User Agreement

Effective Date: Date of Acceptance upon clicking “I agree” to these Freelancer Terms of Use on the Site.

This Freelancer Terms of Use (this "Agreement") is a contract between you ("you" or "Freelancer") and Cactus Communications Limited including its Affiliates ("Kolabtree", “CACTUS”, "we", “our” or "us"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.kolabtree.com, all affiliated websites owned and operated by us (collectively, the "Site"), all processes, procedures, guidelines, services, applications and tools that are accessible through the Site and all Kolabtree mobile applications that link to or reference this Agreement. To the extent permitted by applicable law, Kolabtree may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or providing the Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and polices linked from https://www.kolabtree.com or elsewhere on the Site, as such agreements and policies may be modified by Kolabtree from time to time in our sole discretion (collectively, the "Terms of Service"). YOU UNDERSTAND THAT THE SITE IS A VENUE WHERE THE CLIENTS USE OUR PLATFORM FOR ONLINE SERVICES. THE FREELANCER BECOMES A MEMBER WHEN THEY OPEN AN ACCOUNT. YOU UNDERSTAND THAT BY USING THE SITE OR PROVIDING SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO 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.

DEFINITIONS

"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with CACTUS.

"Client" means any authorized member utilizing the Site to request Services to be performed by Kolabtree either in-house or through a Freelancer.

"Client Materials" means documents, instructions, requests, intellectual property, and any other information or materials that Kolabtree receives from a Client for a particular Service.

"Confidential Information" means Client Materials, Work Product, and any other information shared with you whether created by Kolabtree or provided by its Clients for performing the Service, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Freelancer prior to receiving it from the Client or Kolabtree and was not received from a third party in breach of that third party's obligations of confidentiality; (d) was independently developed or discovered by Freelancer without use of Kolabtree / Client's Confidential Information; (e) has been uploaded by Client in the public mode instead of private mode on the Site; or (f) is or becomes generally available to the public through no fault of, or without violation of any duty of confidentiality by Freelancer.

"Freelancer" means any person registered on the Site to perform Services for Kolabtree’s Clients.

"Freelancer Materials" means documents, instructions, requests, intellectual property, and any other information or materials that Freelancer adds to the Work Product.

"Payment Method" means payment through direct bank transfer or through any payment gateway or such other method of payment as Kolabtree may adapt from time to time in our sole discretion.

"Proprietary Rights" means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

"Services" means all services performed for or delivered to Kolabtree by Freelancers.

"Work Product" means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Kolabtree as a result of performing the Services.

1. DIGITAL SIGNATURE

1.1 Registration and Acceptance

By registering for a Kolabtree account on the Site (an "Account") and/or accepting our Agreement you hereby agree to have executed this Agreement electronically, effective on the date you register your Account, pursuant to applicable laws including the Information Technology laws in UK. Your Account registration constitutes an acknowledgement that you are able to refer and print this Agreement.

1.2 Existing Freelancer

If you are an existing Freelancer of Kolabtree Ltd, UK, and are accepting this Agreement since Kolabtree Ltd has undergone a business transition (such as merger or an acquisition or sale of all or a portion of its assets to CACTUS) you hereby agree to have executed this Agreement electronically, effective from the date of acceptance of this Agreement. You consent to migrate all your data, information, records, invoices, personal information, etc. to CACTUS. If you have any ongoing projects, you will continue to provide Services for completing your ongoing project through CACTUS. In a similar manner, if there are any pending payments you are yet to receive from Kolabtree Ltd., you consent to receive the same from CACTUS.

2. RESPONSIBILITIES

2.1 Your Consent and your right to withdraw Consent

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records, information and notices for performing the Services under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via postal service, and other third-party mail services using the address under which your account is registered. You should retain a copy of all of the records, information and notices we send to you electronically.

2.2 You Must Keep Your Email Address Updated with Us

In order to ensure that we are able to provide records, information and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.

2.3 Hardware and Software You Will Need

To access and retain the records, information and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Freelancers utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version," we mean a version of the software that is currently being supported by its publisher.

3. ACCOUNTS

3.1 Account Eligibility

To use certain Services on the Site, you must register for an Account. Freelancer will perform the Services for Kolabtree, or its Client’s business purposes, and not for personal, household, or consumer use. To register for an Account, you must be and represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, you agree to be financially responsible for your use of the Site and the delivery of Services and perform your obligations as specified in any SOW agreed between us, unless such obligations are prohibited by applicable law or this Agreement. Kolabtree reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Kolabtree's sole discretion.

You agree that you are not a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act.

3.2 Account Registration

You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Freelancer Account without express written permission from us. Solely for purposes of the foregoing sentence, "You" means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.

3.3 Identity Verification

When you register for an Account and from time to time thereafter, your Account may be subject to verification, 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 Kolabtree, 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, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.

3.4 Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Kolabtree to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately by contacting Customer Support if you suspect or become aware of any unauthorized use of your Account.

3.5 Feedback and Ratings

Kolabtree encourages Clients to leave objective balanced feedback and rating about Kolabtree or Freelancers with whom they have transacted. You acknowledge and agree that the Site may contain public feedback and rating about Freelancers with whom Client have transacted.

4. PURPOSE OF THE SITE AND SERVICES

4.1 The Site is a platform where Clients can obtain Services online. Subject to the terms of this Agreement, Kolabtree provides the Services to Clients through its registered panel of Freelancers. Kolabtree will share a Service request with various Freelancers based on which you need to provide relevant details in the prescribed statement of work (“SOW”) for performing the said Service. Kolabtree will then select one Freelancer and obtain Services from such Freelancer. The Freelancer should start working on a project only after Kolabtree provides confirmation.

4.2 Delivery of physical Work Products

Delivery of physical Work Products, if any, will be made in accordance with the terms of this Agreement and as agreed in the SOW, and to the address specified by Kolabtree. Delivery shall be made after receipt of Client’s approval on the Work Product. You shall make your best efforts to deliver the Work Product on the date specified in the SOW, if any or as mutually discussed. You will remain liable for any damages, losses, or defects to the Work Product until the Work Product is delivered to the Client, after which the Client will be solely liable.

5. QUALITY

5.1 Quality is of utmost importance to us at CACTUS. As a freelancer collaborating with us, we expect that you prioritize delivering high-quality work in all your assignments and projects. We value attention to detail, accuracy, and professionalism in every aspect of the work you undertake on our behalf. To ensure the highest level of quality, we require that you adhere to the following guidelines:

a. Thoroughness: Take the time to thoroughly understand the project requirements before starting any work. Clarify any doubts or uncertainties with our team or with Clients to avoid misunderstandings and ensure that the final Work Product meets our and our Clients expectations.

b. Accuracy: Pay meticulous attention to detail and strive for accuracy in your work. Double-check facts, figures, and any other relevant information to minimize errors. Proofread and edit your work to eliminate typos and grammatical mistakes.

c. Timeliness: While quality is crucial, we also value timeliness. Deliver your Work Product within the agreed-upon deadlines, ensuring that you have allowed sufficient time for quality checks and revisions. Communicate promptly if you anticipate any delays or obstacles that may affect the Work Product timeline.

d. Communication: Maintain open and clear lines of communication throughout the project. Seek clarification when needed, promptly address any concerns or challenges that arise, and keep us informed of your progress. We appreciate proactive communication to ensure that the final Work Product meets our quality standards and timelines.

e. Professionalism: Conduct yourself professionally at all times. Respect client confidentiality and adhere to the non-disclosure obligation under this agreement. Be responsive, respectful, and cooperative when collaborating with our team or engaging with clients.

5.2 In the event that Kolabtree or Client expresses dissatisfaction with the quality of your work, we expect you to address the concerns promptly and take necessary actions to rectify any issues. As a freelancer collaborating with us, you expressly agree to the following:

a. Client Satisfaction: If Kolabtree or Client is unhappy with the quality of your Work Product, you are required to make reasonable efforts to address the concerns and rework the project to meet their expectations. This includes revising and improving the Work Product without any additional charges at least twice or thrice.

b. Right to Payment Adjustment: While we understand that revisions may be necessary to ensure client satisfaction, we reserve the right to adjust the payment for the project if the quality concerns persist or if the revisions exceed a reasonable scope. This adjustment will be based on the extent of the client's dissatisfaction and the impact it has on the project's overall value.

c. Communication and Resolution: Promptly communicate with Kolabtree to understand specific concerns and expectations for the revised work. Actively engage in a constructive dialogue to identify areas of improvement and implement the necessary changes to address the feedback.

d. Timeliness: Deliver the revised Work Product within a reasonable timeframe, taking into account the project's deadlines and the client's requirements. Timely resolution is crucial to maintaining client satisfaction and upholding our commitment to quality.

6. PAYMENT TERMS

6.1 Service Fee

Kolabtree agrees to pay the Service fee to Freelancer as per the terms and fees agreed between both the parties in a separate SOW. Any changes to the SOW shall be mutually discussed and agreed between the parties in writing (either over email or through revised SOW). The last agreed email or SOW will supersede all the previous discussions, arrangements, agreements between the parties pertaining to that project. The Freelancer acknowledges that the Service Fee for each project includes the modifications as may be required to make the Work Product acceptable to the Client. The Freelancer agrees to make such modifications at no additional fees or cost.

6.2 Taxes and Compliance

a. To ensure accurate invoicing and compliance with tax regulations, you agree to promptly inform us if you are VAT registered or become liable for VAT in the future. This information is essential for our systems to generate invoices correctly.

b. Timely VAT Submission: You agree to submit your VAT payments to the relevant tax authorities within the specified deadlines and in accordance with applicable tax laws and regulations. Prompt and accurate VAT submission is essential to ensure compliance and avoid any penalties or legal consequences.

c. Indemnification for Losses: You acknowledge and agree that any loss or financial liability incurred by CACTUS as a result of your non-payment or late payment of VAT will be your responsibility. Therefore, you agree to indemnify CACTUS for any losses, including penalties, fines, or legal fees, which may arise due to your failure to fulfill your VAT payment obligations.

d. Cooperation and Documentation: You agree to cooperate with us and provide any necessary documentation or information related to your VAT payments as requested. This may include updated VAT certificates, registration confirmations, proof of VAT payment or other relevant supporting documents.

6.3 Formal Invoices and Taxes

Your valid tax invoice for each Service will be auto generated on Site once the Work Product is delivered and accepted by Kolabtree. Any discrepancy in the tax invoice must be reported to us within seven (7) days from the date the Invoice was issued.

You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

Payments due under this agreement will be made within 45 days from the date of invoice. Payment shall be made: (a) after deduction of applicable withholding tax (if any) as per the United Kingdom tax regulations; and (b) in the currency mentioned in the SOW.

Payments made pursuant to this Agreement shall not be considered as wages or salary of the Freelancer, under any laws, including labor and taxation laws. The Freelancer will be responsible for all taxes or filings required to be made in their home country (including interest and penalties) arising from the transactions under or pursuant to this Agreement, and Kolabtree shall in no manner be liable for any statutory or tax liability under any circumstances.

6.4 Payment Methods

In order to receive fees from CACTUS, Freelancer must provide at least one valid Payment Method.

You hereby authorize Kolabtree to run necessary authorizations on the Payment Method provided by You, to store such details as Freelancer’s method of collecting payment for Services, and to charge such Payment Method in accordance with the terms of this Agreement.

By providing Payment Method information through the Site, you represent, warrant, and covenant that you are legally authorized to provide such information to us. We reserve the right to seek reimbursement from you, and you will reimburse us if we discover that you have defaulted in performing the Services. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means.

6.5 Disbursements to Freelancers

The fees due to you will be paid either by Kolabtree or through a reputable payment gateway. We cover the charges that apply to the sender. We do not cover recipients’ fees, if any. Payment gateway or banks levy a small charge on the recipient. It is advisable to check this with your Payment gateway or bank.

Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, we may hold the disbursement of the Freelancer Fees. Additionally, we may hold the disbursement of the Freelancer Fees if: (a) we or our payment gateways require additional information, such as Freelancer's passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Freelancer's obligations under a SOW, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law.

7. NON-CIRCUMVENTION

You agree not to circumvent the Services or Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not accept proposals, discuss fees or solicit the Clients identified through the Site or exchange personal information to contact, deliver services, invoice, or receive payment outside the Site or on the Site or through any other mode.

The Freelancer explicitly agrees to not discuss or disclose the fees to the Client either directly or indirectly. Kolabtree in its sole discretion may suspend or terminate your access to the Site and Services upon discovery of any breach of this section.

You agree to notify Kolabtree 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 Kolabtree by sending an email message to us at customer support on contact@kolabtree.com.

Without limiting Kolabtree's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Kolabtree under this Agreement or breach of this section in any manner, you must pay Kolabtree for all fees owed to Kolabtree and reimburse Kolabtree for all losses and costs (including any and all time of Kolabtree's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. Kolabtree reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Services upon discovery of any breach of this section or otherwise violation of this Agreement, or for any other reason or no reason in Kolabtree's sole discretion. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

8. FREELANCER REPRESENTATIONS AND WARRANTIES

8.1 Services

The Freelancer hereby represents and warrants to Kolabtree that (i) Freelancer shall perform the Services in a professional and diligent manner and shall timely deliver any agreed upon Work Product; (ii) they have the necessary skills, experience, degrees, subject matter expertise, and resources to carry out the project independently and to commit to deliver the same within the stated timelines; and (iii) The delivery and performance of your duties, obligations and responsibilities arising or created hereunder does not conflict with, result in a breach of or default under applicable law, or any order, writ, injunction or decree of any court or governmental authority or any agreement, written or oral, to which you are a party, including any with your current or past employers; (iv) that all communication by the Freelancer, whether written or oral, will be ethical and courteous, and there will not be use of any kind of abusive or discriminatory language or remarks by the Freelancer to any person; (v) that the Freelancer is solely responsible for obtaining and adhering to all consents, approvals, permissions, valid immigration, work permit, visa and/or any other authorizations as may be required for the purpose of providing Services under this Agreement; (vi) Freelancer shall maintain reasonable information security safeguards including but not limited to updating antivirus and operating system security patches, implementing clear screen and clear desk policy, for keeping all the Confidential Information secured; and (vii) the Freelancer shall abide by the policies, terms and conditions, rules and regulations prescribed by CACTUS from time to time applicable to all freelancers.

8.2 Work Product

The Freelancer hereby represents and warrants that (a) the Work Product will be an original work of Freelancer; (b) the Work Product will fully conform to the requirements and terms set forth in the SOW; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Proprietary Rights of any third party; (d) that the Work Product shall not contain any worms, viruses, or other harmful components; (e) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (f) Freelancer will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to the third parties except Clients; (g) Freelancer has full right and power to enter into and perform the SOW without the consent of any third party or under applicable law; (h) Freelancer has an unqualified right to grant the license to all Freelancer Materials as set forth in the section titled “License to Freelancer Materials”; and (i) Freelancer will comply with all laws and regulations applicable to Freelancer’s obligations under the Service Contract.

8.3 Agency

If Freelancer wishes to subcontract with third parties to perform Services on behalf of Freelancer, Freelancer represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an "Independent Contractor"). Freelancer and Independent Contractor agree and acknowledge that Independent Contractor’s employees and subcontractors are not employees of Kolabtree or Client. As between Kolabtree and Freelancer, Freelancer agrees that Kolabtree has no responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and that Kolabtree has no obligation to supervise and control them. Freelancer represents, warrants, and covenants that Independent Contractor acknowledges and agrees that: (a) Independent Contractor is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and has the sole and exclusive right to supervise and control them, and (b) neither Independent Contractor, nor any of its employees, subcontractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from Kolabtree or Client.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Freelancer Materials

The Freelancer will disclose in the project terms any Freelancer Materials which Freelancer proposes to incorporate into Work Product, or upon which use, or distribution of the Work Product will depend. If Freelancer discloses no Freelancer Materials, Freelancer warrants that it will not incorporate any Freelancer Materials into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Kolabtree, a third-party bill of materials that identifies all Freelancer Materials and other third-party materials that have been incorporated into the Work Product and provides, for each item of Freelancer Materials identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product.

Notwithstanding the foregoing, unless otherwise agreed in the SOW, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Kolabtree / Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributable at no charge.

9.2 License to Freelancer Materials

Upon Freelancer's receipt of payment for a Service under this Agreement, Freelancer hereby automatically grants to Kolabtree and/or its Client, a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Freelancer Materials incorporated or used in Work Product.

9.3 Client Materials

Freelancer will have a limited, non-exclusive, revocable (at any time, at Kolabtree or Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Services under this Agreement. The Client reserves all other rights and interest, including, without limitation, all intellectual property rights, in and to the Client Materials.

9.4 Ownership of Work Product

Upon Freelancer's receipt of full payment from Kolabtree, the Work Product, including without limitation all intellectual property rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any intellectual property rights in the Work Product that are not owned by Client, upon Freelancer's receipt of payment from Kolabtree, Freelancer hereby automatically irrevocably assigns to Kolabtree and/or the Client all right, title and interest worldwide in and to such intellectual property rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client's ownership in, such intellectual property rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

9.5 License to or Waiver of Other Rights

If Freelancer has any right to the Work Product, including without limitation any intellectual property right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer's receipt of full payment from Kolabtree, unconditionally and irrevocably grants to Kolabtree and/or the Client during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer's receipt of payment from Kolabtree, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights.

9.6 Assistance

Freelancer will assist Kolabtree and/or the Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Agreement, to obtain and enforce intellectual property rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer's signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this section with the same legal force and effect as if executed by Freelancer.

10. LICENSES AND THIRD-PARTY CONTENT

10.1 Site License and Proprietary Rights

Subject to and conditioned on your compliance with this Agreement and Terms of Service, Kolabtree grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of providing the Services. You must 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 or the Services for any purposes other than the purposes for which it was made available. You agree not to use the Site for offering any goods or services other than Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without Kolabtree's prior written consent. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Kolabtree. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by us. You shall not access the Site in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Services. Kolabtree and our licensors retain all rights, title, and interest in and to all Proprietary Rights related in and to the Site. Kolabtree logos and name are trademarks of Kolabtree and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Kolabtree's or any third party's Proprietary Rights, whether by estoppel, implication, or otherwise.

You may submit comments or ideas about the Site and the Services, including without limitation about how to improve the Site or the Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Kolabtree under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Kolabtree does not waive any rights to use similar or related ideas known or developed by Kolabtree or obtained from sources other than you.

10.2 Unauthorized Access and Use; Site Interference; Malicious Software

The Site contains robot exclusion headers. You will not access the Site for any illegal purpose including, without limitation,: (a) not take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, without the prior express written permission of Kolabtree and/or the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) transmit spam, chain letters, or other unsolicited communications; (e) collect or harvest any personally identifiable information, including Account names, from the Site; (f) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (g) directly or indirectly, advertise or promote another website, product, or service or to solicit other Freelancers for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Kolabtree or any third party.

10.3 Third-Party Verification and Monitoring

The Site utilizes various services provided by third parties to verify a Freelancer's credentials, provide testing services and provide other information. Any information or content expressed or made available by these third parties, or any other Freelancer / Client is that of the respective author(s) or distributor(s) and not of Kolabtree. Kolabtree neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Kolabtree's authorized employees acting in their official capacities.

10.4 Links and Applications

The Site may contain links to third-party websites. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites will be governed by the terms and policies of the applicable third-party websites. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.

9.5 Mobile and Other Devices

When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

We may from time to time in our sole discretion develop and provide updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site or Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Kolabtree reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof without notice. You agree Kolabtree will not be liable to you or any third party for any modification, suspension, or discontinuance of Site or Services or any part thereof.

11. CONFIDENTIAL INFORMATION

11.1 Confidentiality

To the extent a Client or Kolabtree provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall not use or permit the use of another's Confidential Information, except as necessary for the performance of Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by registered Freelancer or Affiliates);

11.2 Return

If and when Confidential Information is no longer needed for the performance of the Services for a Project and at Client's written request, Kolabtree and/or Freelancer, shall, at its expense, promptly destroy or return the Client's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Kolabtree shall have the right to retain the copies of the Confidential Information in the back up as per the statutory requirements.

11.3 Publication

Without limiting subsection 11.1 (Confidentiality), Client and Kolabtree shall not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Services.

12. LIMITATION OF LIABILITY

Kolabtree is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

a. your use of or your inability to use our Site or Services;

b. delays or disruptions in our Site or Services;

c. viruses or other malicious software obtained by accessing, or linking to, our Site or Services;

d. glitches, bugs, errors, or inaccuracies of any kind in our Site or Services;

e. damage to your hardware device from the use of the Site or Services;

f. the content, actions, or inactions of third parties' use of the Site or Services;

g. a suspension or other action taken with respect to your Account;

h. your reliance on the quality, accuracy, or reliability of Freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.

i. your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.

ADDITIONALLY, IN NO EVENT WILL KOLABTREE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF KOLABTREE AND IT’S DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS TO ANY CLIENT FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SERVICE FEES EARNED BY KOLABTREE UNDER A PARTICULAR PROJECT UNDER DISPUTE. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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.

13. INDEMNIFICATION

You hereby agree to indemnify, defend, and hold harmless Kolabtree and its Affiliates, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable legal fees and court costs, arising or resulting from your use of the Site, any technical disruption caused by you on the Site and breach of this Agreement.

14. FREELANCER RELATIONSHIP

This is a freelance contract entered into on a principal-to-principal basis and your relationship with Kolabtree shall be that of an independent freelancer and, as such, you are not authorized to act on behalf of the Company. Nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment relationship, or principal-agent relationship, in any manner whatsoever, between the Parties. You shall not be considered an employee of the Company and shall not be entitled to any benefits, including, but not limited to, health insurance, life insurance, statutory/social security contributions, unemployment claims, retirement/termination benefits, paid vacations, holiday, sick leaves, or any other benefits as are statutorily or otherwise applicable to employees of the Company either during or upon the termination of this Agreement. The Freelancer agrees that they shall not hold themselves out to be an employee, agent, (or a former employee, agent,) of CACTUS, at any time.

The Freelancer understands that they are not exclusively working for Kolabtree and are at liberty to accept any other work, provided such work would not adversely affect the interests of Kolabtree. However, the Freelancer shall ensure strict adherence to the non-disclosure and confidentiality obligations contained under this Agreement at all times.

The Freelancer is free to perform the Services required under this Agreement at any place or location. The Freelancer may perform such Services during any hours they choose and for as many hours as they deem necessary.

The Freelancer agrees that they shall be responsible for arranging for all the tools and equipment required to perform the Services under this Agreement. The Freelancer will not be reimbursed for any Internet, telephone, or other expenses for the Services they provide under this Agreement.

The Freelancer shall have complete control over the manner and means of performing the Services contemplated herein and Kolabtree will not directly control or supervise the Freelancer’s performance of such Services.

15. TERM, TERMINATION AND CONSEQUENCES

15.1 Term and Termination

This Agreement will become effective on the date of acceptance and will remain in effect for the duration of your use of the Site. Unless both you and Kolabtree agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, with 15 days advance written notice.

Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, which giving notice may cause damage.

15.2 Consequences of Termination

In the event of termination this Agreement, your right to use the Site, Account and other privileges are automatically terminated; however, (a) if you have any open projects when the Agreement is terminated you will continue to be bound by this Agreement until all such projects have been closed; (b) Kolabtree will continue to perform those Services necessary to complete any open projects; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open projects, whichever is later, to Kolabtree for Services provided by Kolabtree. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site policies, necessary to implement the foregoing, shall survive termination of this Agreement for any reason.

15.3 Survival

Those terms that by their nature are intended to survive this Agreement shall survive this Agreement.

16. DISPUTES

16.1 Dispute Resolution Process

If a dispute arises between you and Kolabtree, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and Kolabtree agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Services (each, a "Claim") by referring the Claim to binding arbitration. The arbitration shall be conducted by a sole arbitrator appointed by the London Court of International Arbitration (“LCIA”). The arbitration shall be conducted in London in accordance with the terms of the LCIA Arbitration Rules which are incorporated herein by way of reference.

16.2 Choice of Law and Forum for Disputes

Subject to arbitration, this Agreement including without limitation any dispute relating to the Services, shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions and the Courts of London shall have the sole jurisdiction in this regard. The parties hereby agree to expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods hereby.

16.3 Sanctions

Economic and trade sanctions are administered by the UK government from time to time. Certain sanction programs broadly prohibit most transactions with people located in embargoed countries. These includes but are not limited to sanctions against countries like Iran, Iraq, North Korea, Syria, Sudan, Cuba, Cote D’lvoire (Ivory Coast), Democratic Republic of Congo, Liberia, Zimbabwe, Russia, Belarus, etc. Pursuant to these sanctions, Kolabtree does not collaborate with any Client from these sanctioned countries and reserves the right to refuse providing Services to Clients from such sanctioned countries.

17. GENERAL

17.1 Entire Agreement

This Agreement, together with the other Terms of Service, if any, SOWs and any other legal notices and agreements published by Kolabtree on the Site, sets forth the entire agreement and understanding between you and Kolabtree relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Kolabtree drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or Kolabtree because of the authorship of any provision of this Agreement.

17.2 Side Agreements

Kolabtree may enter into written agreements with Clients, the provisions of which shall supersede this Agreement except to the extent otherwise specified.

17.3 Compliance

Client shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, Client agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties' Proprietary Rights.

17.4 Modifications

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

17.5 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 shall 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 such party.

17.6 Assignability

Client may not assign this Agreement, or any of its rights or obligations hereunder, without Kolabtree's prior written consent. Kolabtree may freely assign this Agreement without Client's consent as long as their rights are not getting affected. Any attempted assignment or transfer in violation of this subsection 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.

17.7 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 shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall 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 shall 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.

17.8 Force Majeure

Kolabtree will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to a Force Majeure event. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party shall have the right to terminate the Agreement.

Force Majeure for the purpose of this Agreement includes but not limited to labor disturbances, accidents, fires, floods, epidemics, natural calamities, embargoes, sanctions, other acts of God, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

17.9 Communications from you to Kolabtree

All notices to Kolabtree intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Cactus Communications Limited, 6th Floor, 9 Appold Street, London, EC2A 2AP; or (c) in writing via email to contact@kolabtree.com. All such notices are deemed effective upon receipt by Kolabtree.

17.10 Contacting us

If you have questions or need assistance, please contact Customer Support at contact@kolabtree.com