

1. CONTRACTOR and THESHFTAPP mutually agree to this Mutual Arbitration

Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16)

(“FAA”) and shall apply to any and all disputes arising out of or relating to this

Agreement, including but not limited to CONTRACTOR’s classification as an

independent contractor, CONTRACTOR’s provision of Contracted Services to

consumers, restaurants, or other businesses, the payments received by

CONTRACTOR for providing services to businesses, the termination of this

Agreement, and all other aspects of CONTRACTOR's relationship with

THESHFTAPP, past, present or future, whether arising under federal, state or

local statutory and/or common law, including without limitation harassment,

discrimination or retaliation claims and claims arising under or related to the Civil

Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities

Act (or its state or local equivalents), Age Discrimination in Employment Act (or

its state or local equivalents), Family Medical Leave Act (or its state or local

equivalents), Federal Credit Reporting Act (or its state or local equivalents),

Telephone Consumer Protection Act (or its state or local equivalents), or Fair

Labor Standards Act (or its state or local equivalents), state and local wage and

hour laws, state and local statutes or regulations addressing the same or similar

subject matters, and all other federal, state or local claims arising out of or

relating to CONTRACTOR’s relationship or the termination of that relationship

with THESHFTAPP. This Mutual Arbitration Agreement extends to disputes

between CONTRACTOR and any THESHFTAPP affiliates, subsidiaries,

successors, agents, and employees that arise out of or relate to this Agreement.

This Mutual Arbitration Agreement does not apply to any claims that cannot be

arbitrated under applicable law. To the extent the parties have both arbitrable

and non-arbitrable disputes that are related, the arbitrable disputes shall proceed

first in arbitration and the non-arbitrable disputes shall be stayed, and any

applicable statutes of limitations tolled, pending completion of the arbitration. The

parties expressly agree that this Agreement shall be governed by the FAA even

in the event CONTRACTOR and/or THESHFTAPP are otherwise exempted from

the FAA. Any disputes regarding the FAA’s application shall be resolved

exclusively by an arbitrator. If for any reason the FAA does not apply, the state

law governing arbitration agreements in the state in which the CONTRACTOR

operates shall apply.

2. CONTRACTOR and THESHFTAPP agree that good-faith informal efforts to

resolve disputes often can result in a prompt, low-cost and mutually beneficial

outcome. CONTRACTOR and THESHFTAPP therefore agree that, before either

CONTRACTOR or THESHFTAPP demands arbitration against the other, we will

personally meet and confer, via telephone or videoconference, in a good-faith

effort to resolve informally any claim covered by this mutual Arbitration

Agreement. For sake of clarification only, the informal dispute resolution

conferences shall be individualized such that a separate conference must be

held each time either party intends to commence individual arbitration; multiple

individuals initiating claims cannot participate in the same informal telephonic

dispute resolution conference, unless mutually agreed to by the parties. If

CONTRACTOR is represented by counsel, CONTRACTOR’s counsel may

participate in the conference, but CONTRACTOR shall also fully participate in the

conference. The party initiating the claim must give notice to the other party in

writing of their intent to initiate an informal dispute resolution conference, which

shall occur within 60 days after the other party receives such notice, unless an

extension is mutually agreed upon by the parties. To notify THESHFTAPP that

CONTRACTOR intends to initiate an informal dispute resolution conference,

email SHFTR.Informal.Resolution@theshftapp.com, providing CONTRACTOR’s

name, the telephone number associated with CONTRACTOR’s SHFTR account

(if any), the email address associated with CONTRACTOR’s SHFTR account,

and a description of CONTRACTOR’s claims. If THESHFTAPP intends to initiate

an informal dispute resolution conference, THESHFTAPP shall do so by emailing

the email address associated with CONTRACTOR’s SHFTR account, and

providing a description of THESHFTAPP’s claims. In the interval between the

party receiving such notice and the informal dispute resolution conference, the

parties shall be free to attempt to resolve the initiating party’s claims. Engaging in

an informal dispute resolution conference is a requirement that must be fulfilled

before commencing arbitration. The statute of limitations and any filing fee

deadlines shall be tolled while the parties engage in the informal dispute

resolution process required by this paragraph.

3. If, following the informal resolution process, either CONTRACTOR or

THESHFTAPP wishes to initiate arbitration, the initiating party must notify the

other party in writing via certified mail, return receipt requested, or hand delivery

within the applicable statute of limitations period. This demand for arbitration

must include (1) the name and address of the party seeking arbitration, (2) a

statement of the legal and factual basis of the claim, (3) a description of the

remedy sought, (4) the amount in controversy, and (5) the personal signature of

the party seeking arbitration. Any demand for arbitration by CONTRACTOR must

be delivered to the counsel who represented TheSHFTApp in the informal

resolution process, or if there was no such counsel, then to General Counsel,

303 2nd Street, Suite 800, San Francisco, CA 94107.

4. Arbitration Class Action Waiver. CONTRACTOR and THESHFTAPP mutually

agree that by entering into this agreement to arbitrate, both waive their right to

have any dispute or claim brought, heard or arbitrated as, or to participate in, a

class action, collective action and/or representative action—including but not

limited to actions brought pursuant to the Private Attorney General Act (“PAGA”),

California Labor Code section 2699 et seq., and any request seeking a public

injunction—and an arbitrator shall not have any authority to hear or arbitrate any

class, collective or representative action, or to award relief to anyone but the

individual in arbitration (“Arbitration Class Action Waiver”). Notwithstanding any

other clause contained in this Agreement or the CPR Rules, as defined below,

any claim that all or part of this Arbitration Class Action Waiver is unenforceable,

unconscionable, void or voidable may be determined only by a court of

competent jurisdiction and not by an arbitrator. In any case in which (1) the

dispute is filed as a class, collective, or representative action and (2) there is a

final judicial determination that all or part of the Arbitration Class Action Waiver is

unenforceable, the class, collective and/or representative action to that extent

must be litigated in a civil court of competent jurisdiction, but the portion of the

Arbitration Class Action Waiver that is enforceable shall be enforced in

arbitration. All other disputes with respect to whether this Mutual Arbitration

Provision is unenforceable, unconscionable, applicable, valid, void or voidable,

and all disputes regarding the payment of arbitrator or arbitration-organization

fees including the timing of such payments and remedies for nonpayment, shall

be determined exclusively by an arbitrator, and not by any court. For sake of

clarification only, nothing in this paragraph shall be construed to prohibit

settlements on a class-wide, collective, and/or representative basis.

5. CONTRACTOR agrees and acknowledges that entering into this Mutual

Arbitration Provision does not change CONTRACTOR’s status as an

independent contractor in fact and in law, that CONTRACTOR is not an

employee of THESHFTAPP or its customers and that any disputes in this regard

shall be subject to arbitration as provided in this Agreement.

6. Any arbitration shall be governed by the CPR Administered Arbitration Rules

and, when applicable, the CPR Employment-Related Mass-Claims Protocol

(together, the “CPR Rules”) of the International Institute for Conflict Prevention &

Resolution, except as follows:

a. The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected

in accordance with the CPR Rules. The Arbitrator shall be an attorney with

experience in the law underlying the dispute.

b. If the parties cannot otherwise agree on a location for the arbitration, the

arbitration shall take place within 45 miles of CONTRACTOR’s residence

as of the effective date of this Agreement.

c. The CPR fee schedule will apply with the following exceptions. Unless

applicable law provides otherwise, in the event that THESHFTAPP and

CONTRACTOR have agreed to this Mutual Arbitration Provision,

THESHFTAPP and CONTRACTOR shall equally share filing fees and

other similar and usual administrative costs, as are common to both court

and administrative proceedings, but CONTRACTOR’s share of such fees

and costs will not exceed the filing fee to file the case in a court of

competent jurisdiction embracing the location of the arbitration.

THESHFTAPP shall pay any costs uniquely associated with arbitration,

such as payment of the fees of the Arbitrator, as well as room rental.

d. The Arbitrator may issue orders (including subpoenas to third parties, to

the extent permitted by law) allowing the parties to conduct discovery

sufficient to allow each party to prepare that party's claims and/or

defenses, taking into consideration that arbitration is designed to be a

speedy and efficient method for resolving disputes. For example, the

Arbitrator shall apply the Apex Doctrine and preclude depositions of either

party’s current or former high-level officers absent a showing that the

officer has unique, personal knowledge of discoverable information and

less burdensome discovery methods have been exhausted.

e. Except as provided in the Arbitration Class Action Waiver, the Arbitrator

may award all remedies to which a party is entitled under applicable law

and which would otherwise be available in a court of law, but shall not be

empowered to award any remedies that would not have been available in

a court of law for the claims presented in arbitration. The Arbitrator shall

apply the applicable state or federal substantive law, or both, as is

applicable.

f. The Arbitrator may hear motions to dismiss and/or motions for summary

judgment and will apply the standards of the Federal Rules of Civil

Procedure governing such motions.

g. The Arbitrator's decision or award shall be in writing and shall include

findings of fact and conclusions of law.

h. The Arbitrator may issue orders to protect the confidentiality of proprietary

information, trade secrets, or other sensitive information. Subject to the

discretion of the Arbitrator or agreement of the parties, any person having

a direct interest in the arbitration may attend the arbitration hearing. The

Arbitrator may exclude any non-party from any part of the hearing.

i. Either CONTRACTOR or THESHFTAPP may apply to a court of

competent jurisdiction for temporary or preliminary injunctive relief on the

ground that without such relief the arbitration provided in this paragraph

may be rendered ineffectual.

7. Nothing in this Mutual Arbitration Provision prevents you from making a report to

or filing a claim or charge with the Equal Employment Opportunity Commission,

U.S. Department of Labor, U.S. Securities and Exchange Commission, National

Labor Relations Board, or Office of Federal Contract Compliance Programs.

Nothing in this Mutual Arbitration Provision prevents the investigation by a

government agency of any report, claim or charge otherwise covered by this

Mutual Arbitration Provision. This Mutual Arbitration Provision also does not

prevent federal administrative agencies from adjudicating claims and awarding

remedies based on those claims, even if the claims would otherwise be covered

by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision

prevents or excuses a party from satisfying any conditions precedent and/or

exhausting administrative remedies under applicable law before bringing a claim

in arbitration. THESHFTAPP will not retaliate against CONTRACTOR for filing a

claim with an administrative agency or for exercising rights (individually or in

concert with others) under Section 7 of the National Labor Relations Act.

Disputes between the parties that may not be subject to predispute arbitration

agreement, including as provided by an Act of Congress or lawful, enforceable

Executive Order, are excluded from the coverage of this Mutual Arbitration

Provision.

8. The CPR Rules may be found at www.cpradr.org or by searching for “CPR

Administered Arbitration Rules” and “CPR Employment-Related Mass-Claims

Protocol” using a service such as www.google.com or www.bing.com or by

asking THESHFTAPP’s General Counsel to provide a copy (by submitting a

written request to General Counsel, 303 2nd Street, Suite 800, San Francisco,

CA, 94107).

9. New CONTRACTOR’s Right to Opt Out of Mutual Arbitration Provision.

Arbitration is not a mandatory condition of CONTRACTOR’s contractual

relationship with THESHFTAPP, and therefore each new CONTRACTOR

may submit a statement notifying THESHFTAPP that CONTRACTOR wishes

to opt out and not be subject to this MUTUAL ARBITRATION PROVISION.

Existing CONTRACTORS who have agreed to a prior version of this

Agreement with THESHFTAPP without opting out of the Mutual Arbitration

Provision contained therein do not have an opportunity to opt out of this

Mutual Arbitration Provision. THESHFTAPP will continue to honor the valid

opt outs of existing CONTRACTORS who validly opted out of the Mutual

Arbitration Provision in a prior version of the Agreement. In order to opt out,

a new CONTRACTOR must notify THESHFTAPP in writing of CONTRACTOR's

intention to opt out by sending a letter, by First Class Mail, to General Counsel,

303 2nd Street, South Tower, Suite 800, San Francisco, CA 94107. Any attempt

to opt out by email will be ineffective. The letter must state CONTRACTOR's

intention to opt out. In order to be effective, CONTRACTOR's opt out letter must

be postmarked within 30 days of the effective date of this Agreement. The letter

must be signed by CONTRACTOR themself, and not by any agent or

representative of CONTRACTOR. The letter may opt out, at most, only one

CONTRACTOR, and letters that purport to opt out multiple CONTRACTORS will

not be effective as to any. No CONTRACTOR (or their agent or representative)

may effectuate an opt out on behalf of other CONTRACTORS. If CONTRACTOR

opts out as provided in this paragraph, CONTRACTOR will not be subject to any

adverse action from THESHFTAPP as a consequence of that decision and they

may pursue available legal remedies without regard to this Mutual Arbitration

Provision. If CONTRACTOR does not opt out within 30 days of the effective date

of this Agreement, CONTRACTOR and THESHFTAPP shall be deemed to have

agreed to this Mutual Arbitration Provision. CONTRACTOR has the right to

consult with counsel of CONTRACTOR's choice concerning this Mutual

Arbitration Provision (or any other provision of this Agreement).

10. Except as specified in the prior paragraph, this Mutual Arbitration Provision

supersedes any and all prior arbitration agreements between CONTRACTOR

and THESHFTAPP and is the full and complete agreement relating to the formal

resolution of disputes covered by this Mutual Arbitration Provision. In the event

any portion of this Mutual Arbitration Provision is deemed unenforceable, the

remainder of this Mutual Arbitration Provision will be enforceable. The award

issued by the Arbitrator may be entered in any court of competent jurisdiction.

XIII. LITIGATION CLASS ACTION WAIVER

1. To the extent allowed by applicable law, separate and apart from the Mutual

Arbitration Provision found in Section XII, CONTRACTOR agrees that any

proceeding to litigate in court any dispute arising out of or relating to this

Agreement, whether because CONTRACTOR opted out of the Mutual Arbitration

Provision or any other reason, will be conducted solely on an individual basis,

and CONTRACTOR agrees not to seek to have any controversy, claim or dispute

heard as a class action, a representative action, a collective action, a private

attorney-general action, or in any proceeding in which CONTRACTOR acts or

proposes to act in a representative capacity (“Litigation Class Action Waiver”).

CONTRACTOR further agrees that no proceeding will be joined, consolidated, or

combined with another proceeding, without the prior written consent of all parties

to any such proceeding. If a court of competent jurisdiction determines that all or

part of this Litigation Class Action Waiver is unenforceable, unconscionable, void

or voidable, the remainder of this Agreement shall remain in full force and effect.

XIV. PROPRIETARY RIGHTS AND LICENSES

1. All copyright, database rights, trademarks (whether registered or unregistered),

design rights (whether registered or unregistered), patent applications, patents,

and other intellectual property rights of any nature in the THESHFTAPP platform

together with the underlying software code and any and all rights in, or derived

from the THESHFTAPP platform are proprietary and owned either directly by

THESHFTAPP or by THESHFTAPP’s licensors and are protected by applicable

intellectual property and other laws. CONTRACTOR agrees that they will not use

such proprietary information, materials, or intellectual property rights in any way

whatsoever except for by use of the THESHFTAPP platform to perform the

Contracted Service in compliance with the terms of this Agreement. No portion of

the THESHFTAPP platform may be reproduced in any form or by any means,

except as expressly permitted in the terms of this Agreement. CONTRACTOR

agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works

based on the THESHFTAPP platform or any intellectual property rights therein in

any manner, and CONTRACTOR shall not exploit the THESHFTAPP platform or

any intellectual property rights therein in any unauthorized way whatsoever.

2. THESHFTAPP hereby grants CONTRACTOR a non-exclusive, non-transferable,

non-sublicensable, revocable license to use the THESHFTAPP platform solely

for their lawful use to perform the Contracted Services in accordance with these

terms of this Agreement. THESHFTAPP retains all rights, title, and interest in and

to the THESHFTAPP platform and its other intellectual property rights therein.

Any such license shall terminate upon termination of this Agreement.

3. CONTRACTOR acknowledges and agrees that any questions, comments,

suggestions, ideas, feedback or other information (“Submissions”) provided by

CONTRACTOR to THESHFTAPP regarding the THESHFTAPP platform are

provided freely and shall become the sole property of THESHFTAPP.

THESHFTAPP shall own exclusive rights of such Submissions, including all

intellectual property rights therein, and shall be entitled to the unrestricted use

and dissemination of these Submissions for any purpose, commercial or

otherwise, without acknowledgment or compensation to CONTRACTOR.

XV. LEGAL PROCESSES AFFECTING SHFTR ACCOUNTS

1. If legal action such as a garnishment, levy or other state or federal legal process

(“Legal Process”) is brought against CONTRACTOR’S SHFTR account,

THESHFTAPP will not contest on CONTRACTOR’S behalf any such Legal

Process and may take action to comply with such Legal Process as

THESHFTAPP determines to be appropriate in the circumstances without liability

to CONTRACTOR. CONTRACTOR agrees that THESHFTAPP may honor Legal

Process that is served personally, by mail, email or facsimile transmission at any

THESHFTAPP facility or at the office of any agent authorized by appointment or

by law to receive service on behalf of THESHFTAPP, even if such service is

insufficient under law.

2. If Legal Process is brought against CONTRACTOR’S SHFTR account,

THESHFTAPP may prohibit CONTRACTOR from utilizing payment options other

than weekly direct deposits (i.e., prohibiting use of Fast Pay, SHFTRDirect or

other payment alternatives that THESHFTAPP may offer to CONTRACTOR).

CONTRACTOR shall be liable to THESHFTAPP for any amounts received by

CONTRACTOR through payment options other than weekly direct deposit that

otherwise would have been withheld pursuant to such Legal Process, and

THESHFTAPP may recoup or offset such amounts from any obligation owed by

THESHFTAPP to CONTRACTOR.

3. CONTRACTOR acknowledges that Legal Process against CONTRACTOR’S

SHFTR account may result in delays in payments to CONTRACTOR.

THESHFTAPP shall not be liable to CONTRACTOR on account of any losses

resulting from such delay.

XVI. TERMINATION OF AGREEMENT

1. CONTRACTOR may terminate this Agreement upon seven (7) days written

notice. THESHFTAPP may terminate this Agreement and deactivate

CONTRACTOR’S SHFTR account only for the reasons set forth in the

THESHFTAPP Deactivation Policy, which CONTRACTOR expressly agrees to,

or for a material breach of this Agreement. Notwithstanding the foregoing,

THESHFTAPP reserves the right to temporarily remove access to the

THESHFTAPP platform for the purposes of timely investigation where fraud or

abuse is suspected, including circumvention of compliance with Legal Process,

or when deemed necessary to protect the safety and security of THESHFTAPP

users.

2. Notwithstanding any other provision in this Agreement, THESHFTAPP reserves

the right to modify the Deactivation Policy if, in THESHFTAPP’s good faith and

reasonable discretion, it is necessary to do so for the safe and/or effective

operation of the THESHFTAPP platform. THESHFTAPP shall provide notice of

any such changes to CONTRACTOR via email. Changes to the Deactivation

Policy shall be effective and binding on the parties upon CONTRACTOR’s

continued use of the THESHFTAPP platform following THESHFTAPP’s email

notice of such modifications. Nothing will prevent CONTRACTOR from

attempting to negotiate an exemption from any modification to the Deactivation

Policy.

3. CONTRACTOR’s and THESHFTAPP’s obligations and rights arising under the

Mutual Arbitration Provision of this Agreement shall survive termination of this

Agreement. Notwithstanding any other provision in this Agreement, the

Deactivation Policy is subject to change; such changes shall be effective and

binding on the parties upon THESHFTAPP’S provision of notice to

CONTRACTOR via email.

XVII. MODIFICATION

1. THESHFTAPP may modify this Agreement at any time. When THESHFTAPP

makes material changes to this Agreement, it will post the revised Agreement on

the THESHFTAPP Platform and update the “Last Updated” date at the top of the

Agreement. THESHFTAPP will also provide CONTRACTOR with notice of any

material changes before the date the revised Agreement becomes effective. If

CONTRACTOR disagrees with the revised Agreement, CONTRACTOR may

terminate the Agreement immediately as provided herein. If CONTRACTOR

does not terminate the Agreement before the date the revised Agreement

becomes effective, CONTRACTOR’s continued access to or use of the

THESHFTAPP platform will constitute acceptance of the revised Agreement.

THESHFTAPP may modify information on any website hyperlinked from this

Agreement from time to time, and such modifications shall be effective upon

posting. Continued use of the THESHFTAPP platform after any such changes

shall constitute CONTRACTOR’s consent to such changes.

XVIII. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

1. This Agreement shall constitute the entire agreement and understanding

between the parties with respect to the subject matter of this Agreement and

shall not be modified, altered, changed or amended in any respect, unless in

writing and signed by both parties, or unless THESHFTAPP modifies the

Agreement pursuant to Section XVII. Before accepting any modifications,

alterations, changes or amendments, CONTRACTOR shall have the right to

discuss any proposed changes with THESHFTAPP and consider whether to

continue their contractual relationship with THESHFTAPP. This Agreement

supersedes any prior contract between the parties. To the extent

THESHFTAPP’s consumer facing Terms and Conditions Agreement (or updated

consumer facing Terms and Conditions Agreement, if applicable) is inconsistent

or conflicts with this Agreement, this Agreement controls. However, the decision

to opt-out of the Mutual Arbitration Provision in this Agreement does not affect

the enforceability of any arbitration agreement in the consumer facing Terms and

Conditions Agreement to which CONTRACTOR may be bound (and vice versa).

This Agreement may not be assigned by either party without written consent of

the other and shall be binding upon the parties hereto, including their heirs and

successors, provided, however, that THESHFTAPP may assign its rights and

obligations under this Agreement to an affiliate of THESHFTAPP or any

successor(s) to its business and/or purchaser of substantially all of its stock or

assets. References in this Agreement to THESHFTAPP shall be deemed to

include such successor(s).

2. The failure of THESHFTAPP or CONTRACTOR in any instance to insist upon a

strict performance of the terms of this Agreement or to exercise any option

herein, shall not be construed as a waiver or relinquishment of such term or

option and such term or option shall continue in full force and effect.

XIX. THIRD PARTY SERVICES

1. From time to time, THESHFTAPP may enable CONTRACTOR to receive

services from other third parties while using the THESHFTAPP platform.

CONTRACTOR understands that these services are subject to the terms and

conditions of each third-party provider. CONTRACTOR agrees that

THESHFTAPP is not responsible and may not be held liable for these services or

the actions or omissions of any third-party provider.

2. Google Maps: As a CONTRACTOR, while using the THESHFTAPP platform

CONTRACTOR may be able to use Google Maps in-app navigation services

while performing Contracted Services. If CONTRACTOR does so,

CONTRACTOR agree that Google may collect CONTRACTOR’s location data

when the THESHFTAPP platform is running in order to provide and improve

Google’s services, that such data may also be shared with THESHFTAPP in

order to improve its operations, and that Google’s terms and privacy policy will

apply to this usage. CONTRACTOR can also use any other navigation app

outside the THESHFTAPP platform or none at all.

XX. E-SIGN CONSENT AGREEMENT

This THESHFTAPP E-Sign Consent Agreement (“E-Sign Agreement”) allows us to

provide you with electronic versions of notices, disclosures and other communications in

connection with the services we offer and agreements we enter into with you. In this E-

Sign Agreement, the words "you" and "your" mean any person giving consent to our use

of electronic Disclosures and signatures as described below. The words

"TheSHFTApp," "we," "us," and "our," mean TheSHFTApp, Inc. its affiliates,

successors, assigns, and any designated third-party service providers acting on their

behalf.

1. Scope of E-Sign Agreement

This E-Sign Agreement applies to all agreements, policies, terms, notices,

authorizations, receipts, confirmations, statements, account histories, disclosures and

any other communication (each, a “Disclosure”) that we are required by law to provide

to you in connection with any products, services, transactions, or agreements we offer

or enter into with you now or in the future (collectively, the “Services”).

2. Consent to Receive Disclosures Electronically

By consenting to this E-Sign Agreement, you agree to the following:

TheSHFTApp may provide any or all Disclosures to you electronically in any

manner, including, but not limited to, via our website, any TheSHFTApp app, a

hyperlink provided on the TheSHFTApp website or app, a push notification, an

email to the email address you provided to us, or a text message to the mobile

telephone number you provided to us.

TheSHFTApp may, but is not required to, notify you via email, text message or

push notification when a Disclosure is available. The Disclosures will be provided

to you in a format that can either be retained, printed or downloaded for your

records.

Your electronic signature has the same effect as if you signed in ink.

Disclosures we provide to you electronically will have the same meaning and

effect as if provided in paper form, regardless of whether you actually view those

Disclosures.

TheSHFTApp reserves the right to decide whether to provide a Disclosure

electronically and whether to request your electronic signature for any

Disclosure.

You have reviewed this E-Sign Agreement and verified that you can print or save

a copy of it with your records.

3. System Requirements

You acknowledge and agree that, in order to view and/or retain copies of the

Disclosures, you will need the following hardware and software:

A personal computer or other access device (such as a mobile phone) that is

capable of accessing the internet (e.g., you must have a modem and available

phone line, a cable internet connection or some other means of access to the

internet, and you must have an active account with an internet service provider).

Your access to this page verifies that your system meets these requirements.

You must have an Internet web browser which is capable of supporting 128-bit

SSL encrypted communications, which requires a minimum web browser version

of either Microsoft® Internet Explorer version 9, Mozilla Firefox 21, Google

Chrome 27+, or Safari on Mac OS X 10.8 and your system must have 128-bit

SSL encryption software. Your access to this page verifies that your browser and

encryption software meet these requirements.

A current version of a PDF reader.

An active email address.

We will notify you if our hardware or software requirements change and whether any

change creates a material risk that you would not be able to access or retain your

electronic Disclosures. By continuing to use the Services after receiving any notice of a

hardware or software requirements change you are reaffirming your consent to

electronic Disclosures.

4. Revocation of Electronic Consent

You may revoke your consent to the use of electronic Disclosures by emailing

TheSHFTApp at info@theshftapp.com . The legal effectiveness, validity and/or

enforceability of electronic Disclosures we sent before your consent is effective and will

not be affected by your revocation. If you revoke your consent, TheSHFTApp may close

or limit access to your TheSHFTApp account and any or all Services.

5. Paper Copies

You agree that TheSHFTApp may modify or change the methods of issuing Disclosures

as described herein, and that TheSHFTApp may send you Disclosures in paper form at

its option. You can obtain a paper copy of an electronic Disclosure at no charge if you

request one within a reasonable time after we first provided the electronic Disclosure to

you. To request a paper copy of a Disclosure, contact Customer Support at 855-431-

0459.

6. Updating Your Information

It is your responsibility to provide TheSHFTApp with a true and accurate primary email

address, phone number, and other contact information. You also agree that it is your

responsibility to notify TheSHFTApp of any changes to your primary email address,

phone number, or any other contact information so that TheSHFTApp can communicate

with you electronically. To update your information, contact Customer Support at

Info@theshftapp.com .

7. Acceptance

By accepting this E-Sign Agreement, you agree that you have read and consent to the

terms set forth herein. In doing so, you are also confirming that you meet the system

requirements described above, that you have demonstrated your ability to receive,

retain, and view electronic Disclosures. If you do not provide your consent to this E-Sign

Agreement, we may immediately close or limit access to your TheSHFTApp account

and any or all Services.

XXI. MISCELLANEOUS

1. CAPTIONS SECTION HEADINGS: Captions and section headings appearing in

this Agreement are for convenience only and do not in any way limit, amplify,

modify, or otherwise affect the terms and provisions of this Agreement.

2. SEVERABILITY Clause: Except as specifically provided in Section XII, if any part

of this Agreement is declared unlawful or unenforceable, the remainder of this

Agreement shall remain in full force and effect.

3. GOVERNING LAW: Except for the Mutual Arbitration Provision in Section XII

above, which is governed by the Federal Arbitration Act, the choice of law for

interpretation of this Agreement, and the right of the parties hereunder, as well as

substantive interpretation of claims asserted pursuant to Section XII, shall be the

rules of law of the state in which CONTRACTOR performs the majority of the

services covered by this Agreement.

4. NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify

TheSHFTApp in writing at https://www.theshftapp.com/help of any breach or

perceived breach of this Agreement, of any claim arising out of or related to this

Agreement, or of any claim that CONTRACTOR’s services or scope of work

differ in any way from what is contemplated in this Agreement, including but not

limited to the terms in Sections II (Contractor’s Operations) and III (Contracted

Services), or if the relationship of the parties differs from the terms contemplated

in Section V (Relationship of Parties).

Deactivation Policy

TheSHFTApp Gaza Support Initiative

At TheSHFTApp, we are committed to making a positive impact in the world, especially during times of crisis. In light of the recent hostilities in Gaza, we are launching a humanitarian initiative to support orphaned children in the region. Here are the complete details of our initiative:

Goal: Our initial aim is to commit at least $50,000 to reputable organizations that support orphaned children in Gaza. This commitment will be fulfilled by committing $10 for every new business that signs up on TheSHFTApp by November 3, 2023. Should we reach our goal before the deadline, we will proudly continue our support and set new milestones to achieve further impact.

Business Signup: Businesses can participate in this initiative by creating a profile on TheSHFTApp. If a business operates in multiple locations, a separate profile for each location can be created, with each counting as a separate signup. For instance, a chain restaurant with three locations will result in a $30 total commitment.

Funding: All contributions from TheSHFTApp to this initiative will be sourced solely from company profits, ensuring that investor funds remain untouched. Our initial commitment is to commit until we fulfill a goal of at least $50,000, and as the funds become available, we will ensure they reach those in need. Should we reach this goal ahead of schedule, we will continue to commit for every new business signup, setting new milestones to augment our support further.

Beneficiary Organizations: We are in the process of thoroughly researching and selecting reputable organizations that align with the intent of this initiative. The selected organizations will be dedicated to providing support to orphaned children in Gaza.

Tracking and Updates: We will keep our community informed about the progress towards our goal through regular updates on our social media pages and on our website. This includes updates on the amount committed, the number of business signups, and the organizations that will receive the funds.

Follow-Up Communications: All follow-up communications regarding this initiative will be shared on our social media pages and on our website. We invite our community to stay tuned for updates and to help us spread the word about this important cause.

We sincerely thank everyone who chooses to support this initiative. Together, we can make a significant positive impact in the lives of orphaned children in Gaza during these challenging times.