Terms and Conditions

From TestArmy

Contents 1 Introduction 2 Registration 3 TestArmy's Role 4 Your Use of the Site 4.1 Vendors 4.2 Testers 5 Listings 6 Information 7 Customer Service 8 Disputes between Vendors and Testers 9 Payment Service 10 Statements and Account Balances 11 Transaction Errors 12 TestArmy Participation 13 Compliance with Laws 14 Disclosure of Information; Confidentiality; Privacy. 15 No Warranties 16 General Release 17 Indemnity; Limitation of Liability 18 Termination 19 General Provisions

Introduction

By registering for an using the site, you certify that

• you have the authority to enter into this agreement and bind yourself or the company you represent to this agreement;
• you authorize the electronic transfer of funds to and from your PayPal account as described in section 4 of this agreement; and
• you agree to be bound by all terms and conditions of this agreement, including the terms and conditions of the payment service described in section 4 and all applicable policies, procedures and guidelines'. This Participation Agreement (the "Agreement") is between you and TestArmy (as defined below) and governs your and TestArmy's respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Site (as defined below).

For purposes of this Agreement, (a) "TestArmy", "we", "us" or "our" means TesteArmy a company registered in Australia, (b) "Site" means the TestArmy web site located at www.testarmy.com, and any successor website thereto, including all services provided by us to you through the service platform on the Site, (c) "Services" means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (d) "Affiliate" means any entity controlled by, in control of, or under common control with TestArmy, (e) "Vendor" means you, if you use the Site to request that a Tester perform tests, (f) "Tester" means you, if you use the Site to perform tests for a Vendor.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the "Policies" which are hereby incorporated by this reference into, and made part of, this Agreement). TestArmy reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, in its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies. Your continued use of the site following TestArmy's posting of any changes will constitute your acceptance of such changes. If you do not agree to any changes to this agreement, do not continue to use the site.

Registration

Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must change your password.

TestArmy's Role

TestArmy provides a venue for third-party vendors and third-party testers to enter into and complete transactions. TestArmy is not involved in the transactions between vendors and testers. As a result, we have no control over the quality, safety or legality of the Services, the ability of testers to provide the Services to vendors' satisfaction. We are not responsible for the actions of any vendor or tester. We do not conduct any screening or other verification with respect to vendors or testers, nor do we provide any recommendations. As a vendor or a tester, you use the Site at your own risk.

Your Use of the Site

Vendors

Upon completion of Services to vendors' reasonable satisfaction, vendors must pay testers for their Services. As a vendor, you agree that upon your approval of the Services performed by a tester, payment will be remitted to the tester automatically (as described in Section 4 below). After you have approved the applicable Services, you are not entitled to any refund of your payment for such Services. If a vendor is not reasonably satisfied with the Services, the vendor may reject the Services. All monetary amounts are in U.S. dollars unless stated otherwise. You acknowledge that, while testers are agreeing to perform Services for you as independent contractors and not employees, repeated and frequent performance of Services by the same Provider on your behalf could result in reclassification of that employment status. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice. To the extent you receive any contact or personal information regarding any tester who has performed Services for you, such information may only be used as necessary for you to comply with applicable laws and for no other purpose whatsoever.

Testers

You may only register once with TestArmy as a tester. Testers may perform Services for any vendor in accordance with the specifications submitted by the vendor. However, if the Services do not meet the vendor's reasonable satisfaction, the tester may reject the Services. As a tester, the vendor for whom you provide Services is your client, and as such, you agree that the work product of any Services you perform is deemed a "work made for hire" for the benefit of the vendor, and all ownership rights, including worldwide intellectual property rights, will vest with the vendor immediately upon your performance of the Service. To the extent any such rights do not vest in vendor under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to vendor. As a tester you are performing Services for a vendor in your personal capacity as an independent contractor and not as an employee of the vendor. You specifically acknowledge and agree to the following:

• you will not use robots, scripts or other automated methods to complete the Services;
• you will provide vendor for whom you perform Services with any information reasonably requested by them in connection your performance of such Services;
• you are responsible for, and have and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations;
• this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between vendors and testers, or testers and TestArmy;
• you will not represent yourself as an employee or agent of a vendor or TestArmy;
• you will not be entitled to any of the benefits that a vendor or TestArmy may make available to its employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and
• you are not eligible to recover worker's compensation benefits in the event of injury. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice.

Listings

As a vendor or tester, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, TestArmy has the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Site and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).

Information

You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that TestArmy will implement mechanisms allowing us and others to track your requests for, or your performance of, Services and rate your performance as a vendor or tester, and TestArmy reserves the right to collect feedback regarding your performance and to post such feedback on the Site. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, "Materials") is at your own risk, and that none of TestArmy, its Affiliates, testers or vendors has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to TestArmy and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site. For avoidance of doubt, if you are a vendor, if you create any tests, specifications, criteria lists or other programs for use on the Site to evaluate or otherwise select testers they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other vendors and testers pursuant to the license granted above.

Customer Service

TestArmy will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site and its features.

Disputes between Vendors and Testers

Your use of the Site is at your own risk. If a dispute arises, TestArmy's decision will be final, and no further correspondence will be entered into.

Payment Service

TestArmy will process all payments made by vendors to testers (the "Payment Service"). Vendor payments made through the Payment Service are received by TestArmy or its Affiliates on behalf of testers, and may be disbursed only in accordance with the terms outlined below.

• Prepaid Each vendor must prepay for tests they intend on having performed through TestArmy, via PayPal. A vendor's balance is maintained solely for use of the Services. The balance must be at least equal to the total amount that will be owed to testers upon completion and acceptance of the Services.

• Disbursement to testers Payment to testers is made when a minimum balance (currently $5.00) is reached, via PayPal. To receive payment, testers must have a PayPal account.

• Restrictions and Limitations We reserve the right to terminate or suspend any Payment Account, or to delay the availability of any payment, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a vendor or tester is in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to testers or vendors of any amounts held.

• Our Liability We act only in the capacity of a payment processor in facilitating the transactions between vendors and testers, and are not otherwise involved in the actual transactions. We will only be responsible for transfers or disbursements at the direction of vendors and testers. We will be entitled to rely on the instructions of vendors and testers without any further inquiry or liability whatsoever. We will not be liable if we are not able to complete a transaction for any reason, including, but not limited to,

• • If any system or equipment was not working properly and you knew or had been advised about the breakdown before you initiated the transaction;
  • If you do not have enough available funds in your account complete the applicable transaction, or if the transfer would cause you to exceed any applicable transfer limit;
  • If circumstances beyond our control (such as, but not limited to, power outages, fire, flood, mechanical or systems failure) prevent the proper execution of the transaction, despite reasonable precautions we have taken;
  • If your transaction is intercepted by legal process or other encumbrances restricting transfer, or your participation in the Site has been terminated or suspended for security purposes;
  • If we are unable to confirm your identity or have reason to believe that the transfer requested is unauthorized; or
  • If you have not provided us with correct, current and complete payment information.

Statements and Account Balances

You may access your transaction information online in the "My Account," and "Transaction History" of the Site. You may access this feature only with a browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on any amounts.

TestArmy reserves the right to transfer any balance back to your PayPal account after a period of inactivity of 6 months.

Transaction Errors

If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.

TestArmy Participation

TestArmy may use the Site as a vendor from time to time.

Compliance with Laws

• Taxes You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Services, or your use of the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. YOU ALSO AGREE THAT TESTARMY ARE NOT OBLIGATED TO DETERMINE WHETHER TAXES APPLY AND ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

• Registrations You agree that is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services ("Permits"). YOU ALSO AGREE THAT TESTARMY ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

• Compliance with Laws The Site may be used only for lawful purposes and in a lawful manner. You may not use the Site in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and Permits above, you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you request or perform Services.

• Investigation TestArmy has the right, but not the obligation, to monitor any activity, content and Materials associated with the Site. TestArmy may investigate any reported violation of its Policies or complaints and take any action that it deems appropriate.

Disclosure of Information; Confidentiality; Privacy.

• Use of Data and Communications You may use information or other data or information acquired from your use of the Site solely to, and to the extent necessary for you to use the Site, and not for any other purpose, including but not limited to; for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct. You hereby expressly authorize us to use and share the personal information you provide us at registration with other participants and third parties solely as necessary to comply with applicable law. You may revoke your consent at any time by using the "Contact Us" page on the Site. However, if you do so, you may not be eligible to use the Site.

For information regarding how we treat the information you provide us, please see our Privacy Notice which is incorporated herein by reference.

• Press Releases and Public Disclosures You may generally publicize your use of the Site, however you may not issue any press release with respect to TestArmy or the Site, without TestArmy's express prior written consent.

No Warranties

THE SITE IS PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TESTARMY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

• THAT THE SITE, THE PAYMENT SERVICE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

• THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY VENDORS OR TESTERS, THAT THE SERVICES ARE LAWFUL, OR THAT VENDORS OR TESTERS WILL PERFORM AS PROMISED; OR

• ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

General Release

YOU HEREBY RELEASE TESTARMY FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE VENDORS, TESTERS, OR OTHER USERS OF THE SITE.

Indemnity; Limitation of Liability

• Indemnity and Defense You will indemnify and hold harmless TestArmy and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.

• Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TESTARMY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TESTARMYS' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY TESTARMY IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

Termination

You may at any time elect to stop using the Site, provided that in discontinuing any Site activities, you must use TestArmy's standard functionality and further must abide by all applicable TestArmy Policies, Procedures and Guidelines. TestArmy, in its sole discretion, may terminate this Agreement, suspend access to the Site, or remove any Service listings immediately without notice for any reason.

General Provisions

• Entire Agreement This Agreement and the general terms and conditions of the Site, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

• Assignment You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.

• Severability If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

• No Waiver We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. TestArmy's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of TestArmy's right to subsequently enforce such provision or any other provisions of this Agreement.

• Notices All notices relating to this Agreement will be sent by e-mail or will be posted on the Site. We will send notices to you at the e-mail address maintained in our records for you. You must send notices using the contact page published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.