This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Roster Private Limited (“Roster,” “we”, or “us”), governing your use of Roster’s Site and Site Services (collectively, “Services”). You understand that by using the Roster Site or Site Services (which generally means using in any way our work marketplace joinroster.co or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Roster’s Terms of Service and Privacy Policy.

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If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit joinroster.co, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

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1. ROSTER ACCOUNTS

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1.1 REGISTRATION

• You must register for an account to have full access to our Services, and your registration is subject to our approval. 

• You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”.

• Your Account registration is subject to approval by Roster. We reserve the right to decline a registration either to join Roster or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

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1.2 ACCOUNT ELIGIBILITY

• You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older.

• Roster offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

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1.2 ACCOUNT PROFILE

• You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete.

• To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.

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1.2 ACCOUNT TYPES

• We offer two types of accounts (“Account Types”): Client and Freelancer. Once you register for an Account, you can add Account Types without re-registering. You promise to register for only one Account that requires a unique log in. This Account will house all of your Account Types. Never share your Account password with anyone.

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1.6 IDENTITY AND LOCATION VERIFICATION

• When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases, work history validation, or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Roster.

• You authorize Roster, directly or through third parties, to make any inquiries necessary to validate your identity, your location, your past work history, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.

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1.7 USERNAMES AND PASSWORDS

• Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User.

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2. PURPOSE OF ROSTER

The Roster Site is a work marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Roster provides the Services to Users, including hosting and maintaining the Roster Site, facilitating the formation of contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract.

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2.1 RELATIONSHIP WITH ROSTER

• Roster offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Freelancer Services, and make and receive payments through escrow. Roster neither performs nor employs individuals to perform Freelancer Services. You acknowledge and agree that Roster does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract or Direct Contract and agree that: (a) Roster is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Roster is not responsible for the offering, performance, or procurement of Freelancer Services, (c) Roster does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Roster and any User offering services. While Roster may provide certain badges on Freelancer or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract.

• You further acknowledge and agree that Users, and not Roster, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Freelancer; (b) assessing whether to enter into a Service Contract or Direct Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract or Direct Contract on Roster as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service and Direct Contracts between Users are directly between the Users and Roster is not a party to those contracts.

• As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time.

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2.2 TAXES AND BENEFITS

• Freelancer acknowledges and agrees that Freelancer is solely responsible for: (a) all tax liability associated with payments received from Freelancer’s Clients and through Roster; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from Roster; (c) determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) determining if Roster is required by applicable law to withhold any amount of the Freelancer Fees and notifying Roster of any such requirement and indemnifying Roster for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Roster, Freelancer agrees to promptly cooperate with Roster and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Roster.

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2.3 MARKETPLACE FEEDBACK AND USER CONTENT

• You acknowledge and agree that Users publish and request Roster to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Freelancers or Clients voluntarily submit to Roster and does not constitute an introduction, endorsement, or recommendation by Roster. You agree that Roster is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services.

• You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that Roster may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including User Content highlighted by Roster on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Roster is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Roster of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Roster may rely on the accuracy of such information if you do not. Roster provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

• By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Roster generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. Roster reserves the right (but is under no obligation) to remove posted feedback or information that Roster determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Roster.

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3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

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3.1 SERVICE CONTRACTS AND DIRECT CONTRACTS

• As provided in Section 2.1 above, if a Client and a Freelancer decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Freelancer; Roster is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between Roster and any User.

• With respect to any Service Contract, Clients and Freelancers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Roster’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

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3.2 DISPUTES AMONG USERS

• For disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution process that is explained in the Escrow Instructions. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Roster will not and is not obligated to provide any further dispute resolution assistance.

• If Freelancer or Client seeks an order from an arbitrator or court that might direct Roster or our Affiliates to take or refrain from taking any action, that party will (a) give us at least fifteen (15) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Roster, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Roster, Roster be paid for the reasonable value of the services the order obligates us to undertake.

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4. WORKER CLASSIFICATION

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4.1 WORKER CLASSIFICATION

• Client is solely responsible for and assumes all liability for determining whether Freelancers should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Freelancers complies with applicable laws, regulations, and rules. Roster is not responsible for worker classification as between Client and Freelancer, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Roster and a User.

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4.2 ROSTER COMPLIANCE SERVICES

• If Client agrees to enroll in Roster’s Compliance Services, Client will engage Roster’s third-party compliance vendor (the “Staffing Provider”) through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the Site.

• Freelancer acknowledges and agrees that Roster will have no control over and is not responsible for the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider or Client, including the selection process, pay rate, work hours, employment dates, or working conditions.

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5. ROSTER SERVICE FEES

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5.1 FEES FOR CLIENTS

• Clients pay Roster a Marketplace Fee for accessing the Services, and for administration and facilitation of payments related to the Freelancer Fees they pay to Freelancers they engage through the Site.

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5.2 VAT AND OTHER TAXES

• Roster Fees are exclusive of taxes. Roster does not collect taxes it is not required to collect, but Roster may be required by applicable law to collect certain taxes or levies, including VAT (which some jurisdictions refer to as GST or local sales taxes). These collection requirements and rates may change based on changes to the law in your area. Any amounts Roster is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to Roster under the Terms of Service.

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6. ESCROW

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6.1 NON-PAYMENT OR DEFAULT

• Except as expressly provided in the Terms of Service or the Escrow Instructions and as prohibited by applicable law, Roster Escrow may refuse to process, may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site or is using the Site unlawfully; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Roster Escrow will release the hold as soon as practicable.

• In addition, except as expressly provided in the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or your Client despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Roster Escrow (and Roster Escrow will have the right) to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.

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6.2 NON-PAYMENT OR DEFAULT

• If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Roster), Roster will be entitled to the remedies described in this Section 6.2 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Roster within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Roster for Freelancer Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

• If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts or Direct Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Roster upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

• At our discretion and to the extent permitted by applicable law, Roster or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

• Roster does not guarantee that Client is able to pay or will pay Freelancer Fees, and Roster is not liable for and may reverse Freelancer Fees if Client is in default or initiates a chargeback of funds with their financial institution. Freelancer may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Freelancer chooses. If Roster recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section 6.2, Roster will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client.

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6.3 NO RETURN OF FUNDS AND NO CHARGEBACKS

• Client acknowledges and agrees that Roster may charge or debit Client’s designated Payment Method for the Freelancer Fees incurred. Once Roster charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as provided in the applicable Escrow Instructions or as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Roster may dispute or appeal the chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.

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6.4 PAYMENT METHODS

• In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

• Client hereby authorizes Roster to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

• By providing Payment Method information through the Site or by authorizing payments with the Payment Method, Client represents that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Roster; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

• When Client authorizes a payment using a Payment Method via the Site, Client represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

• Roster is not liable to any User if Roster does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Roster will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

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6.5 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

• The Services operate in U.S. Dollars. Roster will charge, debit, or credit the User’s Payment Method in U.S. Dollars and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Roster is not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars or for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

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7. NON-CIRCUMVENTION

7.1 MAKING PAYMENTS THROUGH ROSTER

• You acknowledge and agree that a substantial portion of the compensation Roster receives for making the Site available to you is collected through the Service Fee described in Section 5 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “Roster Relationship”). Roster only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:

• Offer or solicit or accept any offer or solicitation from parties identified through the Site to 

contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

• Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.

• Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

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You agree to notify Roster immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Roster at support@joinroster.co

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You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined below). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.

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7.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

• Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Roster as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Roster; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

• For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as iMessage, WhatsApp, Discord, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.

• You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

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7.3 OPTING OUT & CONVERSION FEE

• You may opt out of the obligations in Section 7.1 with respect to each Roster Relationship only if the Client or Freelancer pays Roster a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Roster Relationship, unless Client and Freelancer have had an Roster Relationship for at least two (2) years.

• You understand and agree that if Roster determines that you have violated Section 7, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of Roster’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

• You agree that the Conversion Fee is 15% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly rate charged by the Freelancer on any Service Contract with the Client, if any; or (b) if there is no hourly rate on a Service contract, the hourly rate in the Freelancer’s profile when the conversion is requested. 

• The Conversion Fee includes all applicable taxes and is not subject to the Marketplace Fee. If Client and Freelancer have had an Roster Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes. 

• The Conversion Fee is not refundable. 

• Roster will apply a discount on the Conversion Fee that is equal to the total amount of Marketplace Fees that Client has paid to Roster in the preceding twelve (12) months on each marketplace Service Contract between the Client and the Freelancer. In no event shall the Conversion Fee be discounted below the minimum of $1,000 USD.

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8. RECORDS OF COMPLIANCE

You are solely responsible for creation, storage, and backup of your business records. You agree that Roster has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

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9. WARRANTY DISCLAIMER

Roster and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Roster and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

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10. LIMITATION OF LIABILITY

• Roster is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

• Additionally, in no event will Roster, our affiliates, our licensors, or our third-party service providers 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 Roster, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed any fees retained by Roster with respect to service contracts on which User was involved as Client or Freelancer during the six-month period preceding the date of the claim.

• These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Roster has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

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11. RELEASE

• You agree not to hold us responsible for any dispute you may have with another User.

• To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

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12. INDEMNIFICATION

• You will indemnify, defend, and hold harmless Roster, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

• “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

• “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

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13. AGREEMENT TERM AND TERMINATION

13.1 TERMINATION

• Unless both you and Roster expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legal@joinroster.co. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.

• You agree that Roster is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you thereby instruct Roster to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Roster will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Roster for any Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

• Without limiting Roster’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Roster’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

• You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Roster decides to temporarily or permanently close your account, Roster has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Roster will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.

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13.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Roster expressly disclaims liability. Roster may retain some or all of your Account information as permitted or required by law and the Privacy Policy.

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13.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Roster from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.

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15. GENERAL

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

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15.2 MODIFICATIONS

Subject to the conditions set forth herein, Roster may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. 

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15.3 ASSIGNABILITY

In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Roster Attn: Legal, 21 Collyer Quay, Singapore 049320 or via email to legal@joinroster.co that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Roster does not object via email within 21 business days of sending of an email or 14 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. 

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No other assignments are valid without Roster’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.

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15.4 SEVERABILITY; INTERPRETATION

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

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15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.