FREELANCER AGREEMENT

This freelancer agreement (“Agreement“) is entered into and made effective as of the date of signing (“Effective Date”) by and between you as the freelancer (“Freelancer“, “You”, “Your”) and 24hoursMVP, Inc. located at 1380 Village Way, C203, Costa Mesa, CA 92626 US (“Kavun“, “Platform”, “We”, “Us”, “Our”). The purpose of this Agreement is to set forth the terms and conditions that govern Your use of the Platform.

WHEREAS, the Platform operates as a marketplace that connects clients with freelance software developers, software development mentors and consultants; and

WHEREAS, the Freelancer desires to register as a service provider on the Platform and to offer freelance services to the clients.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Freelanceragrees as follows:

1. REGISTRATION

Freelancer account: To provide the services as a registered Freelancer on the Platform, it is necessary for You to either register for an account (“Freelancer Account”) or add an agency account. You shall provide accurate and complete information, including but not limited to first and last name, contact information, areas of expertise and payment-related information. Freelancer needs to create a username and password to access the Platform and its services. The Freelancer shall be solely responsible for maintaining the confidentiality of its login information and for any use or misuse of the Platform that occurs under its account. The Platform reserve’s the right to suspend or terminate Your usage of Our Platform in case You provide Us with false, incorrect, or incomplete information.

Agency Account: Another option is an Agency Account (“Agency Account“) which is owned and operated by a legally recognised entity. The Agency Account grants the ability to add agency members who are authorized to act on behalf of the agency.

The Agency Account owner is solely responsible for compensating its agency members including employees in accordance with applicable laws and contractual agreements for the work performed on behalf of the agency. It is hereby understood that the agency members engaged by the Agency Account neither have any contractual relationship with Kavun nor are they associated with Kavun in any manner.

It is crucial to note that Your registration is subject to Our approval. We reserve the right to decline Your registration if You fail to submit sufficient verification documents or for any other lawful and valid reason.

The Freelancer understands and agrees that the Platform may, in its sole discretion, accept or reject the Freelancer’s registration to use the Platform or its services. The Freelancer further agrees to comply with all policies and guidelines provided by the Platform, including but not limited to the Platform’s terms of service and privacy policy.

2. ELIGIBILITY FOR ACCOUNT

It is hereby acknowledged and agreed that the Freelancer shall partake in the provision of the services offered by the Platform solely for professional purposes, as indicated by the Freelancer’s commitment to such usage. The Freelancer warrants and represents that all information provided during the registration process is accurate and complete and undertakes to update such information as necessary to maintain its accuracy throughout the term of this Agreement.

Notwithstanding the foregoing, it is acknowledged and agreed that the Platform reserves the right, at its sole discretion, to require the Freelancer to provide professional degrees or certificates as a prerequisite for the registration of the Freelancer’s Account. Such information may also be sought during the term of the Agreement.

3. REPRESENTATIONS AND WARRANTIES

The Freelancer affirms and guarantees that it:

• possesses the requisite authority and legal capacity to enter into this Agreement;
• possesses the essential knowledge, skill, and experience to render the services requested for by the clients;
• shall provide the services in a professional manner;
• shall refrain from using the Platform to encroach upon the intellectual property rights of any third party; and
• shall comply with all applicable law(s) and regulations in connection with its use of the Platform.

4. SCOPE OF FREELANCER’S SERVICES

The Freelancer agrees to furnish services to clients as per the provisions and stipulations specified on the Platform and in this Agreement. The Freelancer acknowledges that it shall be solely responsible for the quality and timeliness of the services provided to the clients. The Platform will not be responsible for the Freelancer’s work quality, reliability, or any errors or omissions including bugs in the work performed for the clients. The Platform does not endorse any Freelancer(s) or their expertise.

The Freelancer shall provide all kinds of software development and software development-related mentoring and consulting services, including but not limited to the following:

• Blockchain, NFT & Cryptocurrency;
• Desktop Application Development;
• E-commerce development;
• Game Design & Development;
• Mobile Development;
• Web Development;
• Software Development;
• Product Management;
• Project Management;
• QA Testing;
• Scripts & Utilities;
• Web & Mobile design;
• Web Development;
• Mentoring & Consulting.

5. RELATIONSHIP WITH KAVUN

The Platform functions as a marketplace where Freelancers offer their services to clients. Our Platform offers services to clients and Freelancers which help achieve the aforementioned purpose including but not limited to hosting the Platform, facilitation of contracts, and assistance in the resolution of disputes that may arise in connection with the usage of the services.

The Platform is not responsible for the quality of services provided by the Freelancer and does not guarantee any specific results from the use of Freelancer services. The Platform acts as an intermediary between the Freelancers and the clients and shall not be made a party to disputes with respect to any legal proceedings between the client and the Freelancer.

Kavun in its sole capacity does not partake in offering freelancer services nor does it employ individuals to perform such services. As a Freelancer, You acknowledge and comprehend that Kavun does not oversee, manage, or control any contractual obligations You may have under a service relationship with the client. You consent that Kavun is not liable for the execution and performance of Your services or any liability that accrues pursuant to the same. The Freelancer understands and agrees that it is an independent contractor and not an employee of Kavun or the client.

In furtherance, the Freelancer acknowledges and affirms that Kavun possesses no authority over the manner in which the Freelancer performs its services or the consequences of such services. The Freelancer agrees that Kavun is not responsible for any disputes or issues that may arise between the Freelancer and the client.

6. CHANGES IN PROJECT SCOPE

In order for modifications to be made to the project scope, both the Freelancer and the client will be able to initiate changes such as extending the timeline or adding new project milestones. Any proposed changes must be agreed upon by both parties in order for them to take effect and the other party may also respond with additional changes to the scope. It is the responsibility of the Freelancer to ensure timely delivery of the project and other tasks. The Platform will not be liable for any changes made to the project’s scope or the Freelancer-client relationship, but will offer aid if a dispute arises.

7. DEADLINE, DELIVERABLES AND QUALITY ASSURANCE

The Freelancer shall provide the services and deliverables in accordance with the deadlines and milestones set forth in the project description or as mutually agreed upon between the client and Freelancer. The Freelancer shall use reasonable efforts to meet the deadlines and milestones.

If the Freelancer fails to provide the services and deliverables in accordance with the agreed-upon deadlines or milestones, the Platform shall not assume responsibility for ensuring on-time delivery of the deliverables. Further, the Platform will not be responsible for ensuring the quality of the delivered product, however, the Platform will provide assistance if the Freelancer wishes to submit a dispute. Each dispute will be handled separately on a case-by-case basis. As part of the resolution, the client may be eligible to receive a discount from the Freelancer on the Freelancer’s work.

8. INSPECTION AND ACCEPTANCE

Should any of the services carried out or deliverables provided fail to meet the specified requirements, the client has the right to demand that the Freelancer re-performs the services, or replaces or mends the non-conforming deliverables at the sole cost and expense of the Freelancer in order to ensure they fully comply with the requirements. Such demands however shall not be unreasonable and Kavun may reject such demands at its sole discretion.

If re-performing the services and/or correcting the deliverables is not possible, the client may take the following actions: (a) demand that the Freelancer to take necessary measures at its own cost and expense, to ensure future compliance with the requirements; and/or (b) decrease the amount payable for the relevant project to reflect the decreased value of the services and/or deliverables that the Freelancer performed and/or delivered, which were accepted by the client.

9. SUSPENSION OF FREELANCER’S ACCOUNT

In the event that the Freelancer a) fails to meet the required deadline; b) delivers software products containing bugs or errors; c) does not promptly ensure that the services and/or deliverables conform to the specified requirements; or d) take action deemed appropriate by the client to guarantee future compliance, the Platform shall reserve the right to freeze the Freelancer’s account or terminate the project and/or Agreement due to the default.

Such a decision shall only be made after due consideration of any dispute arising from these circumstances. The Platform shall not be liable for any damages arising from freezing of such account or termination, nor shall it be responsible for any loss of income or reputation that may result from such action. The Platform shall also not be obliged to compensate the Freelancer for any work already completed. The decision to either freeze or terminate the Freelancer’s account shall be made in good faith and in the best interest of both parties. The Platform shall use reasonable efforts to ensure that the decision-making process is fair and transparent.

10. FLEXIBLE PAYMENT OPTIONS

The client has consented to remunerate the Freelancer in compliance with one of three payment models:

• Hourly Payments: The first payment model is the hourly payments model, whereby the Freelancer shall be compensated on an hourly basis at a specified rate. The client reserves the right to indicate the minimum and maximum working hours per week and the Freelancer shall furnish a weekly report of the hours worked;
• Monthly Payments: The second payment model is the monthly payments model, whereby the Freelancer shall receive a predetermined fixed monthly amount for services rendered. This payment model is based on a predetermined number of working hours per month, as stipulated in the project brief or mutually agreed between the client and the Freelancer in writing;
• Project-Based Payments: The third payment model is the project-based payments model, whereby the Freelancer shall receive compensation according to predefined milestones stated in the project brief or mutually agreed between the parties in writing. The payment schedule for each milestone will be mutually agreed upon in writing by the Freelancer and the client.

11. PAYMENT TERMS

Clients remit payments to Kavun’s designated account ****via credit card, bank wire, ACH transfer, or Deel from which the fees associated with the use of the marketplace are subsequently deducted. The remaining funds are then disbursed to the Freelancers as payment for their services rendered.

All payments rendered to Freelancers via the Platform will be made in U.S. Dollars and will be facilitated electronically directly to the Freelancer’s designated account i.e. the bank account provided by the Freelancer at the time of registration. The Clients are obligated to make the payment within one (1) week of receipt of the invoice, irrespective of the payment method selected. In instances where payments remain outstanding beyond the specified due date, an interest rate of 1.5% per month will be charged on the overdue amount. Nevertheless, the Platform retains the right to amend this timeline on a contract basis. It is pertinent to highlight that the Platform accords a level of flexibility to Freelancers and clients in the determination of the fees for each project.

12. NO FEES FOR FINDING PROJECTS

Kavun does not levy any fee or charges for facilitating introductions between clients and Freelancers. Instead, the Platform provides a means for Freelancers to promote their services and showcases projects or facilitaterelevant connections. Resultantly, Kavun does not require any commission when a Freelancer successfully connects with a client or finds a suitable project. Additionally, Kavun does not impose any fees or expenses for posting or viewing feedback on the Platform.

13. RELATIONSHIP OF THE FREELANCER AND THE CLIENT

As a Freelancer, You understand and acknowledge that clients may engage with You through the Platform to avail of Your services. However, clients may also directly engage with You outside of the Platform to enter into any separate agreement such as a non-disclosure agreement or confidentiality agreement, provided that such agreement does not contradict or restrict Kavun’s responsibilities under this Agreement.

If You decide to accept any engagement outside of the Platform with a client whom You were introduced to through the Platform to become a co-founder, employee or pursue any other arrangement, You agree to notify Kavun in writing beforehand and allow Kavun to arrange for a reasonable wind-down period. Kavun may adjust the wind-down period based on Your commitments to Kavun or other clients. During the wind-down period, You agree to fulfill Your obligations to the client on the Platform.

In the event the client hires You directly, You shall be responsible for paying fees to the Platform for a period of 12 (Twelve) months from the date of the initial engagement with the client. Such fees shall be charged directly from Your credit/debit card and shall not be subject to any intermediate bank transfers.

The client shall act as a guarantor of the Freelancer’s payment obligations and shall be responsible for covering any fees owed by the Freelancer in the event that the Freelancer fails to make timely payment. This agreement shall remain in effect for a period of 12 months or until the Freelancer terminates their relationship with the client.

You hereby acknowledge and agree that this clause is a material part of this Agreement and that any breach of its terms may result in legal action, including but not limited to injunctive relief and damages.

14. NON-COMPETE

The Freelancer shall refrain from providing any service(s) that directly competes with Kavun’s services during the term of this Agreement and for one (1) year after its termination. Nonetheless, this provision does not apply in situations where the Freelancer worked for an agency that was obtaining clients through its Agency Account listed on Kavun, and the Freelancer carried out projects for Kavun via the said agency. In such scenarios, the Freelancer may collaborate with Kavun directly upon exiting the agency and all work completed through the agency will not be considered in the Freelancer’s portfolio on Kavun.

Please note that the purpose of this clause is to safeguard Kavun’s commercial interests while affording Freelancers who have worked with agencies that have an affiliation with Kavun some degree of flexibility.

15. TAX LIABILITY

As an independent contractor providing services on the Platform, the Freelancer assumes complete responsibility for all taxes, fees and other expenses associated with the use of the Platform or services and further acknowledges that the Platform shall not be held accountable for any such expenses. While the Platform may offer assistance in the form of invoices and personalised support to facilitate compliance with legal requirements, it is the Freelancer’s ultimate responsibility to adhere to the tax laws and regulations applicable to their particular jurisdiction and business activities. Therefore, the Freelancer must be proactive in ensuring that it is compliant with any and all tax-related obligations arising from its activities on the Platform.

Further, the Freelancer bears exclusive responsibility for complying with all licensing, registration, and other legal prerequisites relevant to the services it offers on the Platform, its own business or to the business on behalf of which they offer freelance services.

16. DIRECT CONTRACTS SERVICE

The Platform offers a feature that enables Freelancers to establish direct contracts with eligible clients by creating and sending proposals for fixed-price or hourly work. This implies that the Freelancer has the autonomy to decide on the terms of the contract including the scope of work, deadlines, payment terms and other relevant details. The client has the option to accept or decline the proposal, depending on their preferences and requirements.

When the client accepts the proposal, the Platform will handle the necessary paperwork, such as the contract agreement, to formalize the engagement between the Freelancer and the client. This feature streamlines the administrative processes involved in setting up a contract, saving the Freelancer’s time and effort.

In some cases, the freelancer may find that the initial contract does not adequately cover their needs. In such cases, the Platform allows the Freelancer to request a custom contract that caters to their specific requirements. The Freelancer may contact the support team to discuss their needs and initiate the process of creating a custom contract. It is essential to note that the ability to request a custom contract is only applicable in critical cases. This means that Freelancers should only use this option if the initial contract does not meet their needs and if the situation is critical to their work. The support team is available to assist Freelancers in such cases and guide them through the process of creating a custom contract.

17. TERM AND TERMINATION

Term:

This Agreement allows either You or Karun to terminate this Agreement at any time by providing a valid reason and a prior written notice of 30 (Thirty) days is required to be given to the other party. This will result in the termination of all other terms of service unless otherwise stated in the Agreement. If You choose to terminate the Agreement, Your access to Kavun’s services will be revoked and Your account will be closed. To terminate the Agreement, You can send a written notice to yev@24hoursMVP.xyz. Upon termination, Freelancer shall immediately return to the Platform all property, materials, and confidential information belonging to Kavun.

By agreeing to the terms, You acknowledge and understand that Kavun is not a party to any contract between You and the client. If You attempt to terminate the Agreement while having ongoing projects, You will be obligated to complete those projects and deliver any agreed-upon work to the client. You will still be bound by this Agreement and other terms until all projects are closed.

Right to terminate the services: Kavun has the right to limit or terminate Your access to the services or the Platform, deny Your registration or refuse to provide services in certain situations. These situations include but are not limited to: (i) violating any terms and conditions of this Agreement or the terms of service; (ii) providing false or misleading information; (iii) actions that may cause legal liability or harm or involve illicit or illegal activity or are against the interests of the Platform; or (iv) complying with a court order or other legal process. You are not permitted to re-register for a new account or use the Platform with the same or a different account after it has been temporarily or permanently closed without Our prior written approval.

18. INDEMNITY

The Freelancer agrees to indemnify and hold Us harmless against any and all claims including claims from the client(s), damages, losses, liabilities, and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with any third-party claim, suit, action, or proceeding arising out of or relating to the Freelancer’s breach of this Agreement or the Freelancer’s use of the Platform or provision of freelance services to clients, including but not limited to any claim arising from the Freelancer’s negligence, fraud, or willful misconduct.

19. DATA PROCESSING: PERSONAL INFORMATION

The Freelancer acknowledges and consents to the processing and potential sharing of Personal Information between the parties solely for the purposes outlined in this Agreement or as subsequently authorized in writing by both parties. It is the Freelancer’s responsibility to ensure that the Personal Information provided is accurate and kept up to date where necessary.

Furthermore, the Personal Information must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed. The Personal Information should be kept in a form thatpermits the identification of data subjects for no longer than is necessary for the purposes for which the data was collected or further processed.

For the purpose of this clause, Personal Information is defined as information that directly or indirectly identifies You, such as Your first and last name, residential address, e-mail address, or other contact details. Sensitive personal information is covered under the ambit of Personal Information that includes passwords, financial information such as bank account, credit/debit card, or other payment instrument specifics. These definitions may differ depending on the jurisdiction and You should refer to the most appropriate meaning according to applicable law(s).

20. DISCLAIMER OF WARRANTIES

The Platform disclaims all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. The Platform does not warrant that the Platform will be error-free or uninterrupted.

Kavun disclaims any implied or statutory warranties to the maximum extent permitted by applicable law. This includes any implied warranty of title, accuracy of data, non-infringement, merchantability, or fitness for a particular purpose.

The disclaimer of warranties is a legal statement intended to limit the potential liability of Kavun. It is in line with industry practice and is intended to protect both the Platform and the Freelancer. Despite this disclaimer, Kavun will endeavor to provide high-quality services and to address any issues that may arise promptly.

21. LIMITATION OF LIABILITY

As a Freelancer, You agree that Kavun cannot be held liable for any damages or losses that may occur as a result of using its Platform or services. This includes issues such as the inability to use the site, delays or disruptions, viruses or malicious software, glitches or errors, hardware damage, actions of third parties, account suspension or reliance on other site content. You agree not to hold Kavun responsible for any of these issues.

As Kavun is an information technology-based Platform that is not involved in the transaction between clients and Freelancers, You release Kavun from any claims, demands, or damages, whether known or unknown, arising from any dispute with a client or another freelancer. This includes disputes regarding the quality of Yourservices, performance, and refund requests.

In the event of a claim made by the Freelancer, Kavun’s maximum liability will be limited to the fees received by Kavun for contracts involving the Freelancer within the last six months preceding the claim. This limitation of liability shall apply regardless of the form of action, whether in contract, tort, or otherwise, and even if Kavunhas been advised of the possibility of such damages.

22. INTELLECTUAL PROPERTY RIGHTS

Upon payment of the fees for the services, all the deliverables produced under this Agreement shall become the exclusive property of the client. This will include all copyrights and other intellectual property rights to the same, and the Freelancer will not retain any rights, titles, interests, or licenses, except where specifically agreed upon by the parties in the project scope.

In performing the services under this Agreement, the Freelancer agrees to avoid designing or developing any software product that infringes one or more patents or other intellectual property rights of any third-party.

Notwithstanding anything to the contrary in this Agreement, the Freelancer acknowledges that any intellectual property exclusively developed, owned or licensed by the Freelancer prior to the Effective Date of this Agreement shall remain the exclusive property of the Freelancer. “Intellectual property” means and is not limited to any idea, concept, know-how, technique, invention, creation, works of authorship design, device, program software, deliverable, product(s) and so on.

For the purpose of this clause, Intellectual Property Rights refers to all existing or future intellectual property rights, including patent rights, copyright rights, work rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any other rights that may arise. It also encompasses all applications, registrations, renewals, and extensions of these rights under the laws of any state, country, territory, or jurisdiction.

23. CONFIDENTIALITY

“Confidential Information” shall mean, without limitation, any and all non-public technical or business information, including third-party information, furnished or disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that, if in a tangible medium, the Disclosing Party has marked as “confidential,” “proprietary” or similarly at the time of disclosure and that, if disclosed orally, the Disclosing Party indicates as confidential or proprietary at the time of disclosure and subsequently, within twenty (20) days after the date of such oral disclosure, confirms as confidential or proprietary in a writing sent to the Receiving Party that describes the information that is to be kept confidential

Standard of care: Each party will maintain all Confidential Information it receives from the other in confidence using commercially reasonable standards and no less care than it uses with its own information, and will use and disclose such information only as contemplated by this Agreement or as authorized by the Disclosing Party.

Exceptions: These obligations do not apply to information that: (a) is generally available to the public other than by a breach of this Agreement; (b) is rightfully received from a third party lawfully in possession of the information and not subject to a confidentiality or non-use obligation; (c) is independently developed by the Receiving Party or its personnel, provided the persons developing the information have not had access to the information of the Disclosing Party; or (d) was already known to the Receiving Party prior to its receipt from the Disclosing Party.

Return of Confidential Information: Upon the termination, cancellation, or expiration of this Agreement for any reason, or upon Kavun’s earlier request, the Freelancer will deliver to Kavun all of its Confidential Information in a tangible form that the Freelancer may have in its possession or control.

24. DISPUTE RESOLUTION

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to resolve the dispute in good faith through informal negotiations. Kavun will provide a facilitated discussion process and will provide individual support for each case. The parties will be contacted separately and a facilitated discussion will be arranged to help resolve the conflict.

In case the Platform is unable to resolve the dispute internally, then the dispute resolution would be Arbitration in accordance with the Delaware Uniform Arbitration Act. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified by the Supplementary Procedures for Consumer-Related Disputes, to the extent applicable to consumer disputes. The arbitration shall be conducted at Delaware.

The arbitration shall be conducted before a single arbitrator selected by the mutual agreement of the parties, or if they cannot agree, by the AAA. The arbitrator shall have the power to rule on any challenge to his or her own jurisdiction or the validity or enforceability of any portion of the agreement. The arbitrator shall have the power to award any relief that would be available in a court of law, including injunctive relief.

The parties agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action.

The Platform reserves the right to withhold funds in an intermediary account for a reasonable period of time as deemed necessary by the Platform in its sole discretion. Additionally, as part of the dispute resolution process, the Platform shall have the authority to require any party to modify the terms of the contract as necessary to resolve the dispute, provided that such modifications are reasonable and proportionate to the issues in dispute. All parties agree to abide by the decisions of the Platform in these matters.

Notwithstanding the above, disputes may also be initiated by the Platform, if it notices that a Freelancer has breached this Agreement or any other applicable law. Kavun may initiate a dispute against such Freelancers to protect the interests of the platform and its users. By using the Platform, Freelancers agree to these dispute resolution provisions and waive any right to participate in a class action lawsuit or class-wide arbitration.

25. GENERAL PROVISIONS

• Notices: That all the notices and other communications under this Agreement shall be in writing and communicated through post, courier, e-mail or any other recognized mode of such communication. All such notices and communications shall be directed to the address as mentioned in the Agreement.
• Entire Agreement: ****This Agreement set forth the entire agreement of the parties relating to the services provided by Kavun and supersede all prior written or oral understandings, agreements or representations by or between the parties with respect to these subjects. Any modification or waiver of this Agreement is effective only if it is in writing and signed by an authorized representative of each party. By accepting this Agreement, Freelancer acknowledges that they have read, understood, and agree to the terms and conditions of this Agreement.
• Waiver: No delay or failure by a party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
• Survival: All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive.
• Severability: If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected.
• Assignment and Successors: The Freelancer may not assign this Agreement without prior written consent, and such consent shall not be unreasonably withheld. This Agreement benefits and will be binding upon the Freelancer, the Client, and their respective successors, heirs, and permitted assigns.
• Good faith: Each party will act in good faith in the performance of its respective duties and responsibilities and will not unreasonably delay the performance of services or the payment of fee, as applicable, under this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement on the Effective Date.