SmartShifts Partnership Program

Terms of Service

Last Updated: November 28, 2023

ARTICLE 1 - INTRODUCTION

PLEASE BE ADVISED THAT THIS CONSTITUTES A LEGALLY BINDING CONTRACT.

YOU MUST BE A MINIMUM OF 18 YEARS OF AGE TO CONSENT TO THESE TERMS OF SERVICE AGREEMENT AND UTILISE THE SMARTSHIFTS SERVICES. IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE PROHIBITED FROM USING THE SMARTSHIFTS SERVICES OR THE SMARTSHIFTS PLATFORM.

These Terms of Service Agreement (“Agreement”) is between you, acting as a SmartShifts Partner (as specified below), and SmartShifts. (“SmartShifts,” “Company,” “we,” “us,” “our”). Except where otherwise indicated, the parties may collectively be referred to as “Parties.” In recognition of the promises, covenants, usage of the SmartShifts Platform, and reciprocal agreements stated in this document, the parties hereby consent as follows:

ARTICLE 2 - DEFINITIONS

“SmartShifts Partner”/“Partner”: This term refers to either an individual or an entity that engages in activities aimed at promoting the SmartShifts platform with the intent of earning passive income. A SmartShifts Partner undertakes the role of marketing and increasing the user base of the platform by attracting new clients and facilitating the use of the platform's services.

"SmartShifts Platform"/"Platform"/"Our Platform": This is a software-based platform that serves as a comprehensive interface and marketplace. It is designed to provide critical information and facilitate interactions within a freelance community. The Platform enables workers and freelancers who are seeking per diem work opportunities to access and select from a diverse array of shifts. These shifts are made available, published, posted, or listed by Recruitment Agencies or other entities through the Platform.

"Confidential Information": This refers to any information regarding the operations, financials, clientele, vendors, business strategies, and other sensitive details about the Company and its Customers, Customer Prospects, Proprietary Information, Independent Contractors, and/or Vendors that is not publicly known and which you may come to know, have access to, or become acquainted with during your engagement with the Company. Confidential Information encompasses various operational aspects of the Company that are encountered through

interaction with the SmartShifts Platform or disclosed by the Company or its representatives.

"Proprietary Information": This term encompasses a wide array of intellectual and creative outputs, including discoveries, developments, methods, processes, compositions, works, lists, concepts, and ideas, regardless of their patentability or copyright status. It includes, but is not limited to, trade secrets, technical data, know-how, inventions, designs, documentation, algorithms, and other business-critical information. Proprietary Information is generated, maintained, or encountered by the Company in the course of its business and includes anything related to the Company’s business or products, whether conceived, created, or utilized during engagement with the Company or through the use of the SmartShifts Platform.

"Shift": This term defines a specific period, marked by a set date and time, during which a Freelancer or Worker is contracted to provide professional services for an Agency or Employer via the SmartShifts Platform. A Shift represents a discrete work engagement facilitated through the Platform, encompassing the provision of services by independent contractors in various capacities.

ARTICLE 3 – ELIGIBILITY AND REGISTRATION

3.1 Eligibility Criteria

The SmartShifts Partnership Program ("the Program") hereby extends eligibility for participation to both natural persons and corporate entities (hereinafter referred to as "Prospective Partners") who express an interest in generating passive revenue through the promotion and endorsement of the SmartShifts platform ("the Platform").

Prospective Partners shall be considered eligible for participation in the Program provided they are of legal age to form a binding contract under the applicable laws of their jurisdiction and are not barred from receiving services under the laws of the United Kingdom or other applicable jurisdictions.

3.2 Registration Process

In order to formalize engagement with the Program, Prospective Partners are required to complete a registration process. This process necessitates the submission of certain personal and/or organizational details for the purpose of establishing a verified Partner account on the Platform. Required information for registration includes, but is not limited to: the full legal name of the Prospective Partner, a valid and operational telephone number, an active email address, complete banking details including but not limited to account number and sort code for the purposes of financial transactions, the full residential or business address, and a clear indication of the nature of the registrant (individual or business entity).

The submission of false, inaccurate, or incomplete information during the registration process shall constitute grounds for immediate disqualification from the Program or termination of an existing partnership agreement.

3.3 Verification of Information

SmartShifts reserves the right, at its sole discretion, to undertake necessary verification checks to ascertain the accuracy and validity of the information provided by Prospective Partners. This may include, but is not limited to, identity verification, age verification, and verification of residential or business address. The Prospective Partner hereby grants SmartShifts unequivocal consent to perform such background checks as deemed necessary. Refusal to comply with these verification procedures or the discovery of fraudulent information will result in immediate rejection of the registration application or termination of an existing partnership.

3.4 Confirmation of Partnership

Upon successful completion of the registration process and satisfactory verification of the provided information, SmartShifts shall confirm the establishment of the Partnership. This confirmation will be communicated via the email address provided during the registration process. The confirmation of Partnership constitutes the Prospective Partner's formal induction into the Program, granting them access to the Platform and eligibility to commence promotional activities as outlined in the terms and conditions of the SmartShifts Partnership Program.

ARTICLE 4 - ACCEPTANCE OF TERMS AND CONDITIONS

4.1 By completing the registration process and accepting the confirmation of Partnership, the Prospective Partner acknowledges and agrees to adhere to all terms and conditions set forth by SmartShifts for the duration of their participation in the Program. The Prospective Partner affirms their understanding that any breach of these terms and conditions may result in immediate termination of the Partnership and forfeiture of any accrued benefits or earnings under the Program.

ARTICLE 5 - INTELLECTUAL PROPERTY

5.1 We, SmartShifts, own our software platform along with all of the text, images, software, trademarks, service marks, Confidential Information, Proprietary Information, and other property contained on our websites, digital Platforms, software, or any other tools, materials, or elements associated with the operation of our Platform in any way whatsoever (“Intellectual Property”). Aside from your use of the SmartShifts Platform and any applicable Terms of Use or other licenses that may have been granted, you have no rights to, and shall not copy, obtain, distribute, or transmit any Intellectual Property, except for your individual use in accordance with this Agreement or our Terms of Use, which are incorporated herein by reference. All copyright, trademark, and other proprietary rights notices included on our Platform as presented on our Platform must appear on all copies you print or create in any way if you have been granted such a license to use. Other product, service, or company designations, logos, trademarks, or similar that may appear on our Platform belong to their respective owners, and any infringement thereof shall be pursued under law. Your use of and access to our Platform does not grant you any license or right to use any of the marks included on our Platform in any way. Any license or use of any Intellectual Property can only be granted by us in writing.

5.2 In the event that a party is asked to or required to disclose any Intellectual Property, or any other information concerning SmartShifts by law or regulation, that party shall provide SmartShifts with prompt written notice of such request or requirement. This allows SmartShifts (i) to seek an appropriate protective order or other remedy, (ii) to consult with the parties about taking steps to resist or limit the scope of such request or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If such protective order or other remedy is not obtained, or SmartShifts waives compliance, in whole or in part, with the terms of this Agreement, the parties shall make commercially reasonable efforts to disclose only that portion of the Intellectual Property legally required to be disclosed and to ensure that all Intellectual Property so disclosed is treated confidentially. All rights, titles, and interest in and to the Intellectual Property will remain the exclusive property of SmartShifts.

5.3 Nothing in this Agreement will be interpreted to grant the parties any rights to or license under the Intellectual Property or under any related patent, patent application, trademark, copyright, know-how, or other intellectual property of SmartShifts. If you are asked about information covered by this agreement by someone not authorised to receive such information, you agree to notify the Company within 24 hours of such a request. Please note that we assume no responsibility for reviewing unsolicited or solicited ideas, materials, or submissions for our Platform, including but not limited to, product, platform use, or advertising ideas, and will not be liable for any similarities between those ideas and materials that may appear in future SmartShifts programs or content. Also, remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials, ideas, submissions, submitted to us become the exclusive property of SmartShifts.

Duty of Confidentiality and Restriction. At all relevant times now and in the future, and during your involvement with the Company, you, your agents, employees, associated personnel, shall not directly or indirectly reveal, export, disclose, allow access, or otherwise distribute any Company’s Intellectual Property outside of your use of the SmartShifts Platform in accordance with this Agreement. Except as is reasonably necessary in the performance of the parties obligations to SmartShifts, use of our Platform, and in accordance with this Agreement, you shall not directly or indirectly reveal, export, disclose, allow access, or otherwise distribute any Company’s Intellectual Property to anyone for any reason without SmartShifts’s express written consent before, during, or after your use of the SmartShifts Platform. The parties acknowledge that SmartShifts’s Intellectual Property may increase in its amount, content, or duration and is not limited in scope. Notwithstanding the foregoing, Intellectual Property does not include any information that: (A) was or entered the public domain through no fault of the parties and not in violation of this Agreement; or (B) is disclosed to the parties by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality.

Nature of Intellectual Property. The parties acknowledge and agree that the Intellectual Property protected by this Agreement is of a special, unique, unusual, extraordinary, and

intellectual character that monetary damages would not suffice to prevent or compensate for the unauthorised use or disclosure of the Intellectual Property or breach of the covenants herein. Therefore, specific performance, injunctive relief, and other equitable remedies would be appropriate to prevent any actual or threatened use or disclosure of the Intellectual Property or breach of the covenants herein. The parties also acknowledge that the interests of SmartShifts in and to its Intellectual Property may be irreparably injured by disclosure of such Intellectual Property. The remedies stated above may be pursued in addition to any other remedies available at law or in equity for breach of this Agreement, and the parties agree to waive any requirement for the securing or posting of any bond or other security in connection with such remedy. Should litigation be instituted to enforce any provision hereof, the prevailing party will be entitled to recover all costs, including, without limitation, reasonable legal fees, cost of investigation and cost of settlement.

ARTICLE 6 - YOUR DATA AND USAGE.

6.1 SmartShifts utilises data and information ("Your Data") of the SmartShifts Partner to deliver services and application usage as approved by these terms and in compliance with our Privacy Policy, which is incorporated herein by reference. It is acknowledged and agreed that we may, for the provision of any service and for your use of Our Platform: (i) duplicate Your Data stored on Our Platform or on a third-party service that you allow us access to via an API ("application programming interface") or other means; and (ii) adapt and transfer Your Data back to said third party, all subject to the third party's terms of service overseeing Your Data. We may retain copies of Your Data to meet applicable law requirements and audits. The responsibility for the accuracy, quality, and legality of Your Data on Our Platform is solely yours. You assure us that any information you provide to us regarding your use of the SmartShifts Platform, background check, or other processes we may require is accurate and complete. You shall safeguard us against any inaccuracies, omissions, or false information or documentation you provide.

6.2 As a SmartShifts Partner, to offer you a variety of features and services, you give SmartShifts permission to share the following categories of your personal data ("Your Data") with third parties for business use and in conjunction with your use of the SmartShifts Platform, including but not limited to:

Personal identifiers, such as your name, address, email address, phone number, date of birth, government identification number, driver’s license information, etc.

Financial data, including bank routing numbers, tax details, and any other payment information you provide;

Internet or other electronic network activity information, such as your IP address, browser type, operating system version, carrier and/or manufacturer, device identifiers, and mobile advertising identifiers;

Location or geo-location data.

Any information or documentation you upload or send through the SmartShifts Platform.

Any other data or documentation you might provide or which may be required for our Platform

usage.

6.3 You acknowledge and agree that our use of your personal information is compliant with the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR). You release SmartShifts from any liability arising from the use and disclosure of your information to any Agency, Freelancer, or third party, provided that such disclosure is directly related to your use of the SmartShifts Platform. This clause is governed by the laws of England and Wales, and you agree to submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes.

6.4 We might monitor Our Platform's performance and usage by all our clients and merge this data with other data including Your Data, and use such combined data in an aggregate manner. You hereby agree and authorise SmartShifts to collect, use, and publish such aggregate data for the purpose of creating statistics regarding our User base. Examples of our use of such Information include, but are not limited to, the number of users of Our Platform, the number of transactions, and growth rates.

Securing Your Data. We will employ commercially reasonable physical, managerial, and technical safeguards to protect Your Data on Our Platform from unauthorised and undesired use or disclosure. SmartShifts will make every commercially acceptable and reasonable effort to: (a) maintain the confidentiality of Your Data and confidential information using the same degree of care that it uses with Our Platform and any confidential information, but with no less than reasonable care; (b) not use any of Your Data or confidential information for any purpose outside these terms; and (c) not disclose Your Data and confidential information to any party other than our personnel, Agencies, contractors, advisors, and agents as related to the use of our Platform. You acknowledge that SmartShifts may be legally compelled to disclose any of Your Data or confidential information under law.

ARTICLE 7 - COMMUNICATIONS CONSENT

7.1 By accepting this agreement or through use of Our Platform, you acknowledge, consent, and subscribe to receive communications from us or our affiliated partners to your email address, telephone number, mobile number, physical address, or similar, including via email, text message, calls, social media communications, website communications, and push notifications. You acknowledge that we may use pre-recorded communications that may be generated by automatic telephone dialing systems. Communications from SmartShifts, or any affiliated partners may include but are not limited to: operational communications concerning your account or use of Our Platform, updates concerning new and existing features on Our Platform, communications concerning promotions run by us or third-party partners, and/or news concerning SmartShifts and industry developments, or for any reason related to the use of our Platform or services related thereto. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may receive messages at least weekly through different modes of communications from SmartShifts or affiliated companies. We may also contact you to answer certain questions we may have including but not limited to your relationship with us, your use of our Platform, to complete any additional information regarding your profile, or to set up your

account. We may store your mobile number and information on our Platform in your profile and may use your mobile number to contact you regarding your use of our Platform as stated herein or by our Terms of Use which are incorporated herein by reference.

7.2 If you wish to opt-out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt-out of other promotional messages, you can manage your communication preferences within your account settings on Our Platform or by following any messaging instructions on how to opt-out, however, you acknowledge that opting out of receiving any type of promotional message may impact your use of Our Platform or related services.

ARTICLE 8 - ADDITIONAL TERMS APPLICABLE TO SMARTSHIFTS PARTNER

8.1 Relationship Between Parties

By agreeing to these terms, you, as a SmartShifts Partner ("Partner"), acknowledge and confirm that your engagement with SmartShifts ("Company") is strictly on a partnership basis. This agreement does not establish an employment, agency, joint venture, or any form of legal association between you and the Company, nor between you and any recruitment agency or employer client of the Company ("Client").

You understand that your role as a Partner is independent and autonomous, devoid of any legal or employment obligations, rights, or benefits that typically arise from an employer-employee or agency relationship.

8.2 Partner Responsibilities

As a Partner, your primary responsibility is to promote and market the SmartShifts platform to local businesses, aiming to encourage their registration and use of the Company's freelance workforce for fulfilling their shift requirements.

Prior to undertaking these promotional activities, you are required to successfully complete an interview process, which is designed to assess your suitability and readiness to participate effectively in the Program.

8.3 Commission and Earnings Structure

As a remuneration for your promotional efforts, you are entitled to a commission of 30% on the total fee levied by the Company to Clients for each shift that is successfully completed by a freelance worker through the SmartShifts platform.

A fixed administrative and commission fee of £6+VAT is applicable for each shift. As a Partner, you will earn a commission of £1.80 for every completed shift associated with the Clients you have onboarded.

Payment of your commission is contingent upon the completion, approval, and financial settlement of shifts by the Clients within a stipulated two-week billing cycle.

8.4 Account Management Tools

To facilitate effective management of your partnership activities, you will be granted access to a proprietary web application. This tool is designed to provide a comprehensive overview of your account and enable tracking of the business clients you have successfully onboarded.

Through this application, you can monitor key metrics such as the number of shifts posted by your onboarded Clients, the approval status of these shifts, and their corresponding payment statuses.

8.5 Operational Restrictions and Limitations

There is no upper limit imposed on the number of Clients you can onboard to the SmartShifts platform. However, it is mandated that two Partners cannot refer or onboard the same Client. You will not have access to the personal details of the freelance workers engaged through the platform. Your direct communication is restricted solely to the Clients you have onboarded.

The commission earning period is capped at 12 months from the date a Client registers on the SmartShifts platform, post which the commission entitlement ceases.

8.6 Confidentiality and Compliance with Data Protection Laws

During your tenure as a Partner, you may be privy to sensitive personal and business information. You are obligated to maintain the confidentiality of such information and handle it in strict accordance with applicable data protection laws and the Company's privacy policy.

Any breach of confidentiality or non-compliance with data protection regulations will be viewed as a serious violation of these terms and may result in immediate termination of your partnership and potential legal repercussions.

ARTICLE 9 - TERM AND TERMINATION OF THIS AGREEMENT

9.1 These terms commence on the date you sign up for Our Platform. SmartShifts reserves the right to cease providing services for any reasonable business reason as stated herein with appropriate notice to existing Partners. SmartShifts reserves the sole and absolute right to put a hold on your account, prevent you from advertising on Our Platform, or permanently prevent you from using our Platform for any reason it deems appropriate, is in violation of law, or is contrary to your obligations in this Agreement, however slight. In doing so, SmartShifts may terminate your access and use of the SmartShifts Platform at any time for any reason, with or without cause. Any temporary license or use of our Platform is revocable at any time for any reason. We reserve the right to refuse the use of our Platform or services at any time, and it is solely in our discretion. You acknowledge that unless otherwise stated, you do not have any permanent rights, title, or interest in any license to use our Platform in perpetuity.

9.2 Upon termination or cessation of your use of our Platform, we will stop providing service and access to Our Platform, and you will stop all use of Our Platform. Upon termination, we will not suspend service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. Even after termination or cessation of your usage of the SmartShifts Platform, all sections in this agreement remain the rights of SmartShifts to use and enforce.

ARTICLE 10 - LIMITATION OF LIABILITY AND ASSUMPTION OF RISK

10.1 YOU ACKNOWLEDGE AND CONSENT THAT WE (SMARTSHIFTS, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, AGENTS, AND PROVIDERS) WILL NOT BE RESPONSIBLE OR LIABLE FOR (a) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO OUR PLATFORM, YOUR DOWNLOADING OF ANY CONTENT FROM OUR PLATFORM, OR YOUR USE OF OUR PLATFORM (b) ANY INJURY, DEATH, LOSS, CLAIM, ACT OF GOD, ACCIDENT, DELAY, OR ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH: (i) ANY USE OF OUR PLATFORM, OR OUR CONTENT; (ii) ANY ENVIRONMENTAL, UNSAFE, OR HAZARDOUS CONDITION (iii) THE PERFORMANCE OR NON-PERFORMANCE BY US; OR (iv) ANY ISSUE OR CIRCUMSTANCE THAT IS THE RESULT OR RESPONSIBILITY OF AGENCY, EMPLOYER FREELANCER, OR THIRD PARTY.

ARTICLE 11 - INDEMNIFICATION

11.1 As a SmartShifts Partner, you shall indemnify, defend, and hold SmartShifts and its affiliates and their respective successors and assigns, and each of their respective officers, directors, partners, managers, employees, stockholders, members, Contractors, attorneys, accountants, representatives, and agents, harmless against any and all claims, demands, causes of action, actions, proceedings, judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations, taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to enforce the provisions of this Section and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors, and other experts, and other expenses) (collectively, "Damages") incurred or suffered by SmartShifts arising out of, resulting from, relating to, or constituting (a) any fraud, misrepresentation, or breach of any provision of this Agreement (including, but not limited to, any representations and warranties as stated herein), or (b) any negligent, reckless, intentionally wrongful act, or willful misconduct by SmartShifts Partner; (c) any failure of SmartShifts Partner to perform its duties or obligations hereunder or in accordance with all applicable laws, rules, and regulations; or (d) your use of our Platform or services.

ARTICLE 12 - RESTRICTED ACTIVITIES AND USE OF OUR PLATFORM

12.1 You shall not, under any circumstance, for yourself or for any third party, authorise, permit, collude, associate, or invite to:

Allow anyone other than registered users to access and use Our Platform.

Use any robot, spider, scraper, or other automated and/or technical means or interface not provided through authorised channels by us to access Our Platform or extract data or gather or use information.

Impersonate or misrepresent yourself, your credentials, or your affiliation with any person or entity.

Reverse engineer any licensed software, application, or any other aspect of Our Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of Our Platform.

Remove or modify any proprietary marking or restrictive legends placed on the Platform.

Frame any part of Our Platform, or link to Our Platform, or otherwise represent that you have a relationship with us or that we have endorsed you or your content for any purpose except as expressly permitted in writing by us to you.

Use the Platform in violation of any applicable law, this Agreement, or for any purpose not specifically permitted in these terms.

12.2 Furthermore, you agree not to use our Platform for any unlawful purpose or any purpose prohibited under this Agreement. You shall not use our Platform in any way that could damage our Platform, the business of the Company, reputation, or our Intellectual and Confidential Property. You shall not use our Platform to harass, abuse, threaten others, violate any person's legal rights, violate any intellectual property rights, upload or disseminate computer viruses or other software that may damage the property of another, perpetrate fraud, engage in unlawful gambling or pyramid schemes, publish or distribute obscene or defamatory material, publish or distribute material that incites violence, hate, or discrimination towards any group, or unlawfully gather information about others.

12.2 If at any time we consider that you are acting in a manner that breaches these terms, we may, in our sole discretion and with no prior notice to you, take whatever action is necessary to address such breaches. Should a loss of SmartShifts revenue be discovered, you agree to immediately and fully reimburse the lost revenue as determined by us.

ARTICLE 13 - DISCLAIMERS

Nothing contained in this Agreement will be deemed to constitute either party as an agent or representative of the other party, or parties as joint ventures or partners for any purpose. We may assign our rights and duties under this Agreement without such assignment being considered a change to this Agreement and without notice to you. We may modify these terms at any time by posting notice on Our Platform. Your continued use of Our Platform, following the posting of notice of any modification, will be subject to the terms in effect at the time of your use.

ARTICLE 14 - WARRANTY DISCLAIMER

SMARTSHIFTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. SMARTSHIFTS MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) OUR PLATFORM WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS. (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, ACCURATE, OR APPLICABLE TO YOUR CIRCUMSTANCES. (C) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF OUR PLATFORM OR ANY SERVICES OFFERED THROUGH OUR PLATFORM IS ACCURATE AND COMPLETE. (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR PLATFORM WILL MEET YOUR EXPECTATIONS. YOUR USE OF OUR PLATFORM OR ANY SERVICE PROVIDED BY SMARTSHIFTS SHALL BE "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE THAT SMARTSHIFTS SHALL HAVE NO LIABILITY FOR ANY INFORMATION, CONTENT, OR MATERIALS PUBLISHED, DISPLAYED, OR OTHERWISE TRANSACTED ON OUR PLATFORM. WE DO NOT WARRANT THAT YOUR USE OF THE SMARTSHIFTS PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SMARTSHIFTS PLATFORM WILL BE CORRECTED, OR THAT THE SMARTSHIFTS PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SMARTSHIFTS PLATFORM.

ARTICLE 15 - FORCE MAJEURE

No party shall be held accountable for any failure or delay in its performance of obligations under this Agreement due to circumstances beyond its reasonable control, such as acts of God, accidents, riots, war, terrorist acts, fires, floods, embargoes, insurrections, strikes, epidemics, pandemics, quarantines, civil unrest, natural disasters, acts or omissions of the government, or changes in laws or regulations. However, force majeure will not encompass financial distress, changes or disparities in market prices or conditions, or a party's financial inability to perform its obligations hereunder. The impacted party should make a reasonable effort to evade or eliminate such causes if reasonably feasible.

ARTICLE 16 - VIOLATION

We hold the right to supervise your adherence to the stipulations of this Agreement. If we discern that you have exceeded any usage limitations or are not using Our Platform in compliance with these terms, we may restrict or eliminate your access to our platform. In the event we become aware of any violation

of this Agreement, irrespective of its gravity, we reserve the right to deny service to you for any reason as mentioned in this Agreement. Your usage of our Platform is voluntary and can be revoked, and our allowance of your usage is also voluntary and can be revoked. This Agreement and our Terms of Use do not confer you an unconditional or perpetual license. Any license we may grant is non-exclusive and can be revoked at any point for any reason as stated herein. We reserve the right to restrict, cancel, or revoke any license to use our Platform in any way.

ARTICLE 17 - MEDIATION/ARBITRATION

In the event of a disagreement between the Parties pertaining to or arising from this Agreement, the Parties shall first aim to resolve the dispute personally and in good faith. If personal resolution attempts prove unsuccessful, the dispute shall be submitted to mediation.

If mediation is unsuccessful in resolving the dispute, the Parties shall submit the dispute to binding arbitration. The arbitration shall be conducted by a single arbitrator with no authority to add Parties, alter the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable laws. Claims requiring arbitration under this section include, but are not limited to, contract claims, tort claims, and claims based on local laws, ordinances, statutes, or regulations. However, claims related to intellectual property and billing/fees/collection by SmartShifts will not be subject to arbitration and may, as an exception to this provision, be litigated. By agreeing to this provision in this Agreement, the Parties waive any rights they may have to a jury trial concerning arbitral claims.

ARTICLE 18 - ENTIRE AGREEMENT; MODIFICATION

This Agreement: (i) Embodies the total and exclusive understanding and agreement between the parties and SmartShifts with regard to the subject matter, (ii) Supersedes all previous and concurrent understandings, terms, and agreements, both verbal and written, explicit or implicit, related to the use of the Platform in connection with the subject matter, and (iii) Any amendment of this Agreement must be in writing and executed by SmartShifts.

ARTICLE 19 - ASSIGNMENT

As a SmartShifts Partner, you may not assign your rights or duties under this Agreement without the express written consent of SmartShifts.

ARTICLE 20 - CAPTIONS

The captions and headings are included for reference and ease only and shall not influence the construction or interpretation of any terms of this Agreement.

ARTICLE 21 - SURVIVAL

All provisions of this agreement shall survive any cessation or expiration of the parties' use of the Platform. The termination or expiration shall not negatively affect the rights or obligations of the Parties accrued prior to such termination or expiration.

ARTICLE 22 - GOVERNING LAW AND CONSENT TO JURISDICTION

This Agreement shall be interpreted according to the laws of England and Wales regardless of conflict of laws provisions. The parties submit to the exclusive jurisdiction of the courts of England and Wales, and consent that these courts have the sole and exclusive jurisdiction over all disputes and causes of action involving such party arising from or related to this Agreement or its performance, despite any venue requirement by local statute or rule.

ARTICLE 23 - SEVERABILITY

If any provision of this Agreement is declared invalid by any court of competent jurisdiction, such invalidity shall not impact the remaining provisions of this Agreement, which shall remain fully severable and given full force and effect.

ARTICLE 24 - WAIVER

The waiver of a breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any subsequent breach of the same term or condition or the waiver of any other term or condition of this Agreement. Nothing contained in this Agreement shall prevent SmartShifts from pursuing any other remedies available for any breach or threatened breach, including the recovery of monetary damages or injunctive relief.

ARTICLE 25 - ATTORNEYS' FEES

If either party initiates a legal action relating to this Agreement, the prevailing party is entitled to receive from the other party all attorney's fees, costs, and expenses incurred by the prevailing party. If the court determines that a party is in default under this agreement, then the non-defaulting party shall receive all attorney's fees, costs, expenses, and interest incurred. This provision does not restrict the court in any way to award other forms of relief to either party.

ARTICLE 26 - REMEDIES

In addition to any other available remedies at law, the Parties agree to seek declaratory, injunctive, and equitable relief without additional procedural requirements or delay to compel fulfillment of this Agreement.

ARTICLE 27 - NO CONSTRUCTION AGAINST DRAFTER

The Parties acknowledge that no rule of construction providing any ambiguity or uncertainty in the Agreement shall be construed against the drafter thereof or used in interpreting or enforcing the terms of this Agreement.

ARTICLE 28 - FREE AND VOLUNTARY ACCEPTANCE OF AGREEMENT

The Parties acknowledge and warrant that they have read, agreed to, and understood the terms of this Agreement before signing it. They have executed it freely and voluntarily after a thorough review of its terms, satisfying themselves that this Agreement is fair and equitable to them. The Parties confirm that they have accepted and entered into this Agreement without fraud, duress, or undue influence, and that they are not relying on any representation, assurance, warranty, or promise from any other Party other than those contained in this Agreement. The Parties represent, warrant, and agree that upon accepting and entering into this Agreement, they are not relying upon and have not relied upon any representation, promise, or statement made by anyone which is not stated, contained, or embodied in this Agreement.