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INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Updated: December 31st, 2021

This Independent Contractor Services Agreement (the "Agreement") constitutes a binding agreement between you, an independent contractor ("you"), and Opportunity Maturation Corporation dba Manup Services ("Manup Services") governing the use of Manup Services Mobile or Web Application (the "services") to provide freelance services to third party companies who are customers of Manup Services (each a "Company" or collectively the "Companies"). This document represents the legal Terms and Conditions (electronic contract) guiding the relationship between Manup Services and you. By registering on Manup Services and creating a profile in order to offer yourself as an independent contractor looking to be hired on projects, you agree to fully comply with as well as represent that you have read, understand and agree to be bound by this Agreement and Manup Services’s Privacy Policy here https://getmanup.co/privacy-policy which is incorporated into this Agreement by Reference. If there is a conflict between this Agreement and the Privacy Policy, then this Agreement supersedes with respect to the conflicting terms only

Manup Services reserves the right to amend, update or alter this Agreement, and such changes will take effect as soon as they are updated on the mobile application or web. Any continuous usage of the Manup Services mobile or web application subsequent to any such change shall constitute your continuous compliance with the terms of this agreement.

You attest that you are at least 18 years of age and legally authorized to work in the country in which the Company’s projects are located. Also, you acknowledge that you are able to electronically receive documentation pertaining to your engagement with Company and able to download this Agreement, any other terms, notices, forms and any other notices or documents by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, phone number and availability.

You and Manup Services (the "Parties") hereby agree as follows:

1.  DEFINITIONS

1.1 “Services” means the interaction enabled by Manup Services through the provision of the Manup Services web and mobile application to allow its Company's connect with contractors.

1.2 “Service Request” means notification of a project provided, through the Application, which includes a description of the project for which the Manup Services hiring Company requires contractors to fill. Once a Manup Services hiring Company has selected a contractor following an indication of interest by the contractor to be engaged on a specific service request, the service request will become an “Engagement”. Each engagement constitutes a new contract between Manup Services and the contractor, and between the contractor and service requestor.

1.3 “Manup Services’ Mobile or Web Application” or “Application” means the software application used by Manup Services in connection with the Services.

2. INDEPENDENT CONTRACTOR RELATIONSHIP

2.1. Status as an Independent Contractor. By signing this Agreement, you are asserting that you are an oilfield independent contractor personnel who is interested in advancing your business by using the Manup Services web and mobile application to connect with Companies.

2.2. Background Checks and Privacy Information. As part of your initial registration with Manup Services, you consent for Manup Services to immediately conduct a background check. Subject to a satisfactory background check `and agreement to the terms herein, you will be eligible to use the Mobile or Web Application. You further agree to complete any further background checks or due diligence as may be required by Manup Services or a Company. Failure to complete the initial or ongoing background check processes may result in inability to indicate interest and accept service requests and/or removal from the Manup Services Platform.

2.3. Best Efforts. Companies registered on Manup post projects where they publish details about the project and the services required to execute it (“the service request”). The Services enable the notification of projects that match the profile you have created on the Manup Services Platform. By registering to become an independent contractor and accepting a service request, you agree to use your best efforts to perform the Engagement such that the Services meet the requirements and specifications of the Company that created the request. Once a service request has been accepted, it will no longer be available for performance by other contractors who indicated interest in the request. By accepting a Request, you are entering into a binding legal agreement to provide the Services for the asking day rate (fee) that you would have listed at the time of registering and creating a profile on the Manup Services application. Do not accept an engagement unless you are sure that: (1) you understand what you are being asked to deliver and are qualified to deliver the services; (2) you can perform the Services identified in the service Request; (3) you can deliver the Services in the requested time period; and you can get to and from the Company’s designated location at the time requested. Failure to timely deliver the Services consistent with the Company’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees, logistics cost such as ground transport and airfares etc) or costs incurred as a result of your failure to timely complete the service Request or be available at the designated time and place in accordance with the Company requirements. You agree to not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any Engagement.

2.4. No Partnership. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Manup Services and you or between the Company and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Manup Services that is inconsistent with your being an independent contractor (and not an employee) of Manup Services. You are not the agent of Manup Services or the Company and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Manup Services or the Company.

Manup Services does not combine its business operations in any way with the contractor’s business, but instead maintains such operations as separate and distinct. Contractor shall have no legal authority to enter into contracts on behalf of Manup Services or otherwise bind Manup Services in any way.

Manup services serves you and not the other way round and as such does not decide when or how you use the service. It is strictly your discretion what service requests you indicate interest in, accept, or work on. What projects you accept and what you get paid on any projects you choose to work on would be decided by you and/or by the company you work for. Manup Services only notifies you of the project deemed by the Services to fit your profile and it is entirely your discretion whether you indicate interest in or accept the project. Following your expression of interest on a Service request, the decision to accept the project and the time, place and how to complete it will be entirely your responsibility. You agree that Manup Services will make your contact details (name, email and phone number) available to the company when the project is confirmed. Manup Services does not guarantee that any minimum number of projects will be available to you during the term of this project nor would guaranty the duration of any project you accept.

Without limiting the generality of the foregoing, you are not authorized to bind Manup Services to any liability or obligation or to represent that you have any such authority. You acknowledge and agree that you are obligated to report as income all compensation received by you from the Company arising out of or related to the Service.

2.5. No Restriction. Manup Services does not restrict the contractor’s right to provide services through other parties, including competitors of the Manup Services Mobile and web Application; Manup Services expects the individual performing services as a contractor will provide services for other parties. Manup Services acknowledges and represents contractors can earn income from other sources; and does not guarantee the contractor any minimum amount of Engagements;

2.6. Performance on Engagements. Manup Services does not provide a performance assessment for contractors, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the contractor uses to perform services; however, contractor is expected to provide services and perform to the Company’s expectations on an engagement. The Company solely reserves the right to determine that the contractor’s performance on an engagement meets their requirement and can exercise the judgment call to remove the contractor from an engagement;

2.7. Contractor’s Obligation. Manup Services does not provide training, Personal Protective Equipment, tools, equipment, benefits, or expense reimbursement to the contractor. Contractor is responsible for obtaining and maintaining any registration, certificates, licenses, or other authorization necessary for the services contractor renders.

2.8. Manup Services’ Obligations. Manup Services does not provide professional services and only provides a platform for you to provide those services strictly as an independent contractor, but does not and does not intend to provide such services.

Any interactions or disputes between you and a Company are solely between you and that Company. Manup Services has no liability, obligation or responsibility for any interaction between you and any Company.

2.9. Benefits and Contributions. You are not entitled to or eligible for any benefits that Manup Services, its parents, subsidiaries, affiliates or other related entities may make available to its employees. Because you are an independent contractor, you will be responsible for paying any income taxes on the fees you earn on any engagements you undertake on the Manup Services platform. Manup Services will not make unemployment insurance on your behalf.

2.10. Taxes. You are solely responsible for filing all tax returns and submitting all payments as by any federal, state, local, or foreign tax authority arising from the receipt of Payments to you under this Agreement, and you agree to do so in a timely manner. You agree to indemnify Manup Services for the cost of any tax liabilities incurred by Manup Services as a result of your failure to pay all applicable taxes in a timely manner.

3. RELATIONS WITH THIRD PARTIES.

You are solely responsible for providing services you agree to. Manup Services is not responsible or liable for the actions or inactions of a Company or other third party in relation to Services you provide. Thus, you agree that by using Manup Services you will be introduced to third parties for whom Manup Services has not conducted any background check, that may be potentially dangerous, and that you use the Service at your own risk.

MANUP SERVICES HAS BEEN ENGAGED BY COMPANIES TO INTRODUCE YOU TO THEM FOR THE PURPOSES OF COMPLETING PROJECTS. MANUP WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY PROJECTS OR COMPANIES. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING PROJECTS OFFERED VIA THE SERVICE (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH YOU. MANUP SERVICES WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES.

4. FEES

The fee charged to a Company on your behalf ("Professional Fee") for every project shall be the fee inscribed in the project onboarding summary unless you and the Company notify Manup Services in writing prior to the completion of the Project that you and the Company have negotiated a different fee. Separate from, or in addition to, the Professional Fee. Manup Services may also charge a fee for using the Services. You are responsible for the costs of any background checks, drug tests, or other expenses required by Companies needed for you to work on a Project, and such fees shall be deducted from any amounts owed to you if not paid by the company. Unless otherwise directed by you in writing, Manup Services will invoice the Company on your behalf for the Professional Fee according to the terms agreed to in the project onboarding summary. Manup Services will forward you the professional fee minus manup service’s service charge for your use of the service (the "service fee"). the service fee shall be a percentage of the invoice amount. the applicable percentage will be as inscribed and agreed to by you in your onboarding summary for the applicable project, unless you and Manup Services negotiate and memorialize a different service charge in a separate signed agreement. manup service’s role in the payment process is solely limited to payment processing and transmission between you and the company. accordingly, you accept the sole risk that a company may not pay the invoice amount or professional fee for projects completed. if for any reason the amount paid to you by Manup Services exceeds the amount actually due, you shall, upon demand, pay all over-paid amounts to Manup Services. should you fail to pay Manup Services the over-paid amounts, you agree to reimburse Manup Services for all of its fees and expenses, including legal fees, associated with recovering the over-paid amounts from you.

5. CONFIDENTIALITY

Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Manup Services. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Manup Services ’s express prior written consent on a case-by-case basis.

“Confidential Information” means any and all information related to Manup Services or any Company’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, Company and supplier lists, personnel information, financial data, and proprietary information of third parties including Companys) that Manup Services and/or the Company considers to be confidential or proprietary or which Manup Services has a duty to treat as confidential. Further, you agree that you will comply with the terms of the Manup Services Privacy Policy with respect to your use of the Service (including the Manup Services Platform) which can be found at https://getmanup.co/privacy-policy

6. REPRESENTATIONS AND WARRANTIES

6.1. General. You represent, warrant, and covenant that:

6.2. Indemnification. You will indemnify and hold harmless Manup Services, and affiliates, employees, and agents and the Company from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any engagement, which act or omission gives rise to any claim for damages against you, Manup Services, the Company, its parents, affiliates, employees or agents. Manup Services specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any service request accepted on the Manup Services platform and subsequent engagement.

6.3. Warranty Disclaimer. The Manup Services Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the service requests posted on the Application by any third party

7. LICENSE

You irrevocably permit, authorize, grant and license Manup Services the right to display, reproduce, record, modify, create derivative works of, and otherwise use, and permit others to use, your name, image, voice and/or likeness, and all materials created by or on behalf of Manup Services that incorporate any of the foregoing, to advertise and promote the Service, in order to identify you to Companies, and for any other purpose deemed appropriate by Manup Services in its reasonable discretion (except to the extent prohibited by law) in perpetuity throughout the world without your further consent or any royalty, payment, or other additional compensation.

8. TEXT MESSAGING

You agree to Manup Services sending SMS text messages directly to you in order to facilitate the performance of Projects. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages Manup Services sends to you. You may opt-out of receiving text (SMS) messages from Manup Services by replying with the word "STOP" to a text message from Manup Services, but you acknowledge that opting out of text (SMS) messages may impact your ability to use the Service.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL Manup Services BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Manup Services TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY Manup Services FOR ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.

LIMITATION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT Manup Services HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. TERMINATION OF AGREEMENT

You may end your legal agreement with Manup Services at any time for any reason by sending an email request to remove@getmanupservices.co to deactivate your account. You do not need to specifically inform Manup Services if you stop using the Services. If you stop using the Services without deactivating your accounts, your accounts may be deactivated due to prolonged inactivity.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms; (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. If we suspend or terminate your account, we will make reasonable efforts to notify you by email to the email address associated with your account or the next time you attempt to access your account.

Any provision or partial provision, such as the provisions regarding the payment of fees, which by its nature would reasonably survive the termination of these Terms shall survive termination.

Manup Services would not terminate the work during the term of this Agreement unless the Contractor violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement.

11. DISPUTE RESOLUTION

In the interest of resolving any disputes between you and Manup Services, or you and Company--an intended third party beneficiary of this Dispute Resolution Section--in the most expedient and cost effective manner, the Parties affirmatively agree that every claim, controversy, allegation, or dispute arising out of or relating in any way to the Project, the Project Details, or this Agreement ("Work Dispute"), both past and future, including without limitation before the Project, after the completion of the Project, and after abandonment of the Project, shall be resolved by binding arbitration administered by one arbitrator through the American Arbitration Association. This agreement to arbitrate shall extend to any entity you sue concerning a Work Dispute and allege is your employer, jointly or otherwise. Such entity is likewise an intended third party beneficiary of this Dispute Resolution Section. The Parties agree that the arbitrator shall decide all discovery and procedural matters and issue a reasoned award. The parties also agree that the place of arbitration shall be Texas, unless the claim is for $10,000 or less, in which case you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. You further agree that you will reimburse Manup Services for any costs or fees associated with enforcing this arbitration provision. Unless the Parties otherwise mutually agree in writing, the Parties agree that discovery is limited to no more than five interrogatories, five requests for admission, five requests for production, one corporate representative deposition that may be taken by claimant, one corporate representative deposition that may be taken collectively by any respondents, and eight total hours of depositions per side, including any corporate representative depositions. The Parties further agree that third party subpoenas may be issued only after a showing of good cause, upon the arbitrator's order allowing any such third party subpoena to issue. You and Manup Services also agree that motions for summary judgment may only be filed upon a showing of good cause, upon the arbitrator's order allowing such dispositive motions to be filed. All information and documents obtained during the arbitration will be treated as confidential and used only for purposes of the proceeding. The Parties agree to negotiate in good faith and submit an agreed protective order to the arbitrator before making any potentially confidential disclosures. In the event that the Parties cannot agree on a form of protective order, the Parties agree to submit separate proposed protective orders and seek an extension of discovery and other deadlines, if necessary, to allow the arbitrator to enter a protective order before disclosures are made.

The Parties shall maintain the confidential nature of the arbitration proceeding and the arbitration award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or unless otherwise required by law or judicial decision. The Parties agree that the arbitrator will render an interim reasoned award ("Interim Award") on which the Parties may comment for at least seven days concerning the law and reasoning of the Interim Award before an appealable, reasoned award ("Appealable Award") is issued. The Parties further agree that the Appealable Award may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules ("Appellate Rules"); that the Interim and Appealable Awards shall, at a minimum, be reasoned awards setting forth the findings of fact, conclusions of law, and the reasons supporting the arbitrator's decision; that the Appealable Award may be overturned upon de novo review of legal errors and for clear errors of fact; and that the Appealable Award shall not be considered a final award until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Appealable Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office and notifying the other party in writing. Following the appeal process, the decision rendered by the AAA appellate tribunal may be entered in any court having jurisdiction thereof.

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Project, the Project Details, or this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Should Manup Services prevail in the arbitration, you agree to pay Manup Services for all of its associated fees and costs, including its attorney’s fees, to the full extent allowed by law. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MANUP SERVICES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST MANUP SERVICES OR COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ADDITIONALLY, YOU AGREE YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY AGAINST COMPANY. Further, unless both you and Manup Services agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. You also agree that the arbitrator(s) have no authority to award punitive damages, and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration ("Punitive Damages Clause"), except where an applicable statute allows for punitive damages. If the Punitive Damages Clause of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision in this Dispute Resolution Section or invalidate or render unenforceable such term or provision in any other jurisdiction. Manup Services shall have the right to prospectively terminate the provisions of this Dispute Resolution Section. Termination is not effective for claims which accrued or occurred prior to the date of the termination. Termination is also not effective until ten (10) days after reasonable notice is given to the claimant.

12. ASSUMPTION OF AGREEMENT BY COMPANY'S SUCCESSORS AND ASSIGNEES

The Company's rights and obligations under this agreement will inure to the benefit and be binding upon the Company’s successors and assignees.

13. ENTIRE AGREEMENT

This Agreement and the Privacy policy represent the entire agreement between Manup Services and the Contractor. Oral changes have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.