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ProxyPics Participation Agreement

This Participation Agreement (the "Agreement") is between you and ProxyPics (as defined below) and governs your and ProxyPics's respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Platform (as defined below).

Technology Platform Disclaimer. ProxyPics is a technology company that operates an online platform and marketplace enabling third-party Clients and independent contractor Proxies to connect for the purpose of requesting and completing Services. ProxyPics does not itself provide photography, inspection, or field services.

Independent Contractor Network. Proxies are independent contractors—not employees of ProxyPics—who may include photographers, inspectors, real estate professionals, notaries, appraisers, drone operators, and other individuals with varying skill levels, backgrounds, and credentials. Proxies operate their own independent businesses and control the manner and means by which they perform Services. ProxyPics does not represent that any Proxy holds specific licenses or qualifications unless explicitly verified and labeled as such within the Platform.

No Professional Services by ProxyPics. ProxyPics is a technology company only and is not a real estate appraisal firm, inspection company, engineering firm, or notary service provider. ProxyPics does not provide legal advice, appraisal opinions, engineering determinations, or professional certifications. Any licensed or professional services are performed, if at all, solely by the Proxy acting in their independent capacity as an independent contractor.

No Agency or Employment Relationship. Proxy is an independent contractor and is not an agent, employee, partner, joint venturer, or representative of ProxyPics. Proxy has no authority to bind ProxyPics to any contract, obligation, or liability.

For purposes of this Agreement, (a) "ProxyPics," "we," "us," or "our" means ProxyPics, Inc., a Delaware corporation and technology company, (b) "Site" means the ProxyPics website located at www.proxypics.com, and any successor or replacement website thereto, including all services provided by us to you through the service platform on the Site, (c) "App" means the ProxyPics iPhone or Android app, (d) "Platform" means either the Site or the App, or both, (e) "Services" means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (f) "Affiliate" means any entity controlled by, in control of, or under common control with ProxyPics, (g) "Client" means you, if you use the Platform to request that a Proxy perform Services, (h) "Proxy" means you, if you use the Site or App to perform Services for a Client as an independent contractor.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures, and/or guidelines that appear on the Platform from time to time (collectively, the "Policies," which are hereby incorporated by this reference into, and made part of, this Agreement). ProxyPics reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Platform, at any time, at its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Platform and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.

1. Registration

Registration. When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name and a valid email address. Proxies registering to provide Services as independent contractors may also be asked to provide demographic information and certain tax information (including, without limitation, information required for IRS Form 1099 reporting) upon request. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.

Communication. You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the Platform and this Participation Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. ProxyPics's communications are limited to facilitating connections and transactions through its technology platform; such communications do not create an employment or agency relationship between ProxyPics and any Proxy.

Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Platform. If your password is compromised, you must change your password.

Identity Verification. ProxyPics, as a technology platform provider, may require identity verification as a condition of access to the Platform or participation in certain Services. Any such verification is conducted solely for purposes of platform integrity and user safety and does not establish an employment relationship, constitute an endorsement of any Proxy's qualifications, or create any agency relationship between ProxyPics and any Proxy.

2. PROXYPIC’S ROLE

ProxyPics operates a technology platform and marketplace that facilitates connections between third-party Clients and third-party independent photography professionals ("Proxies") to enter into and complete transactions. ProxyPics and its Affiliates act strictly as a liaison between Clients and Proxies. As a result, we have no control over the quality, safety or legality of the Services, the ability of Proxies to provide the Services to Clients' satisfaction, or the ability of Clients to pay for Services. We are not responsible for the actions of any Client or Proxy. We do not conduct any screening or other verification with respect to Clients or Proxies, nor do we provide any recommendations. As a Client or a Proxy, you use the Platform at your own risk. ProxyPics does not control the manner or means by which Proxies perform Services. ProxyPics may maintain Platform rules, Policies, and minimum submission requirements to support quality, fraud prevention, and Client satisfaction.

3. YOUR USE OF THE SITE AND APP

Clients in General. The Platform provides Clients with access to a network of independent contractor Proxies who offer Services. Upon Proxy's submission of Services as described herein, Clients must pay Proxies for their Services. As a Client, you agree that upon submission of the Services performed by a Proxy as described herein, payment will be remitted to the Proxy (as described in Section 4 below). As a Client, you will be charged a fee for your use of the Platform in connection with each request for Services. All fees are in U.S. dollars unless stated otherwise. The ProxyPics Fees may vary in the future. You agree to pay the amounts set forth in the ProxyPics Fees from time to time on the terms set forth herein and therein, and to check the fees and terms each time you use the Platform. You acknowledge and agree that Proxies are independent contractors operating their own independent businesses and are not employees of the Client or of ProxyPics; ProxyPics is a technology company that solely provides the Platform to facilitate connections between Clients and independent contractor Proxies. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5, you should seek independent legal advice. Further, you agree that you will only accept work product from Proxies that has been submitted through the Platform.

Disputing Services. The Platform provides a dispute resolution feature that Clients may use to address concerns with submitted Services. If the Client is not reasonably satisfied with the Services, the Client shall have 120 hours from the time of submission of the Services by the Proxy to reject the Services and initiate the Platform's dispute process to request a refund. The only grounds for rejection of the Services (or a part thereof) and entitlement to a refund through the Platform are (i) the Proxy took photos, inspected, or otherwise submitted a report of the wrong property or subject matter, or (ii) the Proxy took photos, inspected, or otherwise submitted a report that was not requested in Client's order.

Proxies in General. The Platform enables independent contractor Proxies to connect with Clients seeking Services. You may only register once as a Proxy with ProxyPics. You may only access your Proxy account from one device at any given time. As an independent contractor, you may perform Services for any Client in accordance with the specifications submitted by the Client. The Platform includes quality review features that allow ProxyPics to require correction, resubmission, or to reject Services only if the submission (i) reflects the wrong property or subject matter, (ii) does not match the Services requested in the Client order, (iii) is materially incomplete, or (iv) is materially unusable due to quality issues (e.g., unreadable, obstructed, excessively blurred/dark, or invalid submission). If rejected, the Platform enables ProxyPics to repost the specific request on behalf of the Client.

Cure Opportunity. The Platform provides a resubmission feature that allows independent contractor Proxies to cure correctable deficiencies. If Services are rejected due to correctable deficiencies, ProxyPics and/or the Client may use this Platform feature to allow Proxy an opportunity to cure by resubmitting within a reasonable time, unless the Client order requires otherwise.

Non-Circumvention. Independent contractor Proxies agree not to solicit or accept off-platform payment from Clients for work originating through the Platform except as permitted by ProxyPics in writing.

Client Contact / Coordination. The Platform provides communication tools that enable independent contractor Proxies to coordinate with Clients. A Proxy may communicate with a Client's designated point of contact only as reasonably necessary to coordinate access, scheduling, site rules, safety, and completion of Services, and only using contact information provided in the Platform or the applicable order. A Proxy may not request or accept off-Platform payment for Services initiated through the Platform, or solicit Clients to move Services off-Platform.

Intellectual Property. As an independent contractor Proxy, the Client for whom you provide Services is your Client, and as such, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of ProxyPics, and all ownership rights, including worldwide intellectual property rights, will vest with ProxyPics immediately upon your performance of the Service. To the extent any such rights do not vest in ProxyPics under applicable law, you hereby assign or exclusively grant (without the right to any compensation beyond the agreed project fee) all right, title, and interest, including all intellectual property rights, to such work product to ProxyPics. ProxyPics may grant Clients and its Affiliates the right to use, reproduce, distribute, display, and otherwise exploit such work product in connection with Client requests and ProxyPics's business.

Independent Contractor Status. ProxyPics is a technology company that provides the Platform to connect Clients with independent contractor Proxies; ProxyPics does not employ Proxies or control the manner and means by which Proxies perform Services. As a Proxy, you are performing Services in your personal capacity as an independent contractor operating your own independent business and not as an employee of the Client or of ProxyPics. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts, or other automated methods to complete the Services; (ii) you will submit all work product through the Platform only, and not directly to a Client or to ProxyPics; (iii) you will provide ProxyPics and the Clients for whom you perform Services with any information reasonably requested by them in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership, franchise, or employer/employee relationship between Proxies and Clients, or Proxies and ProxyPics; (vi) you will not represent yourself as an employee or agent of a Client or ProxyPics; (vii) you will not be entitled to any of the benefits that a Client or ProxyPics may make available to their respective employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and (viii) you are not eligible to recover worker's compensation benefits in the event of injury. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5, you should seek independent legal advice.
In addition to the foregoing, you further acknowledge and agree that: (ix) you have the right to perform services for others, including competitors of ProxyPics and its Clients, and are not required to devote full-time or exclusive service to ProxyPics or its Clients; (x) you have the right to use the Platform to refuse or accept any project offered without penalty or adverse consequence to your independent contractor relationship; (xi) you are responsible for providing your own tools, equipment, camera gear, transportation, and supplies necessary to complete the Services; (xii) you have the right to control the manner and means by which the Services are performed, including camera settings, angles, timing of shoots, editing methods, and route selection, subject only to the Client's right to specify the desired results; (xiii) you are responsible for your own business expenses, including transportation costs, equipment maintenance, and insurance; (xiv) you set your own work schedule, understanding that Clients may have specific deadlines for project completion; (xv) your compensation is tied to completion of specific projects rather than based on time worked, consistent with your status as an independent contractor; (xvi) you are responsible for obtaining and maintaining any necessary business licenses, permits, and professional liability insurance as required for your independent business; and (xvii) you understand that ProxyPics will not withhold or pay any taxes, Social Security, Medicare, or other payroll deductions on your behalf, and you are solely responsible for all tax obligations arising from your earnings as an independent contractor Proxy, including estimated tax payments and self-employment taxes.

Client Access Windows / Site Restrictions. Independent contractor Proxies acknowledge that certain Services may require completion during Client-provided access windows or site restrictions (including, for example, "night-only" photography windows such as 7:00 PM–10:00 PM local time, weekday-only or weekend-only access limitations, tenant access rules, or local operating hours). Such constraints are Client- and/or site-imposed requirements that define the desired results and do not constitute supervision or control by ProxyPics or alter Proxy's independent contractor status.

Status Updates for Client Visibility. The Platform provides status update features that enable coordination between Clients and independent contractor Proxies. Proxy agrees to provide reasonable status updates through the Platform upon request (including an appointment date, ETA window, confirmation of attempted point-of-contact communication, and access notes) solely to support Client coordination, access, and transparency. These Platform features are not intended to control the time, manner, or means by which independent contractor Proxies perform Services.

No On-Call Obligation. Independent contractor Proxies are not required to remain on standby, respond within any set time period, or accept future requests. Any reminders or communications sent through the Platform are intended for project coordination and Client visibility only and do not constitute direction or control. ProxyPics does not guarantee any minimum number of projects or earnings to any Proxy. Proxy is not required to accept any minimum number of projects, maintain any minimum availability, or work any specific days or hours.

Expenses. Unless expressly stated in the order details or Policies, independent contractor Proxies are responsible for all costs and expenses incurred in performing Services, including travel, fuel, mileage, tolls, equipment, supplies, and insurance, consistent with Proxy's status as an independent contractor operating an independent business. The Platform enables Proxies to request adjustments to compensation prior to acceptance of a request, subject to Client approval. ProxyPics may reimburse specific Client-required items only where expressly stated in the order details or Policies.

Client Requirements vs. Best Practices. Some order instructions displayed through the Platform reflect mandatory Client deliverable requirements (e.g., required photo subjects, required questions, required capture window). Other instructions may be presented as recommendations or best practices intended to improve results or reduce rework. Unless expressly stated as required by the Client order, best practices are non-mandatory guidance and do not control the manner or means by which independent contractor Proxies perform Services.

Listing and Promotions Generally. As a Client or independent contractor Proxy, you may not sell, offer for sale, request, purchase, or provide any Service through the Platform that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, ProxyPics, as a technology company, will have the right, in its sole discretion, to determine the content, appearance, design, functionality, and all other aspects of the Platform (including the right to redesign, modify, remove, and alter the content, appearance, design, navigation, functionality, and other aspects of the Platform and/or any page thereof and any element, aspect, portion, or feature thereof, from time to time).

Data Use. The Platform collects, stores, analyzes, and processes submitted work product and related metadata (including timestamps and location data) for quality assurance, fraud prevention, customer support, product improvement, and service delivery. ProxyPics may use de-identified and aggregated data for analytics and Platform improvement.

Information and Feedback. You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that the Platform includes feedback and rating features that allow us and others to track your requests for, or your performance of, Services and rate your performance as a Client or independent contractor Proxy, and ProxyPics reserves the right to collect feedback regarding your performance and to post such feedback on the Platform. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data, or other materials (collectively, "Materials") through the Platform is at your own risk, and that none of ProxyPics, its Affiliates, Clients, or Proxies has any obligations (including without limitation obligations of confidentiality) with respect to such Materials, except as expressly set forth herein. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to ProxyPics and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. Notwithstanding the foregoing, if you are a Client, and if you create any tests, specifications, criteria lists, or other proprietary programs for use on the Platform to evaluate or otherwise select independent contractor Proxies ("Client Proprietary Materials"), such Client Proprietary Materials will be treated as confidential information of the Client. ProxyPics agrees to maintain the confidentiality of Client Proprietary Materials and will not disclose, share, or make available such Client Proprietary Materials to other Clients or third parties without the Client's prior written consent, except as required by law or as reasonably necessary to operate the Platform and facilitate the Services requested by that Client.
Feedback, ratings, and performance metrics are Platform features intended to support marketplace trust, fraud prevention, and Client decision-making, and are not intended to establish supervision, direction, or control over the manner and means by which independent contractor Proxies perform Services.

Customer Service. ProxyPics provides customer service features through the Platform to address issues relating to use of the Site, App, and Platform functionality. ProxyPics will have sole discretion regarding all such customer service matters. Customer service provided by ProxyPics pertains exclusively to Platform features and does not constitute supervision or control of independent contractor Proxies or their Services.

Disputes between Clients and Proxies. Your use of the Platform is at your own risk. ProxyPics is a technology company that operates the Platform to connect Clients with independent contractor Proxies; ProxyPics is not a party to the service relationship between Clients and Proxies. The Platform provides dispute resolution features that ProxyPics may use to facilitate resolution of disputes between participants related to or arising out of the Services or any transaction, but only to the level deemed necessary by ProxyPics in its sole discretion.

Access Issues / Proof of Attempt. If an independent contractor Proxy is unable to complete Services due to denied access, unsafe conditions, incorrect Client-provided information, interference by third parties, or other circumstances outside the Proxy's reasonable control, the Platform provides reporting features for Proxy to submit proof of attempted completion in accordance with Policies (e.g., geo-tagged photo evidence, access notes, and time of attempt). Through the Platform, ProxyPics and/or the Client may approve rescheduling, revised scope, or cancellation. Payment eligibility for attempted Services will be governed by the Client order requirements and applicable Policies.

On-Site Personnel Restriction. Only the independent contractor Proxy assigned to the order through the Platform is permitted to perform Services on-site. No additional individuals, including but not limited to adults, children, assistants, or guests, may accompany the Proxy or perform any portion of the Services unless explicitly authorized in writing by ProxyPics. Any violation of this requirement may result in immediate removal from the Platform.

No Subcontracting or Account Sharing. Independent contractor Proxies may not assign, delegate, subcontract, or otherwise transfer any accepted Service to any third party. The Proxy registered to the account must personally perform all Services. Account sharing is strictly prohibited, and Proxies may not allow any other individual to access, use, or operate their account for any reason. Any violation may result in immediate suspension or removal.

Impersonation or Misrepresentation. Proxies may not impersonate any other individual, misrepresent their identity, qualifications, credentials, or affiliation, or provide false account information. Any such behavior may result in immediate suspension or permanent removal from the Platform.

Device and Location Integrity. Proxies may not use any software, tools, or methods to manipulate, falsify, or spoof location data, timestamps, or device information. This includes but is not limited to GPS spoofing, VPN masking for location misrepresentation, or altered metadata. Any violation may result in immediate removal and forfeiture of eligibility for future work.

Safety and Legal Access. Independent contractor Proxies shall not trespass, force entry, break locks, ignore posted restrictions, or violate site rules to complete Services. As an independent contractor, Proxy is solely responsible for determining whether access is lawful and safe. Proxy may decline, stop, or abandon a Service if conditions appear unsafe or unlawful, without penalty or adverse consequence.

Client-Provided Information. ProxyPics is a technology company that provides the Platform and is not responsible for the accuracy of Client-provided information including addresses, access details, contact information, or scope requirements. Independent contractor Proxies agree to report inaccuracies through the Platform when discovered.

Use of Site and App. You agree that you will use the Platform only as contemplated hereby, not for any other purpose, and at all times in compliance with all applicable laws. Any misuse of the Platform, which includes abuse of the system, inappropriate photos, or trying to spoof your location, will result in your removal from the independent contractor Proxy network. You acknowledge and agree that ProxyPics is a technology company that provides the Platform and is not responsible for your use of the Site or the App in violation of any applicable law.

4. PAYMENT SERVICES

Payment Processing Services. ProxyPics is a technology company that operates the Platform. As part of the Platform's functionality, ProxyPics (or its Affiliates or third-party payment service providers) offers payment processing services to facilitate payments made by Clients to independent contractor Proxies (the "Payment Service"). The Payment Service is a Platform feature designed to streamline transactions between Clients and independent contractor Proxies. Client payments made through the Payment Service are received by ProxyPics or its Affiliates on behalf of independent contractor Proxies, and may be disbursed only in accordance with the terms outlined below. The provision of Payment Services does not create an employment relationship between ProxyPics and any Proxy; all Proxies remain independent contractors.

Payment Upon Service Completion. The Platform automatically initiates payment processing once an independent contractor Proxy has submitted a project. The Client will be billed immediately upon submission of the Services by the Proxy. Each completed project will represent a single transaction. A refund/credit will be given only if the Client follows the Platform's dispute resolution process referred to above.

Prepaid Jobs. The Platform offers a prepayment feature that permits Clients to prepay for work they intend on acquiring through the Services by funding ProxyPics Prepaid Jobs ("Prepaid Jobs") with a credit card or via funding a prepaid account. The amount of Prepaid Jobs funded must be at least equal to the total amount that will be owed to independent contractor Proxies upon completion and acceptance of the Services and any amounts payable to ProxyPics in connection with Client's use of the Platform. If the Prepaid Jobs are purchased with proceeds from a bank account, the Prepaid Jobs may not be available for use for up to four (4) days before such funds are available for disbursement to an independent contractor Proxy's Payment Account (defined below). As described above, the Payment Service will debit the amount owed to each independent contractor Proxy from the Client's Payment Account, and credit each Proxy's Payment Account that amount.

Disbursement of Funds to Independent Contractor Proxies: When independent contractor Proxies register with the App, they are automatically registered with ProxyPics. The Platform automatically establishes a payment account ("Payment Account") in conjunction with their registration on the Platform. Independent contractor Proxies may disburse funds from their Payment Account to the account provided upon registration. Funds will only be disbursed in compliance with applicable laws and regulations, including without limitation the United States Patriot Act and the regulations of the Office of Foreign Assets Control. ProxyPics is under no obligation to disburse funds from an independent contractor Proxy's Payment Account more than two years after the original transaction date, if no request for such disbursement exists. Funds not withdrawn may be handled in accordance with applicable unclaimed property laws. ProxyPics may assess a reasonable administrative fee for long-term inactive accounts only where permitted by law and disclosed in the Policies. ProxyPics may suspend, restrict, or close a Payment Account to comply with law, prevent fraud, enforce Platform integrity, or address suspected violations of this Agreement or Policies. For tax purposes, independent contractor Proxies are responsible for reporting all earnings received through the Platform; ProxyPics will issue IRS Form 1099 where required by law.

Authorizations for Your Account. If you are an independent contractor Proxy, you hereby authorize ProxyPics and its Affiliates, and any third-party service providers or agents acting on their behalf, to debit or credit your Account as applicable, (i) to transfer, disburse, or process other payment transactions associated with the Services; and (ii) to settle payment for any fees that may be charged under this Agreement. In the event there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your Account or your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit any Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-Enabled Bank Account you have (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from the funds in your Payment Account). Your authorizations will remain in full force and effect until we receive written notification from you of any termination. Any termination will become effective as soon as we have had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by us in accordance with Section 12(e). These payment authorizations relate solely to the Platform's Payment Service features and do not alter the independent contractor relationship between Proxies and ProxyPics or between Proxies and Clients.

Restrictions and Limitations. The Platform includes security and fraud prevention features that allow ProxyPics to terminate or suspend any Payment Account, or to delay the availability of any Prepaid Jobs, transfer, or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Client or independent contractor Proxy is in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to independent contractor Proxies of any amounts held in a Client's Prepaid Job account for up to three (3) Business Days (as defined below) following any purchase. Other than a credit to an independent contractor Proxy's Payment Account for Services rendered by such Proxy, amounts held in Payment Accounts cannot be transferred to other Clients or Proxies. If ProxyPics terminates this Agreement because you have violated this Agreement or any of the Policies then (i) any Services that have been completed by independent contractor Proxies will be deemed completed and the applicable payments will be remitted to the Proxies and deducted from your Prepaid Jobs balance and (ii) ProxyPics may apply any remaining Prepaid Jobs balance to outstanding fees, chargebacks, disputes, refunds, administrative costs, or other amounts owed to ProxyPics and/or independent contractor Proxies in connection with Services, and any remaining balance will be handled in accordance with applicable law and Policies.

Our Liability. ProxyPics is a technology company, and we (and our Affiliates or third-party payment service providers) act only in the capacity of a payment processor and marketplace in facilitating the transactions between Clients and independent contractor Proxies through the Platform. We are not otherwise involved in the actual transactions or the service relationship between Clients and independent contractor Proxies. We will only be responsible for initiating transactions and the transfers or disbursements at the direction of Clients and independent contractor Proxies through the Platform. We will be entitled to rely on the instructions of Clients and independent contractor Proxies without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to:

  • a. If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction;
  • b. If you do not have enough available funds in your Prepaid Job account or in your Payment Account to complete the applicable transaction;
  • c. If circumstances beyond our control (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions we have taken;
  • d. If your transaction is intercepted by legal process or other encumbrances restricting transfer, or your participation in the Platform has been terminated or suspended for security purposes;
  • e. If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized; or
  • f. If you have not provided us with correct, current, and complete payment information.

Statements and Account Balances. The Platform provides account management features that reflect all purchases of any Prepaid Jobs, payments made to independent contractor Proxies, or other payment transactions occurring with respect to a Payment Account. In addition, you may access your transaction information (your "Activity History") through the Platform at any time. You may access this feature only with a device and browser that is compatible with the Platform, including any security features that are part of the Platform. Interest will not be paid on Prepaid Jobs or any amounts held in Payment Accounts.

Transaction Errors. The Platform includes customer support features to address payment concerns. If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible through the Platform.

5. COMPLIANCE WITH LAWS

General Compliance Responsibility. ProxyPics is a technology company that provides the Platform to connect Clients with independent contractor Proxies. As independent contractors operating their own independent businesses, Proxies are solely responsible for compliance with all applicable laws, regulations, and professional requirements in connection with the performance of Services. ProxyPics does not supervise, direct, or control how independent contractor Proxies perform Services or comply with legal obligations.

Licensing and Credential Representations. If an independent contractor Proxy represents that they hold a professional license or certification (including notary commission, appraisal license, drone certification, contractor license, or similar), Proxy represents and warrants that such license is valid, current, and applicable in the jurisdiction where the Services are performed. As an independent contractor, Proxy is solely responsible for obtaining, maintaining, and complying with all professional rules, continuing education, and scope-of-practice requirements associated with any such license or certification. ProxyPics, as a technology company, does not verify, validate, or guarantee the accuracy or currency of any Proxy's professional credentials unless explicitly stated within the Platform.

Notary Services. If a Service request involves notarization, independent contractor Proxy agrees that notarization must be performed strictly in accordance with applicable state law and professional standards. ProxyPics is a technology company that provides the Platform to facilitate connections between Clients and independent contractor Proxies; ProxyPics does not direct how notarization is performed and does not control notary procedures, identity verification methods, or recordkeeping. Independent contractor Proxies performing notary services do so in their personal professional capacity, not as employees or agents of ProxyPics.

Taxes. As an independent contractor, you agree that it is your sole responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, self-employment taxes, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for, or performance of Services, or your use of the Platform, or otherwise in connection with any action, inaction, or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You acknowledge that, as an independent contractor, ProxyPics will not withhold income taxes, Social Security, Medicare, or any other payroll taxes from payments made to you through the Platform. You agree to provide ProxyPics and its Affiliates with certain tax information upon request, including information required for IRS Form 1099 reporting. YOU ALSO AGREE THAT PROXYPICS IS A TECHNOLOGY COMPANY AND THAT PROXYPICS AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION OR ANY INDEPENDENT CONTRACTOR PROXY'S EARNINGS.

Registrations. As an independent contractor operating your own independent business, you agree that it is your sole responsibility to determine whether and to what extent any permits, registrations, business licenses, authorizations, or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services ("Permits"). ProxyPics is a technology company that provides the Platform and does not provide legal, tax, or regulatory advice. YOU ALSO AGREE THAT PROXYPICS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION OR TO ANY INDEPENDENT CONTRACTOR PROXY'S BUSINESS OPERATIONS.

6. DISCLOSURE OF INFORMATION; CONFIDENTIALITY; PRIVACY

Our Use of Data and Communications. Our Privacy Policy and this Agreement describe our collection, use, and disclosure of information associated with, including how we handle personal information. In addition to the disclosures described in our Privacy Policy, we may disclose to ProxyPics Affiliates your name, address, and data on Jobs you have completed for tax purposes. "Proxy Tax Information" means tax identification information of Proxies, such as a Employer Identification Number, may be required if requested by ProxyPics or its Affiliates. Proxy Tax Information is used to fill out an IRS Form 1099 to send to applicable Proxies. You hereby consent to disclosure of Proxy Tax Information, Client Tax Information, and other data as described in this Section 6 and our Privacy Policy.

Your Use of Data and Communications. You may use information or other data acquired from your use of the Site and/ or App solely to the extent necessary for you to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.

Press Releases and Public Disclosures. You may generally publicize your use of the Platform, however you may not issue any press release or make any public announcement with respect to ProxyPics the App or the Site, without ProxyPics's express prior written consent.

7. NO WARRANTIES

THE PAYMENT SERVICE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXYPICS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

THAT THE PAYMENT SERVICE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED WILL BE AS REPRESENTED BY CLIENTS OR PROXIES, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR PROXIES WILL PERFORM AS PROMISED; OR

ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8. GENERAL RELEASE

BECAUSE PROXYPICS IS A TECHNOLOGY COMPANY THAT PROVIDES THE PLATFORM AND IS NOT INVOLVED IN THE ACTUAL SERVICE RELATIONSHIP OR TRANSACTIONS BETWEEN CLIENTS AND INDEPENDENT CONTRACTOR PROXIES OR OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE PROXYPICS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, INDEPENDENT CONTRACTOR PROXIES, OR OTHER USERS OF THE PLATFORM. FURTHERMORE, AS AN INDEPENDENT CONTRACTOR PROXY, YOU ACKNOWLEDGE AND AGREE THAT, BY UNDERTAKING TO PERFORM SERVICES HEREUNDER, YOU ARE OPERATING YOUR OWN INDEPENDENT BUSINESS, YOU ASSUME ALL RISK OF AND TAKE FULL RESPONSIBILITY FOR YOUR ACTS AND OMISSIONS IN PERFORMING THE SERVICES, AND YOU HEREBY RELEASE PROXYPICS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS, AND REPRESENTATIVES) FROM ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR PERFORMANCE OF THE SERVICES AS AN INDEPENDENT CONTRACTOR.

9. INDEMNITY; LIMITATION OF LIABILITY

Indemnity and Defense. You acknowledge that ProxyPics is a technology company that provides the Platform to connect Clients with independent contractor Proxies, and that ProxyPics does not control the manner and means by which independent contractor Proxies perform Services. You will indemnify and hold harmless ProxyPics and its Affiliates (and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Platform; and/or (iv) if you are an independent contractor Proxy, any claims arising from your performance of Services, including but not limited to claims related to your independent contractor status, tax obligations, professional licensing, or the manner in which you performed Services.

Limitation of Liability. PROXYPICS IS A TECHNOLOGY COMPANY THAT PROVIDES THE PLATFORM TO FACILITATE CONNECTIONS BETWEEN CLIENTS AND INDEPENDENT CONTRACTOR PROXIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXYPICS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE SITE, THE APP, THE PAYMENT SERVICE, THE SERVICES PERFORMED BY INDEPENDENT CONTRACTOR PROXIES, THE INABILITY TO USE THE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROXYPICS OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY PROXYPICS IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES THROUGH THE PLATFORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. YOU ACKNOWLEDGE THAT PROXYPICS DOES NOT EMPLOY INDEPENDENT CONTRACTOR PROXIES AND DOES NOT CONTROL THE MANNER AND MEANS BY WHICH THEY PERFORM SERVICES.

10. APPLICABLE LAW; DISPUTE RESOLUTION; ARBITRATION

Governing Law.The Platform is operated by ProxyPics, a technology company, from the state of Illinois, USA. Except as otherwise required by applicable law, the laws of the state of Illinois govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Notwithstanding the foregoing, the enforceability of this arbitration provision shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16, to the fullest extent permitted by law.
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Agreement to Arbitrate.You and ProxyPics mutually agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, the Payment Service, the relationship between you and ProxyPics (including the classification of independent contractor Proxies or the nature of the relationship between ProxyPics and any Proxy), or the termination of the relationship between you and ProxyPics (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in court, except as otherwise provided herein. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to:
a. Claims arising out of or relating to any aspect of the relationship between you and ProxyPics, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
b. Claims that arose before the existence of this or any prior agreement between you and ProxyPics;
c. Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
d. Claims that may arise after the termination of this Agreement.

Exceptions to Arbitration. Notwithstanding the foregoing, the following Disputes are excluded from this arbitration provision:
a. Either party may seek injunctive or other equitable relief in any state or federal court in Illinois or California to protect its intellectual property rights, confidential information, or to prevent irreparable harm pending arbitration;
b. Either party may bring an individual action in small claims court for Disputes within the scope of that court's jurisdiction, provided that the action remains in small claims court and is not removed or appealed to a court of general jurisdiction;
c. Claims for workers' compensation benefits, state disability insurance, or unemployment insurance benefits, to the extent such claims are not subject to arbitration under applicable law;
d. Claims that cannot be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. § 5567) or as otherwise prohibited by applicable federal law;
e. Sexual assault and sexual harassment claims, to the extent prohibited from mandatory arbitration under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (9 U.S.C. § 401 et seq.) or other applicable law; and
f. Representative claims under California's Private Attorneys General Act ("PAGA"), Labor Code § 2698 et seq., to the extent such representative claims cannot be waived under applicable law; provided, however, that individual PAGA claims may be arbitrated to the fullest extent permitted by law.

Pre-Arbitration Dispute Resolution. Before initiating arbitration, you and ProxyPics agree to first attempt to resolve any Dispute informally for at least thirty (30) days. The informal dispute resolution process begins when one party sends the other a written notice of the Dispute ("Notice of Dispute"). The Notice of Dispute must: (i) include the claimant's name, address, and contact information; (ii) describe the nature of the Dispute and the relief sought; and (iii) be sent by email to the other party (to ProxyPics at the email address published on the Site, or to you at the email address associated with your account). If the Dispute is not resolved within thirty (30) days after receipt of the Notice of Dispute, either party may proceed to arbitration. Compliance with this pre-arbitration dispute resolution process is a condition precedent to initiating arbitration. The statute of limitations and any filing fee deadlines shall be tolled during this informal dispute resolution process.

Arbitration Rules and Procedures. Any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures ("JAMS Rules"), as modified by this Agreement. The JAMS Rules are available at www.jamsadr.com or by calling JAMS at 1-800-352-5267. If JAMS is not available to arbitrate, the parties shall select an alternative arbitration forum, and if they cannot agree, either party may ask a court to appoint an arbitrator pursuant to 9 U.S.C. § 5. The following rules shall apply:
a. Neutral Arbitrator. The arbitration shall be conducted by a single, neutral arbitrator who is a retired judge or an attorney licensed to practice law in the state where arbitration is held, with experience in the law underlying the Dispute. The arbitrator shall be selected in accordance with the JAMS Rules.
b. Location. Unless the parties mutually agree otherwise, the arbitration shall take place in the county where you reside (or, if you reside outside the United States, in Chicago, Illinois), or may be conducted by telephone, videoconference, or based on written submissions, at your election.
c. Discovery. The parties shall be entitled to adequate discovery, including at a minimum: (i) the exchange of witness lists and copies of documentary evidence upon which each party intends to rely; (ii) depositions of party witnesses and relevant third-party witnesses; and (iii) written discovery requests (interrogatories, requests for production, and requests for admission) reasonably necessary to prepare for arbitration. The arbitrator shall have authority to permit additional discovery upon a showing of need.
d. Hearing. The arbitrator shall conduct a hearing at which both parties shall have the opportunity to present evidence and testimony, examine witnesses, and make arguments.
e. Written Decision. The arbitrator shall issue a written decision that includes the essential findings and conclusions upon which the arbitrator based the award, including the calculation of any damages awarded. The arbitrator's decision and award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
f. Remedies. The arbitrator shall have the authority to award any remedies, including injunctive relief, that would be available in a court of competent jurisdiction under applicable law. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law.
g. Confidentiality. The parties agree that the arbitration proceedings, including any discovery, submissions, and the arbitrator's decision and award, shall be kept confidential, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.

Arbitration Fees and Costs. ProxyPics will pay all JAMS filing, administration, and arbitrator fees for any arbitration that ProxyPics initiates. If you initiate arbitration, you shall pay the initial filing fee required by JAMS (or any equivalent filing fee of an alternative arbitration forum), except that if you demonstrate financial hardship, ProxyPics will consider a request to pay the filing fee on your behalf. ProxyPics shall pay all other JAMS administration and arbitrator fees, as well as costs unique to arbitration (as opposed to costs that you would incur in court litigation). Each party shall bear its own attorneys' fees and costs, except as otherwise provided by applicable law or as awarded by the arbitrator.

CLASS ACTION AND JURY TRIAL WAIVER.
a. Jury Trial Waiver. YOU AND PROXYPICS ACKNOWLEDGE AND AGREE THAT EACH IS WAIVING THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.
b. Class Action Waiver. YOU AND PROXYPICS AGREE THAT DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSIDER OR AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTY SEEKING RELIEF. This class action waiver does not apply to representative claims brought under California's Private Attorneys General Act ("PAGA"), Labor Code § 2698 et seq., to the extent such representative claims cannot be waived under applicable law.
c. Severability of Class Action Waiver. If the class action waiver in this Section is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed and may proceed in a court of competent jurisdiction, and the remaining claims shall be arbitrated.

Opt-Out Right. You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to ProxyPics at the email address published on the Site within thirty (30) days of first accepting this Agreement. Your notice must include your name, address, the email address associated with your Platform account, and an unequivocal statement that you want to opt out of this arbitration provision. If you opt out of this arbitration provision, ProxyPics also will not be bound by it with respect to Disputes with you. Opting out of the arbitration provision will not affect any other terms of this Agreement. If you do not opt out within the thirty (30) day period, you will be deemed to have agreed to this arbitration provision.

Modification of Arbitration Provision If ProxyPics makes any material change to this arbitration provision (other than a change to the notice address or the arbitration forum), you may reject the change by sending us written notice within thirty (30) days of the change to the email address published on the Site. If you reject a material change, you will continue to be bound by the arbitration provision in effect immediately prior to the change.

Independent Contractor Classification Disputes. For the avoidance of doubt, any Dispute regarding the classification of independent contractor Proxies, including any claim that a Proxy is or was an employee of ProxyPics or any Client, shall be subject to the arbitration provisions of this Section, to the fullest extent permitted by applicable law. ProxyPics is a technology company that provides the Platform; all Proxies are independent contractors who operate their own independent businesses and are not employees of ProxyPics.

Enforceability. If any portion of this Section 10 is found to be unenforceable, the remaining portions shall remain in full force and effect. If the entire arbitration provision is found to be unenforceable, the parties agree that any Disputes shall be resolved exclusively in the state or federal courts located in Cook County, Illinois (or, for California residents, in the state or federal courts located in the county where you reside), and you and ProxyPics consent to personal jurisdiction in such courts.

Voluntary Agreement. By using the Platform, you acknowledge that you have read and understood this arbitration provision, that you have had the opportunity to consult with an attorney regarding this provision, and that you voluntarily agree to be bound by its terms. You further acknowledge that this arbitration provision is a material term of this Agreement and that your agreement to arbitrate Disputes is given in exchange for ProxyPics allowing you to access and use the Platform.

11. TERMINATION

Termination by You. You may at any time elect to stop using the Platform, provided that in discontinuing any Site or App activities, you must use ProxyPics's standard functionality and further must abide by all applicable ProxyPics Policies and other published procedures and guidelines.

Termination by ProxyPics. ProxyPics, as a technology company providing the Platform, in its sole discretion, may terminate this Agreement, suspend access to the Platform, or remove any Service listings immediately without notice for any reason.

Performance and Communication Standards. to the Platform, or terminate this Agreement, at its sole discretion, including but not limited to:
• repeated quality issues or poor performance;
• failure to follow instructions or Platform requirements;
• lack of communication or responsiveness;
• missed appointments or failure to complete accepted Services; or
• unprofessional, unsafe, or inappropriate conduct.
ProxyPics may take such actions without prior notice.

Effect of Termination on Independent Contractor Status. Termination of this Agreement or suspension of Platform access does not affect the classification of Proxies as independent contractors during the period in which Services were performed. Any amounts owed to independent contractor Proxies for completed Services at the time of termination shall be paid in accordance with Section 4 and applicable Policies.

No Guaranteed Access. ProxyPics does not guarantee any independent contractor Proxy continued access to the Platform or any minimum volume of Service requests. Termination or suspension of Platform access does not constitute termination of employment, as no employment relationship exists between ProxyPics and any Proxy.

12. GENERAL PROVISIONS

Entire Agreement. This Agreement and the general terms and conditions, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. This Agreement governs your use of the Platform provided by ProxyPics as a technology company and, if you are a Proxy, confirms your status as an independent contractor.

Independent Contractor Acknowledgment. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between ProxyPics and any Proxy. ProxyPics is a technology company that provides the Platform; all Proxies are independent contractors who operate their own independent businesses.

Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.

Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. If any provision relating to the independent contractor status of Proxies is deemed unenforceable, the parties agree that such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties that Proxies are independent contractors and not employees.

No Waiver. We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. ProxyPics's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of ProxyPics's right to subsequently enforce such provision or any other provisions of this Agreement.

Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Platform. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.

Platform Modifications. ProxyPics, as a technology company, reserves the right to modify, update, or discontinue any features or functionality of the Platform at any time without notice. Such modifications do not alter the independent contractor relationship between ProxyPics and Proxies.

Survival. The provisions of this Agreement relating to independent contractor status, indemnification, limitation of liability, release, intellectual property, confidentiality, and any other provisions that by their nature should survive termination shall survive the termination or expiration of this Agreement.

Last Update: April 22, 2026