These Terms of Service (this “Agreement”) is a contract between you (“you”) and Clora, LLC., a Delaware limited liability company (“Clora”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.clora.com (the “Site”) and related software and services (collectively, the “Clora Platform”). Clora may amend this Agreement at any time. Your continued use of the Clora Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked herein, including our Privacy Policy as such agreements and policies may be modified by Clora from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY USING THE CLORA PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CLORA PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

 THE CLORA PLATFORM.

 Purpose of the Clora Platform.

The Clora Platform has been created to offer a number of web-based services to users requesting services to be performed (each, and you in such capacity, a “Client”, and such services, the “Services”) and individuals having met the conditions required by the site (each, and you in such capacity, a “Consultant”). Under this Agreement, Clora provides services to you in your capacity as either a Client or Consultant. For clarity, the term “you”, as used in this Agreement, may mean “Client” and/or “Consultant”. Our services include curating Clients and Consultants, facilitating the formation of contracts between Clients and Consultants and managing disputes related to those contracts. Clients post jobs and Clora invites Consultants to apply. Consultants, in turn, post profiles and submit applications for Jobs. Clora then reviews these applications and decides whether to submit them to the Client. If a Client and Consultant agree on terms, a contract is formed directly between such Client and Consultant subject to the provisions set forth in the Service Contract Policy (each such contract, a “Service Contract”). Clora collects payment from Clients in connection with their acceptance of a Consultant’s proposal through the Clora platform. Clora then pays Consultants on behalf of Clients in connection with their delivery of services through the Clora Platform once the Work Product (as defined below) is accepted by Client.

Eligibility.

The platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the Clora Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.

CLORA GENERAL POLICIES.

User Content Transmitted Through the Clora Platform.

With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) you upload, post, publish or display through the Clora Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the Clora Platform or otherwise provide to Clora (collectively, such actions, “transmit”), including without limitation the Work Product (collectively, such content and materials, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any User Content you hereby grant and will grant Clora and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Clora Platform or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Clora’s use of any User Content will be governed by our Privacy Policy.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Clora Platform provided by you to Clora are non-confidential and Clora is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Clora may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Clora, its users and the public. You understand that the technical processing and transmission of the Clora Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

While Clora takes security and privacy very seriously, Clora is not a HIPAA Business Associate and the Clora Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.

Identity and Account Security.

Clora reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Clora, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your Clora account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on Clora. You must notify Clora support immediately if you suspect that your password has been lost or stolen. By using your Clora account, you acknowledge and agree Clora’s account security procedures are commercially reasonable.

Exclusivity.

You acknowledge and agree that a substantial portion of the compensation Clora receives for making the Site available to you is collected as a deduction from the Service Fee (as defined below). Therefore, for thirty-six (36) months from the time you identify or are identified by any party through the Site or enter into an agreement with a Party, whichever is later, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.

Restrictions.

Unauthorized Actions . You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. Clora reserves the right to investigate and take appropriate legal action against anyone who, in Clora’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by Clora; you will not use the Clora Platform to:

transmit any User Content that (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (H) that constitutes PHI that is subject to HIPAA; or (I) in the sole judgment of Clora, is objectionable or which restricts or inhibits any other person from using or enjoying the Clora Platform, or which may expose Clora or its users to any harm or liability of any type;

interfere with or disrupt the Clora Platform or servers or networks connected to the Clora Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Clora Platform;

violate any applicable local, state, national or international law, or any regulations having the force of law;

disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;

impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

solicit personal information from anyone under the age of 18;

harvest or collect email addresses or other contact information of other users from the Clora Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

disclose to any third party or use for any purpose other than the purpose for which it was made available any information of Clora marked as “confidential” or “proprietary”, including without limitation the “Toolkit”; or

obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Clora Platform.

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

Enforcement of Agreement and Policies . Clora has the right, but not the obligation, to monitor your use of the Clora Platform, any User Content that you transmit and the Services performed by the Consultant to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the Clora Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Clora’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Clora Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for Clora. Once suspended or terminated, you MAY NOT continue to use the Clora Platform under a different account or reregister under a new account. If you attempt to use the Clora Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Clora Platform, including data, messages, files and other material you keep on Clora.

Prior Agreements . With respect to any Service Contract, Consultant hereby covenants that, except as Consultant fully discloses previously in writing to the applicable Client, Consultant is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant’s engagement by the applicable Client or to refrain from competing, directly or indirectly, with the business of such other party. Consultant further covenants that Consultant’s performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant in confidence or in trust prior to Consultant’s engagement with the applicable Client. Consultant will not disclose to any Client or induce any Client to use any confidential or proprietary information or material belonging to others.

PAYMENT TERMS, INVOICES AND PAYMENT METHODS.

Clora Fees.

Clora charges Clients a fee for the services of connecting the two parties and for collecting the fixed fee agreed between a Client and a Consultant for work prior to the commencement of a Services Contract (“Service Fee”). When a Client releases escrow funds to a Consultant, Clora credits the Consultant account and then deducts a service fee that Clora earns for creating, hosting, maintaining and providing the Site. All Clora Fees are non-refundable, whether or not Service Contracts were satisfactorily completed. Clients may convert a candidate referred by Clora to a full-time employee and agrees to pay Clora a fee equal to 20% of the employee's annual salary, exclusive of stock options and any discretionary bonus.

Disbursements to Consultants.

Clora will automatically disburse funds to Consultants according to the payment instructions on file with Clora within one (1) month after funds become payable. Funds become payable to Consultants after Clients accept work submitted by a Consultant. Consultants may ask Clora to expedite payments. Clora reserves the right to refuse any such request and may assess a processing fee in connection with such a request.

Non-Payment.

If Client fails to pay amounts due under this Agreement, whether by cancelling Client’s credit card, initiating an improper chargeback or any other means, Client’s Clora account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Clora for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Clora may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Hold on Funds.

In cases of fraud, abuse or violation of this Agreement, all monies due to Consultant may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.

Disintermediation.

Client will make all payments relating to, or in any way connected with, a Service Contract through the Clora Platform. Any action that encourages or solicits complete or partial payment outside of the Clora Platform is a violation of this Agreement. Should a Client be found in violation of this Section 3.5, it will owe Clora an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the Clora Platform, plus 18%.

For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through Clora Platform.

Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the Clora Platform.

Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Client and Consultant through the Clora Platform.

YOU WILL NOTIFY CLORA IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE.  If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Clora by sending an email message to:  hello@clora.com .

Tax Reporting.

Clora is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, Clora will provide a 1099-K form to the Internal Revenue Service for any Consultant based in the United States who is paid over $20,000 through the Clora Platform and participates in over 200 separate Service Contracts in a single calendar year.

Except as provided for above, Clora will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Consultant Fees and Consultant will be solely responsible for: (a) determining whether Consultant is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Consultant Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Clora will have the right, but not the obligation, to audit and monitor Consultant’s compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of Clora, Consultant agrees to promptly cooperate with Clora and provide copies of Consultant’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

Payment Methods.

Client hereby authorizes Clora to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Client’s method of payment for Services, and to charge Client’s credit card (or any other form of payment authorized by Clora or mutually agreed to between Client and Clora).

SERVICE CONTRACT TERMS BETWEEN CLIENT AND CONSULTANT.

Unless otherwise agreed to in a writing signed by both Client and Consultant, the terms and conditions of the Service Contract are as set forth in the Service Contract Policy. Client and Consultant may not agree to any other terms and conditions that affect the rights or responsibilities of Clora as described herein and therein. This Agreement anticipates that Consultants will be classified as independent Consultants of Client and you agree (a) that Client does not in any way supervise, direct, or control Consultant’s work, (b) that Client does not, in any way, supervise, direct, or control Consultant’s work hours and location of work, and (c) Client does not provide Consultant with training or equipment needed for any Contract. Notwithstanding anything to the contrary in this Agreement, Client assumes all liability for proper classification of Consultants as independent Consultants/Contractors or employees based on applicable legal guidelines.

As a Consultant, you acknowledge and agree that your relationship to Clora is that of an independent contractor and vendor rendering professional services, and that

  1. you have no authority to act on behalf of Clora;
  2. Clora does not, in any way, supervise, direct, or control your performance of Services; and
  3. Clora is not a party to any contract you may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of Clora, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from the Company, that the Company provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for

compensating any of your principals, employees and agents who provide any services to the Company on your behalf, including, without limitation, wages and employee benefits;

reporting to all applicable government agencies all amount paid to such principals, employees and agents;

withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax act;

compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.

 YOUR ACKNOWLEDGMENT OF CLORA’S ROLE.

 Service Contracts.

You expressly acknowledge, agree and understand that: (i) the Clora Platform is merely a venue where users may act as either Clients or Consultants; (ii) Clora is not a party to any Service Contracts between Clients and Consultants; (iii) you recognize, acknowledge and agree that you are not an employee of Clora and that Clora does not, in any way, supervise, direct, or control your work or Services; (iv) Clora will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (v) Clora has no control over Consultants or over the Services promised or rendered by Consultants; and, (vi) Clora makes no representations as to the reliability, capability, or qualifications of any Consultant or the quality, security or legality of any Services, and Clora disclaims any and all liability relating thereto.

Clora does not introduce Consultants to Clients or help Consultants find their work, however, Clora does provide search tools and automatic email notifications that may facilitate such introductions. Clora merely makes the Clora Platform available to enable Consultants to identify and determine the suitability of Clients for themselves, and to enable Clients to identify and determine the suitability of Consultants for themselves. Clora does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Consultants to deliver Services, the ability of Clients to pay for Services, or that a Client or Consultant can or will actually complete a transaction.

 No Background Checks.

Clora is not required to and does not verify any information given to us by Consultants or Clients, nor does Clora perform background checks on Consultants or Clients. Clora may provide information about a Consultant or Client, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Consultant or Client submits. Clora provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Clora.

 Clora’s Proprietary Rights.

Clora and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the Clora Platform. You may not use the Clora Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Clora reserves the right to withdraw, expand and otherwise change the Clora Platform at any time in Clora’s sole discretion.

 Third Party Websites.

The Clora Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Clora has no control over such sites and resources and Clora is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Clora will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Clora Platform are between you and the third party, and you agree that Clora is not liable for any loss or claim that you may have against any such third party.

 Social Networking Services.

You may enable access to various online third party services through the Clora Platform, such as social media and social networking services like LinkedIn (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Clora Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Clora’s use, storage and disclosure of information related to you and your use of such services within Clora, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Clora will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Clora Platform.

In addition, Clora is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Clora is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Clora enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

 Clora as a Limited Agent.

This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Clora, except and solely to the extent expressly stated in this Agreement.

From time to time, a user may ask Clora to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoints Clora as its agent for the limited purpose of executing documents that confirm your activities on the Clora Platform. Clora will act on your behalf and in a clerical capacity, without in any way restricting Clora’s rights or expanding Clora’s obligations under this Agreement or any Service Contract. You hereby appoint Clora as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Consultants or to Clora, if another user so requests.

 WARRANTY DISCLAIMER.

CLORA MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, CLORA PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLORA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 BELOW (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST CLORA WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

 LIMITATION OF LIABILITY.

IN NO EVENT WILL CLORA BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF CLORA TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) US$2,500; AND (B) ANY CLORA FEES RETAINED BY CLORA WITH RESPECT TO CONTRACTS ON WHICH YOU WERE INVOLVED AS CLIENT OR CONSULTANT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

 INDEMNIFICATION.

You will indemnify, defend and hold harmless Clora and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to your use of the Clora Platform, any Services or any Service Contract entered into by you (including without limitation claims that Consultant was misclassified as an independent Consultant or that Clora was an employer or joint employer of Consultant, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of these Terms of Service, your violation of any rights of another.

 TERM AND TERMINATION.

 Term.

The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 9.2 below.

 Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.

 Consequences of Termination.

Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Client’s credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). Clora will pay Consultant, in accordance with the provisions of Section 3 above (Invoices and Payment Methods).

 Survival.

Sections 2, 3, 4, 5, 6, 7, 8, 9.4, 10, 11 and 12 of this Agreement will survive any termination thereof.

 GENERAL.

 Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

 Side Agreements.

Section 10.1 above notwithstanding, Clients and Consultants may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Clora’s obligations or restrict Clora’s rights under this Agreement.

 Compliance.

You will not violate any laws or third party rights on or related to the Clora Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Clora Platform, including as it concerns online conduct and acceptable content.

 Notices; Consent to Electronic Notice.

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

 Modifications.

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

 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

 Assignability.

You may not assign this Agreement, or any of its rights or obligations hereunder, without Clora’s prior written consent in the form of a written instrument signed by a duly authorized representative of Clora (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). Clora may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 Personal Jurisdiction and Venue.

You agree that any claim you may have against Clora must be resolved by the Massachusetts state courts of Suffolk County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Massachusetts). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

 Prevailing Language.

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

 YOUR PRIVACY.

At Clora, we respect the privacy of our users. For details please see our Privacy Policy. By using the Clora Platform, you consent to our collection and use of personal data as outlined therein.

 NOTICE FOR CALIFORNIA USERS.

Under California Civil Code Section 1789.3, users of the Clora Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Clora, Inc., 617-446-3734.