CLIENT TERMS OF SERVICE

These Client Terms of Service (these "Client Terms") are between the organization accessing the Platform (defined below) to (i) post jobs (i.e., GIGs) via the GIG Listing Program, and/or (ii) create business profiles (e.g., a “community page”) for the organization on the Platform ("you," "your," or "Client") and JenZ Inc. d/b/a Home From College's ("H\FC," "we," "us," or "our"), and governs your access to H\FC's online technology platform which (a) connects young professional (e.g., students and others) with third-party business clients of H\FC in order for such young professionals to fulfill open GIGs offered by such third-party businesses through the platform; and (b) allows its clients to create online business profiles ("community pages") to engage with actual or prospective workers, and others who join the "community page" (the "Platform"). By accessing and using the Platform, you, as a Client user, agree to comply with these Client Terms. Notwithstanding the foregoing, if you have executed a separate license agreement with H\FC for access to the Platform (e.g., H\FC's Platform Subscription and Services Agreement) ("Subscription Agreement"), then these Client Terms will not apply and the Subscription Agreement will instead govern your access to and use of the Platform.

If you are a young professional, such as a student ("Worker") utilizing the Platform, these Client Terms do not apply to you. Instead, please refer to separate Worker Terms of Service.

You may not use H\FC if you do not agree to the version of the Client Terms provided by H\FC at the time that you access the Platform.

1. Privacy Policy.

   Please review our Privacy Policy for information on how we collect, use, share, and process your information.

2. Eligibility.

   You may use the Platform only if you (A) have full power and authority to enter into these Client Terms; and (B) the execution, delivery and performance of these Client Terms have been duly authorized by all necessary actions.

   You may not use H\FC if we have terminated or suspended your account, or banned you.

3. Engaging Workers.

   You may engage Workers via the Platform for such Workers to perform services for you through jobs posted by you via the Platform ("GIGs" or "GIG Services").

   The Platform enables you to publicly publish GIGs (e.g., descriptions of the GIG which you desire for a Worker to perform) on the Platform (such publishing, a "GIG Listing" and engaging in such functionality, the "GIG Listing Program"). For each GIG listed through the GIG Listing Program, you must (i) comply with your payment obligations described herein; (ii) enter into an Independent Contractor Agreement (as defined in Section 9 below) with the Worker (which may be in addition to any other documents you choose to execute with Worker); and (iii) complete or submit any other information or fields requested by H\FC.

   The Platform may also allow you to forward or share GIGs with prospective Workers, and otherwise communicate with prospective Workers and other third parties, even if they have not created an account on the Platform. If you communicate (e.g., via email, text messaging, online, or otherwise) with Workers, prospective Workers, or other third parties utilizing the Platform, you represent and warrant that you (i) have obtained and will maintain all required rights, consents, licenses, permissions, and authority to communicate with such third parties, and (ii) will at all times comply with applicable local, state, federal, and international data privacy, data security, confidentiality, consumer protection, advertising, electronic mail, and other similar laws, rules, and regulations relating to such communications.

   You are solely responsible for your interactions with each applicable Worker, and will exercise caution, discretion, common sense and judgment in communicating with the Workers and disclosing information to them, including under the GIG Listing Program, in using any messaging functionality via the Platform, and participating in the GIG Listing Program. For the avoidance of doubt, you are solely responsible for ensuring you have provided the necessary notices and received necessary consents to invite prospective Workers to the Platform. You understand that H\FC does not screen or vet Workers (or Worker-referred candidates under the GIG Listing Program) and H\FC is not party to any agreement between you and a Worker.

   You may decide, in your discretion, whether to engage any such Worker to provide GIG Services. If a Client and a Worker decide to enter into an Independent Contractor Agreement, it is a contractual relationship directly between the Client and the Worker; H\FC is not responsible for and is not a party to any Independent Contractor Agreement. Under no circumstances will any Independent Contractor Agreement create (i) an employment relationship between H\FC and a Client or H\FC and the Worker, or (ii) an independent contractor relationship between H\FC and the Worker.

   Neither Client nor H\FC will seek a Worker’s salary history, or share this information even if it is voluntarily provided by a Worker, unless permission is expressly granted by a Worker, regardless of the state or locality of the candidate.

   H\FC assumes no responsibility, and disclaims all liability for, the content, accuracy, completeness, legality, reliability, or availability of any GIGs Listing, career page, GIGs solicitation, screener question, answer to screener question, resume information, or other content posted, sent, or received through H\FC.

   You are solely responsible for your interactions with other users, and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any advertiser or user of the Platform. We are not responsible for any incorrect, inaccurate, or unlawful materials or content (including any information in profiles) posted on the Platform.

   CIRCUMVENTION

   SUBJECT TO APPLICABLE LAW, YOU AGREE TO MAKE ALL PAYMENTS TO WORKERS THROUGH AND USING THE PLATFORM FOR ALL WORK OR OTHER SERVICES PERFORMED BY A WORKER FOR YOU. FOR THE AVOIDANCE OF DOUBT, THESE TERMS APPLY REGARDLESS OF THE STATUS OF THE WORKER IN YOUR ACCOUNT (IE APPLIED, MESSAGED, ACCEPTED, FAVORITED) YOU MAY NOT, AND WILL NOT ATTEMPT TO, MAKE PAYMENTS TO ANY WORKER OUTSIDE OF THE PLATFORM IN CONNECTION WITH ANY GIG SERVICES, OR TO DIRECTLY ENGAGE ANY WORKER OUTSIDE OF THE PLATFORM TO PERFORM WORK OR SERVICES FOR YOU (WHERE SUCH PAYMENTS ARE NOT MADE VIA THE PLATFORM), SUCH AS BY HIRING OR ENGAGING WORKERS THROUGH THE PLATFORM AND THEN PAYING SUCH WORKERS OUTSIDE OF THE PLATFORM IN ORDER FOR, OR WHICH RESULTS IN, THE AVOIDANCE OR NON-PAYMENT OF FEES TO BE PAID BY YOU TO H\FC (“CIRCUMVENTION”).

   BUY-OUT FEE

   IN THE EVENT YOU ENGAGE IN CIRCUMVENTION, YOU HEREBY AGREE TO PROMPTLY PAY H\FC A FEE OF TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) FOR EACH WORKER THAT YOU ENGAGE TO PERFORM WORK OR SERVICES FOR YOU WHERE SUCH PAYMENTS ARE NOT MADE VIA THE PLATFORM (“BUY-OUT FEE”). SUCH BUY-OUT FEE WILL BE DUE AND PAYABLE WITHIN THIRTY (30) DAYS FROM THE DATE WHICH THE WORKER COMMENCED ANY WORK OR SERVICES FOR YOU OUTSIDE OF THE PLATFORM. FOR CLARITY, THE BUY-OUT FEE IS DUE AND PAYABLE ON PER-WORKER BASIS FOR EACH WORKER WHICH CLIENT MAKES ANY PAYMENT TO OR HAS LABOR-LIKE ENGAGEMENT WITH OUTSIDE OF THE PLATFORM, NOTWITHSTANDING WHETHER WORK OR SERVICES PERFORMED WERE FOR GIG SERVICES (E.G., WORK POSTED ON THE PLATFORM) OR OTHERWISE.

   CONVERSION TO FTE FEE

   IN THE EVENT THAT CLIENT HIRES OR CONVERTS A WORKER WHOM THEY FIRST CONNECTED WITH ON THE PLATFORM, AS AN EMPLOYEE, CLIENT AGREES TO PROMPTLY PAY H\FC AN AMOUNT EQUAL TO TWENTY PERCENT (20%) OF THE WORKER’S FIRST YEAR OF GROSS WAGES (THE "CONVERSION TO FTE FEE"). THE CONVERSION TO FTE FEE IS DUE AND PAYABLE WITHIN THIRTY (30) DAYS OF CLIENT’S SUCH HIRING OR CONVERSION. FOR PURPOSES OF THESE TERMS, "FIRST YEAR OF GROSS WAGES" MEANS, IN REGARDS TO EMPLOYMENT, THE TOTAL STARTING CASH SALARY PLANNED (IN AN OFFER LETTER) TO BE GIVEN TO THE WORKER DURING THE FIRST YEAR OF EMPLOYMENT. CLIENT IS OBLIGATED TO NOTIFY H\FC THROUGH GIG@HOMEFROMCOLLEGE.COM BEFORE OR WITHIN FIVE (5) DAYS OF CONVERSION OR THE OFFER LETTER IS SIGNED BY THE WORKER. IN THE EVENT THAT THE CLIENT DOES NOT NOTIFY H\FC, H\FC RESERVES THE RIGHT TO INVOICE OR CHARGE THE PAYMENT METHOD ON FILE IN THE AMOUNT OF TWENTY THOUSAND DOLLARS ($20,000) AS THE "CONVERSION TO FTE FEE." THE CONVERSION TO FTE FEE WILL BE CHARGED WITH FIVE (5) BUSINESS DAYS OF H\FC DISCOVERING THAT THE CLIENT HAS HIRED OR CONVERTED THE WORKER AS AN EMPLOYEE, WITHOUT PAYMENT OF THE CONVERSION TO FTE FEE.

4. Relationship Status.

   You acknowledge and agree that H\FC is an online platform provider and not an employment or staffing agency. H\FC does not supervise, monitor, direct or control the day-to-day activities of any Worker or their performance of any contractual obligations they may have related to GIG Services. H\FC does not employ or otherwise engage any Worker to perform GIG Services or any other services. The quality, nature, type, and any other aspect of the work and services performed by a Worker (including in connection with any GIG Services) shall be the responsibility of the applicable Worker, and H\FC shall have no responsibility or liability for (i) any services or work performed by any Worker for Client or any GIG Services, or (ii) any compensation, benefits, employment taxes, unemployment insurance, workers’ compensation, paid leave and disability applicable to any Worker. Client further acknowledges and agrees that nothing in these Client Terms will be construed to establish any employment, agency, partnership, joint venture, or franchisor relationship between H\FC and any Worker or Client and any worker.

   The relationship between H\FC and Client is that of independent contractors. Nothing in these Client Terms will be construed to establish any employment, partnership, joint venture, fiduciary, franchisor, or agency relationship between H\FC and Client. Neither party will have the power or authority to bind the other party or incur any obligations on the other party’s behalf without such other party’s prior written consent.

   You understand and agree that neither access to H/FC nor the posting of GIGs on H/FC creates any entitlement to compensation, options, stock, or other rights or benefits accorded to H/FC's employees, and you waive any right to them.

   Any and all Worker Compensation (as defined below) that H\FC collects from Client users is solely as a pass through to the Workers and is paid automatically and instantaneously. H\FC has no fiduciary responsibility or money management responsibility over Worker Compensation, and is solely collecting Monthly Subscription Fees (as defined below), Service Fees (as defined below), and any other Platform-related fees (as discussed below).

5. Account Creation and Security.

   You will ensure that all information provided during the creation of your Client account with H/FC is and remains accurate. We reserve the right to terminate any account that was created using, or which currently uses, false information which may deceive Workers or other users, or that we determine was created, or is being used for, purposes that violate these Client Terms.

   Client users should safeguard their account identification and sign-in information and take reasonable steps to prevent access to your account by other persons or companies. If we believe that your account has been compromised, then we may take steps to protect you and H\FC through actions which may include resetting account passwords, cancelling subscriptions, suspending accounts, or restricting certain activities or access on the Platform.

6. Confidentiality.

   You understand that information of a confidential or secret nature about a Worker may be disclosed to you in connection with GIGs, including, but not limited to, Worker names, contact information, resumes, employment history, and any other personally identifiable information regarding a Worker (collectively, "Worker Confidential Information") and you agree at all times during and after the term of these Client Terms to keep and hold all such Worker Confidential Information in strict confidence and trust. You agree not to disclose any Worker Confidential Information without the prior written consent of the applicable Worker, except as may be necessary to receive and make use of the GIG Services. Worker Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on your part, generally known or available to the public; (ii) was acquired by you before receiving such information from the applicable Worker and without restriction as to use or disclosure; (iii) is rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is independently developed by you without use or access to the Worker Confidential Information.

7. Use of the Platform.

   You represent and warrant that you will use the Platform solely for lawful purposes in a manner consistent with these Client Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have with us and any third parties. You are solely responsible for any and all text, files, documents, graphics, images, music, software, audio and video content (collectively, "Client Content") that you transmit to the Platform or otherwise make available to H\FC. You agree that by submitting or authorizing Client Content for use on the Platform, you have reviewed and understood these Client Terms. You understand that you may be liable if Client Content or other use of the Platform violates applicable law or any third-party right.

   You agree that you will not:

   • Impersonate another person, or his or her email address, or misrepresent your current or former affiliation with a Client;
   • Create user accounts under false or fraudulent pretenses, create or use an account for anyone other than yourself, or create multiple active user accounts to post multiple reviews for the same company;
   • Post Client Content when do not own or have the right to post such content in accordance with these Client Terms;
   • Violate these Client Terms, the terms of your agreements with us, or any applicable law, rule or regulation;
   • Post Client Content when such content is defamatory, libelous, or fraudulent; you know such content to be false or misleading; or such content does not reflect your honest opinion and experience;
   • Act in a manner that is harassing, threatening, abusive, racist, bigoted, or is otherwise objectionable (as determined by H\FC);
   • Promote, endorse, or further illegal activities;
   • Disclose information in violation of any legally enforceable confidentiality, non­ disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers;
   • Violate the privacy, publicity, copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any third party;
   • Post anything pornographic or sexually explicit in nature, or engage in the exploitation of persons in a sexual or violent manner;
   • Solicit personally identifying information from minors;
   • Except as expressly approved by us, and subject to applicable laws, use H\FC or the Platform for commercial activities and/or promotions such as contests, sweepstakes, barter, pyramid schemes, advertising, affiliate links, or other forms of solicitation;
   • Imply a H\FC endorsement or partnership of any kind without our express written permission;
   • Send messages in violation of the USA CAN-SPAM Act or any other applicable antispam law·
   • Introduce software or automated agents to H\FC or the Platform, or access H\FC or the Platform so as to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from H\FC or the Platform without our express written permission;
   • "Frame" or "mirror" or otherwise incorporate part of the Platform into any website, or "deep-link" to any portion of the Platform without our express written permission. Reproduce, distribute, copy, modify, or create derivative works of the Platform or any content on the Platform (excluding Client Content) without our express written permission;
   • Copy or use the information, content, or data on the Platform in connection with a competitive service, as determined by H\FC;
   • Sell, resell, rent, lease, loan, trade, or otherwise monetize access to H\FC or the Platform or any content (excluding Client Content) without our express written permission;
   • Interfere with, disrupt, modify, reverse engineer, or decompile any data or functionality of the Platform;
   • Interfere with, disrupt, or create an undue burden on H\FC or the Platform or the networks or services connected to H\FC or the Platform; or
   • Introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to H\FC or the Platform or attempt to circumvent any security feature of the Platform.

8. Rights to H\FC Content.

   The Platform contains content provided by us and our licensors. We and our licensors (including other users) own and retain all proprietary (including all intellectual property) rights in the content we each provide, and H\FC owns and retains all property rights in the Platform (including all intellectual property). We hereby grant you a limited, revocable, non-sublicensable, non-transferable license under the intellectual property rights licensable by us to download, view, copy, and print content made available to you via the Platform from H\FC solely in connection with using the Platform. Except as provided in the foregoing, you agree not to: (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, adapt or create derivative works based on H\FC or the Platform or the content (excluding Client Content) on the Platform; or (ii) rent, lease, loan, or sell access to “H\FC,” “HOME FROM COLLEGE,” and other marks and logos appearing on the Platform that are trademarks of H\FC. The trademarks, logos, and service marks ("Marks") displayed on the Platform are our property or the property of third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.

9. Client Content.

   We do not claim ownership in any Client Content. You hereby grant to H\FC a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform, and modify the Client Content, in order to host, operate, improve, and provide the Platform and H\FC’s other related products, services and technologies to you, and for H\FC’s general business, product, and service analytics and improvement purposes, including without limitation for training artificial intelligence and machine learning models and creating computational algorithms.

10. Deliverables; IP Ownership.

    To the extent any information, content, and/or materials are created, conceived, or developed by a Worker specifically for Client in connection with such Worker’s performance of GIG Services (“Deliverables”), such Deliverables will be assigned to, and owned by, Client pursuant to a separate agreement between Client and the applicable Worker governing ownership rights in the Deliverables (e.g., using H\FC’s provided form Independent Contractor/Consulting Agreement, currently located at https://d3lrqzm3fer3ds.cloudfront.net/contract-files/base-contract.pdf, or Client’s own form of such agreement) (“Independent Contractor Agreement”). Client acknowledges that any provided form of Independent Contractor/Consulting Agreement is for convenience only, and H\FC is not a party to, and will not be liable or responsible for or in connection with, any Independent Contractor Agreement.

11. General Payment Terms.

    When you make a payment on the Platform (each, a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non- refundable and non-transferable except as expressly provided in the Client Terms. All fees and applicable taxes, if any, are payable in United States dollars.

    You are responsible for all bank fees related to any transactions or failed transactions (e.g. chargebacks from your bank or credit card provider) initiated by you, including any domestic or international transaction fees.

    If you fail to pay any Worker Compensation, Monthly Subscription Fees or Service Fees (each as defined below) when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and H\FC may suspend your access to the Platform until all payments are made in full. All Service Fees and Monthly Subscription Fees on the Platform are final and non-refundable.

12. Monthly Subscription Fees.

    To list GIGs on the H/FC platform, you must choose from one of H/FC's monthly subscription options (each a "Monthly Subscription Plan" or “Monthly Subscription”). Further details on the Monthly Subscription options and the related fees can be found below:

    • In the event of purchasing the Starter Plan, the purchase provides the right to list unlimited GIGs on the H/FC platform in any 30-day period. The Starter Plan allows for up to 5 Worker placements across any and all programs.
    • In the event of purchasing the Growth Plan, the purchase provides the right to list unlimited GIGs on the H/FC platform in any 30-day period. The Growth Plan allows for up to 10 Worker placements across any and all programs.
    • In the event of purchasing the Scale Plan, the purchase provides the right to list unlimited GIGs on the H/FC platform in any 30-day period. The Scale Plan allows for unlimited Worker placements across any and all programs. A per Accept fee will be charged on every Worker above and beyond 10 Worker placements.
    • In the event of purchasing the Enterprise Plan, the purchase provides the right to run custom programs on the H\FC platform. Please reach out directly to info@homefromcollege.com to enroll in our Enterprise Plan. In the event Client enrolls in an Enterprise Plan, Client will be bound by the Client Terms in addition to a separate partnership agreement [KZ1] which will be entered into between H\FC and Client. Unless otherwise agreed to by H/FC and Client in no event shall such partnership agreement supersede the Client Terms.

    The fees for each Monthly Subscriptions can be found at https://homefromcollege.com/company/pricing ("Monthly Subscription Fees").

    When you purchase a Monthly Subscription, you will be charged the Monthly Subscription Fee, plus any applicable taxes, and other charges at the beginning of your Monthly Subscription and each month thereafter, at the then-current Monthly Subscription Fee based on the tier of plan you choose, subject to applicable law. BY PURCHASING A MONTHLY SUBSCRIPTION, YOU AUTHORIZE H\FC TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Monthly Subscription, we (or our third-party payment processor) will automatically charge you monthly from the commencement of your Monthly Subscription, using the payment information you have provided until you cancel your Monthly Subscription. By agreeing to these Client Terms and electing to purchase a Monthly Subscription, you acknowledge that your Monthly Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Monthly Subscription by you or H\FC. Your Monthly Subscription continues until cancelled by you or we terminate your access to or use of the Platform or Monthly Subscription in accordance with these Client Terms.

    The following terms apply once you post a GIG:

    • Once a GIG is posted, it is live for 30 days.
    • Once a GIG has been posted for 30 days, the GIG is deactivated.
    • As soon as a Client has accepted their first Worker, the GIG becomes a live program, allowing Workers to submit time and notes, and Clients to be invoiced.
    • Once a GIG has been deactivated for 7 days, all Workers that have not been messaged by the listing Client are to receive a notification email of non-placement.
    • You will receive notifications for Worker applications received, as well as reminders when their GIGs are about to expire.

13. Worker Compensation and Service Fees.

    By purchasing any Monthly Subscription, you agree to pay and be charged for any and all compensation due and payable to Workers retained by you in connection with the GIG(s) posted by you ("Worker Compensation"). H\FC shall issue IRS Forms 1099-MISC to Workers for all Worker Compensation received by Workers, and where such compensation meets or exceeds applicable IRS reporting minimums. This service does not establish or imply, and should not be construed as creating, a service provider or other relationship between H\FC and the Workers.

    In addition to and notwithstanding your Monthly Subscription, you agree to pay an additional service fee in an amount equal to 20% of the Worker Compensation for the GIG ("Service Fees"). Client will receive an invoice, which includes both Worker Compensation and the Service Fee at the end of every thirty (30) day period from the applicable GIG start date. In the event that Worker Compensation plus Service Fees totals to less than $5,000, Worker Compensation plus Service Fees will be automatically charged to the credit card on file, if available.

    For the avoidance of doubt, Service Fees and Worker Compensation are invoiced separate from the H\FC Monthly Subscription Fees. Under no circumstances shall the Monthly Subscription Fee cover Worker Compensation or Service Fees.

    Client has the ability and right to review and reject any hours through the due date listed within the GIG portal for that specific GIG. Time submitted and resulting charges will be charged on the due date listed, if they are not rejected in the time tracker. Once an invoice is processed, there are no refunds, and H\FC will not be responsible for any payment issues, disputes or inadvertent payments. Given that Clients have the ability to review and reject charges before they are charged, Worker Compensation processed payments are considered final.

14. Payment Failures and Outstanding Balances.

    By using H\FC’s services, the client agrees to keep a valid payment method on file.

    FAILED PAYMENTS

    If a payment method on file fails, Home From College (“H\FC”) will make reasonable attempts to process the payment within 24, 48 and 72 hours [KZ2] and notify the account holder. The account holder must update the payment method within 1 business day to avoid service interruptions.

    CONSEQUENCES OF NON-PAYMENT

    If payment is not received within 5 days of the due date, H\FC reserves the right to take the following actions:

    1. Account Restriction: H\FC may suspend or restrict access to the platform, including the ability to post new GIGs, work with Workers or process payments.
    2. Late Fees & Interest Charges: Overdue invoices may accrue interest at a rate of 1.5% per month, or the maximum amount permitted by law, until payment is received.

    COLLECTIONS:

    Invoices remaining unpaid beyond 5 days may be referred to a collections agency. The client agrees to be responsible for any collection fees incurred.

    LEGAL ENFORCEMENT OF OUTSTANDING PAYMENTS:

    H\FC reserves the right to pursue legal action to recover outstanding amounts. The client will be responsible for reasonable attorney fees and costs associated with enforcement.

15. Cancellation.

    You can cancel your Monthly Subscription Plan at any time, which will be effective at the end of your then-current Monthly Subscription Plan. In the event of cancellation of the Monthly Subscription Plan, access to the Platform will extend until the next billing date. All Worker Compensation and Service Fees will be invoiced on the next billing date and submitted to the Client by invoice. All Worker Compensation through the final billing date will be included in the final invoice.

16. H\FC Code of Conduct.

    We note that H/FC is a platform intended for all Workers, regardless of race, gender, identity, sexual orientation, ethnicity, nationality, color, immigration status, social and economic class, political or religious beliefs, and mental or physical ability. Client users are prohibited from posting GIGs which may discriminate based on these, or any other criteria, which does not comport with providing equal opportunities for Worker users of all backgrounds.

17. Indemnification.

    You shall indemnify and defend us, our affiliates, our subsidiaries and our and their respective officers, directors, employees, representatives, agents, successors and assigns (collectively, the "H\FC Group") from any and all losses, liabilities, claims, or demands, including reasonable attorneys' fees and costs, arising from or relating to any Worker or third-party claim, suit, proceeding, administrative investigation or enforcement action, demand or action arising from (i) your and/or Worker use of the Platform, (ii) your breach of any provision of these Client Terms, (iii) any claim of misclassification of Workers as independent contractors; (iv) your products or services, or (v) Client Content, including without limitation allegations that Client Content infringes or misappropriates a third party’s intellectual property rights. H\FC agrees to indemnify and defend you from any and all losses, liabilities, claims, or demands, including reasonable attorneys' fees and costs, arising from or relating to any claim, suit, proceeding, demand or action brought by any third-party claim that the Platform (excluding, for the avoidance of doubt, any Worker GIG Service or Deliverable), or your use thereof in accordance with these Client Terms infringes a U.S. copyright of such third party.

18. Warranty Disclaimer and Limitation of Liability.

    The disclaimers and limitations of liability in this section apply to the maximum extent allowable under applicable law. Nothing in this section is intended to limit any rights you have which may not be lawfully limited.

    Any emails or email notifications corresponding with any activity on the Platform, or any other communications service, product, or feature provided on or through H\FC, are provided solely as a courtesy. H\FC disclaims all warranties with regard to the transmission or storage of such courtesy notices, does not guarantee their delivery or receipt, and does not guarantee the date or time at which they may be sent.

    The Platform may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

    You hereby release the H\FC Group from any and all claims, demands, and losses, damages, rights, claims, and actions of any kind that are either directly or indirectly related to or arise from: (1) the actions, content, or data of third parties (including advertisers and other users), or (2) your use of the Platform, and (3) your participation in any offline or other events.

    IN NO EVENT SHALL H\FC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THE PLATFORM OR THESE CLIENT TERMS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL H\FC’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATED TO THE PLATFORM (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) OR THESE CLIENT TERMS EXCEED THE FEES ACTUALLY PAID BY YOU TO H\FC IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE OT THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THESE CLIENT TERMS, LESS ALL AMOUNTS PAID BY H\FC TO YOU FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THESE CLIENT TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT H\FC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

    THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON­ INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM (INCLUDING ANY CONNECTIONS MADE OR SUGGESTED UNDER THE PLATFORM), WORKERS OR PLACEMENTS MADE THROUGH THE PLATFORM WILL MEET OR SATISFY YOUR EXPECTATIONS, ASSUMPTIONS OR REQUIREMENTS OR THAT THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON OR ASSOCIATED WITH THE PLATFORM. YOUR USE OF THE PLATFORM OR REFERRAL OF A CANDIDATE UNDER THE GIG LISTING PROGRAM IS EACH AT YOUR SOLE RISK AND DISCRETION.

19. Removal of Content.

    Removal of Content. While H\FC has no obligation to do so, H\FC reserves the right to review and delete any content (or portion thereof) for any or no reason, including content that we believe, in our sole discretion, violates these Client Terms or other applicable policies posted on the Platform, or that we deem, in our sole discretion, inappropriate. If you see any content on the Platform that you believe violates our policies, you may report that content by clicking on any available link adjacent to that content (e.g. links titled: "Inappropriate" or "Flag Review") or by contacting us via the methods below. Once notified, we will review the content and consider whether to remove it (or a portion thereof). Please note: our interpretation of our policies and the decision whether or not to edit or remove content is within our sole discretion. You understand and agree that if we choose not to remove or edit content that you find objectionable, that decision will not constitute a violation of these Client Terms or any agreement we have with you. Notwithstanding the foregoing, H\FC will remove your Client Content upon any termination by you of your use of our Platform.

    Copyright Policy. H\FC respects copyright law and expects its users to do the same. It is H\FC's policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see H\FC's DMCA/Copyright Policy at here, for further information.

    Other Enforcement Actions. While we have no obligation to do so, we reserve the right to investigate and take appropriate action, in our sole discretion, against you if you violate these Client Terms, including without limitation: removing content (or portions thereof) from H\FC; suspending your rights to use H\FC; terminating your membership and account; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.

20. Term and Termination.

    These Client Terms remain in effect while you use H\FC or for as long as you retain an account with H\FC. You may delete your account at any time by contacting us at [Include Contact Information For Account Deletion]. We may suspend or terminate your account or your access to parts of the Platform, for any or no reason, with or without notice to you. We will have no liability whatsoever to you for any termination of your account or related deletion of your information.

    All provisions of these Client Terms shall survive termination or expiration of these Client Terms except those provisions granting access to or use of the Platform and any licenses that you have granted us to Client Content (except for Client Content which we have received prior to termination/expiration of these Client Terms). For the avoidance of doubt, you agree that these Client Terms apply to your use of the Platform, and any content posted on the Platform at any time prior to the termination or expiration of these Client Terms.

21. Governing Law.

    These Client Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Client Terms or your access to or use of the Platform shall be governed by the laws of the State of Delaware, and brought in the appropriate state or federal courts in Delaware, without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. You agree to submit to the above governing law and venue provisions.

22. Other Terms.

    H\FC may publicize, post via the Platform or its websites or on its marketing or promotional materials, and/or make public statements regarding, the placement of Workers with Client, and H\FC may identify Client as a client of H\FC publicly and via each of the foregoing media. Client hereby grants H\FC a limited, non-exclusive, royalty-free license to use and display Client’s name, trademarks, and logos (“Client Marks”) in connection with (i) the hosting, operation and maintenance of the Platform; and (ii) H\FC’s marketing and promotional efforts for its products and services. All goodwill and improved reputation generated by H\FC’s use of the Client Marks inures to the benefit of Client.

    These Client Terms constitute the entire agreement between you and us regarding the use of the Platform, and these Client Terms supersede all prior proposals, negotiations, agreements, and understandings concerning the subject matter of these Client Terms. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into the Client Terms.

    Our failure to exercise or enforce any right or provision of the Client Terms shall not operate as a waiver of such right or provision. If any provision of the Client Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Client Terms shall otherwise remain in full force and effect and enforceable. To the extent allowed by law, the English version of these Client Terms are binding and the translations are provided for convenience only.

    The Client Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with H\FC's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Client Terms and be void. H\FC may freely assign these Client Terms.

    The section titles in the Client Terms are for convenience only and have no legal or contractual effect. As used in these Client Terms, the word "including" means "including but not limited to."

23. Contact.

    You can contact us by email at info@homefromcollege.com with any questions or comments.