Legal Compliance

You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, discrimination and other individual rights in using the Portelo Platform. You may not post content on or communicate through the Portelo website in violation of any applicable law, nor to require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.

Fairness; Responsible Communications and Representations

The Portelo Platform is designed to be an interactive platform between Users. When using the Portelo Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the Portelo Platform shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.

Taxes and Reporting

You are responsible for payment and reporting of any taxes related to your usage of the Portelo Platform. Portelo is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-8.

Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their Portelo Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with Portelo. Other Users will not be able to withdraw funds from their Portelo Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Users agree to accept electronic delivery of their IRS Form 1099-MISC or any other government’s tax forms. Portelo may prepare tax documents for Users from time to time in its sole discretion. Each User’s IRS Form 1099-MISC, or other tax documents will be available after its publication in the User’s Account. Users agree that Portelo shall provide the information on the User’s IRS Form W-9 to any Client that has paid the User for an Assignment. Portelo may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the Portelo Platform. Once the IRS Form 1099-MISC or any other tax form is published in the User’s Account, the User may download it at any time. Portelo will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.

If the Provider files an incorrect unemployment claim against Portelo or another User or End Customer, Portelo may suspend Provider’s Account until such unemployment claim is dropped. If any judicial or taxing authority informs Portelo of any outstanding tax liens, judgments, wage garnishments, or other such claim on the Provider’s earnings, Portelo will turn over all funds necessary to satisfy such claims.

In certain cases, and solely at Portelo’s discretion, Portelo’s subsidiary, Resource Enterprise Services LLC, (“RES”) will act as the “Vendor of Record“ whereby the IRS Form 1099-MISC will be issued, under the guidelines of the appropriate taxing authority, to the Provider directly by RES or its affiliates. In cases where RES is the Vendor of Record, RES will provide general liability and professional liability coverage for the work being performed and Users are prohibited from sending Assignments that involve any work that has an above average potential to cause harm to the person performing the task, including involving heavy equipment, ladders, work on elevated surfaces, hazardous material or any unsafe environment. Portelo will charge an additional Fee for the Vendor or Records service. Portelo reserves the right to assign the Vendor of Record service to a third party. In all other cases Portelo will act as the paying agent for the Client in the Client’s engagement with the Provider. As paying agent, Portelo may, in Portelo’s sole discretion, issue the IRS Form 1099-MISC or other tax documents, under the guidelines of the appropriate taxing authority, to the Provider under the Client’s TIN in the appropriate taxing jurisdiction.

Dispute Resolution

In the event of any dispute between you and Portelo that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in Seattle, Washington, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of New York shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE PORTELO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE PORTELO PLATFORM OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving Portelo in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above. All Users agree that they will not seek any form of support from Portelo, including without limitation, subpoenas for documents or witness testimony.

Non-Disclosure and Non-Circumvent

You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the Portelo Platform. All information regarding an Assignment between the Provider and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. You will not disclose any Proprietary Information to any person or entity other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment for the Client, a Provider will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Provider agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Provider or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Provider only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment.

Providers understand and agree that the Assignment generated by a Client is between the Provider performing the service and the Client procuring that service. Unless the End Customer is also the User procuring the service, the Provider agrees that the only communication with the End Customer is to schedule and confirm appointments (if requested in the Assignment) and to deliver the service. Providers are prohibited from directly or indirectly contacting End Customers after the completion of the service and shall not circumvent the Client or Portelo in any way. For example, Providers may not leave business cards, flyers, website addresses or other contact information with any End Customer.

Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Portelo provides in connection with your Account and your use of the Portelo Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to Portelo agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements Portelo is required to make available to you; and any other information related to any other Account or your transactions on the Portelo Platform.) Portelo will provide these Communications to you by posting them on the Portelo website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need the following computer hardware and software: a computer with an Internet connection; a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 2.0 and above, Chrome version 4.0 and above, or Safari 3.0 and above) with cookies enabled; Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format; a valid email address (your primary email address on file with Portelo); and sufficient storage space to save past Communications or an installed printer to print them. Portelo will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from Portelo by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. If you fail to provide or if you withdraw your consent to receive Communications electronically, Portelo reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but Portelo will send your Form 1099-MISCs to you by U.S. mail. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication Portelo previously sent you, you may request a copy within 180 Days after the date Portelo provided the Communication to you by contacting us as described above. Portelo will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your Portelo Account Profile. If you request paper copies, you understand and agree that Portelo may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your primary email address up to date so that Portelo can communicate with you electronically. You understand and agree that if Portelo sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Portelo will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Portelo to your email address book so that you will be able to receive the Communications Portelo sends to you. You can update your primary email address or street address at any time by logging into the Portelo website. If your email address becomes invalid such that electronic Communications sent to you by Portelo are returned, Portelo may deem your Account to be inactive, and you will not be able to transact any activity using your Portelo Account until Portelo receives a valid, working primary email address from you.

Indemnification

You agree that Portelo shall not be responsible for, and you shall indemnify, defend and hold harmless Portelo, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your or another User's (1) Content, (2) access or use of the Portelo Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party or of any law, statute, ordinance or regulation.

Force Majeure

In the event that Portelo’s delivery of its services (including the availability of the Portelo Platform) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond Portelo’s reasonable control, Portelo shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.

Assignment

Portelo has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without Portelo’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.

Voluntary Agreement

You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.

Notice

Please address all legal notices to Travis Shipley, Chief Executive Officer, Portelo, Inc. via email at Travis@portelo.com

Validity

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Interpretation

As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.

Entire Agreement

This Agreement contains the entire agreement between you and Portelo with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between Portelo and you.

Notwithstanding the above and for the avoidance of doubt, any independent Subscription Agreement or Non-Disclosure Agreement entered into by you and Portelo shall govern to the extent that there is a conflict between this Agreement and any such Subscription Agreement or Non-Disclosure Agreement.

Modifications to Agreement

Portelo may modify the terms of this Agreement from time to time. By continuing to access and use the Portelo Platform after such modifications, you acknowledge your acceptance of the modified Agreement.

Last Revision:  June 29, 2014