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Privacy Policy

BǑKD LLC (dba BǑKD) (“BǑKD”) provides this Privacy Policy to inform you of our policies and procedures regarding the collection, use and disclosure of personally identifiable information (“Personal Information”) we receive from all users (“Users”) of www.BǑKD.pro (“Site”) and/or our mobile application (“Application”), and all other services, features and content we offer (collectively, “Services”). We respect your privacy rights; we only use your Personal Information in furtherance of your use of the Service (as further set forth below) and do not sell your Personal Information, or use your Personal Information for advertisement targeting.This Privacy Policy is a part of the BǑKD’s Terms of Service <(“TOS”)>. By using the Services you agree to this Privacy Policy.INFORMATION WE COLLECTWhen you register with us through the Site or Application, we will ask you for personally identifiable information (“Personal Information”). Personal Information may include, but is not limited to, your name, phone number, email address, physical address, billing information (such as PayPal or bank account information), and photo.Personal Information may also include log-in credentials, password, transactional information based upon your activity on the Site and Application, and authentication information. Some of the information we ask you to provide is mandatory and some is optional and some may be collected in the background in association with your account. If you do not provide the mandatory information for a particular activity that requires it, you will not be permitted to engage in that activity.You may also register to join by logging into online accounts you may have with third party service providers, such as Facebook and Twitter (“SNS”). If you register in this manner, we will obtain the Personal Information you have provided to the applicable SNS (such as your name, email address, and other information you make publicly available via the applicable SNS) from your SNS account and use that information to create your BǑKD profile. Depending on the SNS account you choose and subject to the privacy settings that you have set in such SNS account, you understand that by granting us access to the SNS account, we will access, make available, and store the information in your SNS account so that it is available on and through your BǑKD account through the Service.Our Services are profile and location-based services and therefore we collect and store information about you and your location when you use the Services. This information can come from multiple sources, such as GPS location reported by your mobile phone.We do not collect credit or debit card number, type, expiration date or similar information. Financial information is collected and stored by our third party payment processing company (“Payment Processor”), and use and storage of that information is governed by the Payment Processor’s applicable terms of service and privacy policy.We ask for User feedback, such as to inform other Users of your professional experience, in order to inform other Users and improve the User experience.When you visit the Site and Application we automatically receive and record information sent from your browser (“Log Data”). This Log Data may include information such as your IP address, location, browser or mobile platform, cookie information and page information you requested. Log Data information is collected and used in the aggregate to monitor and analyze use of the Services, for technical administration, to improve the functionality and user-friendliness of the Services, and to tailor the Site and Application to your needs. We treat this information as non-Personal Information, except where required to do so by applicable law.COOKIESWe use “cookies” to collect information. Cookies serve two functions: (i) to save your login information for future logins to the Site and Application; and (ii) to enable certain features of the Site and Application, which allows to better understand your interaction with the Site and Application and to monitor aggregate usage and web traffic routing on the Site and Application. Third party advertisers on the Site and Application may also place or read cookies on your browser. You may change your browser options to stop accepting cookies. However, if you choose not to accept cookies, you may not be able to use all portions of the Site or Applications or all functionality of the Service.HOW WE USE YOUR INFORMATIONWe use the Personal Information we collect from our Service to provide, maintain, protect and improve the Service, and to protect BǑKD and our Users.USER INFORMATIONWhen you create an account, we will set up a profile for you. Please keep in mind that you will need to share Personal Information with other Users in order to complete a BǑKD transaction through the Service. For example, if you are a BǑKD, we will post your geolocation, any notes and photos you submit, and availability on our Website and Application, so that other Users can find, connect, and communicate with you. We will also post reviews and ratings you provide and your username in association with your reviews and ratings.We collect and store IP address information. Sometimes we share this information with our partners, service providers and other persons with whom we conduct business, as stated herein, but this information is not made public.INFORMATION SHARED WITH THIRD PARTIESWe may engage third party companies and individuals to help us operate and/or facilitate the Services, or to analyze the usage of our Site, Application and. Such third parties may have access to your Personal Information. This access is limited to only the information necessary to perform these tasks on our behalf and they are obligated not to disclose or use the information for any other purpose.LINKS TO THIRD PARTIESOur Site and Application may contain links to other websites or applications. The fact that you may visit a third party’s website or application from our Site or Application is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy policies or practices. We do not exercise control over third party websites or application. These third-party websites may place their cookies or other files on your computer, collect data or solicit Personal Information from you, and they may follow different rules regarding the use or disclosure of the Personal Information you submit to them.PROTECTION AND LEGAL PURPOSESWe reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the TOS, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect our rights, property or safety, our Users and the public. This includes exchanging information with other companies, organizations and insurance providers for such purposes as fraud protection and spam/malware prevention.SECURITY OF YOUR INFORMATIONYour account is password-protected for your privacy and security. We follow generally accepted industry standards to protect the Personal Information submitted to us, both during transmission and once we receive it. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore we cannot guarantee its absolute security.We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored “personal data” (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on the Site and Application in the most expedient time possible and without unreasonable delay, insofar as consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.If you are located outside of the United States, note that the Site is (i) hosted by computer servers in the United States, (ii) processes and stores data in the United States, and (iii) United States federal and state governments, courts, or law enforcement or regulatory agencies may be able to obtain disclosure of your Information through laws applicable in the United States. If you use the Site or Services or share Personal Information with us, then this constitutes your consent to the transfer of your Personal Information outside of your home country, including the United States.ACCESSING YOUR INFORMATIONAll Users may review, update, correct or delete the Personal Information in their account profiles. If you would like to cancel your account, please contact us or select the “Cancel Account” feature of the Services and we will attempt to accommodate your request if we do not have any legal obligations or a legitimate business reason to retain the information contained in your account.Please note that even after you remove information from your profile or cancel our account, copies of that information will be stored and retained in our archives, and may remain viewable elsewhere to the extent it has been shared with others, it was otherwise distributed pursuant to your privacy settings, or it was copied or stored by other Users.NOTICE CONCERNING CHILDRENThe Site and Application are not directed to individuals under 13 years old. We do not knowingly collect Personal Information from individuals under 13. If we learn or have reason to suspect that a Site or Service user is under age 13, we will promptly delete any Personal Information in that account.CHANGES TO THIS PRIVACY POLICYWe may update this Privacy Policy to reflect changes to our information practices. We will post any changes to our Privacy Policy and will keep a prior version of this Privacy Policy archived for your review. Changes to this Privacy Policy are effective when they are posted on this page.If you have any questions about this Privacy Policy, the practices of this site, or your dealing with this website, please contact us at:BǑKD LLC
Last Revised: September 2024

Terms and Conditions

BǑKD, Inc. (“BǑKD,” “we” or “us”) provides a mobile application platform (the “App”) that connects talents seeking a job opportunity (“Talents”) with those offering an opportunity for hire (“Opportunities”). Our App also provides Opportunities with access to direct booking from matched and compatible talents (“BǑKD”).Use of Website.
BǑKD owns the BǑKD.PRO website (the “Site”) and the App (collectively, the Site and the App are referred to as the “Services”). These Terms of Service and Use (“Agreement”) apply to your use of the Site and the App. Your use of the Site or the App constitutes assent to this Agreement.Use of App and Site.
If you are a Talent or Opportunity, this Agreement constitutes a binding contract between you and BǑKD governing your use of the App and the Site. If you are a Talent, you represent that you are legally old enough and permitted to work in your region; otherwise, you are not eligible to use the App. If you are accepting this Agreement for an entity, such as the company you work for, you represent to us that you have the authority to legally bind that entity to this Agreement. By clicking on the “I ACCEPT” button, or using our App, you signify that you have read, understand and agree to be bound by all of the terms in this Agreement. If you do not agree, you may not use PROFESSIONAL’s Site or App, and you should cancel setup of the App and delete it from your device.These Terms of Service (this “Agreement”) is a contract between you (“you”) and BǑKD, Inc., a California corporation (“BǑKD”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our app and website located at www.Talent.com (the “Site”) and related software and services (collectively, the “BǑKD Platform”). BǑKD may amend this Agreement at any time with thirty (30) days written notice to you. Your continued use of the BǑKD Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked herein, including our Fee Policy, Privacy Policy and Service Contract Policy, as such agreements and policies may be modified by BǑKD from time to time in its sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY USING THE BǑKD PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE BǑKD PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.1. THE BǑKD PLATFORM.1.1 Purpose of the BǑKD Platform.The BǑKD Platform has been created to offer a number of mobile and web-based services to users requesting services to be performed (each, and you in such capacity, an “Opportunity (Employer)”, and such services, the “Services”) and individuals having obtained the conditions required by the site (each, and you in such capacity, a “Talent (Talent)”). Under this Agreement, BǑKD provides services to you in your capacity as either a Opportunity (Employer) or Talent (Talent). For clarity, the term “you”, as used in this Agreement, may mean “Opportunity (Employer)” and/or “Talent (Talent)”. Our services include curating Opportunity (Employer)s and Talent (Talent)s, facilitating the formation of contracts between Opportunity (Employer)s and Talent (Talent)s and managing transactions related to those contracts. Opportunity (Employer)s post job opportunities and allow Talent (Talent)s to enquire and/or book the Opportunity. Talent (Talent)s, in turn, post qualifications profiles. If an Opportunity (Employer) and Talent (Talent) agree on terms, a contract is formed directly between such Opportunity (Employer) and Talent (Talent) subject to the provisions set forth in the Service Contract Policy (each such contract, a “Service Contract”). BǑKD facilitates payment from Opportunity (Employer)s in connection with their offering to a Talent (Talent) acceptance through the Talent platform. BǑKD then is paid a percentage as service fee from the the payment Talent (Talent)s receive on behalf of Opportunity (Employer)s in connection with their delivery of services through the BǑKD Platform once the Work Product (as defined below) is accepted by Talent (Talent).1.2 Eligibility.The service is available only to legal entities and persons who are legally old enough and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of a country in which use or participation in the BǑKD Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerceʼs Denied Persons or Entity List, the U.S. Department of Treasuryʼs Specially Designated Nationals or Blocked Persons Lists, or the Department of Stateʼs Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.2. BǑKD GENERAL POLICIES.2.1 User Content Transmitted Through the BǑKD Platform.(a) With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) you upload, post, publish or display through the BǑKD Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the BǑKD Platform or otherwise provide to BǑKD (collectively, such actions, “transmit”), including without limitation the Work Product (collectively, such content and materials, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any User Content you hereby grant and will grant BǑKD and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the BǑKD Platform or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any User Content will be governed by our Privacy Policy.(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the BǑKD Platform provided by you to BǑKD are non-confidential and BǑKD is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.(c) You acknowledge and agree that BǑKD may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; ( iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of BǑKD, its users and the public. You understand that the technical processing and transmission of the BǑKD Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.(d) While BǑKD takes security and privacy very seriously, BǑKD is not a HIPAA Business Associate and the BǑKD Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.2.2 Identity and Account Security.BǑKD reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize BǑKD, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. You are solely responsible for ensuring and maintaining the secrecy and security of your BǑKD account password. You agree not to disclose this password to anyone and will be solely responsible for any use of or action taken through the use of such password on BǑKD. You must notify BǑKD support immediately if you suspect that your password has been lost or stolen. By using your BǑKD account, you acknowledge and agree the BǑKD account security procedures are commercially reasonable.2.3 ExclusivityYou acknowledge and agree that a substantial portion of the compensation BǑKD receives for making the Site available to you is collected as a deduction from the Talent (Talent) Fee (as defined below). Therefore, for twenty four (24) months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.2.4 Restrictions.(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. BǑKD reserves the right to investigate and take appropriate legal action against anyone who, in BǑKD’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by BǑKD; you will not use the BǑKD Platform to:(i) transmit any User Content that (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ “contests,“ “sweepstakes,“ or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (H) that constitutes PHI that is subject to HIPAA; or (I) in the sole judgment of BǑKD, is objectionable or which restricts or inhibits any other person from using or enjoying the BǑKD Platform, or which may expose BǑKD or its users to any harm or liability of any type;interfere with or disrupt the BǑKD Platform or servers or networks connected to the BǑKD Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the BǑKD Platform;(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;(iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;(v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;(vi) solicit personal information from anyone under the legal age;(vii) harvest or collect email addresses or other contact information of other users from the BǑKD Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;(viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;(ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of BǑKD marked as “confidential” or “proprietary”, including without limitation the “Toolkit”; or(xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the BǑKD Platform.(b) No Reverse Engineering. The technology and software underlying the BǑKD Platform or distributed in connection therewith is the property of BǑKD, our affiliates and our partners (the “Software”). You will not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by BǑKD.(c) Enforcement of Agreement and Policies. BǑKD has the right, but not the obligation, to monitor your use of the BǑKD Platform, any User Content that you transmit and the Services performed by the Talent (Talent) to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the BǑKD Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting BǑKDʼs other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the BǑKD Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other users or for BǑKD. Once suspended or terminated, you MAY NOT continue to use the BǑKD Platform under a different account or reregister under a new account. If you attempt to use the BǑKD Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the BǑKD Platform, including data, messages, files and other material you keep on BǑKD.

(d) Prior Agreements. With respect to any Service Contract, Talent (Talent) hereby covenants that, except as Talent (Talent) fully discloses previously in writing to the applicable Opportunity (Employer), Talent (Talent) is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Talent (Talent)ʼs engagement by the applicable Opportunity (Employer) or to refrain from competing, directly or indirectly, with the business of such other party. Talent (Talent) further covenants that Talent (Talent)ʼs performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Talent (Talent) in confidence or in trust prior to Talent (Talent)ʼs engagement with the applicable Opportunity (Employer). Talent (Talent) will not disclose to any Opportunity (Employer) or induce any Opportunity (Employer) to use any confidential or proprietary information or material belonging to others.3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS.3.1 BǑKD Fees.BǑKD charges Talent (Talent)s a fee for the services of connecting the two parties and for collecting the fixed fee agreed between a Opportunity (Employer) and a Talent (Talent) for work prior to the commencement of a Services Contract (“Talent (Talent) Fee”). When an Opportunity (Employer) releases funds to a Talent (Talent), BǑKD credits the Talent (Talent) account and then deducts a service fee that BǑKD earns for creating, hosting, maintaining and providing the Site as further described by the Fee Policy (such fee, the “Service Fee”). All BǑKD Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.3.2 Disbursements to Talent (Talent)s.BǑKD will automatically disburse funds to Talent (Talent)s according to the payment instructions on file with BǑKD upon funds become payable. Funds become payable to Talent (Talent)s after Opportunity (Employer)s receives acceptance to offer submitted to a Talent (Talent).3.3 Non-Payment.If Opportunity (Employer) fails to pay amounts due under this Agreement, whether by cancelling Opportunity (Employer)ʼs credit card, initiating an improper chargeback or any other means, Opportunity (Employer)ʼs BǑKD account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Opportunity (Employer) must reimburse BǑKD for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, BǑKD may setoff amounts due against other amounts received from or held for Opportunity (Employer), make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.3.4 Hold on Funds.In cases of fraud, abuse or violation of this Agreement, all monies due to Talent (Talent) may be be held and/or reclaimed, not just those from the Service Contract(s) under investigation.3.5 Disintermediation.Opportunity (Employer) will make all payments relating to, or in any way connected with, a Service Contract through the BǑKD Platform. Any action that encourages or solicits complete or partial payment outside of the BǑKD Platform is a violation of this Agreement. Should an Opportunity (Employer) be found in violation of this Section 3.5, it will owe BǑKD an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the BǑKD Platform, plus 18%.For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:(a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through BǑKD Platform.(b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the BǑKD Platform.(c) Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Opportunity (Employer) and Talent (Talent) through the BǑKD Platform.YOU WILL NOTIFY BǑKD 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 BǑKD by sending an email message to:
SUPPORT@ OUR COMPANY NAME DOT COM.3.6 Tax Reporting.BǑKD is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, BǑKD will provide a 1099-K form to the Internal Revenue Service for any Talent (Talent) based in the United States who is paid over $20,000 through the BǑKD Platform and participates in over 200 separate Service Contracts in a single calendar year.Except as provided for above, BǑKD will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Talent (Talent) Fees and Talent (Talent) will be solely responsible for: (a) determining whether Talent (Talent) is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Talent (Talent) Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. BǑKD will have the right, but not the obligation, to audit and monitor Talent (Talent)ʼs compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of BǑKD, Talent (Talent) agrees to promptly cooperate with BǑKD and provide copies of Talent (Talent)ʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.3.7 Payment Methods.Opportunity (Employer) hereby authorizes v to run, or have run, credit card authorizations on all credit cards provided by Opportunity (Employer), to store credit card details as Opportunity (Employer)ʼs method of payment for Services, and to charge Opportunity (Employer)ʼs credit card (or any other form of payment authorized by BǑKD or mutually agreed to between Opportunity (Employer) and BǑKD).4. SERVICE CONTRACT TERMS BETWEEN Opportunity (Employer) AND Talent (Talent).Unless otherwise agreed to in a writing signed by both Opportunity (Employer) and Talent (Talent), the terms and conditions of the Service Contract are as set forth in the Service Contract Policy. Opportunity (Employer) and Talent (Talent) may not agree to any other terms and conditions that affect the rights or responsibilities of BǑKD as described herein and therein. This Agreement anticipates that Talent (Talent)s will be classified as independent Talent (Talent)s of Opportunity (Employer) and you agree (a) that BǑKD does not in any way supervise, direct, or control Talent (Talent)ʼs work, (b) that BǑKD does not, in any way, supervise, direct, or control Talent (Talent)ʼs work hours and location of work, and (c) BǑKD does not provide Talent (Talent) with training or equipment needed for any Contract. Notwithstanding anything to the contrary in this Agreement, Opportunity (Employer) assumes all liability for proper classification of Talent (Talent)s as independent Talent (Talent)s or employees based on applicable legal guidelines.5. YOUR ACKNOWLEDGMENT OF BǑKD’S ROLE.5.1 Service Contracts.You expressly acknowledge, agree and understand that: (i) the BǑKD Platform is merely a venue where users may act as either Opportunity (Employer)s or Talent (Talent)s; (ii) BǑKD is not a party to any Service Contracts between Opportunity (Employer)s and Talent (Talent)s; (iii) you recognize, acknowledge and agree that you are not an employee of BǑKD and that BǑKD does not, in any way, supervise, direct, or control your work or Services; (iv) BǑKD will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (v) BǑKD has no control over Talent (Talent)s or over the Services promised or rendered by Talent (Talent)s; and, (vi) BǑKD makes no representations as to the reliability, capability, or qualifications of any Talent (Talent) or the quality, security or legality of any Services, and BǑKD disclaims any and all liability relating thereto.BǑKD does not introduce Talent (Talent)s to Opportunity (Employer)s or help Talent (Talent)s find their work, however, BǑKD does provide search tools and automatic notifications that may facilitate such introductions. BǑKD merely makes the BǑKD Platform available to enable Talent (Talent)s to identify and determine the suitability of Opportunity (Employer)s for themselves, and to enable Opportunity (Employer)s to identify and determine the suitability of Talent (Talent)s for themselves. BǑKD does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Talent (Talent)s to deliver Services, the ability of Opportunity (Employer)s to pay for Services, or that a Opportunity (Employer) or Talent (Talent) can or will actually complete a transaction.5.2 No Background Checks.BǑKD is not required to and does not verify any information given to us by Talent (Talent)s or Opportunity (Employer)s, nor does BǑKD perform background checks on Talent (Talent)s or Opportunity (Employer)s. BǑKD may provide information about a Talent (Talent) or Opportunity (Employer), such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Talent (Talent) or Opportunity (Employer) submits. BǑKD provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by BǑKD.5.3 BǑKD’s Proprietary Rights.BǑKD and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the BǑKD Platform. You may not use the BǑKD Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. BǑKD reserves the right to withdraw, expand and otherwise change the BǑKD Platform at any time in BǑKDʼs sole discretion.5.4 Third Party Websites.The BǑKD Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. BǑKD has no control over such sites and resources and BǑKD is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that BǑKD will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the BǑKD Platform are between you and the third party, and you agree that BǑKD is not liable for any loss or claim that you may have against any such third party.5.5 Social Networking ServicesYou may enable access to various online third party services through the BǑKD Platform, such as social media and social networking services like LinkedIn (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the BǑKD Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and BǑKDʼs use, storage and disclosure of information related to you and your use of such services within BǑKD, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and BǑKD will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the BǑKD Platform.In addition, BǑKD is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, BǑKD is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. BǑKD enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.5.6 BǑKD as a Limited Agent.This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and BǑKD, except and solely to the extent expressly stated in this Agreement.From time to time, a user may ask BǑKD to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoints BǑKD as its agent for the limited purpose of executing documents that confirm your activities on the BǑKD Platform. BǑKD will act on your behalf and in a clerical capacity, without in any way restricting BǑKDʼs rights or expanding BǑKDʼs obligations under this Agreement or any Service Contract. You hereby appoint BǑKD as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Talent (Talent)s or to BǑKD, if another user so requests.6 WARRANTY DISCLAIMER.BǑKD MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, BǑKD PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BǑKD DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 below (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST BǑKD WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.7 LIMITATION OF LIABILITY.IN NO EVENT WILL BǑKD BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF BǑKD TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) US$2,500; AND (B) ANY BǑKD FEES RETAINED BY BǑKD WITH RESPECT TO CONTRACTS ON WHICH YOU WERE INVOLVED AS Opportunity (Employer) OR Talent (Talent) DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8 INDEMNIFICATION..You will indemnify, defend and hold harmless BǑKD and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) arising from or relating to your use of the BǑKD Platform, any Services or any Service Contract entered into by you (including without limitation claims that Talent (Talent) was misclassified as an independent Talent (Talent) or that BǑKD was an employer or joint employer of Talent (Talent), as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workerʼs compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of these Terms of Service, your violation of any rights of another.9 TERM AND TERMINATION.9.1 Term.The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 9.2 below.9.2 Termination.Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.9.3 Consequences of Termination.Termination will not relieve Opportunity (Employer) of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Opportunity (Employer)ʼs credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). BǑKD will pay Talent (Talent), in accordance with the provisions of Section 3 above (Invoices and Payment Methods).9.4 Survival.Sections 2, 3, 4, 5, 6, 7, 8, 9.4, 10, 11 and 12 of this Agreement will survive any termination thereof.10 GENERAL.10.1 Entire Agreement.This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.10.2 Side Agreements.Section 10.1 above notwithstanding, Opportunity (Employer)s and Talent (Talent)s may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand BǑKDʼs obligations or restrict BǑKDʼs rights under this Agreement.10.3 Compliance.You will not violate any laws or third party rights on or related to the BǑKD Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the BǑKD Platform, including as it concerns online conduct and acceptable content.10.4 Notices; Consent to Electronic Notice.You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the BǑKD Platform. Notices hereunder will be invalid unless made in writing and given (a) by BǑKD via email (in each case to the email address that you provide), (b) a posting on the BǑKD Site or (c) by you via email to SUPPORT@ OUR COMPANY NAME DOT COM or to such other addresses as BǑKD may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.10.5 Modifications.No modification or amendment to this Agreement will be binding upon BǑKD unless in a written instrument signed by a duly authorized representative of BǑKD. For the purposes of this Section 10.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.10.6 No Waiver.The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that partyʼs right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.10.7 Assignability.You may not assign this Agreement, or any of its rights or obligations hereunder, without BǑKDʼs prior written consent in the form of a written instrument signed by a duly authorized representative of BǑKD (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). BǑKD may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.10.8 Severability.If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.10.9 Choice of Law.This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).10.10 Personal Jurisdiction and Venue.You agree that any claim you may have against BǑKD must be resolved by the California state courts of Los Angeles County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.10.11 Prevailing Language.The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.11 YOUR PRIVACY.At BǑKD, we respect the privacy of our users. For details please see our Privacy Policy. By using the BǑKD Platform, you consent to our collection and use of personal data as outlined therein.12 NOTICE FOR CALIFORNIA USERS.Under California Civil Code Section 1789.3, users of the BǑKD Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at BǑKD, SUPPORT @ OUR COMPANY NAME DOT COM, we respect the privacy of our users. For details please see our Privacy Policy. By using the BǑKD Platform, you consent to our collection and use of personal data as outlined therein.12 NOTICE FOR CALIFORNIA USERS.Under California Civil Code Section 1789.3, users of the BǑKD Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at BǑKD, SUPPORT @ OUR COMPANY NAME DOT COM