Independent Contractor Agreement

This Independent Contractor Agreement (together with all schedules, policies, and Platform terms incorporated by reference, this "Agreement") is entered into by and between FreeTime LLC, a Nevada limited-liability company, with its principal place of business at 521 Fifth Avenue, 17th Floor, New York, NY 10175 ("FreeTime," "we," "us," or "our"), and the individual or entity that accepts this Agreement (the "Provider," "you," or "your"). Provider is identified for purposes of this Agreement by the legal name and mailing address provided in Provider's onboarding profile, which are incorporated into this Agreement by reference and are recorded with Provider's acceptance. FreeTime and Provider are each a "party" and together the "parties."

This Agreement is formed, and becomes binding, when Provider electronically accepts it, by clicking "I agree" (or a similar control), by creating or activating a Provider account, or by accessing or using the Platform, whichever occurs first. The date of such acceptance is the "Effective Date." By accepting, Provider acknowledges that Provider has read, understood, and agrees to be bound by this Agreement, and represents that Provider is authorized to do so. IF PROVIDER DOES NOT AGREE, PROVIDER MUST NOT ACCEPT THIS AGREEMENT OR USE THE PLATFORM.

Please read Section 15 (Dispute Resolution) carefully. It requires resolution of most disputes by binding individual arbitration and waives the right to a jury trial and to participate in class or representative actions, subject to a 30-day opt-out.

NATURE OF THE RELATIONSHIP. FreeTime operates an online marketplace and technology platform that connects independent home- and personal-service providers with customers seeking those services. FreeTime is a technology provider only. Provider is an independent contractor who contracts directly with customers to perform services. FreeTime is not the employer of Provider, is not a party to the service contract between Provider and any customer, does not perform or supervise the services, and acts solely as Provider's limited payment-collection agent as described in this Agreement.

1. Definitions

1.1 In this Agreement, capitalized terms have the meanings given below or where otherwise defined. Section and Schedule references are to this Agreement unless stated otherwise; "including" means "including without limitation."

"Applicable Law" means all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, licensing and permitting requirements, and orders of any governmental authority applicable to a party, the Platform, or the Services, in each relevant jurisdiction.

"Background Check Provider" means the consumer reporting agency or other third-party vendor engaged (directly or on FreeTime's behalf) to prepare background, identity, criminal-history, and/or eligibility screenings, as described in Section 5, currently Checkr, Inc.

"Claim" means any claim, demand, action, cause of action, suit, proceeding, investigation, liability, loss, damage, penalty, fine, cost, or expense (including reasonable attorneys' fees and costs), whether at law or in equity, of any kind.

"Customer" means a person or entity that requests, books, or receives Services through the Platform.

"Payout" means the amount payable to Provider for Services, as collected by FreeTime as Provider's limited payment-collection agent, net of the Service Fee and any applicable deductions, reversals, adjustments, or set-offs described in this Agreement.

"Platform" means FreeTime's websites (including freetime.app), mobile applications, software, application-programming interfaces, and related technology, features, and services made available by FreeTime, as updated from time to time.

"Provider" means the individual or entity accepting this Agreement and offering or performing Services through the Platform.

"Provider Content" means any content, information, images, text, listings, descriptions, pricing, reviews, ratings, and other materials that Provider submits to, posts on, or makes available through the Platform, and Provider's name, likeness, voice, biographical information, business name, logos, and marks.

"Provider Personnel" means any employee, helper, assistant, apprentice, subcontractor, or substitute that Provider engages (subject to FreeTime's approval requirements and applicable screening) to assist with or perform the Services. Provider Personnel are personnel of Provider and are not personnel of FreeTime.

"Services" means the home- and personal-services that Provider offers and performs for Customers, which may include cleaning, laundry, errands, and massage, and, as FreeTime expands the categories it supports, may include home beauty, cooking, event planning, dog walking, and similar services, in each case as arranged through the Platform.

"Service Fee" means the fee FreeTime charges for use of the Platform and related services, equal to the percentage or amount disclosed to Provider through the Platform, which FreeTime retains from amounts collected on Provider's behalf.

"Taxes" means all taxes, levies, duties, contributions, and similar charges imposed by any governmental authority, including income, self-employment, social security, Medicare, unemployment, sales, use, gross-receipts, and any withholding or estimated taxes.

2. The Platform; License; Account; Eligibility

2.1 The Platform. The Platform is a technology marketplace that enables Providers to list, offer, and arrange Services and to communicate with, be matched to, and receive bookings and payments from Customers. FreeTime does not perform the Services, does not control how Providers deliver the Services, and does not guarantee that any listing will result in bookings or income.

2.2 License to Provider. Subject to Provider's continuing compliance with this Agreement, FreeTime grants Provider a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely to offer and arrange the Services and to receive Payouts. All rights not expressly granted are reserved by FreeTime and its licensors.

2.3 Provider Account. Provider must register for a Provider account and provide accurate, current, and complete information. Provider is responsible for maintaining the confidentiality of its account credentials and for all activity under its account, including activity by Provider Personnel. Provider must promptly notify FreeTime of any unauthorized use or suspected breach of security.

2.4 Eligibility. Provider represents and warrants that Provider:

(a) is at least 18 years of age and has the legal capacity to enter into this Agreement;

(b) has the legal right to work and to provide the Services in each jurisdiction where Provider offers or performs them;

(c) holds and will maintain all licenses, registrations, certifications, and permits required by Applicable Law to offer and perform the Services (including, where applicable, massage-therapy, cosmetology, food-handling, or other occupational licensure); and

(d) is not barred from receiving or performing the Services under any Applicable Law and has not been convicted of an offense that would disqualify Provider from providing the Services.

2.5 Entity Providers. If Provider is an entity, the individual accepting this Agreement represents that they are authorized to bind the entity, and references to Provider include the entity and its Provider Personnel. If Provider operates as a sole proprietor, Provider accepts in Provider's individual capacity.

3. Relationship of the Parties

3.1 Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, franchise, or fiduciary relationship between FreeTime and Provider, except that FreeTime acts solely as Provider's limited payment-collection agent for the limited purpose described in Section 7. Neither party has authority to bind the other, to incur obligations on the other's behalf, or to hold itself out as having such authority, except as expressly stated in this Agreement.

3.2 Provider Controls the Manner and Means. Provider, and not FreeTime, determines and controls the manner, means, methods, and details by which the Services are performed. FreeTime does not direct or supervise Provider in the performance of the Services and does not set performance quotas. FreeTime may maintain neutral, published community, safety, and quality standards and eligibility criteria (see Section 6 and Schedule 3); these define acceptable use of the Platform and outcomes, and are not instructions on how Provider must perform the Services.

3.3 Autonomy. Provider has sole discretion over whether, when, where, and how often to use the Platform and to offer or perform Services. Without limitation, Provider:

(a) may accept, decline, ignore, or cancel any service request, in Provider's sole discretion, without penalty from FreeTime for declining or ignoring requests;

(b) sets its own schedule and working hours and is not required to work any minimum or maximum hours, shifts, or days, and is not required to be available or logged in;

(c) may use other platforms, marketplaces, or channels and may provide services to any person, including FreeTime's competitors and Customers obtained outside the Platform (multi-homing), and may perform services for multiple households or Customers;

(d) supplies its own tools, equipment, vehicles, and supplies, and bears its own business expenses; and

(e) may, subject to Section 6 and any applicable screening and approval requirements, use its own Provider Personnel (including approved helpers and substitutes) to assist with or perform the Services.

3.4 No Employee Benefits. Provider is not eligible for, and waives any claim to, any benefits that FreeTime provides to its employees, including health insurance, retirement, paid leave, workers' compensation (except as required by Applicable Law), unemployment insurance, or overtime or minimum-wage protections arising from an employment relationship. Provider is responsible for obtaining its own insurance and benefits.

3.5 No Withholding; Taxes. FreeTime will not withhold or pay any Taxes on Provider's behalf. Provider is solely responsible for determining, reporting, and paying all Taxes arising from the Services and any Payouts, including self-employment and estimated Taxes. Provider will indemnify FreeTime for any Taxes, penalties, or interest assessed against FreeTime due to Provider's failure to pay Taxes or as a result of any determination that Provider or Provider Personnel is an employee (see Section 12).

3.6 Tax Reporting. FreeTime (or its payment processor) may issue IRS Form 1099 (or successor or equivalent forms) and other information returns as required by Applicable Law, and Provider will provide a valid taxpayer identification number and Form W-9 (or Form W-8, as applicable) and other information reasonably required for tax reporting and payment processing.

3.7 Responsibility for Provider Personnel. Provider is solely responsible for its Provider Personnel, including their selection, vetting, background screening, training, supervision, direction, scheduling, wages, benefits, Taxes, insurance, and compliance with this Agreement and Applicable Law. Provider represents that it has (and will maintain) a lawful engagement relationship with each of its Provider Personnel and will discharge all employer or contractor obligations owed to them. FreeTime has no relationship with, and no obligation to, Provider Personnel.

4. Provider's Direct Contract with Customers

4.1 Direct Contract. When a Customer books Services, a direct contract for those Services is formed between Provider and the Customer. FreeTime is not a party to that contract and is not a buyer, reseller, employer, or agent of Provider for purposes of performing the Services (FreeTime's only agency role is the limited payment-collection agency in Section 7).

4.2 Sole Responsibility for the Services. Provider is solely responsible for the Services and for the acts and omissions of Provider Personnel, including their quality, timeliness, safety, legality, and fitness for purpose, and for any resulting injury, loss, or damage. Provider is responsible for setting expectations with Customers, honoring commitments, and resolving service-related disputes with Customers, subject to any Platform policies.

4.3 No Responsibility by FreeTime. FreeTime does not perform, supervise, control, endorse, guarantee, or assume any responsibility for the Services, any Provider, any Customer, or the acts or omissions of any of them. FreeTime's facilitation of introductions, bookings, communications, and payments does not make FreeTime responsible for the Services. Any ratings, screening, or standards are not a warranty of any Provider, Customer, or outcome.

5. Eligibility, Vetting and Background Checks

5.1 Screening. As a condition of accessing the Platform and from time to time thereafter, Provider (and, where applicable, each of Provider's Provider Personnel) may be required to complete identity verification, eligibility checks, licensure verification, and background or criminal-history screening performed by FreeTime or a Background Check Provider such as Checkr, Inc.

5.2 Consent. Provider consents to such screening and agrees to provide accurate information and to promptly complete any required forms and authorizations. Where a consumer report or investigative consumer report (as defined by the federal Fair Credit Reporting Act or analogous state law) is obtained, FreeTime will provide the separate disclosure(s) and obtain the separate written authorization(s) required by Applicable Law.

5.3 Ongoing and Periodic Checks. FreeTime may, consistent with Applicable Law and Provider's authorization, conduct ongoing, periodic, or event-triggered re-screening for so long as Provider uses the Platform, and may condition continued access on satisfactory results.

5.4 No Guarantee of Suitability. Screening has inherent limitations and is not a guarantee. FreeTime does not warrant the accuracy or completeness of any screening or the suitability, honesty, safety, or fitness of any Provider, Provider Personnel, or Customer. Providers and Customers are responsible for exercising their own judgment and taking their own precautions.

6. Provider Obligations and Standards

6.1 Provider will, at Provider's own expense:

(a) obtain and maintain all licenses, registrations, certifications, permits, and insurance required by Applicable Law to offer and perform the Services;

(b) comply with all Applicable Law in offering and performing the Services and in operating Provider's business, including tax, labor, health-and-safety, consumer-protection, and licensing laws;

(c) perform the Services in a professional, competent, workmanlike, and safe manner consistent with generally accepted standards for the applicable service category;

(d) provide and maintain its own tools, equipment, vehicles, products, and supplies suitable for the Services, and be responsible for their safety, condition, and legality;

(e) observe FreeTime's published community, safety, and quality standards and eligibility criteria (see Schedule 3), which describe acceptable outcomes and use of the Platform and do not direct the manner or means of performance;

(f) provide accurate, complete, and non-misleading listing information, descriptions, pricing, availability, credentials, and Provider Content, and keep them current; and

(g) treat Customers, other Providers, and FreeTime personnel lawfully, honestly, and respectfully.

6.2 Provider will not, and will ensure its Provider Personnel do not:

(a) engage in any unlawful, fraudulent, discriminatory, harassing, abusive, violent, or unsafe conduct;

(b) misrepresent identity, credentials, licensure, experience, or the nature or scope of the Services;

(c) use the Platform to transmit malware, interfere with its operation, scrape or harvest data, or circumvent security or fees;

(d) solicit or arrange payment off-Platform to evade the Service Fee, or divert Customers obtained through the Platform off-Platform in violation of Platform policies; or

(e) offer or perform any service that is illegal or that Provider is not licensed or qualified to perform.

6.3 No Control Over Method. The standards and prohibitions in this Section are outcome- and conduct-based requirements applicable to use of the Platform and are not intended to, and do not, direct or control the manner, means, or details by which Provider performs the Services, which remain within Provider's sole control.

7. Fees, Payment Processing and Payouts

7.1 Limited Payment-Collection Agent. Provider appoints FreeTime as Provider's limited agent solely for the purpose of collecting, holding, and remitting payments from Customers for the Services on Provider's behalf. This appointment is limited to payment collection and does not make FreeTime a party to the Provider-Customer service contract or responsible for the Services.

7.2 Discharge of Customer's Payment Obligation. Because FreeTime collects payment as Provider's agent, a Customer's payment of the service price to FreeTime (or its payment processor) satisfies and discharges the Customer's payment obligation to Provider for that booking, whether or not FreeTime remits the corresponding Payout to Provider. Provider will look solely to FreeTime for the corresponding Payout and will not seek further payment from the Customer for that amount.

7.3 Service Fee. In consideration of the Platform and related services, FreeTime charges the Service Fee as disclosed through the Platform. FreeTime is authorized to deduct and retain the Service Fee, applicable payment-processing fees, and any amounts described in Section 7.6 from amounts collected on Provider's behalf before remitting the Payout.

7.4 Payouts. FreeTime will remit undisputed Payouts to Provider on a per-booking basis following completion of the Services, or such other schedule as is disclosed through the Platform, using the payout method and account Provider designates. In all cases, FreeTime will initiate payment of each undisputed Payout no later than thirty (30) days after completion of the applicable Services. Provider is solely responsible for the accuracy of its payout-account information and for any loss caused by inaccurate or outdated information.

7.5 Third-Party Processor. Payment collection and disbursement are processed by one or more third-party payment processors, currently Stripe, Inc. Provider's use of payment services is subject to the processor's applicable terms (including any connected-account agreement), and Provider agrees to those terms. FreeTime is not responsible for the acts or omissions of any payment processor.

7.6 Refunds, Chargebacks, Adjustments; Reversal and Set-Off. Provider is responsible for refunds, chargebacks, credits, and adjustments attributable to the Services or to Provider's conduct. FreeTime may, consistent with Platform policies and Applicable Law, process refunds or adjustments to Customers, and may reverse, offset, or deduct the corresponding amounts (together with related fees) from current or future Payouts. If Payouts are insufficient, Provider will promptly reimburse FreeTime on demand. FreeTime has a right of set-off against any amounts it owes Provider for any amounts Provider owes FreeTime under this Agreement.

7.7 Taxes on Fees; Pricing. Amounts stated exclude Taxes unless otherwise indicated. Provider is responsible for determining and remitting any Taxes it is required to collect from Customers, and for its own Taxes as set out in Section 3. Provider is responsible for setting its own prices except where the Platform requires prices to be established through defined tools or ranges disclosed to Provider.

7.8 Changes to Platform Pricing, Fees, and Payout Amounts. FreeTime may revise platform-published customer pricing, the Service Fee, and the resulting Payout amounts from time to time. Revisions take effect on notice provided through the Platform (including by posting updated amounts in the Platform's pricing or payout displays) and apply prospectively only, to bookings accepted after the effective date of the revision. Bookings accepted before the effective date are settled on the terms disclosed through the Platform at the time of acceptance. The per-booking Payout shown to Provider through the Platform before Provider accepts an engagement remains the controlling disclosure of Provider's compensation for that engagement. Any earnings figures, ranges, or examples that FreeTime publishes, on its websites, in marketing materials, or elsewhere, are illustrative only, are not a promise or guarantee of any rate or income, and do not modify the compensation disclosed through the Platform.

8. Insurance

8.1 Coverage. Provider is responsible for maintaining any insurance appropriate to the Services and required by Applicable Law. FreeTime recommends that Provider carry general liability coverage suitable to Provider's business.

8.2 Evidence. FreeTime may require proof of insurance for certain service categories. Where requested and commercially available, Provider will provide certificates of insurance evidencing the coverage Provider maintains.

9. Intellectual Property

9.1 FreeTime IP. As between the parties, FreeTime and its licensors own all right, title, and interest in and to the Platform and all related software, technology, content, trademarks, service marks, logos, and other intellectual property (FreeTime IP). Except for the limited license in Section 2.2, no rights in the FreeTime IP are granted to Provider.

9.2 License to Provider Content. Provider retains ownership of Provider Content. Provider grants FreeTime a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (for formatting), publish, publicly display and perform, distribute, and otherwise use Provider Content, and Provider's name, business name, likeness, voice, and marks, for the purposes of operating, providing, improving, promoting, and marketing the Platform and Provider's listings and the Services, including in Platform listings, search results, and marketing and promotional materials across channels. This license continues for content Provider has made available until it is removed, except for residual copies and prior permitted uses.

9.3 Feedback. If Provider provides suggestions, ideas, or feedback about the Platform (Feedback), Provider grants FreeTime a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback for any purpose without restriction or compensation, and, to the extent an assignment is necessary, assigns the Feedback to FreeTime.

9.4 Provider Warranty. Provider represents and warrants that it owns or has all rights necessary to grant the licenses in this Section and that Provider Content does not infringe or violate the rights of any third party or Applicable Law.

10. Confidentiality and Customer Data

10.1 Confidential and Personal Information. In connection with the Platform, Provider may receive non-public information of FreeTime and of Customers, including business, technical, and financial information and Customer personal information such as names, contact details, addresses, access information, and service history (Confidential Information, which includes Customer personal information/PII).

10.2 Use and Protection. Provider will: (a) use Confidential Information solely to perform the Services and use the Platform as permitted; (b) protect it using reasonable administrative, technical, and physical safeguards; (c) not disclose it except to Provider Personnel who need it to perform the Services and who are bound by confidentiality obligations at least as protective as these; and (d) comply with Applicable Law governing personal information.

10.3 No Off-Platform Solicitation or Retention. Provider will not use Customer personal information to solicit, contact, or transact with Customers off the Platform in circumvention of the Platform or its policies, will not sell or share Customer personal information, and will not retain Customer personal information longer than necessary to perform the Services.

10.4 Return or Deletion. Upon termination or deactivation, or on FreeTime's request, Provider will return or securely delete Confidential Information in its possession or control, except as required to be retained by Applicable Law. Provider will promptly notify FreeTime of any actual or suspected unauthorized access to or disclosure of Confidential Information.

10.5 Survival. The obligations in this Section survive termination for so long as the information remains confidential or as required by Applicable Law.

11. Representations and Warranties

11.1 Provider represents and warrants, as of the Effective Date and each time Provider offers or performs Services, that:

(a) Provider has the full right, power, and authority to enter into and perform this Agreement;

(b) Provider and its Provider Personnel hold all qualifications, licenses, and certifications required by Applicable Law to perform the Services;

(c) Provider's entry into and performance of this Agreement do not and will not conflict with or breach any other agreement or obligation binding on Provider;

(d) Provider and its Provider Personnel have the legal right to work and to perform the Services in the applicable jurisdictions;

(e) all information Provider provides (including Provider Content and screening information) is accurate, current, and complete; and

(f) Provider will perform the Services and operate its business in compliance with Applicable Law.

12. Indemnification

12.1 Indemnity. Provider will defend, indemnify, and hold harmless FreeTime and its members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns (the FreeTime Indemnitees) from and against any and all Claims to the extent arising out of or relating to:

(a) the Services or Provider's or Provider Personnel's performance, non-performance, acts, or omissions;

(b) any bodily injury, death, or damage to or loss of property connected with the Services or Provider's use of the Platform;

(c) any claim by Provider or any Provider Personnel that Provider or such personnel is or was an employee of FreeTime, or any claim for wages, benefits, overtime, unemployment, workers' compensation, Taxes, withholding, or penalties arising from misclassification or from Provider's engagement of Provider Personnel;

(d) Provider's violation of Applicable Law or of the rights of any Customer, Provider Personnel, or third party, including intellectual-property, privacy, and consumer-protection rights;

(e) Provider Content or any of the licenses granted in Section 9; and

(f) Provider's breach of this Agreement, including its representations, warranties, and covenants.

12.2 Procedure. FreeTime will notify Provider of any Claim for which it seeks indemnification (provided that failure to give prompt notice will not relieve Provider except to the extent prejudiced). FreeTime may participate in the defense with its own counsel at its own expense, and Provider will not settle any Claim in a manner that imposes any liability or obligation on, or requires any admission by, a FreeTime Indemnitee without the Indemnitee's prior written consent. FreeTime may assume control of the defense of any Claim, at Provider's expense, where Provider fails to diligently defend or where a conflict exists.

13. Disclaimers; Limitation of Liability

13.1 Platform Provided AS IS. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FREETIME DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13.2 No Earnings or Volume Guarantee. FreeTime does not guarantee any minimum bookings, volume, utilization, earnings, or income. Any estimates or projections are illustrative only and are not a promise of results.

13.3 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FREETIME AND THE FREETIME INDEMNITEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.4 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FREETIME AND THE FREETIME INDEMNITEES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES FREETIME ACTUALLY RETAINED FROM PROVIDER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.5 Allocation; Exceptions. The disclaimers and limitations in this Section reflect the allocation of risk between the parties and apply to the fullest extent permitted by Applicable Law. Some jurisdictions do not allow certain exclusions or limitations, so some may not apply to Provider; in that case, liability is limited to the least extent permitted by Applicable Law.

14. Term; Suspension; Deactivation; Termination

14.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided in this Section.

14.2 Termination at Will. Either party may terminate this Agreement and end the relationship at any time, for any or no reason, upon notice (which FreeTime may provide through the Platform or to Provider's contact on file). Consistent with Provider's independent-contractor status, neither party is obligated to continue the relationship.

14.3 Suspension and Deactivation. FreeTime may suspend, restrict, or deactivate Provider's access to the Platform, in whole or in part, immediately and without prior notice, where FreeTime reasonably determines that: (a) Provider has violated this Agreement, Applicable Law, or Platform policies; (b) there is a safety, security, fraud, legal, or reputational risk; (c) required screening, licensure, or eligibility is not satisfied; or (d) suspension is required by Applicable Law or a governmental authority.

14.4 Effect of Termination. Upon termination or deactivation, Provider's license to use the Platform ends and Provider must cease using the Platform. Provider remains responsible for completing or resolving any in-progress bookings unless directed otherwise. FreeTime will remit undisputed Payouts owed to Provider for completed Services, subject to reversals, adjustments, and set-off under Section 7 and to any holdback reasonably necessary to cover anticipated refunds or chargebacks.

14.5 Survival. Sections 1, 3.4 through 3.7, 4, 7 (as to accrued amounts and reversals), 9, 10, 11, 12, 13, 15, 16, and 17, and any other provision that by its nature should survive, survive termination.

15. Dispute Resolution; Arbitration; Class-Action Waiver

This Section requires most disputes to be resolved by binding individual arbitration and waives jury trials and class or representative actions. Please read it carefully. Provider may opt out within 30 days as provided below.

15.1 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally for at least 30 days after written notice describing the dispute and the relief sought (notice to FreeTime at legal@freetime.app or the address in Section 17).

15.2 Binding Arbitration. Except for the carve-outs in Section 15.5, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Services, the relationship between the parties, or Provider's classification (a Dispute) will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA). For Providers who are individuals, the AAA Consumer Arbitration Rules apply, as modified by this Agreement. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

15.3 Class and Representative-Action Waiver. To the maximum extent permitted by Applicable Law, all Disputes will be arbitrated on an individual basis only. The parties waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any class or representative proceeding. If this waiver is found unenforceable as to a particular claim or form of relief, that claim or relief will be severed and heard in a court of competent jurisdiction, while the remaining claims proceed in arbitration. Nothing in this Section prevents Provider from bringing a representative action under the California Private Attorneys General Act to the extent such a waiver is unenforceable under California law, and any such claim shall be stayed pending arbitration of Provider's individual claims.

15.4 Delegation. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that it is void or voidable, except that a court decides the enforceability of the class/representative-action waiver in Section 15.3.

15.5 Carve-Outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property or the breach of confidentiality obligations. Seeking such relief does not waive the right to arbitrate other Disputes.

15.6 Mass Arbitration. If 25 or more similar arbitration demands are filed by or with the assistance of the same or coordinated counsel, the parties agree that the arbitrations will proceed in batches of no more than 25 demands at a time as a fair and efficient procedure for resolving the demands.

15.7 Opt-Out. Provider may opt out of this Section 15 (except Section 15.5) by sending written notice of the decision to opt out to legal@freetime.app within 30 days after the Effective Date, stating Provider's name and intent to opt out. Opting out will not affect any other part of this Agreement and will not adversely affect Provider's relationship with FreeTime.

15.8 Venue for Court Proceedings. For any Dispute not subject to arbitration (including proceedings to enforce arbitration or an award, and the carve-outs above), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, and waive any objection to that venue.

16. Changes to this Agreement and Platform Terms

16.1 Updates. FreeTime may modify this Agreement, the Platform, the Service Fee, and Platform policies from time to time. FreeTime will post the updated terms or notify Provider through the Platform or to Provider's contact on file, and will indicate the effective date of the changes. Changes to platform-published pricing, the Service Fee, or Payout amounts are further described in Section 7.8 and apply only to bookings accepted after the effective date of the change.

16.2 Acceptance. Except where a longer notice period is required by Applicable Law, Provider's continued access to or use of the Platform after the effective date of a change constitutes acceptance of the updated terms. If Provider does not agree to a change, Provider must stop using the Platform and may terminate under Section 14. Changes to the arbitration provisions will be subject to the opt-out mechanics described in Section 15 to the extent required by Applicable Law.

17. General

17.1 Assignment. FreeTime may assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. Provider may not assign or transfer this Agreement or any rights or obligations under it without FreeTime's prior written consent, and any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.2 Entire Agreement. This Agreement, together with its Schedules and the Platform policies and terms incorporated by reference, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications on that subject. In the event of a conflict, the body of this Agreement controls over a Schedule unless the Schedule expressly states otherwise.

17.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions will remain in full force and effect.

17.4 No Waiver. No failure or delay by a party in exercising any right under this Agreement operates as a waiver, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party.

17.5 Notices. FreeTime may give notices to Provider through the Platform, by email, or to the contact information on file, and such notices are deemed given when sent or posted. Provider must give notices to FreeTime in writing to FreeTime LLC, 521 Fifth Avenue, 17th Floor, New York, NY 10175, Attention: Legal, with a copy to legal@freetime.app. Provider is responsible for keeping its contact information current.

17.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, labor disputes, utility or telecommunications failures, governmental action, and internet or third-party service failures.

17.7 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors as described in Section 3. Except for the FreeTime Indemnitees (who are intended beneficiaries of Sections 12 and 13), this Agreement does not create any third-party beneficiary rights.

17.8 Governing Law. This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs Section 15. This choice of law does not deprive Provider of the protection of any mandatory worker-protective law of the jurisdiction where Provider performs the Services to the extent such law applies notwithstanding the parties' choice.

17.9 Electronic Acceptance and Records. Provider consents to transact electronically and agrees that Provider's electronic acceptance has the same legal effect as a handwritten signature. FreeTime may maintain records of this Agreement and its acceptance in electronic form.

17.10 Survival; Interpretation; Counterparts. Provisions that by their nature should survive termination will survive. Headings are for convenience only. If a signed counterpart is used, this Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

18. Acceptance

BY CLICKING "I AGREE" (OR A SIMILAR CONTROL), CREATING OR ACTIVATING A PROVIDER ACCOUNT, OR ACCESSING OR USING THE PLATFORM, PROVIDER ACKNOWLEDGES THAT PROVIDER HAS READ AND UNDERSTOOD THIS AGREEMENT AND AGREES TO BE BOUND BY IT, INCLUDING THE ARBITRATION AND CLASS-ACTION WAIVER IN SECTION 15.

An electronic acceptance is sufficient to form this Agreement. Provider's typed name submitted at acceptance serves as Provider's electronic signature, and the legal name and mailing address provided in Provider's onboarding profile are recorded with Provider's acceptance and identify Provider as a party to this Agreement.

Schedule 1: Service Fee and Payout Terms

This Schedule is incorporated into the Agreement. FreeTime may update these terms as provided in Section 16.

Service Fee

The percentage or amount disclosed to Provider through the Platform.

Payment-processing fees

As disclosed through the Platform, charged by Stripe, Inc.

Payout cadence

Per-booking, following completion of the Services, or such other schedule as disclosed through the Platform; in all cases initiated no later than thirty (30) days after completion of the applicable Services.

Payout method

Transfer to Provider's designated account.

Refund and chargeback responsibility

Provider; subject to reversal and set-off under Section 7.6.

Tax forms

Issued as required by Applicable Law.

Changes to pricing and fees

Platform-published pricing, the Service Fee, and resulting Payout amounts may be revised as described in Sections 7.8 and 16. Revisions apply only to bookings accepted after the effective date of the change; bookings accepted earlier settle on the terms disclosed at acceptance.

Schedule 2: Insurance

Provider is responsible for maintaining any insurance appropriate to the Services and required by Applicable Law. FreeTime recommends general liability coverage suitable to Provider's business and may require proof of insurance for certain service categories. Provider will provide certificates of insurance upon request where commercially available.

Schedule 3: Community and Quality Standards (Summary)

The following is a plain-language summary of FreeTime's community, safety, and quality standards. These describe expected outcomes and acceptable use of the Platform; they do not direct the manner or means by which Provider performs the Services, which remain within Provider's control.

Professionalism and respect. Communicate honestly and treat Customers, other Providers, and staff with respect; no harassment, discrimination, or abusive conduct.

Safety. Perform Services safely; use appropriate, well-maintained tools and supplies; follow applicable safety and sanitation practices; report safety incidents.

Reliability. Honor accepted bookings; communicate promptly about scheduling; avoid unexplained no-shows or last-minute cancellations.

Accuracy. Keep listings, credentials, availability, and pricing accurate and current; do not misrepresent qualifications or the Services.

Compliance. Maintain required licenses and permits; comply with Applicable Law; only offer Services Provider is qualified and licensed to perform.

Privacy. Protect Customer information; use it only to perform the Services; do not solicit off-Platform in violation of policy or retain data unnecessarily.

Platform integrity. Do not circumvent fees, manipulate ratings, or misuse the Platform; report fraud or safety concerns.

Failure to meet these standards may result in warnings, suspension, or deactivation under Section 14.