GlobalNow Talent Marketplace Service contract and fee agreement

Service Contract and Fee Agreement

This Fee and Service Contract Agreement (this “Agreement”) is between you and GlobalNow Resource Management, Inc., a Texas corporation (“GlobalNow,” also referred to as “we” and “us”). This Agreement hereby incorporates by reference all terms in the User Agreement. This Agreement provides information on the fees GlobalNow charges for use of the Site’s communication, administration, invoicing, and payment services, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). Capitalized terms not defined in this Agreement shall have the meanings given to such terms in the User Agreement or the Site.

1. DIGITAL SIGNATURE

By clicking to submit and accept a candidate submission, Client and Supplier are deemed to have executed this Agreement electronically, effective on the date Supplier clicks to accept a service contract, pursuant to the Texas Uniform Electronic Transactions Act, Chapter 322 of the Texas Business & Commerce Code, as amended from time to time, and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act“). Doing so constitutes an acknowledgement that Client and Supplier agree to conduct the transaction electronically, and are able to electronically receive, download, and print this Agreement. By clicking to accept the User Agreement on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the User Agreement, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

2. MAKING OR RECEIVING AN HOURLY PAYMENT

For Service Contracts, the weekly billing cycle starts Sunday at 00:00 midnight UTC and ends Saturday at 23:59 UTC. Invoices for hours recorded on GlobalNow in the designed time reporting system are generated the 16^th and 1^st following the weeks in which the hours were incurred and recorded (the “Hourly Invoice Deadline“). Supplier irrevocably authorizes and instructs GlobalNow, as its agent, to (i) create an invoice on behalf of Supplier for payment due based upon the hours that the Supplier recorded in the Time Reporting system before the Hourly Invoice Deadline (such invoice, the “Hourly Invoice“); and (ii) submit the Hourly Invoice on behalf of Supplier to Supplier’s Client for payment. For the avoidance of doubt, the “Time Reporting System” is the designed application from GlobalNow where hours can be recorded on an Hourly Contract.

By recording time in the Time Reporting System and allowing an Hourly Invoice to be created based on the time recorded, Supplier represents and warrants that (y) Supplier has completed the applicable Supplier Services fully and satisfactorily; and (z) the hours Supplier reports are true, accurate, and complete.

3. INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to GlobalNow to pay a Supplier is irrevocable. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s invoice payments, GlobalNow will transfer funds to the Supplier and that neither GlobalNow nor any of GlobalNow’s officers, directors, shareholders, parents, subsidiaries, employees, agents, representatives, or affiliates (collectively, “Affiliates”) shall have no responsibility for, and may not be able to recover, such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once GlobalNow receives Client payment the charge is non-refundable.

4. DISPUTES BETWEEN CLIENT AND SUPPLIER VIA THE PLATFORM

For Service Contracts, Client may dispute Supplier’s hours invoiced on the Hourly Invoice for the prior week (Sunday 00:00 midnight UTC to Sunday 23:59 UTC) during the five days following the close of the weekly invoice period (Monday 00:00 midnight UTC to Friday 23:59 UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. If the Dispute Period expires without Client submitting a dispute, Client will be deemed to have accepted the Supplier Services and Supplier Fees and can no longer dispute them. Disputes handled by GlobalNow can only address the hours billed, not the quality of the Supplier Services or the Work Product provided under Hourly Contracts. If Client disputes Supplier’s hours invoiced in the Hourly Invoice under an Hourly Contract during the Dispute Period, Client and Supplier are encouraged to resolve the dispute between themselves. If Client and Supplier fail to come to a resolution, GlobalNow will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate and GlobalNow’s determination of such dispute shall be final and binding upon all parties.

Client may choose to approve Supplier’s Hourly Invoice prior to the end of the Dispute Period thereby releasing payment for the Hourly Invoice. If Client releases payment to Supplier prior to the end of the Dispute Period, Client certifies that it approves the Hourly Invoice, accepts the work, and waives any further right to dispute the work or Hourly Invoice through GlobalNow’s Dispute Assistance (defined below).

You acknowledge and agree that GlobalNow may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Supplier. You further acknowledge and agree that GlobalNow and Affiliates are not and will not be a party to any dispute between a Client and Supplier over an Hourly invoice.

5. FEES CHARGED TO SUPPLIERS

Pursuant to the User Agreement, we charge Suppliers a Service Fee on the amounts of Supplier Fees charged by the Supplier to their Client on a Service Contract. Depending on certain features of the Service Contract, the Service Fees will be charged either as “tiered” or “straight” pricing, as discussed in further detail in this Section 5. Where applicable, GlobalNow may also collect taxes (such as value added tax (“VAT”) in Europe) on Service Fees.

Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. By selecting a Service subject to additional fees or charges, you thereby authorize us to charge to you and to collect from you (consistent with this Agreement, or the User Agreement any fees, charges, or taxes described in Section [8?].

6. PRICING

We will charge you a Service Fee based on the total Supplier Fees charged by you to your Client (less any refunds or reversals) for the duration of your relationship with your Client (the “Engagement Relationship”). Unless different pricing described in this section apply, the Service Fee rates are as follows (“Pricing ”):

GlobalNow reserves the right to change the fees of the memberships, features, services, and options offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users.

7. CLIENT MEMBERSHIP PLAN AND RELATED FEES

To access the Site and use the Site Services a Client must have registered for an Account as detailed in Section 1 of the User Agreement. When you sign up for a Client Account, you will be automatically enrolled into GlobalNow ’s marketplace membership (the “Client Marketplace Plan”). The Client Marketplace Plan is free and does not require a monthly membership fee. The Client Marketplace Plan includes access to the Site and related Site Services such as facilitating the formation of Service Contracts, assisting Users in resolving disputes which may arise in connection with those Service Contracts, providing access to communication tools, and administrative services related to reporting and facilitating payments.

GlobalNow reserves the right to change membership fees, change the features and services included in each Client Membership Plan, change the membership fees or fees for certain premium services or options, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. If GlobalNow exercises its right to cancel a membership, GlobalNow will not refund the membership fee already paid unless otherwise required by law.

8. TAXES

Where applicable, GlobalNow may also collect taxes (such as value added tax (VAT) where applicable) on membership fees and the cost for premium services or features, as set forth in the User Agreement.

9. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS

If and to the extent permitted by GlobalNow in its sole discretion, Users may pay Supplier Fees, Membership Fees, Marketplace Fees, and other fees owed under this agreement from their designated bank accounts. Subject to GlobalNow ’s eligibility requirements, if you elect to pay Supplier Fees or any other amounts owed under this agreement via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to this agreement, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 9 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting our Customer Support team. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 9.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 9. However, we assume no responsibility for our failure to do so.

You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account.

10. REFUNDS AND CANCELLATIONS

Client and Supplier are encouraged to come to a mutual agreement if refunds or cancellations are necessary.

11. NOTICES

All notices to a User required by these payment instructions will be made via email sent by GlobalNow to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with GlobalNow, for checking their registered email address and for responding to notices sent by GlobalNow to the User’s registered email address.

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

GlobalNow and its Affiliates merely provide a platform for marketplace services. GlobalNow and its Affiliates do not have any responsibility or control over the Supplier Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem GlobalNow or any of its Affiliate as Client’s or Supplier’s agent with respect to any Supplier Services, or expand or modify any warranty, liability or indemnity stated in the User Agreement. For example, GlobalNow does not guarantee the performance, functionality, quality, or timeliness of Supplier Services or that a Client can or will make payments.