• Master  Service Agreement  & Terms Of Service -SkillPacker Program

IMPORTANT – BY YOUR ACCEPTANCE OF THIS AGREEMENT, BY ANY METHOD, FOR EXAMPLE, CLICKING A BUTTON SAYING “ I ACCEPT THIS AGREEMENT”, OR SELECTING A CHECKBOX SAYING “YES I ACCEPT”, OR OTHERWISE, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT.

This Master Service Agreement is between you and SkillPack (“SkillPack”, “we”, “us” or “our”). It consists of the terms and conditions below as well as the Jobs (together, the “Agreement”). Key terms are defined in Article 14.

• 1. Period of Agreement; Term

Starting Date: Date Of Acceptance

Duration: 1  year

• 2. Engagement

2.1 You agree to perform Services according to the terms and conditions set forth in this Agreement and the applicable Job.

2.2 You can choose any Job that you wish to complete. Jobs that are currently available to you are listed in the SkillPack Portal.

2.2c The availability of jobs is subject to change at any time.

2.3 There is no set number of Job that you need to perform during the Term.

2.4 You can perform a Job at any time and in any eligible location.

2.5 You may not subcontract any Services or delegate any part of the Services to any other person.

• 3. Compensation

3.1 Subject to the satisfactory review by SkillPack of the Services performed by you and Sections 7 and 8, we will compensate you in accordance with the metric set forth in the Job, at the time of listing.

3.1b Metrics set forth as to determine the compensation of jobs are subject to frequent change, at any time.

3.1c. Metrics set forth as to determine the compensation of jobs may differ between persons who accept this agreement.

3.2 We will pay you for all Services that meet the Specifications. If the Services performed do not meet the Specifications, you will not receive any compensation.

3.2a The determination of whether the service performed meets the specifications of the job shall be determined by the Jobs platform, AND/OR by internal review of the work product, and is not subject to dispute or redress.

3.3 If the Services described in one or more Jobs do not meet the Specifications after payment has been made for such Services, we will subtract the overpaid amount from the next payment.

• 4. Your account

4.1 To access the SkillPack Platform, you must create an account associated with a valid email address with SkillPack (“Account”). When you create your Account, SkillPack will ask for certain information. You warrant that:

1.  you are the person whom is associated with the account information
2.  you will abide by the specific instructions relating to creating your account
3.  all required information is truthful and accurate; and
4.  you will maintain the accuracy of such information
5.  you will only have one account

4.2 You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your Account. You must promptly notify SkillPack at support@skillpack.io about any possible misuse of your Account or authentication credentials or any security incident related to SkillPack Platform and/or your Account.

4.3 SkillPack reserves the right to terminate your account for any reason.

• 5. User information; Other Information

You hereby acknowledge that SkillPack, its Affiliates, agents and third party service providers may retain and use any information, comments or ideas conveyed by you in relation to the SkillPack Platform, the Service or otherwise. These information, comments or ideas may be used to improve the SkillPack Platform. By using the SkillPack Platform or creating your Account, SkillPack will be sent information. This information will only be used to assist SkillPack in making payments to you and to assist SkillPack in addressing any technical questions which may arise in giving you access to the SkillPack Platform. In addition, SkillPack may use that information to create aggregated information (information which does not include any personally identifiable information about you) that may be used to improve the functionalities of the SkillPack Platform. You hereby agree to the disclosure of the above referenced information to SkillPack, its Affiliates and agents and grant to SkillPack the right to use the information as set forth above.

• 6. Ownership of Intellectual Property

6.1 As between you and SkillPack, SkillPack is and will be the exclusive owner of all the tangibles delivered by you pursuant to a Job, including but not limited to the Deliverables (“SkillPack IP”).

6.2 All right, title and interest in SkillPack IP will vest in SkillPack immediately upon creation and regardless of the state of completion of such SkillPack IP.

6.3 You hereby i) assign and transfer to us or ii) agree to assign and transfer to us, as and when created, all right, title and interest, throughout the world, to the extent that any right, title and interest in SkillPack IP does not automatically vest in SkillPack.

6.4 You hereby waive, for the benefit of SkillPack, its Affiliates and their respective successors, assigns, licensees and contractors, your moral rights (and any similar rights to the extent that such sights exist and may be waived in each and any jurisdiction in the world) in and to the SkillPack IP.

6.5 You agree to cooperate fully, at any and all times with respect to signing such documents and doing such acts and other things reasonably requested by SkillPack or its Affiliate, as applicable, to confirm the assignment of ownership and waiver of moral and similar rights.

• 7. SkillPack Platform Service Fee

As consideration for making Jobs available to you on the SkillPack Platform; providing maintenance and support for the SkillPack Platform, SkillPack will withhold a service fee  of 20% payable to you for a Job (“Service Fee”). Service Fee does not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes.  You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including applicable interest and penalties payable in connection with the  transactions contemplated in connection with this Agreement, other than taxes based on net income or profits of SkillPack.  SkillPack reserves the right to change the Service Fee and institute new charges upon providing prior notice to the you.

• 8. Payment Procedures

8.1 SkillPack will initiate payment to you within 7 - 10 business days from the end of the payment cycle, during which Services have been performed in accordance with the Specifications. The payment cycle will be set by you in the SkillPack Platform preference page.

8.2 The amount to be paid to you will be based on internal calculations set forth in the Jobs as described in Section 3.1 minus the applicable Service Fee.

8.3 SkillPack will cover the transfer fees related to processing of your payment.

8.4 You will select the currency of your payment in the SkillPack Platform preference page into which the payment will be made to you. The conversion of US dollars into the currency selected by you will be based on the conversion rate of the chosen method of payment. You accept to assume the fees for the currency conversion if you select to be paid in a currency other than US dollars.

• 9. Confidentiality

9.1 Each of us may exchange certain proprietary information belonging to either of us or to third parties as a consequence or on the occasion of the fulfillment of the Services, which they intend to be kept in the most absolute and strictest confidentiality.

9.2 Subject to the other terms of this Agreement, each of us agrees that:

•  a) we will not disclose the other’s Confidential Information to third parties; and
•  b) we will use and disclose the other’s Confidential Information only for the purposes of our business relationship with each other.

9.3 The following types of information, however marked, are not Confidential Information. Information:

•  a) is, or becomes, publicly available without breach of this Agreement;
•  b) was known to the receiver of the information without an obligation to keep it confidential;
•  c) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
•  d) is independently developed; or
•   e) is ordered to be disclosed by means of a legal rule, legal provision or judgment of a competent court or government agency provided always that the party required to disclose such information gives immediate written notice to the other party thereof, in order that the latter may participate in the lawsuit or legal proceedings and control such disclosure.

9.4 Nothing in this Article 9 shall be construed so as to be regarded that SkillPack or you hereby reciprocally grant, either expressly or impliedly, or otherwise, any license or any other right to use the Confidential Information, patents, intellectual rights, copyrights, or any other proprietary information of any of them.

9.5 The total or partial breach by any of us of the confidentiality duty provided for herein shall enable the other party to terminate on 10 days’ prior written notice this Agreement due the exclusive fault of the breaching party, and to claim compensation for any damages suffered by it. Each party acknowledges that the breach of this provision may cause the other party extensive and irreparable harm and damage, and agrees that the other party shall be entitled to injunctive relief to prevent use or disclosure of its Confidential Information not authorized by this Agreement.

9.6 The confidentiality duty shall survive for ten years as from the date of the first disclosure of the Confidential Information.

• 10. Harassment

10.1 Harassment based on a characteristic protected by law, such as race, color, ancestry, national origin, gender, sex, sexual orientation, gender identity, marital status, religion, age, disability, veteran status, or other characteristic protected by state or federal law, is prohibited.

10.2 “Unlawful harassment” is:

●   Conduct that has the purpose or effect of creating an intimidating, hostile, or offensive work environment.

●   Has the purpose or effect of substantially and unreasonably interfering with an individual’s work performance.

●   Adversely affects an individual’s employment opportunities because of the individual’s membership in a protected class.

10.3 Unlawful harassment includes, but is not limited to: epithets, slurs, jokes, pranks, innuendo, comments, written or graphic material, stereotyping, or other threatening, hostile, or intimidating acts based on race, color, ancestry, national origin, gender, sexual orientation, marital status, religion, age, disability, veteran status, or other characteristic protected by law.

10.4 Unacceptable behavior from any member of SkillPack will not be tolerated.

Anyone asked to stop unacceptable behavior is expected to comply immediately.

If a SkillPacker engages in unacceptable behavior, Management will take the appropriate action to investigate the matter fully and will determine the appropriate disciplinary action.

10.5 SkillPackers who violate this policy, or any other policies, may face disciplinary consequences in proportion to their violation. Management will determine how serious an offense is and take the appropriate action, up to and including suspension or termination of the account.

10.6 Reporting Violations

If you are subject to or witness unacceptable behavior, or have any other concerns, please notify the support team, or you may utilize the whistleblower report form if  you wish to remain anonymous in your reporting.

It is a violation to retaliate against any person making a complaint of Unacceptable Behavior or against any person participating in the investigation of any  such allegation. Any retaliation or intimidation may be subject to Disciplinary Action.

 11. Independence of Provider and SkillPack

11.1 This Agreement shall under no circumstances be construed as a labor or joint venture relationship between you and SkillPack.

11.2 Each of us shall comply at its sole cost and expense any tax, social security and labor obligations that may be enforceable.

• 12. Assignment

You may not assign either in whole or in part, this Agreement to any third party.

• 13. Survival of an Obligation

Any obligation of any of the parties that survives, either expressly or due to its own nature, the expiration or termination of the agreement to be entered into as a consequence of the acceptance hereof, shall remain in full force and effect notwithstanding such termination or expiration, until it is duly fulfilled in whole or it expires due to its own nature.

• 14. Miscellaneous provisions

14.1 This Agreement shall prevail over any other written or oral agreements between SkillPack and Provider.

14.2 This Agreement is hereby governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to its conflict of laws provisions. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Quebec for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder. 14.3 The parties hereby confirm that they have requested that this Agreement be drafted in English. Les parties ont exigé que le présent contrat soit rédigé en anglais.

• 15. Definitions

In this Agreement the following terms shall have the following meanings:

•  “Account” has the meaning set forth in Article 4.1;
•  “Affiliate” means, with respect to SkillPack, any other person Controlling, Controlled by or under common Control with SkillPack;
•  “Agreement” has the meaning set forth in the preamble;
•   “Confidential Information” refers to any non-public information, know-how and trade secrets in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential, including, in the case of SkillPack, SkillPack Information;
•   “Control” and its derivatives mean, with regard to SkillPack, possession, directly or indirectly, of the powers to direct management or policies of a person, whether through voting powers or otherwise.
•  “Deliverables” means all tangible items delivered to SkillPack by you pursuant to this Agreement;
•  “Downtime” means the time during which SkillPack Platform will not be operational or your Account will not be accessible;
•  “Services” means all services performed by you under a Job;
•  “Specifications” means the specifications and requirements for the Services described in the applicable Job;
•  “SkillPack”, “we”, “us” or our” means SkillPack Technologies Inc.;
•   “SkillPack Information” means all information provided or made available to you by or on behalf of SkillPack, including but not limited to training materials and tools provided to complete Job;
•  “SkillPack IP” has the meaning set forth in Article 6.1;
•  “Term” has the meaning set forth in Article 1;
•  “Uptime” means the time during which SkillPack Platform will be operational and you will have access to your Account in order to perform Services;
•   “SkillPack Platform” means the Job Management System, an online application provided by SkillPack to track Jobs and accessible to you after the creation of your Account; and “Job” means a document describing the Services to be performed, identifying the Deliverables, including the corresponding Specifications, and establishing the payout.