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VOS Contractor Terms

These Contractor Terms (“Agreement”) set forth the terms and conditions that govern the relationship between VOS|Virtual Operative Services OÜ (“VOS”) and any individual or entity that performs services for or on behalf of VOS (“Contractor”). By performing services for or on behalf of VOS, Contractor agrees to be bound by the terms of this Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter of this Agreement.

Services
Contractor agrees to provide the services (“Services”) as described in the applicable statement of work, purchase order or other similar document (the “Work Order”) entered into by and between VOS and Contractor. Contractor shall perform the Services in a professional and timely manner, in accordance with the specifications and requirements set forth in the Work Order.

Compensation
In consideration of the Services to be performed by Contractor, VOS shall pay Contractor the fees set forth in the Work Order. All fees payable to Contractor hereunder are exclusive of any taxes, duties, levies, fees or other similar charges, and Contractor shall be solely responsible for payment of all such amounts.

Intellectual Property
Contractor acknowledges and agrees that all right, title and interest in and to any materials created by Contractor in connection with the Services (“Work Product”), including any intellectual property rights therein, shall vest exclusively in VOS. Contractor hereby assigns and agrees to assign all such right, title and interest to VOS.

Confidentiality
Contractor shall maintain the confidentiality of all confidential information disclosed by VOS in connection with the Services (“Confidential Information”). Contractor shall use Confidential Information solely for the purpose of performing the Services and shall not disclose Confidential Information to any third party without the prior written consent of VOS. The provisions of this Section shall survive termination of this Agreement.

Representations and Warranties
Contractor represents and warrants that (i) it has the necessary skills, expertise and resources to perform the Services, (ii) it shall perform the Services in a professional and workmanlike manner, (iii) the Services shall not infringe any third-party intellectual property rights, and (iv) it shall comply with all applicable laws and regulations in performing the Services.

Indemnification
Contractor shall indemnify, defend and hold harmless VOS and its affiliates, officers, directors, employees, agents and contractors from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with any breach of this Agreement by Contractor, any negligent or willful act or omission of Contractor, or any claim that the Services infringe any third-party intellectual property rights.

Term and Termination
This Agreement shall commence on the date that Contractor first performs any Services for VOS and shall continue until terminated by either party. Either party may terminate this Agreement at any time upon written notice to the other party. In the event of termination, Contractor shall immediately cease performing any Services and shall return all Confidential Information and any other materials or property provided by VOS.

Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. Any legal action arising out of or in connection with this Agreement shall be brought in the state or federal courts located in Tallinn, Harju Country, Estonia.

Miscellaneous
This Agreement may not be assigned or transferred by Contractor without the prior written consent of VOS. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, understandings or agreements, whether oral or written, relating to the subject matter

Payment Terms: The Contractor shall receive payment as per the terms agreed upon in the Service Agreement.

Confidentiality: The Contractor acknowledges that in the course of providing services to the Company, the Contractor may have access to confidential information. The Contractor agrees to keep all such information confidential and not to disclose it to any third party without the prior written consent of the Company.

Termination: The Company may terminate the Contractor’s engagement at any time, with or without cause, upon notice to the Contractor.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is located.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.

Amendments: This Agreement may not be amended or modified except in writing signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

Assignment: The Contractor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

Independent Contractor: The Contractor is an independent contractor and is not an employee or agent of the Company. The Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations related to compensation received under this Agreement.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses set forth in the Service Agreement or to such other address as the parties may designate by written notice.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.