Jex Platform Terms of Service

Last Modified: August 22, 2024.

Please read these Terms of Service ("Terms" or "Terms of Service") carefully before

using the www.jex.global website (the “Platform” or “Jex Platform”) operated by Jex

Global, Inc. ("Jex", "us", "we", or "our"). For purposes of these Terms, “you” and

“your” means you as a user of the Services. We may update these Terms by posting an

updated version to our website (“Site”) here

Your access to and use of the services and features we make available to you on the

Platform (the “Services”) is conditioned upon your acceptance of and compliance with

these Terms. These Terms apply to all visitors, users and others who wish to access or use

the Services. By accessing or using the Services, you agree to be bound by these Terms

and to receive all communications and notices from us electronically. If you disagree with

any part of the Terms, then you do not have our permission to access the Service. If you

have questions about these Terms, contact our Customer Support team by submitting an

email request at help@jex.global before accessing the Services.

If you are accessing or using the Services on behalf of a business or other legal entity

(“Business”), (i) you represent that you are authorized to enter into, and bind the Business

to these Terms and register for the Services; and (ii) the Business is legally and

financially responsible for your access to and use of the Services, as well as for the use of

the Services by others affiliated with you, including any employees, agents or contractors.

SECTION 24 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS

ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH

BINDING ARBITRATION. PLEASE READ IT CAREFULLY AND ONLY CONSENT

TO THESE TERMS IF YOU FULLY UNDERSTAND AND AGREE TO THIS

PROVISION.

1 - Overview

Jex enables businesses to seamlessly manage relationships with local and international

independent contractors. You may register to the Platform as either a “Contractor” or

“Client”. Depending on the designation of your account, different Services may be

available to you. Certain Services may also only be available subject to the payment of

such fees detailed on the Platform.

Client and Contractor Management Services

Clients use Jex to seamlessly onboard Contractors to their accounts payable systems,

conduct vendor due diligence, guide them on compliance as applicable, execute

agreements and produce statements of work, and simplify the process of making

payments to Contractors (“Client Management Services”).

Contractors use Jex to easily connect with their clients, memorialize contract terms, store

payment and bank account preferences, and unify payment flows through a single

platform (“Contractor Management Services”).

How does Jex Platform works

● Registration is free.

● Jex collects compliance information from Contractors on behalf of Clients.

● Jex’s Contract generation tool allows Users to set memorialize timelines,

deliverables, fees, and acceptance criteria.

● Clients and Contractors agree that the acceptance criteria have been met.

● Clients make payments to Contractors through the Jex Platform using supported

payment methods

● Jex makes payouts to Contractors.

● Contractors receive owed funds after every payout until the contract is terminated

by either Client or Contractor

● In the event that the contract is a milestone contract, the contract will continue

until it is terminated.

Consultant Services

Clients may also use Jex to receive the services of specialized consultants engaged by

Jex, Jex EOR Partners and/or other third-party partners of Jex (“Consultants”) for the

provision to Clients of certain human resource and other related services (“Consultant

Services”). The receipt of any Consultant Services is subject to the execution of a

separate agreement between the Client and Jex or the applicable Jex EOR Partner, as set

forth on the Jex Platform (“Consultant Services Agreement”). In the event of a conflict

between the Consultant Services Agreement and these Terms, the provisions of the

Consultant Services Agreement shall prevail.

2 - Definitions

Capitalized terms in these Terms of Service are defined as follows:

“Account” is an account to access and use the Platform in accordance with the terms

hereof.

“Administrator” are Users with authority to, on behalf of a Business, apply for an

Account, access the Services, manage an Account, and otherwise act on behalf of the

Business.

“Clients” are Users who use the Services to onboard Contractors, perform due diligence,

generate and execute Contracts, make payments to Contractors for their services and/or in

connection with the receipt of any Consultant Services.

“Contracts” are the legally binding documents executed by Clients and Contractors using

the Platform’s Contract generation tool that describe the services to be provided by the

Contractor, payment terms, and other information regarding the legal relationship

between a Client and a Contractor.

“Contractors” are Users who offer and perform services to Clients as described in

Contracts and who receive payments from Clients through the Platform.

“Jex EOR Partners” are third parties engaging with Consultants as an employer of record

in connection with the provision of Consultant Services.

“Disputes” are disagreements between a Client and a Contractor regarding performance

of, or payment for the services described in a Contract.

“Payment Service Provider(s)” are third-party financial service providers with respect to

payment of funds by Users hereunder, including, payments from Clients and settlement of

funds to Contractors as part of the Management Services.

“Funds” are the funds payable to Contractors for the services described in a Contract.

“Management Services” are any Client Management Services or Contractor Management

Services.

“Users” are Clients, Contractors, Administrators, and any other person authorized to

access an Account.

3 - Eligibility

We make the Platform and the Services available to Users 18 years of age or older. If you

are aged between 16 and 17, you confirm that you have the permission and consent of a

parent or legal guardian prior to utilizing the Platform and the Services. In cases where

you are under 16, or if such usage is prohibited by law, you may not create an Account or

use the Services. You must be a human to open an Account. Accounts registered by

“bots” or other automated methods are not permitted. You may not maintain more than

one Account at a time. By applying for an Account and using the Services, you represent

and warrant that you are of legal age to form a binding contract and meet all of the

foregoing eligibility requirements. If you do not meet these requirements, you may not

access or use the Services or apply for an Account. Jex may refuse to provide open an

Account for any individual or entity at its sole discretion.

4- Jex Accounts

4.1. Applying for an Account. In order to access and use the Services, you will be

required to create an account. To apply for an Account, you must provide your full legal

name, a valid email address, your social security number, EIN, TIN, legal address and/or

any other required information to complete the sign-up process, as requested by Jex. If

you are applying for an Account on behalf of a Business, you may also be required to

provide a business address, business ownership details, the nature of the business and

other business information that we may request. We will use this information to permit

Jex and its financial partners to conduct due diligence on you prior to opening an

Account, and throughout the course of our business relationship with you. If you are

applying for an Account on behalf of a Business, you must specify at least one

Administrator. You are liable for any actions of your Administrator, and for any other

person with access to your credentials or your Account. If you are an Administrator, you

represent and warrant that you have the authority to apply for and to manage your

Business’ Account.

4.2. Account Security. You are fully and solely responsible for maintaining the privacy

and security of your computer system, mobile device and all activity on your Account,

even if such activities were not committed by you. You will promptly disable access to

the Services if you believe your Account has been compromised or stolen, and you will

immediately notify us if you believe your Account credentials have been compromised or

stolen, and in the event of any unauthorized access to or use of your Account. Jex will not

be liable for any losses or damage arising from unauthorized use of your account or

password, and you agree to indemnify and hold Jex harmless for any unauthorized,

improper or illegal use of your account and any charges and taxes incurred, unless you

have notified us via e-mail at help@jex.global that your account has been compromised

and have requested that we block access to it, which we will do as soon as reasonably

practicable. We will attempt to prevent unauthorized transactions or other activity using

your Account, and we will assist you in the event your Account is compromised, but we

do not police for and cannot guarantee that we will learn of or prevent, any inappropriate

use of the Services and you are solely responsible for any financial or other loss that

results from unauthorized access to your Account. We may suspend access to your

Account if we suspect your Account has been compromised.

5 - Use of Services

Subject to these Terms and the terms of any Consultant Services Agreement, as

applicable, Jex allows you to access and use the Platform and/or Services on a

non-exclusive basis solely for your or the Business’, as applicable, internal business

purposes. Jex may, at its sole discretion and at any time, modify or discontinue providing

the Services or any part thereof without notice.

Use of and access to the Platform and/or Services is void where prohibited by law. By

using the Services, you (where relevant on behalf of the applicable Business) represent

and warrant that (a) any and all registration information you submit is truthful and

accurate; (b) you will maintain the accuracy of such information; (c) your use of the

Services does not violate any applicable law, regulation, or obligation you may have to a

third party; (d) will not add any Personal Data (as defined in the DPA) of any third-party

(“Third-Party“) to the Services, without the prior consent of the applicable Third-Party,

and shall ensure that a record of such consents is maintained, all as required under

applicable law; and (e) you shall comply with applicable laws, regulations, guidelines,

these Terms and any Consultant Services Agreement throughout your use of the Platform

and/or Services.

5.1. Third Party Providers.

The Client acknowledges that the Services may integrate or interoperate with products

and services of third parties (“Third-Party Products”), or import or export data and other

content to or from Third-Party Products (collectively, “Integrations”).

Any use of any Third-Party Products is solely at Client’s own risk. Jex is not responsible

for Third Party Products, any use by Client of Third-Party Products, and any exchange of

data between Client and any Third-Party Product is solely between Client and the

applicable provider.

Jex makes no representation, warranty or commitment and shall have no liability or

obligation whatsoever in relation to the content or use of, or correspondence with, any

such Third-Party Products, or any transactions completed, and any contract entered into

by the Client, with any provider of such Third-Party Products. Any contract entered into

and any transaction completed via any Third-Party Product is between the Client and the

relevant third party, and not Jex. The use of any Third-Party Products is subject to the

applicable third party's terms and conditions and privacy policy. Jex does not endorse or

approve any Third-Party Products nor the content of any of the Third-Party Product made

available via the Services.

If Client opts to use any Integrations, Client agrees to: (i) assume sole responsibility for

and all risk arising from Client’s use of Integrations and the content, functionality, or

availability of any Third-Party Products, including waiving and releasing Jex from any

claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify,

and hold harmless Jex from any third party claims directly or indirectly arising from or

related to Client’s use of any Integrations.

JEX PROVIDES INTEGRATIONS “AS IS'' WITHOUT WARRANTY OF ANY KIND

AND ONLY AS A CONVENIENCE.

6 - Content

Certain types of content may be made available through the Services. “Content” as used

in these Terms means, collectively, all content on or made available through the Services,

including any documents, images, photos, pictures, videos, data, audio or text, and any

modifications or derivatives of the foregoing. Jex allows you to upload certain content

including but not limited to documents, text and other data on or through the Services,

referred to herein as “User Content”.

EXCEPT AS EXPRESSLY SET FORTH IN ANY CONSULTANT SERVICES

AGREEMENT, JEX DOES NOT ENDORSE ANY CONTENT (INCLUDING

WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION,

RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND

EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH

THE CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY,

REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF

ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER

SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR

OTHERWISE.

Jex may, at its sole discretion, choose to monitor User Content for inappropriate or illegal

behavior, including through automatic means, provided however, that Jex reserves the

right to treat User Content as content stored at the direction of users for which Jex will

not exercise editorial control except when violations are directly brought to Jex’s

attention.

You understand that Jex is not responsible for the accuracy, usefulness, safety,

appropriateness of, or infringement of any intellectual property rights of or relating to this

Content (including but not limited to the User Content). Although Users must agree to

these Terms, it is possible that other Users (including unauthorized users) may post or

transmit offensive or obscene materials and that you may be involuntarily exposed to

such offensive or obscene materials. You hereby waive any legal or equitable rights or

remedies you have or may have against us with respect thereto.

It is also possible for others to obtain Personal Data about you due to your use of the

Platform, including through any User Content that you make available through your

account. Anyone receiving or viewing User Content you share with other Users may use

information you provided through such User Content for purposes other than what you

intended. We are not responsible for the use of any Personal Data that you disclose on the

Platform or through any User Content by any third party. By making any information

available through the Platform you acknowledge that you understand and have agreed to

such risks.

7 - Restrictions

7.1 User Content Restrictions. Jex has no obligation to accept, display, or maintain any

User Content. Moreover, Jex reserves the right to remove and permanently delete any

User Content uploaded by you, without notice and for any reason. You are and shall

remain at all times fully and solely responsible for any User Content that you upload to

the Services. You represent and warrant that any User Content that you upload (i)

complies with applicable law; (ii) does not infringe or violate any third-party intellectual

property rights, privacy or publicity rights, or moral rights; and (iii) that you have all

necessary rights and authorities to submit such User Content.

Without limiting the foregoing, you agree that you will not transmit, submit or upload any

User Content to the Platform and/or Services or act in any way that: (i) restricts or

inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load

on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse,

stalking or threatening Users; (iv) infringes (or results in the infringement of) the

intellectual property rights, moral rights, publicity, privacy, or other rights of any third

party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal,

counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal,

counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or

you reasonably believe or should reasonably believe to involve) any stolen, illegal,

counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all

applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits

anything that contains the following, or that you know contains links to the following or

to locations that in turn contain links to the following: (a) material that we determine to

be offensive (including material promoting or glorifying hate, violence, bigotry, or any

entity (past or present) principally dedicated to such causes or items associated with such

an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or

threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or

other harmful or disruptive component; or (e) anything that encourages conduct that

would be considered a criminal offense, give rise to civil liability, violate any law or

regulation or is otherwise inappropriate or offensive.

7.2. Use Restrictions. You may not use the Platform and/or Services for any illegal,

fraudulent or unauthorized purposes. You may not use the Services to violate intellectual

property laws, or any other any laws in your jurisdiction that are applicable to you. You

may not use the Services for personal, household, family, consumer or other

non-commercial purposes. You may only use the Services for your bona fide internal

business purposes in accordance with the terms hereof. You may not use the Services to

solicit or provide services for the benefit of (a) an individual, organization, or country

that is blocked or sanctioned by the United States, including those identified on the

United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties;

or (c) any other services not for the benefit of a User.

8 - Data Protection

You acknowledge and agree that Jex may collect and process your Personal Data in

connection with your receipt of the Services.

9 - Payments

9.1 Payment Plans. If you are a Client, certain Services are subject to the payment of the

fees to Jex detailed on the Jex Platform. You may access and use such Services by

selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are

set forth on our Pricing Page. You hereby agree to make payment to Jex of such fees

detailed on the Platform in accordance with your applicable Payment Plan. If you are

using our Platform in connection with Consultant Services provided by Jex EOR

Partners, your use of the Platform is not subject to the payment of any fees to Jex. Please

note additional fees may apply pursuant to the applicable Consultant Services Agreement.

The payment plan will be charged at the moment you issue a payment to a Contractor or

an employer or record on the platform as an additional amount. A separate invoice will be

generated and will be located in the billing section.

If you pay for your Payment Plan using a debit method, wire transfer or credit card

(“Card”), the following terms apply:

Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s

issuing bank may charge a foreign transaction fee or other charges.

Declined Payment. If payment is declined due to expiration of the Card, insufficient

funds, or otherwise, Client remains responsible for any amounts not remitted to Jex and

Jex may, in its sole discretion: (i) continue presenting the Card once it has been updated

by Client (if applicable) or (ii) terminate this Agreement.

In the case where you have auto payments activated on Jex, we will automatically charge

you your payment plan on top of the payments Client will be issuing.

Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or

withholding tax or other governmental assessments of any nature in your jurisdiction

(collectively, “Taxes”). You are responsible for paying all Taxes associated with your

Payment Plan, except for those taxes based on our net income. Should any payment for

the Services be subject to withholding tax by any government, you will reimburse us for

such withholding tax.

Jex may, at its sole discretion, offer a Payment Plan with a free trial for a limited period

of time ("Free Trial").To participate in a Free Trial, you must select a Payment Plan and

provide a valid payment method, however, we will not charge your payment method

unless you continue using the Services after the Free Trial is over. If you are on a Free

Trial, you may cancel at any time until the last day of your Free Trial by emailing

help@jex.global. If you or Jex cancel your Free Trial, you acknowledge and agree that

we may delete all Contracts, Forms, Content, and all other data associated with your

Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial

will automatically be converted to a paid Payment Plan at the end of the trial period, and

you hereby authorize us to charge the payment method your provided us in accordance

with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and

your Payment Plan has begun, you must notify us by sending Jex notice of termination to

at least 5 days prior to the end of your next billing cycle. At any time and without notice,

Jex reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any

Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.

Your payment obligations under your Payment Plan for each billing cycle may not be

canceled after a billing cycle has commenced, and you will not receive a partial refund if

you stop using the Services and terminate your Payment Plan before the end of a billing

cycle. All fees paid by you to Jex are non-refundable and there are no credits for partially

used Payment Plan periods. We may consider certain refund requests on a case-by-case

basis in our sole discretion.

9.2 Payment Methods. To facilitate payments through the Service, Jex partners with a

variety of Payment Service Providers, including payment gateways, money transmitters,

wallet providers, credit and debit card payment processors, merchant acquirers, and

merchant acquiring banks. Depending on your location, some payment methods may not

be available to you, and we cannot guarantee that you will be able to use any payment

method in connection with the Services even in locations where your preferred payment

method is available for use. Depending on the desired payment method, Users may be

required to enter into a separate agreement with the applicable Payment Service Provider

(“Payment Service Provider Agreement”). Your use of any payment method is subject to

the terms and conditions of the applicable Payment Service Provider’s rules and

regulations and your agreement with them, and we will not be liable to you for any losses

you suffer in connection with your use of any third-party payment services. Jex is not a

party to your Payment Service Provider Agreement and will not intervene in any disputes

related to payments you make or receive using any third-party payment method. Jex also

supports Client payments via Automated Clearing House (“ACH”) transfer, which will be

subject to the National Automated Clearing House Association (“NACHA”) Operating

Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds

fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in

connection with ACH payments, Payment Service Provider transaction fees, taxes, and

any other third-party payment method fees or charges. Jex does not charge Contractors

any fees for payments processed through the Platform regardless of payment method.

However, Jex is not responsible for any transaction fees, foreign exchange fees or any

other fee imposed separately on a Contractor by a Payment Service Provider or by

Contractor’s own financial institution.

9.3 Compliance. Solely to protect against money laundering, terrorist financing, fraud,

unauthorized transactions or as otherwise required by applicable law, Jex and Payment

Service Providers will collect, store and analyze User payment information. Payment

Services Providers may also collect payment information necessary for processing User

payments. Except for payment amount and payment status details stored in your

dashboard, Jex does not have access to payment information provided to Payment

Services Providers, and such information will be subject to the privacy policy of each

Payment Service Provider.

By using any payment method and providing payment information to Jex or to any

Payment Service Provider, you represent and warrant that you are the owner, or

authorized representative of the owner of the bank account or payment method account

you use to send or receive payments, and that you are legally authorized to send or

receive payments using such accounts.

All payment services, including withdrawal services will be provided by Jex’s Payment

Service Provider.

9.4 Payment Service Providers. If you make or receive payments using a Payment

Service Provider, you acknowledge and agree that you will comply with any Payment

Service Provider terms of service or other agreement between you and the Payment

Service Provider.

10 - Management Services

The following terms apply to any Management Services hereunder:

10.1 Contracts

10.1.1 Contract Dashboard. Users can use the Platform to create and manage Contracts.

Each Contract is assigned a unique Contract ID. Users can organize Contracts on the Jex

dashboard according to Contract type, execution status, Client, Contractor and ID.

10.1.2 Contract Templates. Jex provides Users with two Contract templates

(“Templates”):

“Fixed Contract” - open-ended contracts featuring fixed payments at regular intervals for

recurring services.

“Pay As You Go Contract” closed-end contracts featuring payment of a predetermined

amount upon acceptance of services by the Client, partial payment can be made at regular

intervals

10.1.3 Contract Dashboard. Users can set contract terms by selecting from pre-set

parameters using Jex’s Contract generation tool. Parameters include Client and

Contractor names and addresses, Contract type, payment type, payment cycles, special

clauses and jurisdiction. Users can also use the web form to input project scope,

Statements of Work, and other Contract details.

10.1.4 Contract Execution. Users can use Jex’s secure e-sign functionality with third

party APIs to execute agreements. Contracts executed on Jex are legally binding.

10.1.5 Pre-Existing Agreements. Users can also use the Jex dashboard to upload and

manage agreements created and executed by Clients and Contractors outside the

Platform. Users can extract parameterized terms from pre-existing agreements such as

payment amount, type, and due date, and amend pre-existing agreements to insert new

terms, all from within the same interface.

10.1.6 Contract Management. Users can securely store and manage multiple Contracts

in their Accounts organized by type, counterparty, and completion status. Users can limit

access to Contracts and Contract information to specific persons, companies, or groups.

Users can track each Contract according to CIient approval status and payment status.

Users may also modify or terminate Contracts through the Platform.

10.1.7 Prohibited Contract Terms. If we determine that the content of a Contract

violates these Terms, we may remove the Contract from your Dashboard without prior

notice to you. We may also suspend or close your Account. To the extent permitted by

applicable law, we will provide you with notice of any of the foregoing promptly

following taking any such action. Contracts removed from your Account may not be

edited or restored.

10.2. Disputes and Contract Cancellations.

10.2.1 Reversals and Disputes. Clients should not initiate payments until Contractors

have met the acceptance criteria or other requirements detailed in a Contract. Except to

satisfy the compliance obligations set forth in Section 9.3, Jex cannot reverse payments

or withhold funds from Contractors, and cannot cause Payment Service Providers to

reverse payments or withhold funds from Contractors once funds have been received by

Jex or the relevant Payment Service Provider. If a Client is not satisfied with the service

provided by a Contractor or makes a payment in error, the Client must initiate a refund,

reversal or other payment dispute process directly with the Contractor or with the

relevant Payment Service Provider. Jex will not adjudicate payment or Contract disputes

between Users regardless of payment method or Contract status under any circumstances,

and Users are solely responsible for dispute settlement. Refunds and reversals of

payments made through a Payment Service Provider are subject to the terms and

conditions of your Payment Service Provider agreement.

10.2.2 User-Initiated Contract Cancellation. If a Client owes outstanding payments to

a Contractor after completion of work, or if a Client is dissatisfied with the service

provided by a Contractor, the Client or Contractor may initiate cancellation of the

Contract through the Jex dashboard. Cancellation of a Contract through the Jex

dashboard has no bearing whatsoever on the merits of a Contract dispute, or the

interpretation of the terms of, or legality or validity of a Contract. The Services record the

initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted

Contract and all Content therewith will immediately become inaccessible to other Users,

after which we will permanently delete the Contract from our servers. Users may not

initiate or request payment for services related to, or alter the status of a Contract after it

has been canceled.

10.2.3 Contract Cancellation by Jex. Jex may cancel a Contract in the event of

suspicious Account activity or Account compromise; fraud, harassment, and threats;

unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory

authority; or for any other violation of these Terms of Service. Jex may also cancel a

Contract if a User is no longer a Jex Accountholder in good standing. Please contact us if

you believe a Contract or another User is in violation of these Terms.

10.3. Tax Forms & Invoices.

10.3.1 Form and Invoice Generation. We use User data to generate required tax

documents for Users. For Clients and Contractors in the United States, we automatically

generate forms W9, W-8BEN and W-8BEN-E (“Forms”) to be dated and signed by the

Contractor. We do not guarantee that information on any Form generated by the Platform

is accurate or correct, or that Users have selected the appropriate Form for the type of tax

return they submit. Users should verify the accuracy and completeness of the information

on the forms before submitting them to other Users or to any tax authority. By using Jex

to generate and sign Forms, you represent and warrant that the information you have

provided is accurate and complete, and specifically to the terms of Section 12 regarding

electronic signatures.

We also generate and submit invoices to Clients on behalf of Contractors when payment

is due. Contractors may also use Jex to automatically submit invoices for recurring

services, or schedule delivery of invoices according to project milestones set for in

Contracts.

Jex does not provide tax, legal or accounting advice to Users. We will do our best to

provide you with the information you need to make your own decisions about compliance

with applicable U.S. tax laws. If you have questions after reviewing the Forms we

generate and other tax withholding rates, or any other tax information provided by Jex or

the Internal Revenue Service (“IRS”), you should consult your own tax, legal or

accounting advisors prior to completing or submitting a Form or paying an invoice. The

disclaimers in this paragraph apply equally to you as a Client or a Contractor.

Information regarding tax withholding rates calculated by Jex and provided to you

through the Tax Compliance Services is dependent on accurate and truthful information

regarding Users and their situation or circumstances. Jex will in no way be liable to you

or any third party (including but not limited to any taxation authority) for any losses or

penalties, pecuniary or otherwise, arising from a User entering inaccurate or false

information, whether purposefully or not, or misrepresenting their business type, taxation

or employment status in any manner.

Information regarding tax withholding rates calculated by Jex and provided to you is

further dependent on your specific business circumstances and tax form settings you

provide to Jex, the income type provided by Clients in payments to Contractors as well as

any other tax-related information. Users may also owe indirect taxes (such as VAT or

GST) depending on the applicable tax laws in the jurisdiction where they are domiciled,

in addition to the payment amount indicated in an invoice. Users agree that they are

solely responsible for any obligation to deduct or withhold taxes and for any other tax

requirements applicable to them. You also agree that the amount of any invoice, and any

fees you owe for the Services are net of direct or indirect taxes, levy, withholding tax or

deductions.

Specifically, if you are a Contractor and use the Tax Compliance Services, you

acknowledge and agree to the following (the “Contractor Tax Compliance Obligations”):

You are solely responsible for remitting any amounts owed by you to the IRS or other

governmental authority in a timely fashion according to IRS rules and regulations and

your normal accounting practices;

You will update your settings to reflect any material changes to your situation or

circumstances that may affect your tax withholding rates, within 30 days of becoming

aware of such material change; and

You will inform Jex of any errors or omissions you discover that would affect a tax

withholding calculation, within 30 days of becoming aware of such error or omission.

Jex will in no way be liable to you, any taxation authority, Client, or any third party for

any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to

these Contractor Tax Compliance Obligations.

10.4. Appointment of Jex as Payment Agent

Contractors and Client employees (each a “Payee” for purposes of this Section) hereby

appoint Jex as their limited authorized payment collection agent (“Payment Agent”)

solely for the purpose of facilitating the receipt of payments (via its Payment Services

Provider, if applicable) from Clients for Services provided in connection with Contracts

or their employment.

Payee agrees that payment received from Clients by Jex will be considered the same as

payment made directly to Payee, regardless of whether Jex remits or fails to remit the

payment to Payee. Payee also authorizes Jex in its role as Payment Agent to:

hold, disburse and retain payments on behalf of Payee pursuant to these Terms of Service,

or otherwise instructed Jex’s Payment Service Providers to do so;

issue refunds to Clients at the request of Payee; and

manage Client credit and debit card chargebacks on behalf of Payee.

In accepting appointment as Payment Agent, Jex assumes no liability whatsoever for any

acts or omissions of Payees related to Contracts, employment, Forms, or these Terms of

Service, failure by Payee to provide the Services in accordance with Contracts or their

employment, or failure by Clients to make payments owed to Payee, and Payee

understand that Jex’s obligation to pay Payee is subject to and conditional upon Jex’s

actual receipt of payment from Clients. Payees further authorize Jex to delegate its

Payment Agent obligations under these Terms of Service to certain of its affiliated

entities (“Affiliates”) both within and outside the United States; provided, that, Jex will

remain liable for discharge of its obligations under these Terms of Service by such

Affiliates. Payee represents and warrants that they have carefully read and understood

these Terms of Service and accept them fully. Clients’ payment obligations to Payee will

be satisfied upon receipt of payment by Jex (or its Payment Service Provider, as

applicable), and Jex (via its Payment Service Provider, as applicable) will be responsible

for remitting funds to Payee in the manner described in these Terms of Service. In the

event that Jex (via its Payment Service Provider) does not remit any such amounts to a

Payee, the Payee will have recourse for non-payment solely against Jex, and not Clients.

Payee agrees that Jex may describe or otherwise reflect the terms contained herein in any

provided to Clients that Jex may deem necessary or prudent.

10.5. Payments to Contractors. Clients may pay Contractors in any of Jex’s supported

currencies. Unless Client instructs Jex otherwise, Client will be charged in the currency

indicated on the applicable Contract, in the event a Client elects to pay in another

currency, the exchange rate will be calculated using forward foreign exchange rates

available to Jex and the maturity of the forward will be selected based on payment date of

the relevant Contract with such Contractor. In any event, the actual payment amount, in

the actual payment currency will be clearly disclosed to the Client before the Client

completes the payment. Contractors may elect to be paid in any one of Jex’s supported

currencies. Payment Service Provider retail fees and rates will be passed through to the

Contractor.

10.6 Ownership of Deliverables. Except as set forth in any Contract or statement of

work between the Contractor and Client, Contractor agrees to grant all copyrights and all

other intellectual property rights to the work and deliverables delivered to Clients in

connection with Contracts (“Deliverables”), and the Contractor waives any and all moral

rights to Deliverables. Deliverables will be considered work-for-hire under the U.S.

US Copyright Act does not apply, the Contractor will expressly agree to assign to Client

the copyright to the Deliverables. All transfer and assignment of intellectual property to

Client will be subject to full payment pursuant to the relevant Contract terms. Clients

may not use the Deliverables if payment is not made in full or the Contract is canceled

for any reason. Notwithstanding the foregoing, for custom Deliverables (such as art work,

design work, report generation, etc.), the Deliverables will be the exclusive property of

the Client, and the Contractor assigns all rights, title and interest in the Deliverables to

the Client. Contractors further confirm that whatever information they receive from the

Client that is not in the public domain, will be kept confidential and will not be shared or

used for any purpose whatsoever other than for the delivery of the Deliverables or

performance of services for the Client pursuant to the Contract.

11 - Communications from Jex

By creating an Account on our Platform you agree that we may contact you in relation to

the Services. By creating an Account you also agree to subscribe to newsletters and/or

marketing materials and/or other promotional information we may send to you. However,

you may opt-out of receiving any, or all, of these marketing communications from us by

following the unsubscribe link or instructions provided in any email we send. Please note

that we may still contact you and send you messages related to the Services even after

you have opted out of receiving marketing communications.

12- Electronic Signatures and Legal Notices

You agree that any signature or other electronic symbol or process attached to, or

associated with a Contract, Form, certificate, or other document between you and Jex or

you and another User with the intent to sign, authenticate or accept the terms of any such

Contract, Form, certificate, or other document and any contract formation or

record-keeping through electronic means on the Services will have the same legal validity

and enforceability as a manually executed signature or use of a paper-based

recordkeeping system to the fullest extent permitted by applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, or any similar state

law based on the Uniform Electronic Transactions Act, and you hereby waive any

objection to the contrary.

You consent to us providing notices to you under these Terms of Service electronically

and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically through your

Account, email, and via text or SMS to the contact information provided to us by you. We

will send notices affecting payment and these Terms through your Account or via email

and you agree that they will be considered received 24 hours after they are sent. You

understand that you may not use the Services unless you consent to receive notices

electronically. You may only withdraw consent to receive notices electronically by

closing your Account.

We may send notices to Users’ mobile phones through text or SMS to the phone numbers

you provide to us. These notices may include alerts about the Services, Contracts, Forms,

Invoices and other documents. Administrators and Users may elect to not receive certain

notices via text or SMS, but this will limit the use of certain Services.

You must maintain an updated web browser and computer and mobile device operating

systems to receive Notices correctly. You are responsible for all costs imposed by Internet

or mobile service providers for sending or receiving notices electronically.

problems receiving Notices.

13 - Interruption of Service

From time to time, the Services may be unavailable for periods of time for maintenance

and / or modifications to the Platform. We will endeavor to make keep maintenance down

time as brief as possible. However, we cannot guarantee that the Services will be

available to you, and we will not be liable to you for any losses or damages, pecuniary or

non-pecuniary, resulting from the interruption of your use of the Services.

14 - Intellectual Property

The Platform, Services, any Content thereon (excluding any User Content), and any

APIs, interfaces, features and functionalities thereof are and will remain the exclusive

property of Jex and its licensors. The Services are protected by copyright, trademark, and

other laws of both the United States and each jurisdiction in which we make the Services

available to Users. You may not use our trademarks, trade dress, service marks, logo or

trade name in connection with any product or service without the prior written consent of

Jex. You will not remove, alter or conceal any copyright, trademark, service mark or

other proprietary rights notices incorporated in the Platform and/or Services, if any.

Except as expressly permitted herein, you may not copy, further develop, reproduce,

republish, modify, alter download, post, broadcast, transmit or otherwise use the Content

of the Platform or Services for any purpose.

You, or the Business, as applicable, have all right, title and interest in the User Content

you submit. Except as expressly set forth herein, nothing herein grants Jex any right, title

or interest in any intellectual property rights of Client. Jex shall not use any name or logo

of Client in any marketing or advertising materials without Client’s prior written consent.

15 - Feedback & Features Request

We welcome feedback, comments and suggestions for improvements to the Services

(“Feedback”). You acknowledge and expressly agree that any contribution of Feedback

by you does not and will not give or grant you any right, title or interest in the Services or

in any such Feedback. All Feedback will become the sole and exclusive property of Jex,

and Jex may use and disclose Feedback in any manner and for any purpose whatsoever

without further notice or compensation to you and without retention by you of any

proprietary rights, or other right or claim. You hereby assign to Jex any and all right, title

and interest to any patent, copyright, trade secret, trademark, show-how, know-how,

moral rights and any and all other intellectual property rights that you may have in and to

any and all Feedback.

16 - API Integrations

Our Services may contain links to third-party websites, APIs or services that are not

owned or controlled by Jex. Our Services may also allow you to import or interface with

third-party applications or services.

Jex has no control over, and assumes no responsibility for the content, privacy policies, or

practices of any third-party websites or services. We do not warrant or guarantee the

offerings of any of these third-party services, their services, or their websites.

You acknowledge and agree that Jex 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 such content, goods or services available on or through any such

third party websites, APIs or services.

We strongly advise you to read the terms of service and privacy policies of any

third-party web sites, APIs or services that you visit or interact with.

17 - Survival; Termination

We may terminate or suspend your Account and bar access to the Services immediately,

without prior notice or liability to you, in our sole discretion, for any reason whatsoever.

Grounds for such termination or suspension may include: (i) extended periods of

inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv)

behavior that is illegal or harmful to other Users, third parties or business interests of Jex;

(iv) termination, suspension or expiration of any Consultant Services Agreement for any

reason, as applicable, or (v) failure to make payment in accordance with the terms hereof

or any Consultant Services Agreement. If your Account is terminated, you may not rejoin

the Platform again without our express permission. Upon termination of your Account,

you shall not have any further access to any Content that may be available through your

Account.

We reserve the right to investigate suspected violations of these Terms or illegal and

inappropriate behavior through the Services. We will fully cooperate with any law

enforcement authorities or court order requesting or directing us to disclose the identity,

behavior or Content of anyone believed to have violated these Terms or to have engaged

in illegal behavior in connection with the Services.

You or the Business, as applicable, may request the termination of your Account at any

time by contacting us via email at help@jex.global. Following such request, Jex shall

close your Account as soon as reasonably practicable.

Any suspension, cancellation or termination of your account shall not affect your

obligations under these Terms which by their nature are intended to survive such

suspension, cancellation or termination.

18 - Limitations of Liability; Indemnification

Jex is not an intermediary, advisor, agent or third party to Users with regard to any

Contracts, and we take no responsibility for the quality or adequacy of any Deliverables

or services performed, User disputes and or content posted to the Platform by Users.

Jex assumes no liability for any acts or omissions of any Contractor, Contractor's failure

to provide the services to the Client, or Client's failure to pay amounts owed to a

Contractor; and the Contractor acknowledges that Jex’s obligation to pay the Contractor

as the Contractor’s Payment Agent is subject to and conditional upon Jex’s actual receipt

of payment from the Client.

You agree to defend, indemnify and hold harmless Jex its Affiliates, Payment Service

Providers and each of their respective employees, contractors, agents, officers and

directors, from and against any and all claims, damages, obligations, losses, liabilities,

costs or debt, and expenses (including but not limited to attorney's fees), resulting from or

arising out of (a) your use and access of the Service, by you or any person using your

account and password; (b) a breach of these Terms; (c) your breach of the terms of any

Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract,

Form, data and Content posted by you to the Platform.

19 - Force Majeure

You may not hold us liable for any interruption of the Services due to any act of God;

blockage, disturbance or encumbrance of the telecommunications, transport or

procurement networks for whatever reason; poor quality or interruptions of electrical

current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of

war or embargo; total or partial strikes within or outside of the company; lock-out, social

conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion,

fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw

materials or supplies; legal or regulatory modifications applicable to supplying the

Services, and any other case beyond our voluntary control preventing the normal

provision of the Services to you.

20 - Disclaimers

Jex is not a law firm, and is not permitted to engage in the practice of law. Jex employees

do not act as your attorney or otherwise provide legal advice to you. The Templates,

Forms, and other sample documents available to you on Jex Platform are made available

to you for informational purposes only and are not a substitute for the advice of an

attorney, and may not be relied upon by you in any manner whatsoever with regard to the

legality or sufficiency of such materials for your situation or needs.

Your use any portion of the Services does not create an attorney-client relationship with

us. You understand and agree that you or your attorneys or advisors represent you in any

legal matter you undertake related in any manner to any Template, Form or any other

document you obtain through the Platform. Jex is prohibited from providing any kind of

advice, explanation, opinion, or recommendation to you about possible legal rights,

remedies, defenses, options, selection of forms or strategies.

The Platform provides Templates, Forms and other automated document generation tools

for Users to prepare, create and execute Contracts with other Users, document work

progress, and fill out and submit Forms to tax authorities. The information we provide is

comprised of a compilation of frequently encountered legal and compliance issues

generally applicable to engagements between Contractors and Clients, and is not intended

to be comprehensive of matters specific to your circumstances.

At no time do we review your Contracts, Forms, or other documents or the information

you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the

law to the facts of your particular situation or needs.

Jex and the Services are not a substitute for the advice of an attorney. Although Jex takes

every reasonable effort to ensure that the Templates, Forms, and other information on the

Platform are up-to-date and reflect our best understanding of compliance matters related

to engagements with independent contractors, the information on the Platform is not legal

advice and is not guaranteed to be correct, complete or up-to-date. Because the law

changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying

interpretations by different courts and certain government and administrative bodies, Jex

cannot guarantee that all the information on the Platform is accurate, up-to-date, complete

or sufficient for your specific legal or compliance needs.

The Platform contains links to other compliance resources. We provide these links to help

you identify and locate other resources that may be of interest to you, and are not

intended to state or imply that Jex sponsors, is affiliated or associated with, guarantees, or

is legally authorized to use any trade name, registered trademark, logo, legal or official

seal, or copyrighted symbol that may be reflected in the links. Any third party

information contained on the Platform or on sites we link to is from sources we believe to

be reliable, but which we have not independently verified.

Jex is not responsible for any loss, injury, claim, liability, or damages related to your use

of any sites we link to or from errors or omissions in the content of the linked sites. Your

use third-party links and information at your own risk. Any tax-related compliance

information on the Platform is not intended by us to be used, and cannot be used, for the

purpose of (i) avoiding penalties that may be imposed by any governmental taxing

authority or agency, or (ii) promoting, marketing or recommending to another party any

tax-related advice in such information.

Any suggestions in the information we provide on the Platform are general, and do not

take into account an individual’s or entity’s specific tax circumstances or applicable

governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.

Jex makes no express or implied warranties or representations, and Jex has no liability to

you with respect to the information and data we provide to you on the Platform or in

connection with the Services.

YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION

OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES

AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM

ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY

EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF

PERFORMANCE OR ANY OTHER. NEITHER JEX NOR ITS AFFILIATES MAKE

ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE

COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR

AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU

THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY

WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER

APPLICABLE LAW.

JEX AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR

ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR

AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR

DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES

OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE

SERVICES WILL MEET YOUR REQUIREMENTS.

21 - Limitation of Liability

We assume no responsibility for any error, omission, interruption, deletion, defect, delay

in operation or transmission, communications line failure, theft or destruction or

unauthorized access to, or alteration of, any Content or Services. We are not responsible

for any problems or technical malfunction of any telephone network or lines, computer

online systems or equipment, servers or providers, software, failure due to technical

problems or traffic congestion on the Internet or on the Services. Under no circumstances

shall we be responsible for any loss or damage, including personal injury or death and

any injury or damage to any person’s mobile device or computer, resulting from use of

the Services or from any Content. In addition, we assume no responsibility for any

incorrect data, including Personal Data provided by you or on your behalf and you hereby

represent and warrant that you are solely responsible for any and all data provided to Jex,

including any incorrect data and you shall assume any and all liability for any

consequences of provision of such incorrect data to us.

IN NO EVENT WILL JEX, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS,

AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,

INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE,

GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR

ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B)

ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE

SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D)

UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS

OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, 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.

OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO

THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU

TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS

OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF

THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

22 - Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or

limitation of liability for consequential or incidental damages set forth in the

“LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations

above may not apply to you.

23 - Governing Law

These Terms will be governed and construed in accordance with the laws of Delaware,

United States, without regard to its conflict of law provisions.

24 - Confidentiality

“Confidential Information” means any business and technical information disclosed by

one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as

confidential or proprietary, or which should reasonably be understood to be confidential

or proprietary. Confidential Information does not include information which Receiving

Party can show (a) is or has become publicly available without its breach of this

Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party

having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a

court order (“Order”), provided the Receiving Party provides prompt written notice of the

requirement and cooperates with Disclosing Party as reasonably necessary to limit or

eliminate such requirement, if and to the extent permitted by such Order. Receiving Party

will not use the Confidential Information of the Disclosing Party except for performance

of its obligations under this Agreement. The terms and conditions of this Agreement,

including without limitation any pricing terms hereof, shall be deemed the Confidential

Information of Jex. All User Content added by a User to the Platform shall be deemed

Confidential Information of the User, provided however, that Jex may use any data

received from the User (including but not limited to User Content) for its own internal

purposes, such as, without limitation, the general improvement of its products and

services or in order to recommend its services to third parties.

25 - Miscellaneous

Except as may be expressly stated in these Terms, these Terms constitute the entire

agreement between us and you pertaining to the subject matter hereof, and any and all

other agreements existing between us relating thereto are hereby canceled. We reserve the

right, at our sole discretion, to modify or replace these Terms at any time with notice to

you. By continuing to access or use the Services after any revisions become effective,

you agree to be bound by the revised Terms. If you do not agree to the new Terms, you

are no longer authorized to use the Service. In the event that any provision of these Terms

is held to be unenforceable, such provision shall be replaced with an enforceable

provision which most closely achieves the effect of the original provision, and the

remaining terms of these Terms shall remain in full force and effect. We may assign

and/or transfer our rights and obligations hereunder to any third party without prior

notice. You shall not assign and/or transfer any of your rights or obligations hereunder,

and any assignment in violation of the foregoing shall be void. Either party’s failure to

enforce any right or provision of these Terms will not be considered a waiver of those

rights. If any provision of these Terms is held to be invalid or unenforceable by a court,

the remaining provisions of these Terms will remain in effect. If we are required to

provide notice to you hereunder, we may provide such notice to the contact details you

provided upon registration.

26 - Contact Us

Our Customer Support team is available if you have any questions regarding the Services,

your Account, or these or Terms of Service. You can contact our Customer Support team

by submitting a request at help@jex.global. Jex may communicate with you via email or

other channels regarding your Account, Platform system updates, and other issues related

to your Account.