Contractor Agreement

This Contractor Agreement is part of the Contractor Contract (defined below) between the Contractor and Filmless, Inc. (“Filmless”), effective upon Contractor’s acceptance of a Job on the Site. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Filmless Terms of Service. Capitalized terms not defined in this Services Agreement are defined in the Filmless Terms of Service.

This Services Agreement is effective as of March 1, 2021.

CONTRACTOR CONTRACT

Upon an extension of an offer to contract for a Job and Contractor’s acceptance of a Job, Contractor agrees to deliver the Contractor Services in accordance with the following agreements (collectively, the “Contractor Contract”): (1) the Terms of Service; (2) the Job Terms, as accepted on the Site; and (3) this Contractor Services Agreement.

RESPONSIBILITIES AND PERFORMANCE

Filmless shall make a final acceptance for satisfactory Contractor Services in accordance with the Contractor Contract in a timely and professional manner. Contractor is responsible for the performance and quality of the Contractor Services in accordance with the Contractor Contract in a timely and professional manner, consistent with industry practice. The manner and means that Contractor chooses to perform the Job are within Contractor’s sole discretion and control. Contractor shall have sole control over where, when and how the Contractor Services are performed. In performing the Job, Contractor agrees to provide its own equipment, tools, and other materials at its own expense. Filmless and Contractor each covenant and agree to act with good faith and fair dealing in performance of the Contractor Contract.

DURATION OF SERVICES

The performance of the Contractor Services under the Contractor Contract commences and terminates on the dates specified in the Job Terms, unless both Contractor and Filmless otherwise agree and Contractor or Filmless edits the Job deadline on the Site.

A Contractor assigned to a particular Job shall be required to perform edits to a Submission twice, unless, in Filmless’s sole discretion, the submission cannot be used, the Contractor has had repeated failed edit attempts in the past, or if the Buyer does not have any edits to the first or second Submission. In the event that a submission requires edits, the first and/or second Submission shall be returned to the Contractor with comments, edits or any remarks in order to allow a Contractor to make updates to each submission.

INDEPENDENT CONTRACTOR RELATIONSHIP

Contractor is: (a) not the agent of Filmless; (b) not authorized to make any representation, contract, or commitment on behalf of Filmless, including contacting Filmless Clients; (c) not entitled to any of the benefits that Filmless makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Contractor’s performance of services and receipt of fees under the Contractor Contract.

Contractor has the right to be employed by, contract with or otherwise perform similar services for other individuals or entities (specifically including direct competitors of Filmless) during the term of this Agreement. In doing so, Contractor shall not make use of, or disclose, directly or indirectly, any confidential or proprietary information of Filmless or its clients or Buyers. Contractor shall have the right at all times to decline to provide services. Contractor shall furnish and maintain at its expense all certifications, licenses, continuing education, equipment and materials used to provide the Services, including, but not limited to a telephone, computer equipment, and high-speed internet access. Contractor is solely and exclusively liable for complying with all applicable state, federal and international laws, including laws governing self-employed individuals, and other contributions based on fees paid to Contractor under the Contractor Contract. Filmless will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Contractor’s behalf. Contractor hereby agrees to indemnify and defend Filmless against any and all such taxes or contributions, including penalties and interest. Upon execution of this Agreement, Contractor shall provide a completed W-9 to Filmless and shall provide same for any year during which he or she is covered by any extension or renewal of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

Ownership of Job and Intellectual Property: Contractor agrees that each Submission is a work made for hire. Upon Contractor’s Submission of a Job, any Intellectual Property Rights in the Submission will be the sole and exclusive property of Filmless, and Filmless will be deemed to be the author thereof. If Contractor has any rights to such Intellectual Property Rights that are not owned by Filmless upon Contractor’s Submission, Contractor hereby automatically irrevocably assigns to Filmless all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Contractor retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of Filmless’s ownership in such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Submission.

License to or Waiver of Other Rights: If Contractor has any right to such Intellectual Property Rights in the Submission that cannot be assigned by Contractor, Contractor hereby automatically upon receipt of payment from Filmless unconditionally and irrevocably grants to Filmless during the term of such rights, an exclusive, even as to Contractor, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.

CONTRACTOR REPRESENTATIONS AND WARRANTIES

Contractor hereby represents and warrants that (a) the Submission will be an original work of Contractor and Contractor will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Submission; (b) the Submission will fully conform to the requirements and terms set forth on the Site and in the Contractor Contract; (c) neither the Submission nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Job nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Contractor will not grant, directly or indirectly, any rights or interest whatsoever in the Submission to third parties; (f) Contractor has full right and power to enter into and perform the Contractor Contract without the consent of any third party; (g) Contractor will comply with all laws and regulations applicable to Contractor’s obligations under the Contractor Contract; (h) Contractor is solely responsible for the acquisition and payment of any and all third-party clearances, permissions, fees, and licenses that are necessary in connection with Contractor Services including with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials; (i) Contractor shall perform the services in a professional manner and all Submissions or Jobs shall use proper English spelling, proper grammar and punctuation and shall contain factually correct statements. , In addition, Contractor will verify all facts in each Submission. Contractor agrees that Contractor will not hold himself, herself or itself out as being an employee of Filmless or its clients or buyers to any third party, including, but not limited to, any state unemployment agency. Contractor agrees that he, she or it is an independent contractor with respect to all Services provided pursuant to this Agreement.

INDEMNIFICATION

Contractor will defend, indemnify, and hold harmless Filmless, its affiliates, licensees (in particular, any Buyers that contracted with Filmless for the Job concerning the Submission at issue), directors, employees, agents and advisors against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Filmless (i) alleging that any Submission that Contractor delivers pursuant to the Contractor Contract or the Job infringes upon any Intellectual Property Rights (provided, however, the infringement claim does not pertain to revisions to the Submission performed by Filmless or others); (ii) alleging that any Submission that Contractor delivers pursuant to the Contractor Contract misappropriates any trade secret, of any third party; [iii] any activity performed by Contractor under this Agreement of in performance of the Services, or (iv) arising from Contractor’s breach of the terms of this Agreement.

TERMINATION

Termination with Cause. Either party has the right to terminate the Contractor Contract in connection with a Job immediately in the event that the other party has materially breached the Contractor Contract and fails to cure such breach within fifteen (15) days of receipt of notice sent by the non-breaching party, setting forth in reasonable detail the nature of the breach. Filmless may also terminate the Contractor Contract immediately in its sole discretion in the event of an assigned Contractor’s material breach of the Sections titled “Intellectual Property Rights,” “Contractor Representations and Warranties,” and “Confidential Information.”

Survival. In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Contractor Contract: Sections titled “Intellectual Property Rights,” “Confidential Information,” “Contractor Representations and Warranties,” “Indemnification,” “Return of Property,” “Survival,” “Exclusion and Limitations of Liability,” “Arbitration Agreement” and “General Provisions.”

ARBITRATION AGREEMENT

Contractor and Filmless agree and acknowledge that they will utilize final and binding arbitration to resolve all disputes that may arise out of or relate to this Agreement, the Services and Contractor’s relationship with Filmless, including retroactively requiring the use of arbitration for any dispute that may have arisen from the time that Contractor began providing services to Filmless. Both Filmless and Contractor agree that any claim, dispute, and/or controversy that either Contractor may have against Filmless (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans) or Filmless may have against Contractor, arising from, related to, or having any relationship or connection whatsoever with Contractor’s contract relationship with Filmless, including the classification of Contractor as an independent contractor shall be submitted to and determined exclusively by binding arbitration. This Arbitration Agreement is governed by the Federal Arbitration Act, and Contractor acknowledges that this Agreement evidences a transaction in commerce.

CONTACTING US

If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to info@filmless.com and if you need an address use: 2 Embarcadero Center, Floor 8, San Francisco, CA 94111