DATA COMPASS USER AGREEMENT

This Data Compass User Agreement (the "Agreement") is a contract between you (the "User") and Data Compass, Inc., a Delaware corporation with its principal place of business at 1920 Zanker Road #20, San Jose, CA U.S.A. ("Data Compass", "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 website located at www.DataCompass.com (the "Site") and related software and services. Data Compass may amend this Agreement at any time by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date posted by Data Compass. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Data Compass 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 policies referred to herein, as such agreements and policies may be modified by Data Compass 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. Capitalized terms are defined throughout the Agreement and in Section 11.

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE ACCEPT BUTTON OR BY USING THE DATA COMPASS 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 DATA COMPASS 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 DATA COMPASS PLATFORM.

1.1 Purpose of the Data Compass Platform.

The Data Compass Platform allows Clients and Talent to identify each other and enables them to buy and sell Services online. Under this Agreement, Data Compass provides services to both Clients and Talent, including curating Clients and Talent, facilitating the formation of contracts between Clients and Talent, and the disbursement of payments related to those contracts. Clients review profiles of Talent and invite Talent to interview for jobs. Talent post profiles, apply to jobs, and respond to interview invitations. If a Client and Talent agree on engagement terms, a Service Contract is formed directly between such Client and Talent. When Users enter into a Service Contract, Talent uses the Data Compass Platform to invoice and Client uses the Data Compass Platform to pay amounts owed under the Service Contract.

1.2 Eligibility.

The Data Compass Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation 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 Commerce Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's 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. DATA COMPASS PAYMENT POLICIES

2.1 Data Compass Service Fees.

Client Fees: From time to time, Data Compass may offer benefits and other services to Clients that Client can choose to pay for at Client’s discretion. Some Client benefits may require opting-in to pay a Contingency Fee. Contingency Fees are due fifteen days from the Offer Acceptance Date, but can be paid in three equal monthly installments upon Client request. If a Contingency Fee is paid for Talent who either quits or is terminated for cause within 60 days of the Hire Date, Client will receive a platform credit equal to 100% of the Contingency Fee.

Talent Service Fees: In some circumstances, Data Compass charges Talent a fee (“Data Compass Fee”) for the use of the Data Compass Platform, through which Talent finds work engagements and invoices for their Services. Typically, this fee is equal to the greater of $500 per month or 20% of the Talent Fee, but it can be higher or lower in some circumstances, which are always disclosed in advance to Talent and Client.

2.2 Client Billing & Talent Disbursement.

Talent Fee monthly rates are agreed to by Client and Talent in the Service Contract.

Talent Services are billed each month to Client and retained or disbursed by Data Compass as follows: the Data Compass Fee is retained by Data Compass in consideration of the services provided by Data Compass.

Client will pay the monthly Talent Fee to Data Compass in advance no later than three (3) calendar days prior to the first day that Talent provides Services to Client and, thereafter, three (3) calendar days prior to the first day of the calendar month during which Services are to be performed. Data Compass will disburse the monthly amount of the Talent Fee to Talent, according to the payment instructions on file with Data Compass, within seven calendar days following the start of each calendar month for their Services in the prior month.

If Talent or Client terminates a Service Contract, Talent will be paid for any amount they are owed up until and including the Termination Date. The “Termination Date” is the last day that Talent provided Services to Client.

In the case of a termination, there may be money held by Data Compass that will not be earned by Talent or Data Compass. Data Compass will convert any such amounts in full to a credit for Client to be used on the Data Compass platform. Client credits expire one year from the date they become available for Client use.

2.3 Disintermediation.

Client shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Data Compass Platform. Any action that encourages or solicits complete or partial payment outside of the Data Compass Platform is a violation of this Agreement. Should a Client or Talent be found in violation of this section of this Agreement, it will owe Data Compass an amount with respect to each Service Contract equal to the greater of a) $10,000; or b) the applicable fees had the payments been processed through the Data Compass Platform, plus 18%.

2.4 Opt-Out.

Notwithstanding the provisions set forth above, Users may agree to provide or receive Services outside of the Data Compass Platform with Users identified through Data Compass. If the Services are rendered more than three (3) years after the Client identifies the Talent through Data Compass, no Data Compass Fees or opt-out provisions apply. If Services are rendered outside of Data Compass less than three (3) years after the Client identifies the Talent through Data Compass, payments for such Services will not be subject to the Data Compass Fees, provided that the Client pays Data Compass an "Opt-Out" amount in accordance with the procedure set forth below:

• Prior to contracting outside of Data Compass to receive Services from a User identified through the Data Compass system, the Client will notify Data Compass in writing of its intent to pay the Opt-Out fee in lieu of the Data Compass Fees.


• The Client will pay Data Compass the Opt-Out Fee. If the Opt-Out agreement is executed prior to the Hire Date, the Opt-Out Fee will be the Early Rate. In no circumstance, including those defined below in this section 2.4, can the Opt-Out fee be less than the Early Rate.
  
  If the Opt-Out Agreement is executed between one (1) and ninety (90) days following the Hire Date, the Opt-Out Fee will be the prorated amount between the Early Rate and the Standard Rate using calendar days since the Hire Date as the numerator and 90 as the denominator. By way of example, if the Early Rate is $10,000 and the Standard Rate is $19,000, and if 30 days have passed since the Hire Date, then the Opt-Out Fee will be $13,000.
  
  If the Opt-Out agreement is executed ninety-one (91) or more days after the Hire Date, the Opt-Out Fee will be the Standard Rate.
  
  Opt-out fees can be paid in equal installments over 3 months upon Client request.

2.5 Non-payment.

If Client fails to pay amounts due under this Agreement, whether by cancelling Client's credit card, initiating an improper chargeback, or any other means, Client's Data Compass account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Data Compass 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 attorneys' fees and other costs of collection as allowed by law. In its discretion, Data Compass may set-off amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

2.6 Hold on Funds.

In cases of fraud, abuse or violation of this Agreement, all monies due Talent may be held and/or reclaimed.

2.7 Enforcement of Agreement and Policies.

Data Compass has the right, but not the obligation, to suspend or cancel your access to the Data Compass 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 Data Compass's 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 Data Compass 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 Users or for Data Compass. Once suspended or terminated, you MAY NOT continue to use the Data Compass Platform under a different account or reregister under a new account. If you attempt to use the Data Compass 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 User account is canceled, you may no longer have access to any parts of the Data Compass Platform, including data, messages, files and other material you keep on the Data Compass Platform.

3. SERVICE CONTRACT TERMS BETWEEN CLIENT AND TALENT; WORKER CLASSIFICATION; COMPLIANCE.

3.1 Service Contract Terms.

If a Client and a Talent decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between Client and Talent. Client and Talent have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Data Compass is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Data Compass and any Talent or a partnership or joint venture between Data Compass and any User.

With respect to any Service Contract, Client and Talent may enter into any written agreements that they deem appropriate (e.g. confidentiality agreement, Property Rights assignment, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in such agreements that purports to expand Data Compass’s obligations or restrict Data Compass’s rights under this Agreement.

3.2 Termination of a Service Contract.

Client will notify Data Compass promptly of termination of any Service Contract using the “Contact Us” page inside the Data Compass platform. Such notice must be provided within five (5) calendar days of the Termination Date and will identify the Talent and the Termination Date. Data Compass will not invoice Client for Talent Fees under the Service Contract after receipt of notice of termination and Data Compass will credit any Talent Fees under the Service Contract then held by Data Compass when notice of termination is received as described in Section 2.2 (Client Billing & Talent Disbursement).

3.3 Worker Classification.

Client assumes all liability for proper classification of Talent as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Client and Talent. Talent acknowledges that Data Compass does not, in any way, supervise, direct, or control Talent's work or Services performed in any manner.

3.4 Records of Compliance.

Client and Talent each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations, and (ii) provide copies of such records to Data Compass upon request. Nothing in this provision should be construed as providing Data Compass with the right or obligation to supervise or monitor the actual Services performed by Talent.

4. ACKNOWLEDGMENTS BY USER OF DATA COMPASS'S ROLE.

4.1 Service Contracts.

User expressly acknowledges, agrees and understands that: (i) the Data Compass Platform is merely a venue where Users may act as Clients or Talent; (ii) Data Compass is not a party to any Service Contracts between Clients and Talent; (iii) User recognizes, acknowledges and agrees that User is not an employee of Data Compass and that Data Compass does not, in any way, supervise, direct, or control User's work or Services; (iv) Data Compass shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (v) Data Compass has no control over Talent or over the Services promised or rendered by Talent; and, (vi) Data Compass makes no guarantees as to the reliability, capability, or qualifications of any Talent or the quality, security or legality of any Services, and Data Compass disclaims any and all liability relating thereto.

4.2 Proprietary Rights.

Data Compass and its licensors reserve all Proprietary Rights in and to the Data Compass Platform. User may not use the Data Compass Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Data Compass reserves the right to withdraw, expand and otherwise change the Data Compass Platform at any time in Data Compass's sole discretion. User shall not be entitled to create any "links" to the Data Compass Platform, or "frame" or "mirror" any content contained on, or accessible through, the Data Compass Platform, on any other server or internet-based device.

4.3 Data Compass's Compensation.

All Data Compass Fees and other Data Compass services fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

5. INVOICES AND PAYMENT METHODS.

5.1 Formal Invoices and Taxes.

Data Compass shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Talent Fees. Instead, Talent shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Talent Fees and for issuing any invoices so required. Talent shall also be solely responsible for: (a) determining whether Talent or Data Compass is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Talent Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Data Compass, as appropriate; and (b) determining whether Data Compass is required by applicable law to withhold any amount of the Talent Fees, notifying Data Compass of any such requirement and indemnifying Data Compass (either by permitting Data Compass to offset the relevant amount against a future payment of Talent Fees or by refunding to Data Compass the relevant amount, at Data Compass's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Data Compass shall have the right, but not the obligation, to audit and monitor Talent's compliance with applicable tax laws as required by this Section 5.1. Further, in the event of an audit of Data Compass, Talent agrees to promptly cooperate with Data Compass and provide copies of Talent's tax returns, and other documents as may be reasonably requested for purposes of such audit.

5.2 Payment Methods.

Client hereby authorizes Data Compass to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client's method of payment for Services, and to charge Client's credit card (or any other form of payment authorized by Data Compass or mutually agreed to between Client and Data Compass).

6. WARRANTY DISCLAIMER.

DATA COMPASS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, DATA COMPASS PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATA COMPASS 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 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST DATA COMPASS WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL DATA COMPASS 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 DATA COMPASS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $2,500; AND (B) ANY DATA COMPASS FEES RETAINED BY DATA COMPASS WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR TALENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL 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.

8.1 Proprietary Rights.

Each User shall indemnify, defend and hold harmless Data Compass and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an "Indemnified Party" for purposes of this Section 8) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

8.2 Indemnification by Client.

Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Client's use of Services, including without limitation claims by or on behalf of any Talent for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Client and a Talent.

8.3 Indemnification by Talent.

Each Talent shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Talent's provision of Services, or (ii) any Service Contract entered into between such Talent and a Client.

9. TERM AND TERMINATION.

9.1 Term.

The term of this Agreement commences on the Effective Date 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 User's account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

9.3 Survival.

Section 2.4 (Opt-Out) and Sections 4 through 11 of this Agreement shall 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 Compliance.

User shall not violate any laws or third party rights on or related to the Data Compass Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

10.3 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 Data Compass Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Data Compass via email (in each case to the email address that you provide), (b) a posting on the Data Compass Site or (c) by you via email to supportservices@datacompass.com or to such other addresses as Data Compass may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

10.4 Modifications.

No modification or amendment to this Agreement shall be binding upon Data Compass unless in a written instrument signed by a duly authorized representative of Data Compass. For the purposes of this Section 10.4, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

10.5 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 shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

10.6 Assignability.

User may not assign this Agreement, or any of its rights or obligations hereunder, without Data Compass's prior written consent in the form of a written instrument signed by a duly authorized representative of Data Compass (and, for the purposes of this Section 10.6, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Data Compass may freely assign this Agreement without consent of User. 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.

10.7 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 shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall 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 shall 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.

10.8 Choice of Law.

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, ("Claims") shall 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).

10.9 Arbitration; Personal Jurisdiction and Venue.

Either party will have the right to demand binding non-appearance based arbitration by a third party service mutually agreed upon by the parties. A final judgment will be made by the arbitrator, which must be adhered to by the parties. You agree that any Claim you may have against Data Compass, if not resolved as set forth above, must be resolved by the California state courts of San Mateo County (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.

10.10 Prevailing Language.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

11. DEFINITIONS.

"Claim" means any controversy, dispute or claim arising out of or relating to this Agreement.

"Client" means any User utilizing the Data Compass Platform to request Services to be performed by a Talent. From time to time, Data Compass may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Data Compass when acting in this way.

Contingency Success Fee: A contingent fee, due if Client hires a particular individual for whom the fee applies.

“Data Compass Platform” means the online platform operated by Data Compass, including related software and services, that allows Clients and Talent to identify each other and enable them to buy and sell Services online.

“Early Rate” means $10,000 for Talent who is a citizen or resident of the United States or Canada, and $6,995 for Talent who is not.

“Effective Date" means the date of acceptance of this Agreement.

“Hire Date" means the 1st day of work for Talent at Client.

"Indemnified Party" means Data Compass and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.

"Offer Acceptance Date" means the date Talent executes an offer agreement or service contract from Client.

"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.

"Service Contract" means a particular project or set of ongoing tasks for which a Client has requested Services to be performed by a Talent and the Talent has agreed on the Data Compass Platform.

"Services" means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services or any other human services.

"Standard Rate" means twice the monthly Talent Fee. If the Talent Fee has varied, the highest amount applies.

"Talent" means any User utilizing the Data Compass Platform to offer Services to Clients.

"Talent Fees" means any amount paid by Client for Services under a Service Contract.

"Work Product" means any tangible or intangible results or deliverables that Talent agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Service Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.