Terms of services

Last updated: Apr 29, 2025

1. Introduction

This Terms of Service ("Terms") is a legal agreement between Remotely Technologies Inc. Technologies Inc. ("Remotely Technologies Inc.," "Company," "we," or "us"), a Delaware corporation with its headquarters at 600 North Broad Street, Suite 5, Middletown, DE 19709, and any person or entity ("User" or "you") who accesses or uses Remotely Technologies Inc.’s Services. These Terms govern your use of Remotely Technologies Inc.’s websites, platform, software-as-a-service (SaaS) offerings, and managed services (collectively, the "Services"). PLEASE READ THESE TERMS CAREFULLY, as they contain important provisions affecting your rights and obligations. By accessing or using the Services (including by clicking "I Agree" or similar), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, in which case "you" refers to that entity. If you do not agree, you must not use the Services.

Arbitration Notice: These Terms require that disputes be resolved by binding arbitration on an individual basis (see Dispute Resolution in Section 14 below). You waive the right to a trial in court and to participate in class actions or class arbitrations.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings below. Other terms may be defined in context within these Terms.

• Client – An individual or business entity that uses the Services to seek, engage, or manage remote talent or to utilize Airwork AI platform, Airwork AI, for hiring or project needs.

• Talent – An individual (including an independent contractor, freelancer, or candidate) who uses the Services to provide work or services to Clients through Airwork AI platform (Airwork AI) or managed service offerings.

• User – Any person or entity that uses the Services, whether as a Client, Talent, or otherwise. (Clients and Talent may be referred to collectively as "Users" where a provision applies to both.)

• Services – All products and services provided by Remotely Technologies Inc., including: (a) the online platform (Airwork AI), websites, and software offered as a service (SaaS) that facilitates connecting Clients with Talent, project management, communication, and payments; and (b) Remotely Technologies Inc.'s managed service offerings, such as sourcing, vetting, matching talent, engagement management, and related support.

• Platform – Remotely Technologies Inc.’s online platform (Airwork AI), applications, dashboards, and related technology through which the Services are provided.

• Engagement – A specific project, placement, or work assignment arranged through the Services between a Client and Talent (whether on a fixed-price, milestone, hourly, or other basis).

• Work Product – Any deliverables, content, materials, or other results of services that Talent creates for a Client as part of an Engagement.

• Agreement – These Terms, including any documents incorporated by reference (such as the Privacy Policy and any applicable Service Order, project agreement, or policies referenced herein).

3. Scope of Services

3.1 Services Description. Remotely Technologies Inc. provides a platform and services that enable Clients to connect with highly skilled remote Talent worldwide, and to facilitate project engagements, collaboration, and payment. Clients can use Remotely Technologies Inc.'s SaaS platform (including any AI-driven tools or recruitment software) to post opportunities, review Talent profiles, communicate, and manage work. In addition, Remotely Technologies Inc. offers managed services where we actively assist in sourcing, vetting, and matching pre-vetted Talent to Client needs, and may handle certain administrative aspects such as contracting and payments. The Services are available to Users in the United States and internationally, subject to the User eligibility and compliance obligations in these Terms. Remotely Technologies Inc. may, in its discretion, also provide related services such as onboarding assistance, engagement management, quality assurance, and ongoing support to help ensure successful collaborations.

3.2 No Guarantee of Engagement. Remotely Technologies Inc. will use commercially reasonable efforts to match Clients with suitable Talent and facilitate successful engagements, but we do not guarantee that any Client will find appropriate Talent or that any Talent will be engaged or hired through the Platform. All Engagements are subject to mutual agreement between the Client and the Talent (with Remotely Technologies Inc.'s assistance). Remotely Technologies Inc. reserves the right to accept or reject any prospective Client or Talent or any specific project opportunity, in our sole discretion.

3.3 Independent Contractor Relationship. Clients and Talent engage each other as independent contracting parties through the Airwork AI platform. Nothing in these Terms is intended to or shall be deemed to create a partnership, joint venture, agency, or employer–employee relationship between a Client and Talent, or between Remotely Technologies Inc. and any Talent (except to the extent Remotely Technologies Inc. separately employs or contracts with Talent for the purpose of providing services to a Client). Talent engaged through Remotely Technologies Inc. is not deemed an employee of the Client, and Clients have no authority to control the manner in which Talent perform their work beyond defining project requirements and accepting deliverables. Talent are free to determine the means and methods of their work, subject to any specific project scope and deadlines. Each Talent is responsible for paying their own taxes on earnings received (except as provided in any separate employment arrangement through Remotely Technologies Inc. or a Remotely Technologies Inc. affiliate). Clients are not responsible for withholding taxes for Talent who are independent contractors, and nothing in these Terms creates an employment relationship between Talent and Clients or guarantees any benefits, insurance, or tenure. Remotely Technologies Inc.'s role is to facilitate the Engagement and, where applicable, to administer payments and act as an intermediary. If Remotely Technologies Inc. (or an affiliate or partner) serves as an employer-of-record or payment agent for Talent in certain jurisdictions, such arrangement will be governed by additional agreements, but unless expressly agreed, Talent remains independent professionals in relation to Clients.

3.4 Additional Agreements and Platform Usage. Use of certain Services or entering into an Engagement may require you to agree to additional terms, such as a Service Order, work order, or specific contract between a Client and Remotely Technologies Inc., or between Talent and Remotely Technologies Inc., or other program-specific guidelines. Any such additional agreement will supplement these Terms. In case of conflict, the additional written agreement (e.g., a negotiated Master Services Agreement or Statement of Work) may govern the specific Engagement, while these Terms will govern overall platform use and relationships not explicitly overridden. Use of the Platform is also subject to our Privacy Policy and other policies (including our Refund Policy and GDPR Compliance Policy), which are incorporated by reference herein. You agree to use the Platform and Services only for their intended business purpose and in accordance with these Terms and all applicable laws.

4. User Accounts and Eligibility

4.1 Account Registration. To access many of the Services, you must register for a Remotely Technologies Inc. account ("Account") and provide accurate, up-to-date information. Clients may be required to provide information about their company (such as business name, address, contact details, payment information, and project requirements). Talent may be required to provide personal information, professional qualifications (e.g. résumé, skills, experience, certifications), proof of identity, and where applicable proof of the right to work as an independent contractor. All Users must keep their Account information current and secure. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your Account. You must promptly notify Remotely Technologies Inc. at of any unauthorized use of your Account or security breach. Remotely Technologies Inc. is not liable for any loss or damage arising from unauthorized use of your Account.

4.2 Eligibility Criteria. You represent and warrant that you (and if applicable, the entity you represent) meet the following eligibility requirements: (a) you are at least 18 years old and have the legal capacity in your jurisdiction to enter into contracts; (b) you have not been prohibited by law or by Remotely Technologies Inc. from using the Services; (c) you are not located in a country or region subject to U.S. or other applicable government export embargoes or sanctions (and you are not on any restricted party list); and (d) all registration and profile information you provide is truthful and accurate. Talent must additionally represent that they have the necessary skills, qualifications, experience, and legal right to perform services for Clients. Remotely Technologies Inc. may require Talent to have a minimum level of professional experience (for example, Remotely Technologies Inc. may prefer talent with 5+ years of relevant work experience, though exceptions can be made at our discretion). Clients represent that they are legally organized businesses or individuals engaging Talent for bona fide business purposes (and not for personal, family, or household use), and that they have any licenses or regulatory approvals required to operate their business and engage contractors as needed.

4.3 International Use. Remotely Technologies Inc. operates globally. Users outside the United States are welcome, provided such use is lawful in their location. International Users agree to comply with all local laws regarding online conduct, freelance work, data usage, and acceptable content. Regardless of location, all Users consent to the processing of their personal information in the United States and other locations as described in our Privacy Policy, and will comply with data protection requirements as set forth in Section 11 below. If you are a Talent residing outside the U.S., you understand that you will typically be responsible for taxes in your country of residence and not taxed as a U.S. employee. Remotely Technologies Inc. does not guarantee the availability of engagements in any particular country or region. We reserve the right to limit access to the Services in certain countries if required by law or other considerations.

4.4 Account Usage and Responsibility. Each User must use their Account only for themselves or the entity they represent. You may not share your Account with unrelated third parties. Clients and Talent must communicate and conduct business through the Platform when introduced via Remotely Technologies Inc., as further detailed in the Non-Circumvention clause (Section 8). You agree not to: (i) use the Account of another User or allow others to use your Account; (ii) create multiple Accounts for the same person/entity without Remotely Technologies Inc.'s consent; or (iii) falsify identity or profile information. Remotely Technologies Inc. reserves the right to verify the identity and credentials of Users and to suspend or terminate Accounts that violate these Terms or pose security/fraud risks.

5. Obligations of Clients

Clients using Remotely Technologies Inc.'s Services agree to the following obligations and responsibilities:

5.1 Provide Accurate Project Information: Clients must provide clear, truthful, and complete information about project opportunities or work requests. This includes the nature and scope of work, required skills, expected deliverables, timelines, budgets or payment terms, and any other relevant details to allow Talent to assess the engagement. Clients shall respond promptly to reasonable requests from Remotely Technologies Inc. or Talent for additional information or clarification during the hiring and onboarding process.

5.2 Payment of Fees and Invoices: Clients agree to pay all fees, charges, and invoices associated with the Services and any Engagements in a timely manner, as set forth in Section 7 (Payment Terms). This includes payment of Talent's fees or hourly rates, Remotely Technologies Inc.'s service or subscription fees (if any), and any applicable taxes or currency conversion costs. Clients shall fund milestone payments or retainers when due and shall not unreasonably withhold acceptance of work or delay payment. If a Client disputes any invoiced amount, it must notify Remotely Technologies Inc. promptly and cooperate in good faith to resolve the dispute; undisputed amounts remain due on time.

5.3 Provide Necessary Tools and Access: Except as otherwise agreed, Clients should provide Talent with the information, access, and resources reasonably necessary to perform the work (e.g. project specifications, access to systems or development environments, test data, etc.). Clients should also designate a primary point of contact to liaise with Talent and Remotely Technologies Inc., and use the Platform's tools for communication and file-sharing whenever feasible (to maintain transparency and a record of scope discussions).

5.4 Review and Acceptance of Work: Clients are responsible for reviewing deliverables or work submitted by Talent in a timely manner. If the Engagement is milestone or deliverable-based, the Client should either accept the completed milestone or provide timely feedback or rejection with reasons, in accordance with any agreed review period (if specified, or within a commercially reasonable time). Approval of a milestone or hours will trigger payment as per Section 7. Clients acknowledge that failing to provide feedback or response within a stated timeframe may result in automatic acceptance of work and release of payment, as per Platform policies or these Terms.

5.5 No Discrimination or Unlawful Conduct: Clients shall treat all Talent in a professional manner and shall not engage in or request any conduct that is unlawful or discriminatory. Clients will not request Talent to perform any work that violates any applicable law or regulation (e.g., asking for hacking, infringement of third-party IP, unethical practices, etc.), and will not use the Platform to post any inappropriate content. Clients agree to comply with all labor, employment, and workplace laws that may apply to their relationship with Talent (recognizing that Talent are independent contractors), including providing a safe and non-discriminatory working environment (even if virtual).

5.6 Confidentiality and Data Security: Clients must keep confidential any personal or sensitive data received about Talent (such as resumes, identities, or any personal data protected by law) and use such information only for the purpose of evaluating or working with that Talent through Remotely Technologies Inc.. Any client data or systems that Talent accesses should be reasonably protected. If a Client needs Talent to agree to any specific confidentiality or data protection agreement, the Client should inform Remotely Technologies Inc. and provide such terms before the Engagement begins (Remotely Technologies Inc. may facilitate execution of an NDA if needed). Clients also agree to keep confidential any non-public information about Remotely Technologies Inc.'s processes or pricing that may be disclosed to them.

5.7 Non-Solicitation of Remotely Technologies Inc. Personnel: During the term of any Engagement and for a period of 12 months thereafter, Clients agree not to solicit for employment or contract (outside the Platform) any employee of Remotely Technologies Inc. or any Talent that was introduced or engaged through Remotely Technologies Inc., except in compliance with Section 8 (Non-Circumvention and Buy-Out) of these Terms. This non-solicitation provision does not prohibit a Client from hiring a Talent through Remotely Technologies Inc. or with Remotely Technologies Inc.'s prior written consent and payment of applicable conversion fees.

5.8 Compliance with Platform Rules: Clients will abide by any additional rules or guidelines on the Platform, such as feedback/review systems, dispute resolution procedures, or community standards. Clients shall not circumvent or disable any Platform features that are intended to facilitate secure and fair transactions. Clients are responsible for ensuring that their use of the Services (and the projects they engage Talent for) complies with all applicable laws, including intellectual property laws, data privacy laws, and export control regulations. If a Client's industry is subject to special regulatory requirements (for example, finance, healthcare, etc.), the Client is responsible for notifying Talent and ensuring compliance, and for not exposing Talent or Remotely Technologies Inc. to undue regulatory risk without prior arrangement.

6. Obligations of Talent

Talent using Remotely Technologies Inc.'s Services agree to the following obligations and responsibilities:

6.1 Accurate Profile and Qualifications: Talent must provide truthful and complete information about their identity, skills, experience, education, portfolio, and qualifications when creating a profile or applying to opportunities. Misrepresenting one's skills or using false credentials is strictly prohibited. Talent should update their profile as needed to reflect current skills and availability. Remotely Technologies Inc. may require verification of identity, work history, or certifications, and Talent shall cooperate with any verification processes (such as video calls or documentation checks) to maintain a trustworthy marketplace.

6.2 Professional Performance: By accepting an Engagement, Talent agrees to perform the work professionally and diligently, using their best skills and care to meet the Client's requirements and deadlines. Talent shall deliver a working Product that is original (except for any permitted use of third-party or open-source components as disclosed to Client), of high quality, and free from material defects or bugs (to the extent applicable to the nature of the work). Talent must comply with any agreed specifications or acceptance criteria provided by the Client. Throughout the Engagement, Talent should maintain regular communication with the Client (using the Platform's messaging or project tools or other agreed channels) and promptly inform the Client and Remotely Technologies Inc. of any delays, issues, or circumstances that could compromise timely delivery or quality.

6.3 Hourly Work and Reporting: If the Engagement is on an hourly or time-based basis, Talent must accurately track and record the hours worked on the project (using Remotely Technologies Inc.'s time-tracking tools if provided, or other agreed methods of verification). Talent shall invoice only for actual time spent and work performed for the Client, and provide reasonable descriptions of the work completed within those hours. Inflating hours or charging for idle or unrelated time is prohibited and may be deemed fraudulent. Remotely Technologies Inc. or the Client may request reasonable explanations or work diaries for billed time, and Talent should cooperate in providing such documentation. For hourly engagements, billing will typically occur on a regular weekly or monthly cycle as set forth in Section 7.

6.4 Milestones and Deliverables: If the Engagement is fixed-price with milestones or specific deliverables, Talent should only request milestone payment release after the relevant deliverable is completed in accordance with the Client's requirements. Talent must allow the Client a reasonable opportunity to review and accept the deliverable. If the Client requests revisions or reports deficiencies, Talent will use reasonable efforts to correct issues promptly (to the extent such revisions are within the agreed scope). Talent should clarify from the outset what constitutes completion of each milestone and ensure that objective acceptance criteria are understood. Delivering partial work or failing to meet specifications may result in non-payment for that milestone until issues are remedied, in accordance with the dispute resolution process or as otherwise agreed.

6.5 Compliance and Ethics: Talent shall perform all work in compliance with applicable laws and ethical standards. Talent must not incorporate into the Work Product any content or materials that violate any law or infringe any third-party rights (including intellectual property rights). Without the Client's explicit permission, Talent shall not use any confidential or proprietary information of the Client for any purpose outside the Engagement, and shall not misuse any access provided by Client (such as systems or data access). Talent also agrees to abide by any lawful rules or codes of conduct the Client provides (for example, security protocols, data handling policies, or workplace conduct guidelines) to the extent those are made known and are reasonable for independent contractors. Talent should perform services personally (unless otherwise agreed); subcontracting or delegating work to others without consent is not permitted. Talent are expected to conduct themselves professionally and refrain from any harassment, discrimination, or other unprofessional behavior towards Clients or others.

6.6 Delivery of Work Product and IP Rights: Upon receiving full payment for a deliverable or milestone, or as otherwise provided by Section 9 (Intellectual Property), Talent will ensure that all corresponding Work Product (including source code, designs, documentation, or other materials) is delivered to the Client. Talent should not retain Client's proprietary materials or data longer than necessary for the Engagement, and upon completion should return or destroy any such materials if requested. Talent agrees to assign or license intellectual property rights in the Work Product to the Client as described in Section 9. Talent must also disclose if any open-source, third-party, or pre-existing materials are included in a deliverable, and ensure that the use of such materials is compatible with the Client's purposes and properly licensed (or get Client's approval for any dependencies). Talent warrants that, to the best of their knowledge, the Work Product does not infringe any third-party IP rights and that they have the right to transfer the IP to Client as agreed.

6.7 Confidentiality and Data Protection: During and after an Engagement, Talent must maintain the confidentiality of any non-public information they learn about the Client or Remotely Technologies Inc.'s business. This includes technical information, business plans, customer data, software code, trade secrets, or any personally identifiable information. Talent should use such information solely for the purpose of delivering the agreed services to the Client and not for any other purpose. Appropriate measures should be taken to secure Client data (e.g., using encrypted storage for sensitive files, not sharing data with unauthorized parties, etc.). If an engagement involves processing personal data subject to laws like GDPR, Talent agrees to comply with applicable data protection laws and instructions provided by the Client or Remotely Technologies Inc. regarding that data (see Section 11 for more detail on Data Protection). Talent may be asked to sign a separate Non-Disclosure Agreement; however, even if not, these Terms impose a duty of confidentiality. This duty survives the termination of the Engagement.

6.8 Non-Circumvention: Talent acknowledges the importance of Remotely Technologies Inc.'s role in connecting them with Clients. During the term of any Engagement and for 12 months thereafter, Talent shall not circumvent or bypass Remotely Technologies Inc. by providing services directly to any Client introduced to them through Remotely Technologies Inc., except as permitted under Section 8 (Non-Circumvention and Buy-Out). Talent should not share personal or direct contact information with a prospective Client for the purpose of moving the relationship off-platform before an Engagement is established through Remotely Technologies Inc.. All initial communications with a Client introduced via the Platform should be made through the Platform. If a Client attempts to engage the Talent outside of Remotely Technologies Inc. in violation of these Terms, Talent should inform Remotely Technologies Inc.. Talent also agrees not to induce or encourage any Client to leave Remotely Technologies Inc. or transact outside the Platform. Any direct engagement that does occur with Remotely Technologies Inc.'s consent and after paying a buy-out fee will no longer be subject to this restriction, but confidentiality and IP obligations in these Terms may still apply to work done during the Remotely Technologies Inc.-facilitated period.

6.9 Independence and Other Work: Unless otherwise agreed in writing, Talent are free to provide services to other parties or through other platforms, provided that doing so does not violate any exclusive commitments in a specific Engagement or misuse any confidential information obtained through Remotely Technologies Inc.. Talent must ensure that outside work does not create a conflict of interest with their duties to any Client from Remotely Technologies Inc.. If a conflict is foreseeable (e.g., two Clients who are direct competitors), Talent should disclose this to the affected Client or to Remotely Technologies Inc. (subject to confidentiality) and refrain from sharing sensitive information between such Clients. Remotely Technologies Inc. does not generally restrict Talent from engaging in other employment or contracts, as Talent are independent, but Remotely Technologies Inc. may remove Talent from the platform if outside engagements consistently interfere with performance on Remotely Technologies Inc. projects or cause reputational issues.

7. Payment Terms and Fees

7.1 Billing Models: Remotely Technologies Inc. supports multiple billing and payment models to accommodate different types of projects. Clients and Talent may agree to: (a) Hourly/Time-Based engagements, where Talent is paid for actual time worked (hourly or daily rates), typically billed weekly or monthly; (b) Fixed-Price engagements with Milestones/Deliverables, where payment is tied to the completion and approval of defined project milestones or final deliverables; or (c) Retainer or Subscription models, where a fixed fee is paid periodically for a block of time or ongoing services. The specific payment structure for an Engagement will be established either through the Platform's interface or in a separate Service Order or Statement of Work. Clients are responsible for selecting a suitable billing arrangement and clearly communicating expectations to Talent (with Remotely Technologies Inc.'s assistance in setting up the terms on the Platform as needed).

7.2 Invoicing and Payment Processing: Remotely Technologies Inc. will facilitate the generation of invoices and the processing of payments from Clients to Talent. For hourly contracts, Talent will submit (or the Platform will automatically generate) timesheets or invoices on the regular billing cycle (e.g., each week, with cutoff on a specific day) reflecting hours worked, which the Client will have a short period to review/dispute before the payment is charged. For fixed-price contracts, when Talent indicates a milestone is complete, an invoice or payment request for that milestone will be issued to the Client. Clients authorize Remotely Technologies Inc. to charge their chosen payment method (such as a credit card or ACH/bank transfer on file) for amounts due in accordance with the agreed schedule. Depending on the arrangement, Remotely Technologies Inc. may collect payments as an agent on behalf of Talent (and then remit to Talent after deduction of fees), or facilitate direct payment to Talent. In either case, Clients must pay through the Airwork AI platform and not pay Talent directly outside of it (to ensure compliance with Section 8). Remotely Technologies Inc. may use third-party payment processors; by using the Services, Users agree to comply with any applicable payment processor terms and not to circumvent payment systems.

7.3 Platform Fees and Currency: Clients shall pay any service fees or platform fees that Remotely Technologies Inc. specifies for use of the Services. Some Services (such as use of premium SaaS features or a subscription to the platform) may carry a subscription fee, while others may involve a markup or margin included in the Talent's rate that Remotely Technologies Inc. retains. Remotely Technologies Inc.'s pricing model may be a flat monthly fee per Talent engaged (independent of the Talent's own compensation), or a percentage markup on the Talent's rate, or a combination thereof, depending on the plan and as communicated to the Client. Any such fees will be made clear to the Client prior to commencing an Engagement (for example, through a pricing proposal or via the Platform's interface). Unless otherwise stated, all monetary amounts are in U.S. Dollars (USD). If Remotely Technologies Inc. permits transactions in other currencies, exchange rates or conversion fees may apply and will usually be handled by the payment processor or the Client's bank. Clients are responsible for any foreign transaction fees or bank charges. Remotely Technologies Inc. is not responsible for fluctuations in currency value.

7.4 Taxes: Each party is responsible for its own taxes arising from payments under these Terms. Talent, as independent contractors, are solely responsible for determining and paying all taxes (e.g., income tax, self-employment tax, VAT/GST if applicable, etc.) resulting from the compensation they receive. Remotely Technologies Inc. is not responsible for withholding any taxes on Talent's behalf, except where required by law in certain jurisdictions (in which case Remotely Technologies Inc. or a Remotely Technologies Inc. partner might withhold and remit taxes as legally mandated). Clients are responsible for any taxes that are legally imposed on them in connection with the purchase of services through Remotely Technologies Inc., such as sales tax, use tax, VAT, or similar. If Remotely Technologies Inc. is required to collect or charge taxes (e.g., VAT on services in certain countries, or sales tax for certain states), those will be added to the fees and indicated in the invoice. Clients agree not to improperly claim tax-exempt status if not entitled. In the event that any government authority seeks taxes (e.g., withholding tax) from Remotely Technologies Inc. on a transaction, the Client agrees to cooperate with Remotely Technologies Inc. to furnish appropriate documentation (for example, tax residency certificates or forms) and to reimburse Remotely Technologies Inc. for any such taxes or costs (excluding taxes on Remotely Technologies Inc.'s own income).

7.5 Milestone Acceptance and Release: For fixed-price engagements, the Client's approval of a milestone or deliverable will trigger the release of payment to the Talent. Clients should review submissions promptly. If a Client does not respond or dispute a submitted milestone within a specified review period (e.g., 7 or 10 days as may be set by the Platform default), Remotely Technologies Inc. may deem the milestone accepted and proceed to charge the payment and release funds to Talent, to avoid undue delay in payment. However, if the Client notifies Remotely Technologies Inc. of a dispute or a need for revisions within the review window, Remotely Technologies Inc. may hold the funds in escrow or delay release until the dispute is resolved according to Section 14 (Dispute Resolution) or by mutual agreement between Client and Talent. Remotely Technologies Inc. provides a structured process for amicable dispute resolution and, if needed, arbitration to handle such cases (see Section 14). Both Clients and Talent agree to cooperate with the dispute process in good faith.

7.6 Late Payment and Collection: Any late payments by Clients may incur interest and collection fees. If a payment from a Client is past due, Remotely Technologies Inc. reserves the right to charge interest at the rate of 1.5% per month (18% per annum) or the maximum rate allowed by law (whichever is lower), accruing from the due date until paid. Additionally, the Client will be responsible for any reasonable attorneys' fees and costs that Remotely Technologies Inc. incurs in efforts to collect overdue amounts. Remotely Technologies Inc. may, without limiting other rights or remedies, suspend a Client's access to the Services or suspend ongoing work on Engagements if invoices remain unpaid beyond the due date. Talent acknowledges that Remotely Technologies Inc.'s obligation to remit payment to Talent may be contingent on successful receipt of funds from the Client; thus, if a Client fails to pay, Talent may not receive payment until the issue is resolved (Remotely Technologies Inc. will make reasonable efforts to assist Talent in obtaining payment, including through dispute resolution). However, in cases where Remotely Technologies Inc. offers a payment guarantee or has separately agreed to pay Talent regardless of client payment, those terms will apply as expressly stated. Clients shall not abuse any dispute process to avoid or delay legitimate payments.

7.7 Refunds and Adjustments: Remotely Technologies Inc. encourages Clients and Talent to define engagements clearly to minimize refund requests. However, if a Client is dissatisfied with the work or if an Engagement ends early, the parties may negotiate a fair refund or partial credit. Any refunds of fees paid will be handled in accordance with Remotely Technologies Inc.'s Refund Policy (incorporated herein by reference and available at our website's policies section). Generally, payments for work that has been completed and approved are non-refundable, except as required under the Refund Policy or applicable law. If a Client believes they are entitled to a refund (for example, if Talent did not deliver any meaningful work or if a subscription service was not provided as promised), the Client should contact Remotely Technologies Inc. at support or via the Platform to request an evaluation. Remotely Technologies Inc. may review the work delivered, communications, and other evidence to determine if a refund is warranted. In exceptional cases, Remotely Technologies Inc. may issue a refund or credit to the Client, and if the Talent has already been paid for that work, Remotely Technologies Inc. may (at its discretion) reclaim the amount from the Talent or offset it against other payments. Talent agrees that Remotely Technologies Inc. has the right to reclaim funds or issue adjustments in cases of confirmed non-delivery, fraud, or material breach of these Terms by the Talent. Refund decisions will be made fairly and on a case-by-case basis, aiming to balance the interests of both Client and Talent. Any approved refunds will typically be processed via the original payment method within a reasonable time (e.g., 7–14 business days).

7.8 No Fee Avoidance: Users (both Clients and Talent) agree not to take any action to avoid or reduce fees that are properly payable to Remotely Technologies Inc.. This includes engaging in fake or manipulative transactions, falsely reporting lower payments, or moving a contracted engagement off-platform without paying applicable conversion fees (see Section 8). If Remotely Technologies Inc. detects attempts at fee avoidance, the responsible User's account may be suspended or terminated, and Remotely Technologies Inc. reserves the right to recover any fees due, plus any costs of enforcement. Our business model relies on the fees and commissions we charge for facilitating engagements, so adherence to these payment terms is critical for sustaining the platform.

8. Non-Circumvention and Buy-Out

8.1 Non-Circumvention Obligation: By using Remotely Technologies Inc.'s Services, Clients and Talent acknowledge that Remotely Technologies Inc. has provided significant value by identifying, vetting, and connecting the parties. In consideration of this value, Users agree to the following non-circumvention provisions: Neither Client nor Talent shall circumvent Remotely Technologies Inc. by initiating or engaging in direct business dealings with each other outside of the Airwork AI platform with respect to services that were first discussed, offered, or contracted via Remotely Technologies Inc., during the term of their use of the Platform and for a period of 24 months thereafter (the "Restricted Period"), except through Remotely Technologies Inc. or with Remotely Technologies Inc.'s prior written consent. In particular, Client agrees not to hire or contract with the Talent (in any capacity, whether as an employee, contractor, or consultant), and Talent agrees not to accept any such engagement with the Client, outside of Remotely Technologies Inc., during the Restricted Period. The intent is that all payments for work between the Client and Talent during this period are made through Remotely Technologies Inc..

8.2 Buy-Out Option: Remotely Technologies Inc. recognizes that in some cases, a Client may wish to hire a Talent permanently or engage outside the platform. Remotely Technologies Inc. offers a "buy-out" option to allow this, under the following conditions: The Client and Talent must notify Remotely Technologies Inc. in writing of their intention to opt out of the non-circumvention restriction for their specific relationship. Upon Remotely Technologies Inc.'s approval (which shall not be unreasonably withheld), the Client shall pay Remotely Technologies Inc. a Conversion Fee to compensate Remotely Technologies Inc. for its lost opportunity and services. The Conversion Fee is calculated as a percentage of the Talent's anticipated compensation for the next 12-month period, or a flat fee, whichever is greater. Specifically, the Conversion Fee will be twelve percent (12%) of the total expected remuneration the Talent will receive from the Client in the 12 months following the conversion, with a minimum fee of $1,000 and a cap of $50,000, unless otherwise agreed by Remotely Technologies Inc. in writing.

8.3 Exceptions: The non-circumvention obligation does not apply in the following limited scenarios: (a) If a Client and Talent had an existing relationship prior to using Remotely Technologies Inc. (e.g., the Talent was a former employee or a previous contractor of the Client, or was actively under consideration by the Client outside of Remotely Technologies Inc.) – in such cases, the Users must inform Remotely Technologies Inc. of this pre-existing relationship promptly upon discovery, and provide reasonable evidence of it. Remotely Technologies Inc., at its discretion, may release the parties from the non-circumvention clause for that specific relationship or may decline service if misuse is suspected. (b) If more than 24 months have passed since the last interaction or communication between the Client and Talent on the Airwork AI platform, then they are free to contract outside of Remotely Technologies Inc. without any fee (assuming neither has been active on the platform with each other in that period). (c) If Remotely Technologies Inc. formally declines to facilitate an engagement between a particular Client and Talent (for example, due to capacity or if the skill need is outside Remotely Technologies Inc.'s scope), Remotely Technologies Inc. may, at its discretion, waive the non-circumvention restriction for that case – such waiver must be explicit and in writing/email.

8.4 Remedies for Breach: If a Client or Talent breaches Section 8.1 by circumventing Remotely Technologies Inc. without paying the Conversion Fee, the breaching party agrees that Remotely Technologies Inc. shall be entitled to an immediate payment equal to the Conversion Fee that would have applied, as liquidated damages (given the difficulty of precisely calculating Remotely Technologies Inc.'s loss). The parties acknowledge that this liquidated damage amount is a reasonable pre-estimate of the losses and damages Remotely Technologies Inc. would suffer from such breach (including lost fees, business disruption, and costs of enforcement), and is not a penalty. In addition to monetary damages, Remotely Technologies Inc. may seek injunctive relief to enforce this clause, and the breaching party shall be liable for all reasonable attorneys' fees and costs incurred by Remotely Technologies Inc. in enforcing its rights.

8.5 Acknowledgment: Users understand and agree that these non-circumvention provisions are a fundamental part of the bargain in using Remotely Technologies Inc.'s Services. By benefiting from Airwork AI platform and curation of talent/clients, you agree not to undermine Remotely Technologies Inc.'s business model. Comparable platforms and staffing services implement similar restrictions and conversion fees as an industry standard. This Section 8 survives any termination or suspension of your use of the Services for the specified Restricted Period. If you wish to engage in an off-platform hire after that period, we still encourage you to notify us out of courtesy, but no fee would be due after the period's expiration.

9. Intellectual Property Rights

9.1 Ownership of Work Product (Client Deliverables): Unless otherwise agreed in writing, the Client shall own all intellectual property rights in the Work Product created by Talent as part of an Engagement, upon Client's full payment for that Work Product. Specifically, upon Talent's receipt of full payment for a deliverable or for the final project (as applicable), Talent hereby assigns to Client all right, title, and interest in and to the Work Product produced for that Client, including all associated Intellectual Property Rights (which include, without limitation, patent rights, copyrights, trade secrets, and any moral rights to the extent assignable). This assignment is worldwide, perpetual, irrevocable, royalty-free, and free of any additional charge beyond the agreed contract price. The Client will thus be entitled to use, reproduce, modify, distribute, publicly perform, and otherwise fully exploit the Work Product for any lawful purpose, without further permission from the Talent.

9.2 Talent's Retained Rights: Each Talent retains ownership of their own know-how, portfolio works, skills, and experience that they bring to an Engagement. Nothing in these Terms will prohibit a Talent from using general ideas, concepts, algorithms, techniques, or expertise that are retained in their unaided memory and skill, even if learned or improved upon during an Engagement, provided that in doing so they do not disclose or use any of the Client's confidential information or infringe the Client's IP rights in specific Work Product.

9.3 Company's Intellectual Property: Remotely Technologies Inc. retains all ownership in the Services, Platform, and Remotely Technologies Inc.'s own intellectual property. Specifically, Remotely Technologies Inc. (and its licensors, if any) own all rights, title, and interest in and to the Platform, website, mobile apps, software, logos, trademarks, service marks, trade dress, Remotely Technologies Inc.™ name, and all content provided by Remotely Technologies Inc. (excluding User-provided content).

9.4 User Content on the Platform: In the course of using the Services, Users (Clients or Talent) may post or upload content to the Platform—such as profile information, job postings, descriptions, proposals, messages, files, or feedback ("User Content"). Users retain any ownership of the original content they post. However, by posting User Content on or through Remotely Technologies Inc., you grant Remotely Technologies Inc. a worldwide, non-exclusive, royalty-free, fully-paid, sublicensable and transferable license to use, reproduce, modify (for formatting/display purposes), display, distribute, and create derivative works of your User Content solely for the purpose of operating and promoting the Platform and Services.

9.5 Feedback: We appreciate feedback and suggestions from Users about improving our Services. If you choose to provide Remotely Technologies Inc. with any feedback, ideas, or suggestions ("Feedback"), you acknowledge that this Feedback is given voluntarily and Remotely Technologies Inc. is free to use, disclose, and exploit it without compensation or obligation to you. Any improvements or features based on such Feedback are owned by Remotely Technologies Inc..

9.6 IP Infringement Claims: Remotely Technologies Inc. expects all Users to respect intellectual property rights. If a Client believes that Work Product delivered by a Talent infringes a third party's intellectual property rights, the Client should notify both the Talent and Remotely Technologies Inc. promptly with details. Similarly, if a Talent believes that any materials or instructions provided by a Client cause infringement, they should inform the Client and Remotely Technologies Inc..

10. Confidentiality

10.1 Definition of Confidential Information: For purposes of these Terms, "Confidential Information" means any non-public or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential" or that should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure.

10.2 Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed by the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality at the time of disclosure (as evidenced by written records); (c) is lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information (as evidenced by written records).

10.3 Confidentiality Obligations: The Receiving Party agrees to hold all Confidential Information in strict confidence and use it only for the purpose of performing under these Terms and the specific Engagement. The Receiving Party shall not disclose or permit access to Confidential Information to any third party, except to its officers, employees, agents, or subcontractors who need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in these Terms.

10.4 Permitted Disclosures: Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information if and to the extent required by law, regulation, or court order, provided that (if legally permissible) the Receiving Party gives prompt written notice to the Disclosing Party of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

10.5 Return or Destruction: Upon the written request of the Disclosing Party, or upon termination of the Engagement or these Terms (and in any event upon completion of the purpose for which the Confidential Information was provided), the Receiving Party shall promptly return to the Disclosing Party or destroy (at Disclosing Party's choice) all materials (in any medium) embodying Confidential Information of the Disclosing Party, and certify in writing that it has done so, except that the Receiving Party may retain one archival copy for legal/regulatory purposes or as automatically stored in backups, subject to ongoing confidentiality obligations.

10.6 Confidentiality of Agreement and Communications: The parties agree that the terms of any specific Engagement (including pricing, scope, etc.) are considered Confidential Information of both the Client and Talent and should not be disclosed to outside parties (except one's advisors under duty of confidentiality, or as required by law).

10.7 Platform Data: All non-public data derived from your use of the Platform (such as private messages, unpublished proposals, etc.) is considered Confidential Information of the respective parties and of Remotely Technologies Inc.. Remotely Technologies Inc. will handle User communications and files in accordance with its Privacy Policy, and will only access or disclose them as permitted in these Terms or Privacy Policy.

10.8 Survival: The obligations in this Section 10 shall survive any termination of these Terms or completion of any Engagement, and shall continue for a period of at least five (5) years from the date of disclosure (or indefinitely, with respect to trade secrets or personal data, for so long as they retain their status as such under applicable law).

11. Data Protection and Privacy

11.1 Compliance with Privacy Laws: Each party agrees to comply with all applicable data protection and privacy laws in connection with their use of the Services and performance under these Terms. This includes, where applicable, laws such as the EU General Data Protection Regulation (GDPR), the UK Data Protection Act, the California Consumer Privacy Act (CCPA), and any other similar regulations in jurisdictions relevant to the Client, Talent, or data subjects involved.

11.2 Roles of the Parties: In many cases, Remotely Technologies Inc. acts as a data controller for personal data that Users provide to our Platform (such as account registration details, profiles, etc.), determining the purposes for which and means by which that personal data is processed. Additionally, in the context of an Engagement, the Client may be a data controller with respect to any personal data they provide to Talent or ask Talent to process (e.g., client's customer data or sensitive business data), and the Talent may be acting as that Client's data processor.

11.3 User Personal Data: Clients and Talent each warrant that any personal data they provide to Remotely Technologies Inc. or to each other (e.g., contact information, resumes, etc.) has been collected and provided in compliance with applicable law, including obtaining any necessary consents for use. Users shall not share sensitive personal data (like health data, financial account numbers, or other highly regulated data) on the Platform unless it is absolutely necessary for an Engagement and appropriate safeguards are in place.

11.4 Platform Security: Remotely Technologies Inc. employs administrative, physical, and technical measures to safeguard the Platform and personal information against unauthorized access, loss, or alteration. However, no system can be 100% secure. Users are responsible for using strong passwords, protecting their account credentials, and employing caution when exchanging sensitive information.

11.5 International Data Transfers: Given Remotely Technologies Inc.'s global operations and the international nature of remote work, personal data may be transferred or stored across national borders. For example, information collected within the European Economic Area (EEA) may be transferred to the United States or other countries that may not have equivalent data protection laws.

11.6 Confidentiality of Data: All personal data exchanged between Client and Talent as part of an Engagement should be treated as Confidential Information (per Section 10) and should not be used for any purpose other than fulfilling the project. Talent, in particular, should not add Client's data (especially personal data about Client's customers or employees) to their own marketing or contact lists, nor contact any individuals from that data for unrelated purposes.

11.7 Privacy Policy and Notices: Remotely Technologies Inc.'s detailed Privacy Policy (and any country-specific privacy notices, such as a GDPR Compliance statement or CCPA notice) are published on our website. That policy is incorporated herein by reference and provides additional information about data subject rights, data retention, cookie usage, etc.

11.8 Data Requests and Legal Process: If any law enforcement or regulatory authority requests access to data related to a Client or Talent (for example, seeking records of communications or work done), Remotely Technologies Inc. will attempt, if legally allowed, to redirect the request to the User or to notify the User to give them an opportunity to object. Remotely Technologies Inc. may, however, comply with such legal requests if required by applicable law or valid legal process.

12. Representations and Warranties

12.1 By Each Party: Each party (Client, Talent, and Remotely Technologies Inc.) represents and warrants that: (a) it has the full right, power, and authority to enter into and perform under these Terms; (b) entering into this Agreement does not violate any other agreement or legal obligation by which it is bound; and (c) it will comply with all laws, regulations, and licensing requirements applicable to its activities in connection with the Services.

12.2 By Client: Client further represents and warrants that: (a) any information Client provides about its business, needs, and project requirements is truthful and not intended to mislead; (b) Client has all necessary rights to any materials it provides to Talent for the project (such as data, software, or content) and such materials do not infringe or violate any third-party rights; (c) Client's engagement of Talent and the project description will not require Talent to perform any illegal or unethical act; (d) Client has a legitimate business or personal need for the services it seeks and is not using the Platform to obtain free work without intent to pay; and (e) Client will pay for services delivered in accordance with the agreed terms and these Terms.

12.3 By Talent: Talent further represents and warrants that: (a) Talent possesses the skills, expertise, and any required licenses or permits claimed in their profile or proposal, and will perform services in a professional and workmanlike manner consistent with industry standards; (b) Talent's performance of the Engagement will be original and will not knowingly infringe or misappropriate the intellectual property or proprietary rights of any third party; (c) Talent has the legal right to work and provide services in the jurisdictions relevant to the Engagement; (d) Talent will not knowingly introduce any malicious code, viruses, or harmful components into Work Product or the Client's systems, and will follow reasonable cybersecurity practices; and (e) Talent will abide by any applicable workplace safety or data privacy laws in performing the work.

12.4 Disclaimer of Warranties (Services Provided "As Is"): Except as expressly set forth in these Terms, Remotely Technologies Inc. provides the Platform and all Services on an "AS IS" and "AS AVAILABLE" basis, without any warranties or guarantees of any kind. To the maximum extent permitted by law, Remotely Technologies Inc. disclaims all implied or statutory warranties as to the Services, the platform, and any content or tools provided therein, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.

12.5 No Warranty on Behalf of Users: Remotely Technologies Inc. is not party to the actual service contract between Client and Talent (except to the limited extent described), and as such Remotely Technologies Inc. makes no representations or warranties on behalf of any Client or Talent. Remotely Technologies Inc. does not guarantee that Clients will actually pay for services (though failure to pay may be handled via dispute processes) or that Talent will deliver work to Client's satisfaction.

12.6 Beta Services: From time to time, Remotely Technologies Inc. may invite Users to try, at their option, beta or experimental features that are clearly designated as beta, pilot, limited release, or similar ("Beta Services"). Such Beta Services are provided "as is" for evaluation and feedback purposes, without any warranty whatsoever, and may be discontinued or changed at any time. Your use of Beta Services is at your own risk.

13. Indemnification

13.1 Indemnification by Client: Client agrees to indemnify, defend, and hold harmless Remotely Technologies Inc., its affiliates, and their officers, directors, employees, and agents ("Remotely Technologies Inc. Indemnitees") from and against any and all claims, liabilities, losses, damages, expenses, and costs (including reasonable attorneys' fees) arising out of or relating to any third-party claim or allegation ("Claim") based on: (a) Client's use of the Services or Platform in violation of these Terms or applicable law; (b) Client's breach of any representation, warranty, or obligation under these Terms; (c) any infringement or misappropriation of intellectual property or proprietary rights alleged to result from Remotely Technologies Inc.'s or Talent's use of materials, content, or instructions provided by the Client; or (d) any product liability or damages arising from the use of the Work Product by Client or third parties.

13.2 Indemnification by Talent: Talent agrees to indemnify, defend, and hold harmless Remotely Technologies Inc. and its Indemnitees from and against any and all Claims arising out of or related to: (a) Talent's breach of any representation, warranty, or covenant in these Terms; (b) allegations that the Work Product or services provided by Talent infringe or misappropriate any third-party intellectual property rights; (c) Talent's gross negligence or willful misconduct in performing services; or (d) any employment-related or tax-related claim by Talent or a third party asserting an employment relationship between Talent and Client or Remotely Technologies Inc.

13.3 Indemnification by Remotely Technologies Inc.: Remotely Technologies Inc. will indemnify, defend, and hold harmless Client and Talent (and their officers, directors, employees) from and against any third-party Claims arising out of: (a) allegations that the Airwork AI platform, in the form provided by Remotely Technologies Inc., directly infringes a third party's U.S. patent, copyright, or trademark; or (b) Remotely Technologies resulting in unauthorized disclosure of User personal data (to the extent Remotely Technologies Inc. is at fault).

13.4 Exclusions and Additional Terms: An indemnifying party will not be responsible for any settlement it does not approve in writing (which approval shall not be unreasonably withheld). The indemnified party has a duty to mitigate its damages to the extent required by law. If multiple parties are alleged to be at fault (e.g., both Client and Talent), then each party's indemnification obligations will apply to the extent of its fault as determined in a final judgment or binding settlement.

13.5 No Limitation on Remedy: The obligations of indemnification stated here are separate from and in addition to any other remedies available under these Terms or at law. However, any indemnity payments would be counted towards any damage caps under Section 14 if applicable (unless excluded by law).

14. Dispute Resolution (Arbitration and Governing Law)

14.1 Negotiation and Amicable Resolution: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") between a Client and Remotely Technologies Inc., Talent and Remotely Technologies Inc., or Client and Talent (with or without involving Remotely Technologies Inc.), the parties agree to first attempt to resolve the issue amicably through good-faith negotiation.

14.2 Binding Arbitration: Any Dispute that cannot be resolved through negotiation within 30 days of notice of the Dispute shall be resolved by final and binding arbitration on an individual basis, rather than in court (except for matters that may be brought in small claims court as described below). You and Remotely Technologies Inc. each agree to arbitrate all disputes and claims between us, including those involving any Client or Talent, under a single, streamlined arbitration proceeding.

14.3 Governing Law: These Terms, and any dispute arising between the parties (whether or not subject to arbitration), shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. The Federal Arbitration Act (9 U.S.C. §1 et seq.) will govern the interpretation and enforcement of the arbitration agreement and any arbitration awards.

14.4 Time Limits: To promote prompt resolution, the parties agree that any claim or cause of action arising out of or related to the use of the Services or these Terms must be filed within two (2) years after such claim arose (or if multiple instances, from the date of the last instance giving rise to the claim), or it shall be forever barred.

14.5 Confidentiality of Proceedings: The parties agree that any arbitration (and any negotiations or mediation preceding it) shall be confidential. The fact of the arbitration, the evidence and arguments presented, and the ruling shall not be disclosed beyond the arbitration proceedings, except as necessary to enforce, modify, or vacate the arbitral award or as required by law.

15. Limitation of Liability

15.1 No Indirect Damages: To the fullest extent permitted by law, neither Remotely Technologies Inc. nor any of its affiliates or their officers, directors, employees or agents (collectively, the "Remotely Technologies Inc. Parties") shall be liable to you (or to any third party making a claim through you) for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever.

15.2 Cap on Liability: To the fullest extent permitted by law, the total aggregate liability of Remotely Technologies Inc. and Remotely Technologies Inc. Parties to any User (Client or Talent) for all claims arising out of or relating to this Agreement or the Services will not exceed the greater of: (a) the total amount of fees paid or payable by the Client to Remotely Technologies Inc. in the six (6) months immediately prior to the event giving rise to the liability (for Clients' claims), or the total fees earned by the Talent via Remotely Technologies Inc. in the six (6) months prior (for Talent's claims); or (b) USD $5,000.

15.3 Exceptions: The limitations in Sections 15.1 and 15.2 shall not apply to: (i) Remotely Technologies Inc.'s indemnification obligations under Section 13.3 (for IP infringement by the Platform); (ii) liability for death or personal injury caused by Remotely Technologies Inc.'s negligence or willful misconduct; (iii) liability for fraud or fraudulent misrepresentation; or (iv) any other liability that cannot be excluded or limited by applicable law.

15.4 Release of Liability for Disputes Between Users: Remotely Technologies Inc. merely facilitates connections between Clients and Talent and is not responsible or liable for the actions or omissions of any Client or Talent. If you have a dispute with another User (for example, regarding the quality of work or payment), you release Remotely Technologies Inc. (and our affiliates, and our and their officers, directors, employees, agents) from all claims, demands, and damages of every kind and nature arising out of or in any way connected with such dispute.

15.5 State Law Rights: Some states (such as New Jersey) or countries do not allow limitation of certain warranties or incidental/consequential damages in consumer contracts, so the above disclaimers and limitations may not fully apply to Users who are considered consumers under the law of those jurisdictions.

15.6 Acknowledgement: Each party acknowledges that the allocation of risk and liability in these Terms is a fair and equitable part of the bargain, taking into account the fees charged and the availability of insurance. You understand that you are responsible for obtaining appropriate insurance to cover potential losses (e.g., business insurance, professional liability insurance, or insurance on work product) as needed.

16. Term and Termination

16.1 Term of Agreement: These Terms shall become effective between Remotely Technologies Inc. and you as of the moment you first accept them or use the Services, and will remain in effect until terminated as provided herein. For Clients and Talent, the Terms apply to each Engagement commenced during the period that your account is active and for as long as you use the Platform.

16.2 Termination by User: Clients or Talent may terminate their use of the Services at any time by closing their account or providing written notice to Remotely Technologies Inc. (subject to completing any ongoing Engagements or other contractual obligations). If you simply stop using the Platform, these Terms (and any updated versions) will continue to apply to past usage and any residual matters.

16.3 Termination or Suspension by Remotely Technologies Inc.: Remotely Technologies Inc. may, in its sole discretion, suspend, terminate, or limit your account or access to the Services at any time, with or without prior notice, if we believe: (a) you have breached any provision of these Terms or have acted in a manner that clearly shows you do not intend to or are unable to comply; (b) you have violated applicable laws or regulations or engaged in fraudulent or inappropriate activities; (c) you have repeatedly received poor feedback or have otherwise become inactive or not suitable for the platform community; or (d) Remotely Technologies Inc. decides to discontinue the Services or has a business or legal reason to terminate.

16.4 Effect of Termination: Upon termination of your account or this Agreement for any reason: (i) all licenses and rights granted to you in these Terms will immediately cease; (ii) you must cease all use of the Platform and Services and, if requested, return or destroy any Confidential Information of Remotely Technologies Inc.. However, any provisions of these Terms that by their nature should survive termination (such as confidentiality, IP rights transfer, non-circumvention, dispute resolution, and limitation of liability) shall survive.

16.5 Withdrawal of Services: Remotely Technologies Inc. reserves the right to withdraw or modify the Services (or any part thereof) at any time, including ceasing operations, though we will aim to provide reasonable prior notice to active Users if we plan to shut down the platform so that ongoing projects can be completed or alternative arrangements made.

17. General Provisions

17.1 Entire Agreement: These Terms, together with any additional rules, guidelines, Privacy Policy, Refund Policy, and other documents incorporated by reference, constitute the entire agreement between you and Remotely Technologies Inc. regarding the Services, and supersede all prior or contemporaneous agreements, understandings, or communications (whether written or oral) relating to the subject matter hereof.

17.2 Amendment: Remotely Technologies Inc. may update or modify these Terms from time to time. We will notify Users of material changes by posting the revised Terms on our website (and updating the "Last Updated" date above) and/or through an email or platform notification. Any changes will not apply retroactively to ongoing disputes or engagements initiated before the effective date of the revised Terms, but will apply to new engagements or usage.

17.3 Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder (whether by operation of law or otherwise) without Remotely Technologies Inc.'s prior written consent. Any attempted assignment by you in violation of this clause is null and void. Remotely Technologies Inc. may freely assign or transfer this Agreement or any rights/obligations, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to these Terms, or by operation of law.

17.4 No Waiver: No failure or delay by Remotely Technologies Inc. in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the party granting the waiver.

17.5 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will work in good faith to replace any invalid or unenforceable provision with a valid, enforceable substitute provision that most closely approximates the original intent and economic effect.

17.6 Relationship of Parties: The parties are independent contractors. Nothing in these Terms is intended to or shall constitute a partnership, franchise, joint venture, employer-employee, or agency relationship between Remotely Technologies Inc. and any Client or Talent. Neither party has the authority to bind or act on behalf of the other except as expressly provided.

17.7 Third-Party Beneficiaries: Except as expressly provided in these Terms, there are no third-party beneficiaries to this Agreement. Only the parties (and permitted assigns) have rights or remedies under it. However, Clients and Talent acknowledge that any affiliate of Remotely Technologies Inc. that is involved in providing the Services is an intended beneficiary of Remotely Technologies Inc.'s rights and protections under these Terms.

17.8 Notices: Notices to Remotely Technologies Inc.: Any legal notices or communications concerning disputes or breach of these Terms should be sent to Remotely Technologies Inc. at the following contact information:

17.9 Force Majeure: Except for payment obligations, neither Remotely Technologies Inc. nor any User shall be liable for any delay or failure to perform under these Terms if such delay or failure is caused by events beyond that party's reasonable control, including, without limitation, acts of God, natural disasters, epidemic/pandemic, war, terrorism, civil unrest, governmental action, labor conditions, power or internet outages, or other causes beyond the reasonable control of the affected party.

17.10 Headings and Interpretation: The headings in these Terms are for convenience only and have no legal effect. "Including" means "including without limitation." Words in the singular include the plural and vice versa. Any examples given are illustrative and not exhaustive. If these Terms are translated into another language, the English version will control in the event of any ambiguity or conflict unless prohibited by local law.

17.11 Electronic Signatures and Agreement: You agree that the electronic consent or acceptance you provide on the Platform constitutes your signature and agreement to these Terms, just as if you had signed a physical document. You further acknowledge that a printed version of these Terms and of any notice given by electronic means shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records originally generated and maintained in printed form.

18. Contact Information

If you have questions, concerns, or feedback about these Terms or the Services, please contact Remotely Technologies Inc. at:

Address: 600 North Broad Street, Suite 5, Middletown, DE 19709, USA

Email: support@airwork.ai

Website: https://airwork.ai

Our team will be happy to assist you.

You acknowledge that you have read and understood these Terms of Service and agree to be legally bound by them. Thank you for using Remotely Technologies Inc.'s Services to power your remote collaborations!