Kader

Terms and Conditions

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Terms and Conditions Job Seeker Independent Contractor Services Agreement The Kader Mobile Application is an internet application (“Kader Mobile Application” or the “Application”) owned and operated by Sukoon Technologies Limited in affiliation with Kader for Technology LLC. (“Kader,” “we,” “us,” or the “Company”). Kader provides a service (the “Service”) that allows its customers (“Customers”) to access Kader’s network of contractors (“Kaderos” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Kaderos have access to the Application to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests. Acknowledgment and Acceptance of Independent Contractor Services Agreement This Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Kader and you. By registering to become a Kadero, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Kadero, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein. Kadero reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Kaderos directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Kader does not assume any obligation to notify Kaderos of any changes to this Agreement, or the creation or modification of any additional terms. You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number. Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work] and legally authorized to work in the Hashemite Kingdom of Jordan to become a Kadero. If you do not meet these criteria, you may not register to become a Kadero. You acknowledge and agree that Kader is a technology services provider that does not provide transportation services. 1. Definitions Capitalized terms are defined as set forth below or elsewhere in the Agreement. 1.1  “Services” means the services described in a Kader Request for services by a Kadero to a Kader Customer. 1.2  “Kader Request” means a notice provided, through the Application, to one or more Kaderos, which includes a description of the services to be provided by the Kaderos, the times at which the Kader Request begins and must be completed, and the fee associated with the Kader Request (the “Payment”). An open request is a request for services that has not yet been accepted by a Kadero (“Open Request”). Kaderos can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Kadero has accepted a Kader Request pursuant to Section 2, the Kader Request will become a “Kader Engagement”. 1.3  “Kader Mobile Application” or “Application” means the software application used by Kader in connection with the Services. 2. Kaderos 2.1 Customer Conditional Offer Requirements and Privacy Information.&nbsp. Some customers may require completion of certain steps or requirements after you accept a Kader Request before you perform the Kader Request (“Conditional Offer Requirements”).&nbsp. Any Conditional Offer Requirements will be explained after you accept the Kader Request.&nbsp. Failure to complete such Conditional Offer Requirements to the satisfaction of the Customer will result in your inability to perform accepted Kader Requests.&nbsp. Please note that some of the Conditional Offer Requirements will require Kader or a designated third-party provider to ask for your social security number and share it with entities who require the information to facilitate the Conditional Offer Requirements.&nbsp. Kader may also share your social security number with our payment vendor, in order to verify your payment account to ensure the safety of your account. 2.2 Best Efforts. By registering to become a Kadero and accepting an Open Request, you agree to use your best efforts to perform the Kader Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a Kadero has accepted a Kader Request, the Open Request will no longer be available for performance by other Kaders who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that:&nbsp. (1) you understand what you are being asked to deliver. (2) you can perform the Services identified in the Open Request. (3) you can deliver the Services in the requested time period. and if required, you can get to and from the Customer’s location. If you fail to show up at the Customer location by the specified start time as noted on the Kader Request, Kader or Customer in their sole discretion may cancel the Kader Request without any penalty. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements. You agree to not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any Kader Engagement. 3. Independent Contractor Relationship Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Kader and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Kader that is inconsistent with your being an independent contractor (and not an employee) of Kader. You are not the agent of Kader or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Kader or the Customer. As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement. Kader does not restrict the Kaderos right to provide services through other parties, including competitors of the Kader Mobile Application. Kader expects the individual performing services as a Kadero will provide services for other parties; Kadero acknowledges and represents Kadero can earn income from other sources. Kader does not guarantee the Kadero any minimum amount of Kader Engagements; Kader does not provide a performance assessment for Kaderos, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the Kadero uses to perform services; Kader does not pay a salary or hourly rate but rather facilitates Requestor’s payment of the rate set by the Requestor; Kader does not terminate the work during the term of this Agreement unless the Kadero violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement; Kader does not provide training, tools, equipment, benefits, or expense reimbursement to the Kadero; Kader does not dictate the time of performance; Kader does not combine its business operations in any way with the Kadero’s business, but instead maintains such operations as separate and distinct. Kadero shall have no legal authority to enter into contracts on Kader’s behalf or otherwise bind Kader in any way. Kadero is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Kadero renders. Without limiting the generality of the foregoing: 3.1  Benefits and Contributions. You are not entitled to or eligible for any benefits that Kader, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Kader will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. 3.2  Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the local tax services, Kader will report the Payments paid to you for services rendered as part of Kader engagements. You agree to indemnify Kader for the cost of any tax liabilities incurred by Kader as a result of your failure to pay all applicable taxes in a timely manner. 3.3  Third Party Payment Processing Services. Payment processing services for Kaderos are provided by Elaf Payment Solutions (“Gate to Pay”) and are subject to the Gate to Pay Wallet Holder Agreement (collectively, the “Gate to Pay Services Agreement”). These documents can be found at the provided links or by using a search engine (such as Google or Bing) to seek the terms “Gate to Pay Connected Account Agreement” or “Gate to Pay Terms of Service,” respectively.” By agreeing to these terms or continuing to operate as a Kadero on Kader, you agree to be bound by the Gate to Pay Agreement, as the same may be modified by Gate to Pay from time to time. As a condition of Kader enabling payment processing services through Kader, you agree to provide Kader accurate and complete information about you and your business, and you authorize Kader to share it and transaction information related to your use of the payment processing services provided by Kader.&nbsp. You further authorize Kader to electronically debit your Gate to Pay account and, if necessary, electronically credit your account to correct erroneous debits. 4. Confidentiality, Privacy &amp. Equality 4.1  Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Kader. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Kader’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Kader’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Kader and/or the Customer considers to be confidential or proprietary or which Kader has a duty to treat as confidential. 4.2  Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care. You agree that you will comply with the terms of the Kader User Policy with respect to your use of the Service (including the Kader Platform) which can be found atwww.kaderapp.com. Further, you agree that you will comply with the terms of the Kader (https://kaderapp.com/terms-and-conditions-of-use), with respect to your use of the Service (including the Kader Platform). 4.3  Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Kader’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Kader, or is required by law or court order, provided that you immediately notify Kader in writing of such required disclosure and cooperate with Kader, at Kader’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court. 4.4  Removal. Return. Upon Kader’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Kader or, if so directed by Kader, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Kader in writing that you have fully complied with these obligations. 5. No Conflicts You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Kader Engagement, or that is otherwise inconsistent with this Agreement or any Kader Engagement. 6. Representations And Warranties 6.1  General. You represent, warrant, and covenant that: (a)  You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers); (b)  You will comply with all of the terms of this Agreement; (c)&nbsp. You will fully conform to the Customer specifications, requirements, and other terms of any Kader Request that you accept, and the Services delivered will be of a professional and workmanlike quality; (d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement; (e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner. (f) You are not providing and will not provide labor or services to Kader for remuneration, but rather, you can use the Application to find and, if you wish, accept Kader Requests posted by Customers. (g) You will at all points remain free from the control and direction of Kader in connection with your use of the Application and the Service, including during your consideration and acceptance of any Kader Requests and during the performance of any Kader Engagements. (h) You recognize that Kader is an on-demand software-driven staffing platform and agree that Kader Requests posted by Customers are for work that is outside the usual course of Kader’s business. (i) You acknowledge and agree that Kader does not and cannot control the worksite(s) at or in which you provide any services to any Customers.&nbsp. You acknowledge that you should alert on-site personnel of any safety concerns or issues you might have. (j) You acknowledge and agree that requests for services are posted by Customers without review by Kader and that Kader cannot and does not verify the accuracy of any requests for services posted by its Customers. (k) You acknowledge that time is of the essence for the completion of requests for services.&nbsp. Thus, if a request for services has a set start time and you are not present and available at the set start time, the Requester may immediately cancel the request.  (l) You will only accept Kader Requests for which you have the necessary skills, training, qualifications, expertise, licensure, and authority, and will perform Kader Engagements safely and in accordance with all applicable laws and regulations. 6.2.  Indemnification. You will indemnify and hold harmless Kader and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Kader engagement, which act or omission gives rise to any claim for damages against you, Kader and/or its parents, affiliates, employees or agents. Kader specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Kader engagement. 6.3  Insurance. You acknowledge that you are an independent contractor, not an employee of Kader. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Kader to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Kader requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for Kader, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Kader may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Kader Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Kader may have, and that Kader is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers’ compensation or occupational accident insurance, you will be charged a Trust and Safety Fee that will be paid towards Kader’s supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee. In the case that Kader provides an insurance coverage in regards to your Kader Engagement, this shall not be construed as an establishment of an employer/employee relationship in any way or form. 6.4  Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you. 7. Limitation Of Liability IN NO EVENT WILL KADER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KADER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY KADER FOR KADER ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF CERTAIN TYPES OF DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 8. Term &amp. Termination 8.1&nbsp. Term. Termination by Kader. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Kadero using the Kader Mobile Application, then the Kadero’s next use constitutes a renewal of this Agreement. Kader reserves the right to terminate your access to the Application if you have not accepted a Kader Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Kader Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Kader, in its sole discretion, believes in good faith to be detrimental to its business interests. 8.2  Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination. 9. General Provisions 9.1  Law.this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the Hashemite Kingdom of Jordan regardless of your country of origin or where you access Kader, and notwithstanding any conflicts of law principles. 9.2   Mandatory Binding Individual Arbitration (“Arbitration Agreement”). The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement is governed by the Jordanian Arbitration Laws and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company, past, present or future. The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them. any and all of which may enforce this Arbitration Agreement. To the fullest extent permitted by law, the Arbitrator, and not any local court or agency, shall have exclusive authority to resolve any dispute relating to the formation, interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by governing law. 9.3  Modifications to Application. Kader reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9 (“General Provisions”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Kader shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services. 10. Responding to Legal Process Kader may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. Where permitted by Law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. Kader is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process. Employer: Customer Agreement for Kader Service Sukoon Technologies Limited, a company duly registered in the British Virgin Islands in affiliation with Kader for Technology LLC, a company duly registered in the Hashemite Kingdom of Jordan. (“Kader”) provides a service (the “Service”) that allows its customers to connect with Kader’s network of geographically distributed contractors (“Kaderos”) to obtain service providers for various short term engagements. Please read this Customer Agreement (“Agreement”) in its entirety if you wish to become a customer. ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT This Agreement sets out the terms of the relationship between Kader and you.  By signing this Agreement and/or by using the Application or the Kader Mobile Application in connection with the Service, you represent that (1) you have read, understand, and agree to be bound by this agreement, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Customer.&nbsp. The terms “you” and “Customer” refer to you or the legal entity which you work for or represent.&nbsp. This agreement includes Kader’s Privacy Policy. You agree and understand that certain features of the Application (defined below) may be subject to additional terms and conditions or registration requirements.&nbsp. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement.&nbsp. Kader reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly.&nbsp. You are responsible for regularly reviewing this Agreement for updates and modifications to its terms.&nbsp. Continued use of the Application and/or the Kader Mobile Application after any such changes are made to this Agreement shall constitute your consent to such changes.&nbsp. Other than making the changes available on the Application, Kader does not and will not assume any obligation to notify Kaderos of any changes to this Agreement, or the creation or modification of any additional terms. 1. Definitions Capitalized terms are defined as set forth below or elsewhere in the Agreement. 1.1  “Deliverables” means the deliverables specified in a Kader Request for delivery by a Kadero to you. 1.2  “Kader Request” means a notice provided by Kader to one or more Kaderos, which includes a description of the services to be provided by the Kaderos and the associated Deliverables, the date by which the Kader Request must be completed and the fee for the Kadero who performs the Kader Request (the “Payment”).   The Payment will be subject to an additional charge to compensate Kader for creating, hosting, administering and providing the Application (the “Service Fee”). 1.3  “Kader Mobile Application” or the “Application” means the software used by Kader in connection with the Service. 1.4  “Service Request” means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage Kaderos. Once the Customer and Kadero have agreed upon the terms of a Service Request pursuant to Section 2, the Service Request will become a “Service Engagement”. 2. Service Request Customer may from time to time submit a Service Request to Kader via the Application. We reserve the right to reject any Service Request that is not appropriate, that violates the terms of service or use or that we believe in good faith to be inconsistent with the business interests of Kader or the integrity of the Application. 3. Fees And Payment 3.1  Fees.&nbsp. Kader charges fees and collects payment for each Service Engagement.   You agree to provide Kader with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Kader reserves the right to terminate your access to the Service, and any outstanding Service Engagement, in addition to pursuing any available legal remedies. Generally, you will be billed each day for services provided that day.  Special payment arrangements may be made when appropriate.  The Service Fee for engaging a Kadero as an independent contractor is a percentage of the Payment amount and is generally for creating, hosting, administering, maintaining and providing the Application (collectively, the “Invoice Amount”).  A Service Request shall be considered complete once the Deliverables have been accepted by Customer in accordance with Section 4. The charge for Service Engagements that involve Kader’s payroll application for hiring Kaderos as employees will be determined based on the type of engagement and geographic location of the Kadero and that is mutually agreed upon by Kader and you. 3.2  Taxes.  Kader’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Kader has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer. 3.3 Direct Hire Fee.&nbsp. In the event Customer or any Customer director, officer, or employee (collectively, “Customer Personnel”) desires to Hire or otherwise directly engage a Kadero outside of the Kader Application in the twelve (12) months following Customer’s or any Customer Personnel’s last contact with Kadero through the Kader Mobile Application, Customer will notify Kader and subsequently Customer will be billed and Customer agrees to pay a sum based on the number of hours worked by the Kadero for the Customer. Customer shall pay to Kader any Hiring Fee owed on the same schedule as the payment of all other fees or invoices to Kader.  In the event Customer does not notify Kader within thirty (30) days that it has Hired a Kadero, Customer shall be obligated to immediately pay to Kader $2,000 for each such Kadero it has Hired.  The amounts described in both instances (i.e., with or without notice from Customer) shall be referred to as the “Hiring Fee”. Such Direct Hire Fee shall be charged regardless of whether: (a) Kadero contacts Customer or applies to Customer independently or otherwise through a public job posting or other job board. (b) different Customer Personnel are involved in the direct Hire of the Kadero and previous engagement of the Kadero through the Kader Mobile Application. or (c) Customer notifies Kader of such direct Hire or engagement of the Kadero. Any hire or engagement of the Kadero by Customer set forth above shall be defined as a “Hire” and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where Kadero receives any compensation from Customer. In addition, “Hire” also shall include any situation where Customer who had contact with Kadero through the Kadero Application provides any information regarding Kadero to a third party and that third party hires Kadero within the twelve (12) month period, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where Kadero receives any compensation, directly or indirectly, from Customer and/or the third party. 3.4 Late Cancellation Fee. In the event that Customer cancels a project or a Service Engagement less than twelve (12) hours before the performance of the service is to begin, the Customer will be required to pay half of the cost of the Service Engagement.&nbsp. The cost includes both the payment to the Kadero and the fee paid to Kader. 3.5 Late Payment Charges. Any invoice which remains unpaid after the due date shall bear interest at the rate of 1.5% per month. If the amount of any late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount. 4. IP Ownership 4.1  Kader IP.  Customer acknowledges that all the intellectual property rights in the Application, the Service, the Kader Mobile Application, and any metadata or other information generated or submitted to Kader by a Kadero in the course of performing a Kadero Request are owned by Kader or Kader’s licensors or suppliers (the “Kader IP”). Customer shall not obtain, by this Agreement, any right, title or interest in the trademarks of Kader or Kader’s licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Kader or Kader’s licensors, affiliates or suppliers. Customer agrees not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Kader IP, or (b) rent, lease, loan, or sell access to the Kader IP. 4.2  Suggestions.  Customer hereby grants to Kader a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Kader IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the Kader IP. 5. Confidentiality 5.1  Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. 5.2  Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 5.3  Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 5.4  Information Included in Service Engagements.&nbsp. Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Engagements will be sent to Kaderos who will need this information to respond to requests to perform one or more Kader Requests. By submitting a Service Request, Customer is requesting, and expressly consents to have details of the Service Engagement sent to Kaderos that provide like or similar services to those sought through the Kader Requests. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of its knowledge. 6. Disclaimers THE SERVICE AND THE DELIVERABLES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” KADER EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. KADER MAKES NO WARRANTY THAT (A) THE SERVICE OR DELIVERABLES WILL MEET CUSTOMER’S REQUIREMENTS. (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR DELIVERABLES WILL BE ACCURATE OR RELIABLE. KADER DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH KADER REQUEST AND A KADERO OR THAT THERE ARE KADEROS IN EACH GEOGRAPHIC AREA REQUESTED BY CUSTOMER WHO ARE WILLING TO FULFILL THE KADERO REQUEST AT THE TIME AND PLACE REQUESTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT KADER HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY KADERO AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN KADER AND THE KADEROS. KADER DOES NOT GUARANTEE OR WARRANT THE KADEROS’ PERFORMANCE OF THE KADERO REQUESTS OR THE OUTCOME OR QUALITY OF THE DELIVERABLES PROVIDED. 7. Limitation Of Liability. Indemnity IN NO EVENT SHALL KADER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM CUSTOMER’S USE OF THE KADER IP OR THE DELIVERABLES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KADER’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE KADER IP OR THE DELIVERABLES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES CUSTOMER PAID TO KADER IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT. Customer warrants and represents that it has properly classified all Kaderos that are used to provide services through the Kader App. Customer further agrees to indemnify, defend, and hold harmless Kader and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to: (1) a breach by you of any representation, warranty, covenant, or obligation in this Agreement. (2) any negligent or intentional act or omission committed by you, in connection with the performance of this Agreement, which act or omission gives rise to any claim for damages against you, Kader and/or its parents, affiliates, employees or agents. or (3) your violation of applicable law. Kader specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Kader engagement. 8. Relationships Between Kader, Kaderos And The Customers 8.1  Kader provides a platform through which Customers and Kaderos  can buy and sell Services online. Under this Agreement (and Kader’s service agreement with Kaderos), Kader provides services to both Customers and Kaderos, including the provision of a technology platform, aimed at facilitating the formation of contracts between Customers and Kaderos and informally managing disputes related to those contracts. Through the Application, Customers can post Service Requests and invite Kaderos to accept. If a Customer and Kadero agree on terms, including how a Kadero will be classified, a Contract is formed directly between such Customer and Kadero. 8.2  The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application. 8.3    Worker classification. Customer assumes all liability for proper classification of Kaderos as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Customer and Kadero. Kadero does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Customer. Kadero acknowledges that Kader does not, in any way, supervise, direct, or control Kadero’s work or Services performed in any manner. Kader does not set Kadero’s work hours and location of work, nor is Kader involved in determining the type or manner compensation to be paid for any Service Request. Kader will not provide Kadero with training or any equipment, labor or materials needed for a particular Request. Kadero will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee (unless as expressly provided by applicable laws). Customer and Kadero will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Kadero’s performance of Service Requests. For Contracts classified as independent contractor relationships, Customer may not require an exclusive relationship between Customer and Kadero. A Kadero classified as independent contractor is free at all times to perform Requests, be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer. For Contracts classified as employer-employee relationships, Customer will manage the Kader Request through Kadero’s payrolling program, where the Kadero becomes an hourly employee of Kader’s staffing affiliate and Kadero and Customer enter into appropriate additional agreements. Customer and Kadero agree to indemnify, hold harmless and defend Kader from any and all claims arising out of or related to their Service Request, including but not limited to claims that Kadero was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Kadero was misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Kader was an employer or joint employer of Kadero, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits. Customer warrants it will comply with all applicable wage and hour laws, including obligations under relevant laws, or other federal, state, and local wage and hour laws. 9. Termination 9.1  Termination Without Cause.&nbsp. Either party may terminate this Agreement without cause, effective immediately upon notice to the other party,  however, cancellation of this Agreement shall not relieve any party of their obligations relative to any Service Engagements that has been entered into but not completed at the time of the cancellation. 9.2  Surviving Provisions.  Sections 3 (“Fees and Payment”), 5 (“IP Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9.2 (“Surviving Provisions”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement. 10. Miscellaneous 10.1  Law.  This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the British Virgin Islands regardless of your country of origin or where you access Kader, and notwithstanding any conflicts of law principles. 10.2  Arbitration.  You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE APPLICATION AND/OR THE SERVICES PROVIDED (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Application and/or the Service (including your visit to or use of the Application and/or the Service) be instituted more than three (3) years after the cause of action arose. Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform Kader (info@kaderapp.com) of your complaint and seek resolution.  This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that Kader may evaluate the dispute and attempt to informally resolve same. Kader will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action. 10.3  Arbitration Procedures.  In the unlikely event that you and Kader end up in a legal dispute and have not been able to resolve it within 60 days of your original informal claim, you and Kader agree to the following: All Claims (excluding claims for injunctive or other equitable relief) must be resolved through binding arbitration before an arbitrator located in Jordan under the commercial dispute resolution rules then in effect, except as provided herein.  Any disputes as to the applicable rules and procedures shall be resolved by the arbitrator. If Kader initiates a claim, Kader will serve a demand for arbitration upon you by email to the email address on file with Kader, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought. 10.4  Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 10.5  No Assignment.  This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Kader’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Kader may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent. 10.6  Notices.  Kader may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with Kader, or by written communication sent by first class mail or pre-paid post to your address on record with Kader. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to Kader, addressed to the attention of CEO. Such notice shall be deemed given when received by Kader by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address:  26 Jamil Tutanji Street, North Abdoun, Amman, Jordan or send a message via info@kaderapp.com . 10.7  Waiver.  All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 10.8  Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void. 10.9  Modifications to Application.  Kader reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that Kader shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service. 11. Contacting Kader If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at info@kaderapp.com 12. Payroll Services Agreement By using this Payroll Services Agreement, you signify that you have read, understand, accept and agree to be bound by this Services Agreement. This Services Agreement includes and incorporates by this reference the service and terms of use agreements by and between Kader and Customer and Kadero, respectively (collectively the “Terms of Service”) relating to the Application. Kader reserves the right to revise this Services Agreement and the Terms of Service and all information linked to them from time to time in its sole discretion.  Such revisions will become effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement on the Application for updates and modifications to its terms. Continued use of the Application after any such changes are made shall constitute your consent to such changes. Other than making the changes available on the Application, Kader does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms. Unless otherwise provided in such revision, the Services Agreement or Terms of Service, or any revised part of them, will take effect when and as posted on the Application. 13. Employment Relationship And Employer Of Record Upon accepting a Kader Request or an Open Request that is classified as Payroll with Customer through the Application (each a “Payrolled Kader Engagement”), Kadero agrees and understands that Kader will choose the payroll service company (the “Payroll Company”) to be the employer of record, meaning the Kadero will be an employee of Payroll Company (a “Payroll Employee”) solely for Payrolled Kadero Engagements.&nbsp. All other Kader Engagements will be on an independent contractor basis, as outlined in the Terms of Use. Kader will instruct Payroll Company to assign Kadero to work for Customer, and Customer is responsible for supervising Kadero, who is for purposes of that assignment the Payroll Employee. Except as otherwise stated in this Services Agreement, Payroll Company is responsible for managing payroll, taxes, government documents, benefits (if applicable) and insurance for Payroll Employee. Customer is responsible for the supervision, direction and control of the day-to-day activities of each Payroll Employee.  Payroll Employee is responsible for performing the agreed-upon work for Customer. 14. Hiring Representations, Disclaimers And Limitations Customer acknowledges and agrees that Customer has selected a Kadero to become a Payroll Employee based upon Customer’s determination that the Kader accepted a Kader Request or an Open Request. Neither Kader nor the Payroll Company makes any representations or warranties as to the skills, experience, background or education of any Kadero. Kadero acknowledges that Kadero has agreed to become a Payroll Employee servicing Customer based on Kadero’s own determination that Customer offers work acceptable and appropriate for Kadero on terms that are acceptable to Kadero.&nbsp. Kadero agrees to complete such documents as Kadero and/or Payroll Company may legally and reasonably require to complete the employer/employee relationship, including without limitation applicable tax forms (collectively, the “Employment Paperwork”).&nbsp. Kadero understands and agrees that Kadero will not become an employee of Payroll Company or be entitled to work for Customer or receive payment from Payroll Company until all Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has accepted Kadero as an employee. Customer will continue to issue Open or Kader Requests and pay for Kadero through the Application.&nbsp. Kader assumes no responsibility for and shall exert no control over the projects and work assigned to Kadero, nor has Kader had any role in Customer’s decision to engage Kadero via Payroll Services.  Kader shall not direct the work of or supervise (to any degree, directly or indirectly) Kadero, nor shall Kader determine any terms and conditions of Kader’s employment relationship with Payroll Company or Customer (including but not limited to rate of pay, performance evaluation, discipline and/or termination). Kader merely provides the platform for Customer to request Kadero to accept certain work assignments, and separately facilitates the relationship between Customer and the Payroll Company that will handle the administration of payroll and other legal obligations of Customer with regard to Kadero. These facts, alone or in combination, do not make Kader an employer of Kadero or a co-employer/joint employer with Customer and/or the Payroll Company. Kadero acknowledges and agrees that he/she is not and will not be an employee, consultant, or independent contractor of Kader, and that he/she will not be providing any services to Kader (directly or indirectly) while employed by Payroll Company. Kadero shall be solely responsible for the professional performance of Kadero’s work. Kadero shall be solely liable for its acts, omissions and negligence as a Payroll Employee. 15. Payroll Services The following are the services provided by the Payroll Company for Payroll Employees assigned to Customer: (i) calculation and payment of wages (including overtime wages) based upon submitted timesheets. (ii) collection, payment and reporting of all federal, state and local taxes on such wages. (iii) administration and management of unemployment claims. (iv) administration and collection of wages associated with wage garnishments. (v) workers’ compensation coverage.&nbsp. In addition, the Payroll Company shall provide and bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such personnel may be entitled based on eligibility and applicable law. 16. Control Of Workplace Customer and Kadero acknowledge and agree that the neither Kader nor the Payroll Company will control the working conditions or the workplace in which a Payroll Employee will perform services for a Customer. 17. Payroll Employee Supervision And Limitations On Scope Of Employment At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee.&nbsp. The Customer shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property. Customer acknowledges and agrees that Payroll Employees are not employees or consultants of Kader and that Kader maintains no control over any Kader Engagement, supervision of Kaderos, payroll practices or other terms and conditions of the working relationship described herein. Customer further acknowledges and agrees that Payroll Employees are employees of the Payroll Company for purposes of payroll processing and, in some cases, the provision of certain statutorily required employee benefits, but that the Payroll Company maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement. 18. Compliance With Laws, Rules And Regulations At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee.&nbsp. The Customer shall be responsible for compliance with any and all workplace laws, rules, regulations (including implementation and enforcement of any policies and procedures required by law) and for implementation and enforcement of any policies and/or procedures that may be necessary to prevent the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property. Kadero agrees and understands that Kadero shall not work over 8 hours in a day or 29 hours in a week without express written approval by Customer, Kader, and Payroll Company. Notwithstanding the fact that the Payroll Company reserves the right to make determinations regarding the overtime exemption status of each Payroll Employee, Customer is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Payroll Employees, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Payroll Employee. 19. Equal Employment Opportunity, Workplace Laws Payroll Company selected by Kader to provide Payroll Services is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, independent contractor or Payroll Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law.&nbsp. Customer and Payroll Employee shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment. Policy Against Sexual Harassment And Other Illegal Harassment Payroll Company, Customer and Kader prohibit sexual and other illegal workplace harassment.&nbsp. Customer shall train its Payroll Employees about their rights and responsibilities pursuant to applicable law pertaining to non-harassment or other illegal workplace harassment. Customer will be informed if any special training requirements legally pertain to a Payroll Employee by virtue of that person being employed by Payroll Company. Payroll Company and Customer will provide all Payroll Employees with written information detailing their rights and responsibilities under Customer’s and Payroll Company’s policies against sexual harassment and other illegal workplace harassment. Customer shall inform Payroll Company immediately of any complaint or allegation of of illegal harassment by or against a Payroll Employee and shall undertake and complete a prompt and thorough investigation of any such complaint.&nbsp. Upon notification, Payroll Company may assist Customer with the investigation of sexual harassment complaints made by or against Payroll Employees, but the costs associated with such investigation shall be borne by Customer. If Kadero believes that he/she has not been provided equal opportunity in any manner, or if Kadero becomes aware of discrimination or harassment, Kadero should immediately report that conduct to Kader at info@kaderapp.comor +962776990990. 20. Required Notifications The Customer will send all written notices and payroll communications to Kader in accordance with the requirements of the Terms of Service. Kadero must inform Customer of any work-related injury in connection with services performed for Customer.&nbsp. Customer will provide Kader with written notice within three (3) days of its own receipt of any notice of a work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of tax liens and other forms of legal process affecting the payment of wages to a Payroll Employee. 21. Disclaimers Notwithstanding anything to the contrary, Customer and Kadero acknowledge and agree that: 1.  Kader, via the Application, is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform of the Payroll Company or any other action or inaction of the Payroll Company or any Customer or any Kadero. and 2.  Payroll Company shall not be responsible for any breach or failure to perform of Kader or any Customer or any other action or inaction of Kader or any Customer or any Kadero. 22. Change Of Payroll Company Kader may designate a new third party payroll company (“New Company”), at any time in Kader’s sole discretion, to perform Kader Payroll Services. Upon such designation, or at any other time as directed by Kader, Customer shall: (i) cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of the Kader Payroll Services. or if directed by Kader (ii) immediately assume all federal, state and local obligations of an employer to the Payroll Employees and immediately assume full responsibility for providing payroll services and workers’ compensation coverage until such time as a New Company takes over such duties from The Payroll Company. If directed by Kader, Customer shall inform Payroll Employees that they are no longer covered by the Payroll Company for Kader Payroll Services, workers’ compensation and/or health care policies. 23. General Provisions Governing Law and Venue. The Services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the British Virgin Islands, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer and Kadero hereby expressly consents to the personal jurisdiction and venue in the state and central courts for the British Virgin Islands, or the county in which Customer’s principal place of business is located solely in the event of any lawsuit filed there against Kader by Customer or by Kader arising from or related to Kader Payroll Services and/or this Services Agreement. Severability. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. No Assignment. The Services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of Kadero, assign any rights and obligations under the Payroll. Waiver. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Execution and Delivery. Binding Effect. The parties will evidence execution and delivery of the Services Agreement with the intention of becoming legally bound, by using Kader Payroll Services provided by the Application.