Pebl Contractor Management Terms of Service

Last updated: August 28, 2025

Please read these Terms of Service (“Terms” or “Terms of Service”) carefully before using the contractor management platform (the “Platform”) operated by Velocity Global, LLC d/b/a Pebl (“Pebl”, “us”, “we”, or “our”) and powered by our partner, Wingspan Networks, Inc. (“Wingspan”). For purposes of these Terms, “you”, “your” and “Client” mean the organization identified as the “Client” in the Contractor Management Order Form entered into between such organization and Pebl (“Order Form”) and you as a user of the Platform and the Services. We may update these Terms at any time without notice to you by posting an updated version to our website here.

Your access to and use of the contractor management services we make available to you on the Platform under these Terms (the “Services”) is conditioned upon your acceptance of and compliance with these Terms. By accepting these Terms, you are also accepting and agreeing to comply with Wingspan’s terms of service, which are available here, and Wingspan’s electronic disclosure and consent, which is available here (collectively, the “Wingspan Terms”), and are incorporated by reference into these Terms. For clarity, these Terms are solely between you and Pebl and the Wingspan Terms are solely between you and Wingspan; however, any breach or violation of the Wingspan Terms also constitutes a breach or violation of these Terms. If there is any conflict or inconsistency between these Terms and the Wingspan Terms, these Terms control.

By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices related to these Terms from us electronically. If you disagree with any part of the Terms, then you are prohibited from accessing or using the Services. If you have questions about these Terms, please contact your Pebl account executive.

1. Definitions. Capitalized terms in these Terms of Service are defined as follows:

1.1 “Account(s)” are accounts to access and use the Platform in accordance with these Terms.

1.2 “Administrator(s)” are Users with authority to apply for and manage an Account, access the Services, and otherwise act on behalf of Client with respect to the Services and the Platform.

1.3 “Affiliate(s)” means any entity or person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Pebl. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of an entity or person, whether through the ownership of voting securities, by contract, or otherwise.

1.4 “Contract(s)” are the legally binding documents executed by and between Client and its Contractors that describe the services to be provided by the Contractor, payment terms, and other information regarding the business and contractual relationship between a Client and a Contractor.

1.5 “Contractor(s)” are Users who perform services for Client and who are onboarded into and are eligible to receive payments from Client through the Platform.

1.6 “Dispute(s)” are any disagreements between Client and a Contractor, including but not limited to the performance of or payment for the services to be provided by the Contractor.

1.7 “DPA” means the Data Processing Addendum, which is set forth below and is hereby incorporated by reference into these Terms.

1.8 “Funds” are the funds payable to Contractors for the services provided by the Contractor to Client.

1.9 “Losses” means, together with any and all claims, actions, causes of action, demands, lawsuits, arbitrations, litigation, audits, notices of violation, proceedings, citations, summons, subpoenas or investigations of any nature, civil, criminal, administrative, regulatory or otherwise (“Action(s)”), any and all damages, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, of any kind or nature.

1.10 “Other Services” are services for which Client may engage Pebl and/or receive through the Platform that are separate from the Services and are not subject to these Terms, including but not limited to employer of record services. The receipt of any Other Services is subject to the execution of a separate agreement between Client and Pebl.

1.11 “Payment Service Provider(s)” are the third-party financial service provider(s) that are set forth in the Wingspan Terms and are engaged by Wingspan to facilitate the payment and receipt of Funds by Users hereunder, including payments from Clients and settlement of Funds to Contractors.

1.12 “User(s)” are Contractors, Administrators, and any other persons authorized to access an Account on behalf of Client.

2. Eligible Users. We make the Platform and the Services available to Users 16 years of age or older. If you are not 16, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. Unless we consent or allow otherwise, you may not maintain more than one Account at a time in your capacity as an individual User. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and that you meet all the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. We may refuse to provide an Account to any individual or entity at our sole and absolute discretion.

3. License to Use the Platform and the Services. Subject to your compliance with these Terms, we hereby grant you a non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and the Services in accordance with these Terms solely for Client’s internal business purposes. Pebl may, at its sole discretion and at any time, make reasonable modifications to the Platform and/or the Services without notice to you or discontinue providing access to the Platform or the Services or any part thereof upon notice to you.

4. Accounts.

4.1 Applying for an Account. To access and use the Platform and the Services, you will be required to create an Account. To apply for an Account, you must provide all information required to complete the sign-up process in the Platform, as required by us, Wingspan and/or the Payment Service Providers. We will use this information to permit Pebl, Wingspan and/or the Payment Service Providers to conduct due diligence on you prior to opening an Account, to provide notices under these Terms to you, and to provide the Services to you throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”), which is incorporated into these Terms by reference, and Wingspan’s use of your information is subject to the terms of Wingspan’s Privacy Policy (“Wingspan Privacy Policy”), which is also incorporated into these Terms by reference. If you do not agree to the terms of our Privacy Policy or the Wingspan Privacy Policy, do not apply for an Account. To access and use the Platform and the Services, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Administrator Account on behalf of Client.

4.2 Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device, and all activity on your Account, even if such activities were not committed by you. You will immediately notify us via email at security@hellopebl.com if you believe your Account or Account credentials have been compromised or stolen or in the event of any unauthorized access to or use of your Account. We will not be liable for any Losses arising from unauthorized use of your Account or Account credentials, and you agree to defend, indemnify, and hold us harmless in accordance with the terms of Section 16 (Indemnification) below for any unauthorized, improper or illegal use of your Account. You will notify us immediately in accordance with this section in the event of any such improper use of your Account. We will attempt to prevent unauthorized transactions or activity using your Account, and we will assist you in the event your Account or Account credentials are compromised, but we do not guarantee that we will learn of or prevent any unauthorized access to or use of your Account or the Services and you are solely responsible for any Losses that result from any unauthorized access to or use of your Account or the Services. We may suspend access to your Account if we suspect your Account has been compromised.

5. Content.

5.1 Content and User Content. Certain types of Content may be made available to you and other Users through the Platform and/or the Services. “Content” as used in these Terms means, collectively, all content hosted on or made available through the Platform or the Services, including any documents, images, photos, videos, data, audio or text, and any modifications or derivatives of the foregoing. “User Content” as used in these Terms means, collectively, all Content that we allow you to upload on or through the Platform or the Services.

You understand that we are not responsible for the accuracy, usefulness, safety, appropriateness of, or verification of non-infringement of any intellectual property rights of or relating to any Content and/or User Content. Although all Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene Content in violation of these Terms and that you may be involuntarily exposed to such offensive or obscene Content. You hereby waive any and all legal or equitable rights or remedies you have or may have against us with respect to any such Content.

It is also possible for other Users to obtain Personal Data (as defined in the DPA) about you through your use of the Platform and/or the Services, including through any User Content that you make available to other Users. Anyone receiving or viewing User Content you share with other Users may use such User Content for purposes that you did not intend. Except as otherwise set forth in the DPA, we are not responsible for any third party use of any Personal Data that you disclose through your use of the Platform and/or the Services.

5.2 Disclaimer. PEBL DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN AND DISCLAIMS ANY AND ALL LOSSES IN CONNECTION WITH THE CONTENT AND USER CONTENT. PEBL DISCLAIMS ALL LOSSES FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE AND REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT PEBL WAS ADVISED OF THE POSSIBILITY OF ANY SUCH ACTS OR OMISSIONS.

5.3 Monitoring. Pebl and/or Wingspan may, at their sole discretion, choose to monitor Content, User Content and/or User activity on the Platform for inappropriate or illegal behavior, including through automatic means. However, neither Pebl nor Wingspan has any obligation to monitor Content, User Content and/or User activity on the Platform and any such monitoring does not limit any of the terms or conditions of this section.

6. User Content and Use Restrictions.

6.1 User Content Restrictions. We have no obligation to accept, display, or maintain any User Content on the Platform. We reserve the right to remove and permanently delete any User Content uploaded by you that violates these Terms (as determined in our sole discretion) without notice. You are and shall remain at all times fully and solely responsible for all User Content that you upload to the Platform. You represent and warrant that all User Content that you upload to the Platform (i) complies with all applicable laws and regulations; (ii) does not infringe or violate any third party intellectual property rights, moral rights, privacy or publicity rights; and (iii) that you have all necessary rights and authority to upload such User Content to the Platform.

Use of the Platform and/or the Services do not replace the need for you to maintain regular data backups or redundant data archives on the User Content. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSSES RELATED TO THE ALTERATION, DESTRUCTION, LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY USER CONTENT.

Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform or act in any way that: (i) restricts or inhibits use of the Platform or the Services; (ii) imposes an unreasonably or disproportionately large burden on our Platform infrastructure; (iii) violates the legal or contractual rights of others, including defaming, abusing, harassing, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (iv) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; or (v) does not comply with all applicable laws, rules and regulations; or (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening; (c) pornography or obscene material; (d) any virus, worm, trojan horse, or other harmful or disruptive code or component; or (e) anything that encourages conduct that could be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.

6.2 Use Restrictions. You may not use the Platform or the Services for any illegal, fraudulent or unauthorized purposes. You may not use the Platform or the Services for personal, household, consumer or other non-commercial purposes. You may only use the Platform and/or the Services for Client’s bona fide internal business purposes in accordance with these Terms. You may not use the Platform or the Services to make payments to, solicit services from, or provide services to, for, on behalf of, or for the benefit of (a) a natural or legal person that is the subject of sanctions administered by any agency of the United States Government, including Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the U.S. Department of State, the European Union (EU), or the United Nations (UN) (collectively, “Sanctions”); (b) any natural or legal person ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive embargo administered by OFAC (which, as of the date of these Terms, are Cuba, Iran, Syria, the Democratic People’s Republic of Korea (North Korea), and the Crimea, Donetsk, and Luhansk regions of Ukraine (collectively, “Embargoed Jurisdiction(s)”), any natural person acting for or on behalf of any person ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or any legal person owned or controlled by, or acting for or on behalf of, any person ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (c) any unaffiliated third parties; or (d) any other services not for the benefit of a User.

6.3 Prohibited Activity List. You may not use the Platform and/or the Services for any purposes related to any of the prohibited activities or prohibited uses set forth in the Prohibited Activity List attached to and incorporated by reference into these Terms as Appendix 1 (“Prohibited Activity List”). If we suspect or determine that you are using the Platform or the Services in violation of this section, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to Wingspan, the Payment Service Providers, and any regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing actions taken promptly after taking any such actions.

7. Fees.

7.1 Fees. The Services are subject to the payment of the fees set forth in your Order Form, which is hereby incorporated into these Terms by reference. You hereby agree to make payment to us of all applicable fees set forth in your Order Form (the “Fees”) in accordance with these Terms and the terms of your Order Form. Unless otherwise set forth in your Order Form, (a) the Fees will be invoiced to Client in the same currency in which we invoice Client for the Other Services; and (b) the Fees are $60 per Contractor for each month in which the Contractor is in “Active” status on the Platform at any point. “Active” status means the Contractor is onboarded into the Platform and eligible to receive payments via the Platform. Unless otherwise set forth in your Order Form, a processing fee also applies to each Contractor invoice which covers the expense of processing the payment, currency conversion, and administration costs. The processing fee is three percent (3%) of the Contractor invoice amount unless otherwise set forth in your Order Form.

If you are using the Platform in connection with Other Services provided by us, your use of the Platform and the fees associated with your use of the Platform are governed by the separate agreement relating to such Other Services. You acknowledge that for certain transactions, your issuing bank may charge a foreign transaction fee or other charges and you agree that you are solely responsible for any such fees or charges.

7.2 Modifications to the Fees. We may modify the Fees at any time and in our sole discretion upon at least 30 days’ advance notice to you before the end date of your next billing cycle. Changes to the Fees will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to any modification to the Fees, you must terminate your Account at least five (5) days prior to the end of your next billing cycle by sending us notice of termination at contracts@hellopebl.com. Your continued use of the Services after the modification to the Fees becomes effective constitutes your consent to the modification.

7.3 Taxes. The Fees are stated exclusive of any applicable sales tax, value-added taxes, use or withholding tax or other governmental taxes or assessments of any nature (collectively, “Taxes”). You are responsible for paying all Taxes associated with the Fees, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

7.4 Fee Waiver. We may, at our sole discretion, offer to waive all or a portion of the Fees for a limited period of time (“Fee Waiver”). To participate in a Fee Waiver, you must sign an Order Form outlining the terms of the Fee Waiver and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Fee Waiver period is over.

7.5 Refunds. Your payment obligations under your Order Form for each billing cycle may not be canceled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate the Order Form and/or your Account before the end of a billing cycle. All Fees paid by you to us are non-refundable and there are no credits for partial periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.

7.6 Payment Methods. We do not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial services to Users. To facilitate payments through the Platform, Wingspan partners with Payment Service Providers, which may include payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider Agreement and we will not be liable to you for any Losses in connection with any Payment Service Provider Agreement, the acts or omissions of any Payment Service Provider, or your use of any third-party payment services. We are not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. We support Client payments via wire transfer and via Automated Clearing House (“ACH”) transfer, which will be subject to an ACH Recurring Payment Authorization Form that must be completed by you prior to the initiation of any payment via ACH. Unless otherwise set forth in your Order Form, your required payment method for the Services is the same payment method required in your agreement with us for the Other Services. Client is solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. We do not charge Contractors any fees for payments processed through the Platform regardless of payment method, however, we are not responsible for any transaction fees, foreign exchange fees, currency fluctuations or any other fee imposed separately on a Contractor by Wingspan, any Payment Service Providers, or by the Contractor’s own financial institution. Any fees charged to you by a Payment Service Provider are in addition to any fees payable to us. You will be responsible for any fees or additional costs associated with any returned or declined payment due to insufficient funds.

7.7 Payment Information. Pebl, Wingspan, and Payment Service Providers will collect, store, and analyze User payment information to protect against money laundering, terrorist financing, fraud, unauthorized transactions, and as otherwise required by applicable laws and regulations and the applicable Payment Service Provider Agreement. For more information on how we use your payment information, please see our Privacy Policy. Wingspan and Payment Service Providers may also collect payment information necessary for processing User payments. Except for payment amount and payment status details stored in the Platform, we do not have access to payment information you provide to Wingspan or Payment Service Providers and such information will be subject to the Wingspan Privacy Policy and/or the privacy policy of the applicable Payment Service Provider, as the case may be.

By using any payment method and providing payment information to us, Wingspan, or any Payment Service Provider, you represent and warrant that (i) you are the owner or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and (ii) you are legally authorized to send or receive payments using such accounts.

8. Services.

8.1 Classification Questionnaire. We will provide you with access to an optional classification questionnaire in the Platform (“Classification Questionnaire”). The Classification Questionnaire is intended to help you evaluate your classification of your Contractors and/or other personnel as either contractors or employees. You may, but are not required to, use the Classification Questionnaire for your Contractors. The Classification Questionnaire does not constitute legal or tax advice, is provided for informational purposes only, and is subject to the disclaimers set forth in the Platform and Section 18 (Disclaimers) below.

8.2 Contracts.

8.2.1 Contract Templates. To assist you with preparing Contracts to enter into with your Contractors, we have partnered with local legal experts in various countries to develop and provide you with a limited number of country-specific, sample Contract templates (“Template(s)”) in the Platform. You may, but are not required to, (a) use any of the Templates with any of your Contractors to form a Contract with such Contractor; and (b) make modifications to the Templates for use with your Contractors. You may securely upload, store, and manage multiple documents, including but not limited to Templates and Contracts, in the Platform. Other than providing you with access to the Templates as set forth above, we will not otherwise facilitate the process of entering into a Contract with any of your Contractors and under no circumstances will we or any of our Affiliates review, negotiate, advise on, or become a party to any Template or Contract. The Templates are subject to the disclaimers set forth in Section 18 (Disclaimers) below.

8.2.2 Prohibited Contract Terms. If we determine in our sole discretion that the content of a Contract violates these Terms or the Prohibited Activity List, relates to suspicious Account activity or Account compromise, or relates to a User whose Account is no longer in good standing, we may cause Client to cancel the Contract, remove the Contract from the Platform and/or suspend or close your Account without prior notice to you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing actions promptly after taking any such action. Contracts removed from the Platform may not be edited or restored. Please contact us if you believe a Contract or another User is in violation of these Terms or the Prohibited Activity List.

8.2.3. Contract Disputes and Cancellations. Except to satisfy the compliance obligations set forth in Section 7.7 (Payment Information), we cannot reverse payments or withhold Funds from Contractors and cannot cause Wingspan or Payment Service Providers to reverse payments or withhold Funds from Contractors once Funds have been received by us, Wingspan, or the relevant Payment Service Provider. If you are not satisfied with the service provided by a Contractor, make a payment in error to a Contractor, or fail to make a payment to a Contractor in accordance with the terms of the applicable Contract, we have no liability or obligation related to the Dispute or erroneous payment and you or the Contractor must initiate a refund, reversal, or other payment dispute process directly with the Contractor, Wingspan, or the relevant Payment Service Provider. We will not adjudicate Disputes between you and any Contractors regardless of the payment method or Contract status under any circumstances, and you and your Contractors are solely responsible for resolution of all Disputes. Refunds and reversals of payments made through a Payment Service Provider are subject to the applicable Payment Service Provider Agreement. Client will be liable to Pebl for any funds which have been withdrawn from Pebl due to a reversal or cancellation caused by Client.

8.3. Tax Forms & Invoices.

8.3.1 Invoice Generation. We will generate and submit invoices and receipts to you on behalf of your Contractors when payment is due and after payment is made. Contractors in an “Active” status may also use the Platform to automatically submit invoices for recurring services or schedule delivery of invoices according to the terms of their Contracts.

8.3.2 Tax-Related Disclaimers. Neither we nor Wingspan provide any tax, legal, or accounting advice to any Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable U.S. tax laws. If you have questions after reviewing any of the tax forms generated in the Platform (“Tax Forms”) or any other tax information provided by us or any taxation authority, you are responsible for consulting your own tax, legal, or accounting advisors prior to completing or submitting a Tax Form or paying an invoice.

Client is solely responsible for determining and complying with the legal and tax obligations that apply to it in all jurisdictions as a result of entering into a contractual relationship with a Contractor, including but not limited to any obligations related to the Contractor’s classification as an independent contractor and any additional requirements resulting from the Contractor’s status as either an individual/sole proprietor or a legal entity.

Information regarding tax withholding rates calculated by us or Wingspan and provided to you is dependent on accurate and truthful information regarding Client, your Contractors, and their situation or circumstances. We will in no way be liable to you or any third party (including but not limited to any taxation authority) for any Losses arising from any User entering inaccurate or false information, whether purposefully or not, or misrepresenting their business type, taxation, or employment status in any manner.

Information regarding tax withholding rates calculated by us or Wingspan and provided to you is further dependent on your specific business circumstances and tax form settings you provide to us or Wingspan, the income type provided by you in payments to your Contractors and any other tax-related information you provide to us or Wingspan. Client or Contractors may also owe indirect taxes (such as VAT or GST) depending on the applicable tax laws in the jurisdiction where they are domiciled in addition to the payment amount indicated in an invoice. You agree that you are solely responsible for any obligation to deduct or withhold taxes and for any other tax requirements applicable to you. You also agree that the amount of any invoice and any fees you owe for the Services are exclusive of any and all applicable direct or indirect taxes, withholdings, and deductions.

8.3.3 Contractor Tax Compliance Obligations. Client acknowledges and agrees that its Contractors are solely responsible for remitting any amounts owed by them to the IRS or other applicable governmental or taxation authorities in a timely fashion according to any and all applicable laws, rules, regulations, and accounting practices. We will in no way be liable to Client, any governmental or taxation authority, any Contractor, or any third party for any Losses arising from any Contractor’s failure to properly remit amounts owed by the Contractor in accordance with this section.

8.4. Payments to Contractors. Client may pay Contractors in any of the supported currencies available in the Platform. Client is responsible for ensuring the payment terms of its Contract with each applicable Contractor align with the supported currency in which it chooses to pay the Contractor.

9. Electronic Signatures and Legal Notices. You agree that any signature or other electronic symbol or process attached to, or associated with these Terms, any Contract, Tax Form, payment authorization form, certificate, or other document between you and us or you and another User with the intent to sign, authenticate or accept the terms of any such Terms, Contract, Tax Form, payment authorization form, certificate, or other document and any contract formation or record-keeping through electronic means on the Platform will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.

You consent to us providing notices to you under these Terms electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts, including but not limited to notices or forms we receive from Wingspan or Payment Service Providers on your behalf, electronically through your Account, email, and/or via text or SMS to the contact information provided to us by you and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account, except that Users may elect not to receive certain notices via text or SMS; however, this will limit the use of certain Services.

You must maintain an updated web browser and computer and/or mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically. Please contact us immediately if you are or believe you are having problems receiving notices.

10. Communications from Pebl. Upon creating an Account, you may agree to subscribe to newsletters, marketing materials, and other promotional information we may send to you from time to time. You may opt-out of receiving any or all of these marketing communications from us at any time by sending an email to marketing@hellopebl.com. Please note that we may still send you transactional or administrative messages related to the Platform and the Services regardless of whether you have opted in to receive marketing communications.

11. Intellectual Property.

11.1 Contractors. Any and all terms and conditions relating to intellectual property rights as between Client and each of its Contractors must be set forth in a Contract between Client and each Contractor.

11.2 Pebl Intellectual Property. Except to the extent otherwise set forth in the Wingspan Terms, the Platform, the Services, all Content (excluding any User Content), and all APIs, interfaces, features and functionalities of any of the foregoing are and will remain the exclusive property of Pebl and its licensors, as applicable. You may not use our trademarks, trade dress, service marks, logo, or trade name for any purpose other than as necessary to comply with these Terms without our prior written consent. You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform or the Services. Except as expressly permitted in these Terms, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit, create derivative works from, or otherwise use the Content (excluding any User Content), the Platform, or the Services for any purpose.

11.3. User Content License. By submitting any User Content to the Platform, you agree to and hereby do grant Pebl and its Affiliates, successors, and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable, and transferable license under any and all of your intellectual property, moral, and/or privacy rights to use, copy, distribute, transmit, modify, create derivative works from, publicly display, alter, and/or decompile all such User Content on, through, or in connection with the Platform or the Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants Pebl any right, title, or interest in or to any intellectual property rights of Client.

11.4. Feedback. We welcome feedback, comments, and suggestions for improvements to the Platform and/or the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title, or interest in or to the Platform, the Services, or the Feedback. All Feedback will become the sole and exclusive property of Pebl and we may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you. You agree to and hereby do assign to Pebl any and all right, title, and interest in and to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights that you may have in and to any and all Feedback.

12. Confidentiality.

12.1 Confidential Information. “Confidential Information” means any and all business or technical information in any form or medium (whether oral, electronic or otherwise) disclosed or made available by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as or considered by the Disclosing Party to be confidential or proprietary, or which should reasonably be understood to be confidential or proprietary under the circumstances. Confidential Information does not include information that the Receiving Party can show (a) is or has become publicly available without its breach of these Terms; (b) was in its possession prior to disclosure free of any confidentiality restrictions; (c) was provided by a third party having a lawful right to make the disclosure free of any confidentiality restrictions; or (d) is required to be disclosed by applicable laws or a court order (“Order”), provided that the Receiving Party gives prompt written notice of the required disclosure to the Disclosing Party and cooperates with the Disclosing Party as reasonably necessary to allow the Disclosing Party to limit or eliminate such required disclosure to the extent permitted by the Order.

12.2 Protection of Confidential Information. The Receiving Party will (a) not use the Confidential Information of the Disclosing Party for any purpose except the performance of its obligations under these Terms; (b) except as permitted by and subject to its compliance with Section 12.1(d) (Confidential Information), not disclose or allow access to the Confidential Information of the Disclosing Party other than to its employees, contractors, agents, representatives, members, managers, officers, or directors who need to know such Confidential Information for the Receiving Party to exercise its rights or perform its obligations under these Terms and are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this section; and (c) safeguard the Confidential Information of the Receiving Party from unauthorized use, access, or disclosure using at least the same degree of care it uses to protect its own Confidential Information and in no event less than a reasonable degree of care.

12.3 Trade Secrets. Notwithstanding any other provisions of these Terms, the Receiving Party’s obligations under this Section 12 with respect to any Confidential Information of the Disclosing Party that constitutes a trade secret under any applicable laws will continue until the time that such Confidential Information ceases to constitute a trade secret under any applicable laws other than as a result of any act or omission of the Receiving Party.

13. Data Protection. You acknowledge and agree that we, Wingspan, and Payment Service Providers may collect and process Personal Data (as defined in the DPA) in connection with the Services. The collection and processing of any and all personal data under these Terms is subject to the DPA.

14. Termination and Survival.

14.1 Termination by Pebl. We may terminate the Order Form and/or terminate or suspend your Account and restrict access to the Platform and/or the Services with immediate effect, without prior notice or any liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include but are not limited to: (i) breach of these Terms; (ii) fraudulent, harassing, or abusive behavior; (iii) behavior that is illegal or harmful to other Users, third parties, or business interests of Pebl; (iv) failure to make payment in accordance with these Terms; and (v) extended periods of inactivity. If the Order Form and/or your Account are terminated or suspended, you may not access the Platform or the Services again without our written consent. Upon termination of the Order Form and/or your Account, you will have no further access to any Content that may be available through your Account. Any termination of the Order Form by us also constitutes a termination of all Client Accounts. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Platform or the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Platform or the Services.

14.2 Termination by You. You may terminate the Order Form and/or request the termination of your Account at any time by contacting us at support@hellopebl.com, with a copy to contracts@hellopebl.com if you are terminating the Order Form. Any termination of the Order Form by you also constitutes a request to terminate all Client Accounts. Any termination of all Client Accounts by you also constitutes termination of the Order Form. Any termination of the Order Form will become effective immediately upon our receipt of your notice. We will close your Account as soon as reasonably practicable after receiving your termination request.

14.3 Effect of Termination. Upon any termination of the Order Form by either you or us, (a) we will close all Client Accounts as soon as reasonably practicable; (b) except as explicitly set forth otherwise in these Terms or the Wingspan Terms, any and all rights and licenses granted to you under these Terms or the Wingspan Terms will immediately cease; and (c) Client will remain responsible for the payment of any and all invoices for Services rendered prior to the termination of the Order Form in accordance with these Terms and the payment terms set forth in the Order Form. In no event will any Fees be prorated or refunded if the Order Form is terminated before the end of a billing cycle.

14.4 Survival. Any termination of the Order Form or termination or suspension of your Account will not affect either your or our obligations under these Terms which by their nature are intended to survive such termination or suspension, including but not limited to the DPA, Section 11 (Intellectual Property), Section 12 (Confidentiality), Section 13 (Data Protection), Section 14.3 (Effect of Termination), Section 14.4 (Survival), Section 15 (Representations and Warranties), Section 16 (Indemnification), Section 17 (Limitation of Liability), Section 18 (Disclaimers), Section 20 (Arbitration and Class Action Waiver), and Section 21 (Miscellaneous).

15. Representations and Warranties. Use of and access to the Platform and/or Services is void where prohibited by law. By using the Platform and/or the Services, you represent and warrant that (a) any and all registration information you submit to us, Wingspan, Payment Service Providers or any other Users is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) you will not add any Personal Data of any third party to the Platform without the prior consent of the applicable third party and will ensure that you maintain a record of such consent in compliance with all applicable laws and regulations; and (e) you shall comply with all applicable laws and regulations and these Terms throughout your use of the Platform and/or the Services.

You hereby represent and warrant that neither you nor any of your Contractors are (a) subject to any Sanctions; (b) ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; and (c) owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or is ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You hereby further represent and warrant that none of the officers, managers, directors, shareholders, or authorized representatives of you or any of your Contractors are subject to Sanctions, or are ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, and are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions or is ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You also hereby covenant that the foregoing shall be true during the entire period of these Terms.

You hereby further represent and warrant that, in the last three years, neither you nor any of your Contractors have been the subject of any actual or threatened investigation, inquiry, litigation, or other formal or informal procedure related to any breach of any applicable Sanctions, money laundering, corruption, or any other tax or financial crime.

16. Indemnification.

16.1 Indemnification by You. You agree to defend, indemnify, and hold harmless Pebl, its Affiliates, Wingspan, any and all Payment Service Providers, and each of its and their respective employees, contractors, agents, representatives, members, managers, officers, and directors from and against any and all Losses resulting from or arising out of (a) your use of or access to the Platform or the Services, by you or any person using your Account and/or password, including but not limited to the misclassification of a Contractor; (b) your breach of the Order Form or these Terms; (c) your breach of the terms of any Contract, the Wingspan Terms, or the terms of any Payment Service Provider Agreement; or (d) any Contract, Tax Form, User Content or other data posted by you to the Platform or the Services.

16.2 Indemnification by Pebl. Pebl agrees to defend, indemnify, and hold harmless you and each of Client’s employees, contractors, agents, representatives, members, managers, officers, and directors from and against any and all Losses resulting from or arising out of a third party claim that all or any portion of the Services or the Platform infringe or misappropriate any third party intellectual property rights or trade secrets.

16.3 Exclusions. Pebl’s indemnification obligations in Section 16.2 (Indemnification by Pebl) do not apply to the extent that the infringement or misappropriation results from or arises out of: (a) your breach of these Terms; (b) your breach of the Wingspan Terms, the terms of any Contract, or the terms of any Payment Service Provider Agreement; (c) any Contract, Tax Form, User Content or other data posted by you to the Platform of the Services; (d) access to or use of the Platform or the Services in combination with any hardware, software, system, network, or other materials or service not provided by Pebl, its Affiliates, or Wingspan or specified for your use by Pebl or its Affiliates in writing; (e) modification of the Platform or the Services other than modification by or on behalf of Pebl or Wingspan or modification with Pebl’s prior written approval in accordance with Pebl’s written specifications; or (f) failure to timely implement any modifications, upgrades, replacements, or enhancements provided or made available to you by Pebl or Wingspan.

16.4 Sole Remedy. THIS SECTION 16 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM OR THE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRETS OF ANY THIRD PARTY.

17. Limitation of Liability. We are not an intermediary, advisor, agent, or third party to any Users with regard to any Contracts, and we are not liable or responsible for the quality or adequacy of any deliverables or services performed by Contractors, disputes between Users, or Content posted to the Platform by Users. We are not liable or responsible for any acts or omissions of any Contractor, any Contractor’s failure to provide any deliverables or services to you, or your failure to pay any amounts owed to a Contractor.

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL PEBL, ITS AFFILIATES, OR ANY OF ITS OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM (A) YOUR OR ANY OF YOUR CONTRACTOR’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PLATFORM OR THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE PLATFORM OR THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE PLATFORM OR THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR ACCOUNT OR USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.‍

18. Disclaimers.

18.1 No Legal Advice. Pebl is not a law firm and does not and is not permitted to engage in the practice of law in any jurisdiction. Pebl employees do not act as your attorney or otherwise provide legal advice to you. The Classification Questionnaire, Templates, Tax Forms, and any other documents available to you on the Platform or through the Services are made available to you for informational purposes only, are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.

Your use of the Platform or any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to the Classification Questionnaire, any Template, Tax Form or any other document you upload to or obtain from the Platform or the Services. Accordingly, while our Privacy Policy applies to communications between you and us, such communications are not protected by any attorney-client privilege or attorney work product doctrine. We are prohibited from providing and will not provide you with any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms, or strategies.

18.2 No Tax Advice. Any tax-related information on the Platform or provided through the Services is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental or taxation authority; or (ii) promoting, marketing, or recommending to another third party any tax-related advice. Any suggestions in the tax-related information on the Platform or provided through the Services are general and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction and is subject to change.

18.3 Document Generation. We provide Users with Templates, Tax Forms, and other automated document generation tools through the Platform for Users to create and execute Contracts with other Users, document work progress, and fill out and submit Tax Forms to taxation authorities. The information we provide is a compilation of frequently encountered legal and compliance issues generally applicable to independent contractor engagements and is not intended to apply comprehensively to all matters specific to your circumstances.

18.4 Third Party Information. The Platform and/or the Services may contain links to third party websites or services that are not owned or controlled by us and are provided to help you identify and locate other resources that may be of interest to you or to allow you to import or interface with third party applications or services. These links are not intended to state or imply that we sponsor, are affiliated or associated with, guarantee, or are legally authorized to use any information, trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links.

We are not responsible for any Losses related to your use of any sites we link to through the Platform or to any errors or omissions in the content of the linked sites, or through the use of any Payment Service Providers. Your use of or reliance on any third party links or information is at your own discretion and risk. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third party websites or services. We do not make any representations or warranties related to the offerings of any such third parties, their services, or their websites. You acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any Losses caused or alleged to be caused by or in connection with use of or reliance on any content, goods, or services available on or through any such third party websites or services.

We strongly advise you to read the terms of service and privacy policies of any third party websites or services that you visit or interact with.

18.5 Interruption of Service. From time to time, the Services may be unavailable for periods of time for maintenance and/or modifications to the Platform. We will endeavor to keep any such maintenance periods as brief as possible. However, we cannot guarantee that the Platform or the Services will be available to you at any particular time and we will not be liable to you for any Losses resulting from any interruption in the availability of the Platform or the Services including because of any interruption of services provided by Wingspan or any Payment Service Providers.

18.6 General Disclaimer. YOUR USE OF THE PLATFORM, THE SERVICES, THE CLASSIFICATION QUESTIONNAIRE, ANY TEMPLATES, AND ANY CONTENT OR INFORMATION OBTAINED THROUGH THE PLATFORM OR THE SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THESE TERMS, (A) THE PLATFORM, THE SERVICES, THE CLASSIFICATION QUESTIONNAIRE, ANY TEMPLATES, AND ANY CONTENT OR INFORMATION OBTAINED THROUGH THE PLATFORM OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE; AND (B) NEITHER Pebl NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE ENFORCEABILITY, COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, THE SERVICES, THE CLASSIFICATION QUESTIONNAIRE, ANY TEMPLATES, ANY CONTENT, OR ANY INFORMATION OBTAINED THROUGH THE PLATFORM, THE SERVICES, THE CLASSIFICATION QUESTIONNAIRE, ANY TEMPLATES, OR ANY CONTENT. THIS SECTION 18.6 DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Force Majeure. In no event will we be liable for any Losses relating to or arising from any interruption of the availability of the Platform or the Services, or be deemed to have defaulted under or breached these Terms, when and to the extent any such Losses are caused by any circumstances beyond our reasonable control, including but not limited to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of national emergency, war, embargo, or the imposition of economic sanctions of any kind; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, pandemics, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; or legal or regulatory modifications applicable to Pebl, its Affiliates, Wingspan, any Payment Service Providers, the Platform, or the Services, or any other governmental action taken in response to any of the foregoing events or conditions (“Force Majeure Event”). If any Force Majeure Event occurs that causes any interruption of the availability of the Platform or the Services, we will give prompt written notice to you stating the length of time the Force Majeure Event is expected to continue and use commercially reasonable efforts to remedy the interruption caused by the Force Majeure Event.

20. ARBITRATION AND CLASS ACTION WAIVER. You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to these Terms or your use of the Platform or the Services, except for any Claim by us against you relating to payment or non-payment of any Fees, will be settled by final and binding arbitration in Denver, Colorado, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (together with the JAMS Comprehensive Arbitration Rules and Procedures, the “JAMS Rules”). The JAMS Rules are hereby incorporated by reference into this section. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND PEBL ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM OR THE SERVICES. Notwithstanding the foregoing, you and we will each have the right to bring an Action in a court of competent jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative, and arbitrator fees will be in accordance with the JAMS Rules.

21. Miscellaneous.

21.1 Entire Agreement. Except as expressly stated otherwise in these Terms, these Terms together with the Prohibited Activity List, DPA, Order Form, and the JAMS Rules constitute the entire agreement between us and you with respect to the subject matter of these Terms and supersede all prior and contemporaneous understandings, agreements, representations, or warranties, whether written or oral, with respect to the subject matter of these Terms.

21.2 Conflicts. If there is any conflict, discrepancy, or inconsistency (“Conflict”) between the Order Form, these Terms, and the DPA, the Conflict will be resolved as follows to the extent of the Conflict: (a) the Order Form will prevail over these Terms and the DPA; and (b) the DPA will prevail over these Terms.

21.3 Amendments. We reserve the right, at our sole discretion, to amend, modify, or replace these Terms at any time without notice to you by posting an updated version to our website here. By continuing to access or use the Platform or the Services after any amendments, modifications, or replacements become effective, you agree to be bound by the amended, modified, or replaced Terms. If you do not agree to the amended, modified, or replaced Terms, you are no longer authorized to use the Platform or the Services and must terminate the Order Form in accordance with Section 14.2 (Termination by You).

21.4 Severability. If any provision or portion of any provision of these Terms is held to be unenforceable, illegal, or invalid, such provision or portion shall be replaced with an enforceable, legal, or valid provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect.

21.5 Assignment. We may assign and/or transfer all or any portion of our rights and obligations under these Terms to any third party without prior notice to you. You shall not assign and/or transfer all or any portion of your rights or obligations under these Terms to any third party without our prior written consent and any such attempted assignment or transfer will be void. No assignment or transfer of all or any portion of any party’s rights and obligations under these Terms will relieve any party of any of its obligations under these Terms. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assignees and transferees.

21.6 No Waiver. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights unless explicitly set forth in a written document signed by the waiving party.

21.7 Governing Law. The validity, interpretation, effect, and enforcement of these Terms are governed by the laws of the State of Colorado without regard to its conflict of laws principles or by the JAMS Rules in the case of arbitrations as outlined in Section 20 (Arbitration and Class Action Waiver).

21.8 Relationship of the Parties. The relationship of the parties is that of independent contractors. Except as expressly stated otherwise, nothing in these Terms will be construed as creating any agency, partnership, joint venture, employment, fiduciary, or other relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

21.9 Notices. Any notices we provide to you under these Terms will be provided in accordance with Section 9 (Electronic Signatures and Legal Notices). Any notices you provide to us under these Terms must be in writing and addressed to us as follows:

Mail: Velocity Global, LLC d/b/a Pebl; 3790 El Camino Real #1010, Palo Alto, CA 94306 U.S.A.;

Attn: Legal Department

Email: contracts@hellopebl.com

Any notices you provide to us in accordance with this section will be deemed effectively given (a) when received if delivered by hand with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier (signature required); (c) one (1) business day after being sent if by email, with confirmation of transmission; or (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

22. Contact Us. Our customer support team is available if you have any questions regarding the Platform, the Services, your Account, or these Terms. You may contact our customer support team by submitting a request here.

You may also contact us regarding the Platform, the Services, your Account, or these Terms by US mail at: Velocity Global, LLC d/b/a Pebl; 3790 El Camino Real #1010, Palo Alto, CA 94306 U.S.A..

Appendix 1 - Prohibited Activity List

Prohibited User Activities:

Pornography, prostitution, escorting or other adult or obscene services or activities;
Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services;
Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances;
Drug paraphernalia;
Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals;
Marijuana dispensaries;
Any product or service that infringes upon the intellectual property rights or trade secrets of any third party;
Age-restricted products or services;
Bail bond services;
Bidding fee auction services;
Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments;
Money laundering, or the evasion of any applicable law or rule, including, but not limited to, economic sanctions or tax law;
Esoteric services (e.g. astrology, psychic reading etc.);
Extended warranty services;
Weapons and munitions;
Terroristic or other illegal organizations;
Multi-level marketing, pyramid schemes, any other deceptive marketing services;
Undefined or poorly described products or services;
The sale of social media activity (e.g. X or Instagram followers, Facebook likes, or YouTube views);
Spyware, malware, virus, back-door, drop dead device or other program installation services;
Unfair, predatory or deceptive products and services;
Activities or services that we, in our sole discretion, determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity;
Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or
Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.

Prohibited Uses:

Duplicate, decompile, reverse engineer, disassemble or decode the Platform or the Services (including any underlying idea or algorithm), or attempt to do any of the same;
Access or use the Platform or the Services in any manner that could disable, overburden, damage, disrupt or impair the Platform or the Services or interfere with any other party’s access to or use of the Platform or the Services or use any device, software or routine that causes the same;
Attempt to gain unauthorized access to, interfere with, damage or disrupt the Platform, the Services, Accounts registered to other Users, or the computer systems or networks connected to the Platform or the Services;
Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Platform or the Services;
Use any robot, spider, crawlers or other automatic device, process, software or query that intercepts, “mines,” scrapes or otherwise accesses the Platform or the Services to monitor, extract, copy or collect information or data from or through the Platform or the Services, or engage in any manual process to do the same;
Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
Use the Platform or the Services for illegal, harassing, unethical, or disruptive purposes;
Violate any applicable law or regulation in connection with your access to or use of the Platform or the Services;
Use or access another User’s Account or password without permission; or
Access or use the Platform or the Services in any way not expressly permitted by these Terms.

Wingspan and Payment Service Provider Prohibited User Activities and Uses:

Any User activities or uses not listed above that are prohibited by Wingspan or any Payment Service Providers.

Data Processing Addendum

This Data Processing Addendum (this "Addendum") is incorporated by reference into the Global Hiring Agreement and applies to the processing of Personal Data under the Agreement. It forms an integral part of the Agreement between: (i) Velocity Global LLC d/b/a Pebl ("Pebl"); and (ii) Client (as defined in the Agreement). This Addendum is effective as of the MTOS Effective Date. Pebl and Client may be hereinafter collectively referred to as the "Parties" and individually as a "Party."

This Addendum outlines our mutual responsibilities to protect the sensitive data Pebl processes and shares with the Client for the HR administration as required by law. The data Pebl receives and processes is strictly limited to employment-related information and does not include the Supported Employee’s work product or the Client customer lists, which the Client continues to manage directly.

By entering into the Agreement, the Parties enter into this Addendum on behalf of themselves and, to the extent required under Applicable Data Protection Laws, in the name and on behalf of their Affiliates and authorized representatives. The terms used in this Addendum shall have the meanings set forth in this Addendum.

Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.

WHEREAS, the Parties acknowledge that each Party may Process Personal Data for the purposes set forth in the Agreement. Since both Parties determine the purpose and means of this processing of Personal Data, the Parties are both deemed to be independent Controllers of the Personal Data; and

WHEREAS, for compliance with obligations under Applicable Data Protection Laws, the Parties wish to enter in this Addendum to arrange each Party's responsibilities and to capture a process ensuring the enforceability of Data Subjects' rights under Applicable Data Protection Laws. The Parties acknowledge that Data Subjects include without limitation any and all workers performing services for the Client under the Agreement.

Definitions:

In this Addendum:

"Affiliate" means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a Party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
"APEC" means the Asia Pacific Economic Cooperation, a regional economic forum established in 1989 to leverage the growing interdependence of the Asia-Pacific. See www.apec.org for more information.
"Applicable Data Protection Laws" means any applicable legislative or regulatory regime enacted by a recognized government, or governmental or administrative entity with the purpose of protecting the privacy rights of natural persons or households consisting of natural persons, including without limitation the General Data Protection Regulation 2016/679 ("GDPR") and supplementing data protection law of the European Union Member States, the United Kingdom's Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR"), the Swiss Federal Data Protection Act ("Swiss DPA"), Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA") S.C. 2000, ch. 5, and any provincial legislation deemed substantially similar to PIPEDA under the procedures set forth therein, India's Information Technology Act, 2000 ("IT Act, 2000"), the Brazilian Law No. 13,709/2018 – Brazilian General Data Protection Law ("LGPD"), the Personal Information Protection Law of the People's Republic of China ("PIPL"), and any applicable laws of any United States jurisdiction, including without limitation the California Consumer Privacy Act of 2018 ("CCPA").
"Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
"Data Subject Rights" means a Data Subject's right of access, right to rectification, restriction of Processing, erasure, data portability, objection to Processing, or right not to be subject to automated decision-making, together with any other rights granted to individuals under Applicable Data Protection Laws with respect to the Processing of their Personal Data.
"Permitted Processing Activities" means the Processing Activities undertaken in connection with the Parties' obligations under the Agreement and this Addendum.
"Processed Personal Data" means the Personal Data to be processed in connection with the Parties' obligations under the Agreement and this Addendum.
The terms "Data Subject", "Personal Data", "Personal Data Breach", "Processor", "Processing", and "Subprocessor" shall have the same meaning as set forth in the GDPR, and their cognate terms shall be construed accordingly.
1. Roles of the Parties. The Parties are privy to the Personal Data as a result of the Parties' participation in the Agreement, and each Party will Process the Personal Data as a Controller for a permitted purpose. Where and to the extent Pebl Processes Personal Data as a Processor, Pebl will Process the Personal Data only in accordance with the documented instructions of the Client, unless required to do so by law, in which case Pebl will promptly inform the Client of that legal requirement before Processing the Personal Data. Pebl will Process such Personal Data in compliance with Applicable Data Protection Laws and the "Security Measures" set out in Annex II of this Addendum to the extent applicable.
2. General Obligations. With regard to the Parties' obligations to Data Subjects and the handling of Personal Data, the Parties hereby agree to the following provisions:
  1. The Parties agree and warrant that their Processing of Personal Data is lawful and in accordance with Applicable Data Protection Laws, and if either Party can no longer meet this obligation, they shall notify the other Party and either cease Processing or take other reasonable and appropriate steps to remediate.
  2. The Parties agree to only Process the Personal Data to the extent necessary to exercise rights and perform obligations under the Agreement; and not do or omit to do anything that would cause the other Party to breach its obligations under Applicable Data Protection Laws. Pebl shall promptly notify the Client of any changes to Applicable Data Protection Laws that may reasonably be interpreted as adversely affecting Pebl's performance of the Agreement or this Addendum.
  3. In no event will either Party sell Personal Data for any valuable consideration or retain, use, or disclose Personal Data for any purpose other than the specific purpose(s) contemplated in this Addendum and the Agreement or new purposes that are compatible with the original purpose (e.g., anonymized data reused for the purpose of improving Pebl's product(s)).
  4. The Parties agree to implement and maintain at all times appropriate technical and organisational security measures in relation to the Processed Personal Data to ensure a level of security appropriate to the risk, taking into account the state of the art, costs of implementation, nature, scope, context and purposes of Processing.
3. Data Subject Access Requests. A Data Subject may submit to either Party a request to confirm whether their Personal Data is being Processed, or to have it corrected, amended, or erased (“Access Request”). Each Party shall maintain a record of such requests, their resolution, and related information exchanged. The Party receiving an Access Request is responsible for responding with respect to the Personal Data it holds, with reasonable and prompt assistance from the other Party as needed. Upon receipt of sufficient information to validate the Data Subject’s identity, each Party will assist the other in fulfilling the request. If either Party receives correspondence, an enquiry, or a complaint from a Data Subject, regulator, or third party (“Correspondence”) relating to the disclosure or Processing of Personal Data under this Agreement, it shall promptly inform the other Party, providing full details. The Parties shall cooperate in good faith to respond in compliance with Applicable Data Protection Laws and to support any regulatory request or audit.
4. Details of the Processing. Annex I to this Addendum sets out certain information regarding the Processing of the Processed Personal Data. Any Processing unrelated to the provision of the products set forth in Annex I will require additional consent and approval. Either Party may make reasonable modifications to Annex I by written notice to the other Party from time to time as such Party reasonably considers necessary to meet those requirements; provided that no such modifications confer any additional rights or impose any additional obligations on any Party beyond those set forth herein.
5. Disclosure of Processed Personal Data. The Parties may disclose Personal Data to their employees, independent contractors, agents, and representatives who require access to such data in connection with the Parties' obligations under the Agreement or this Addendum. Both Parties shall take reasonable steps to ensure the reliability of any employee, independent contractor, agent or representative who may have access to the Processed Personal Data, ensuring that access is strictly limited to those individuals who need to know or access the relevant Personal Data as strictly necessary for the purposes of the Agreement and/or to comply with Applicable Data Protection Laws, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in respect of the Processed Personal Data, and have undertaken training on the Applicable Data Protection Laws relating to handling Personal Data and how it applies to their particular duties.
6. Subprocessors. This Section only applies to the extent Pebl acts as Processor on behalf of the Client in respect of the Processed Personal Data. Each Party may continue to use those Subprocessors already engaged by such Party as of the date of this Addendum, subject to such Subprocessor (in each case as soon as practicable) meeting the applicable obligations set forth in this Addendum. The Subprocessors already engaged by Pebl as of the date of this Addendum are set forth in Annex III to this Addendum.

Each Party grants a general authorization for the other Party to appoint (and permit each Subprocessor appointed in accordance with this clause to appoint) Subprocessors in accordance with this clause and any applicable restrictions set forth in the Agreement. Either Party may appoint a new Subprocessor provided that such Subprocessor must agree to: (i) implement appropriate technical and organisational measures to protect any Processed Personal Data; and (ii) contractual measures governing the Processing of the Processed Personal Data that are no less protective than those set forth in this Addendum. Each Party will remain fully liable for the actions and obligations of its Subprocessors. Pebl will give the Client prior written notice of the appointment of any proposed Subprocessor in accordance with this Section 6, including reasonable details of the Processing to be undertaken by the Subprocessor. If within 14 days of receipt of that notice the Client notifies Pebl of any objections to the proposed appointment, the Client shall have the right to object to Pebl's use of the proposed Subprocessor to process Personal Data. If the Client does not object to the appointment of the Subprocessor within the 14 days' period, the Client shall be deemed to have approved the engagement and use of that Subprocessor. If Client objects to Pebl's use of the proposed Subprocessor within the 14 days' period, the Parties will participate in good faith discussions for an additional 14 days (or another period of time mutually agreed to by the Parties) to resolve the issue. If the Parties cannot agree to an arrangement for a proposed new Subprocessor, Pebl will not use the proposed new Subprocessor to process Personal Data as a Processor on behalf of Client and either Party may choose to terminate the Agreement in accordance with Section 7 of the Agreement.

Deletion or Return of Data. Upon termination or expiration of the Agreement, each Party shall promptly (i) return via secure means a copy of the Processed Personal Data in its possession or control, to the extent that the other Party does not have the ability to obtain its own copy; or (ii) destroy all remaining copies of the Processed Personal Data. This requirement will not apply to the extent that either Party is required by any applicable laws to retain any of the Processed Personal Data, in which event such Party will treat the Processed Personal Data in accordance with applicable laws.
Incident Management. Each Party agrees to promptly notify the other Party in the event of a Personal Data Breach to the extent such Personal Data Breach is related to the Agreement, and in any case within such a period that the Parties can comply with their notification obligations under Applicable Data Protection Laws. Each Party is independently responsible for its notification obligations to the relevant data protection authorities and/or Data Subject(s) in case of a Personal Data Breach. The Parties will assist each other in order to make the required notifications, protect the affected Personal Data, take appropriate measures to repair the Personal Data Breach, and, if possible, prevent recurrence. Neither Parties' notification of or response to a Personal Data Breach or other data incident hereunder will be construed as an acknowledgement by such Party of any fault or liability with respect to such Personal Data Breach or data incident.
Assessments and Prior Consultations. Upon reasonable request, the Parties will provide one another reasonable assistance in connection with the performance of a data protection impact assessment or similar assessment required under any Applicable Data Protection Laws (each, a "DPIA"). If applicable, each Party will reasonably cooperate with the other Party in any consultation with a government or regulatory authority that arises out of a DPIA.
Compliance with Laws. Upon either Party's reasonable request, the other Party will certify its compliance with and provide all information and reasonable assistance necessary to verify and demonstrate compliance with Applicable Data Protection Laws, this Addendum, and the Agreement. This includes, but is not limited to, mutually agreeable assistance in submitting to an audit, provided such audit is limited to the purposes of demonstrating compliance with Applicable Data Protection Laws, this Addendum, and/or the Agreement, and such audit is conducted with reasonable prior notice, during normal business hours, and with reasonable measures to prevent unnecessary disruption to other business operations. All such information shall be deemed to be the Parties' Confidential Information. Each Party shall notify the other Party immediately of any known violation of Applicable Data Protection Laws.
International Transfers. The Parties acknowledge and agree that each Party may Process Personal Data and/or permit Personal Data to be processed in accordance with this Addendum in a territory outside the European Economic Area ("EEA") or Switzerland. Therefore, for the purposes of compliance with Applicable Data Protection Laws relating to cross-border transfers of Personal Data, the Parties have executed the Standard Contractual Clauses published by the European Commission in June 2021 ("SCCs") which are incorporated herein by reference. If required, each Party will ensure that any of its Subprocessors also comply with the applicable module of the Standard Contractual Clauses.

Client acknowledges and agrees that Pebl may transfer to and Process Personal Data in the United States and anywhere else in the world where Pebl, its Affiliates, or its Subprocessors maintain data processing operations. Pebl shall ensure that such transfers are made in compliance with Applicable Data Protection Laws and this Addendum.

Any transfer of Personal Data from member states of the European Union, EEA and/or Switzerland to a country that the European Commission has decided does not ensure an adequate level of protection for Personal Data ("Third Country") shall be made in accordance with the SCCs, in connection with which the Parties agree to the following:

In relation to Personal Data that is subject to GDPR and Processed in accordance with this Addendum, the SCCs shall apply, completed as follows:
1. Module One (Controller to Controller transfers) will apply;
2. in Clause 7, the optional docking clause will apply;
3. in Clause 9, the general authorization will apply;
4. in Clause 11, the optional language will not apply;
5. in Clause 17, Option 1 will apply and the SCCs will be governed by the law of the Netherlands;
6. in Clause 18(b), disputes will be resolved before the courts of the Netherlands;
7. Annex I of the SCCs shall be deemed completed with the information set out in Annex I to this Addendum; and
8. Annex II of the SCCs shall be deemed completed with the information set out in Annex II to this Addendum;
In relation to Personal Data that is subject to the UK GDPR, the SCCs will apply in accordance with the terms set forth above, with the following modifications:
1. Where Pebl transfers Personal Data from the UK to a Third Country and the transfer is not permitted by an alternative means pursuant to Applicable Data Protection Laws, Pebl shall perform such Processing in a manner consistent with the SCCs, as amended by the UK Addendum to the SCCs, which is attached hereto as Annex IV. Any further changes to the UK Addendum approved by an official decision by the UK Information Commissioner's Office will be incorporated into the UK Addendum by reference.
In relation to Personal Data that is subject to the Swiss DPA, the SCCs will apply in accordance with the terms set forth above, with the following modifications:
1. any references in the SCCs to "Directive 95/46/EC" or "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA;
2. references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be; and
3. references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the FDIPC and competent courts in Switzerland, unless the SCCs as implemented above cannot be used to lawfully transfer such Personal Data in compliance with the Swiss DPA, in which event the Swiss Standard Contractual Clauses shall instead be incorporated by reference and form an integral part of this Addendum and shall apply to such transfers. Where this is the case, the relevant Annexes of the Swiss Standard Contractual Clauses shall be populated using the information contained in Annex I, II, and III to this Addendum (as applicable);

Where Pebl Processes Personal Data from an APEC member economy, Pebl shall perform such Processing in a manner consistent with the APEC Cross Border Privacy Rules system (see www.cbprs.org) to the extent the requirements are applicable to Pebl's Processing of such Personal Data.

It is not the intention of either Party to contradict or restrict any of the provisions set forth in the SCCs and, accordingly, if and to the extent the SCCs conflict with any provision of the Agreement (including this Addendum) the SCCs shall prevail to the extent of such conflict.

Pebl may adopt a replacement data export mechanism (including any new version of or successor to the SCCs or alternative mechanisms adopted pursuant to Applicable Data Protection Laws) ("Alternative Transfer Mechanism"). So long as the Alternative Transfer Mechanism complies with Applicable Data Protection Laws and extends to the territories to which the Personal Data is transferred, Client agrees to execute any documents and take any other reasonably necessary actions to give legal effect to such Alternative Transfer Mechanism.

General. All terms and conditions of the Agreement shall remain unchanged and in full force and effect. Except as expressly stated otherwise, all terms and conditions of the Agreement apply mutatis mutandis to this Addendum. In the event of any conflict or inconsistency between the terms of this Addendum and the Agreement, the terms of this Addendum will control.

ANNEX I

LIST OF PARTIES

Name:

Address: 3790 El Camino Real #1010, Palo Alto, CA 94306 U.S.A.

Contact person's name, position and contact details:

Data Protection Officer

Address: 3790 El Camino Real #1010, Palo Alto, CA 94306 U.S.A.

Email: Privacy@hellopebl.com

Phone: +1 (303) 309-2894

Activities relevant to the data transferred under these Clauses: Performance of the Agreement

Signature and date: As set forth on the Agreement.

Role: controller

Name: Client (as defined in the Agreement).

Address: Client's address as set forth on the Order Form.

Contact person's name, position, and contact details: As set forth on the Client company profile page in the Platform or that is otherwise identified in writing to Pebl.

Activities relevant to the data transferred under these Clauses: Performance of and/or receipt of products under the Agreement

Signature and date: As set forth on the Agreement.

Role: controller

DESCRIPTION OF THE TRANSFER

Categories of data subjects whose personal data is transferred:

Multi-Country Payroll product: Contractors or employees of the Client who provide services to the Client.
Agent of Record product: Contractors of Pebl who provide services to the Client.
Employer of Record product: Employees of Pebl who provide services to the Client.

Categories of personal data transferred:

Agent of Record products: Name and contact details (e.g., address, email address, phone number), location data (at the country and county/district or state/province level), bank account details, demographic data (e.g., age, gender, marital status, etc.) to the extent necessary to register contractor relationships with local labor and tax authorities, and other personal data relevant to status as a contractor (e.g., job title, employment and educational experience, tax ID information, etc.)
Employer of Record and Multi-Country Payroll products: Name and contact details (e.g., address, email address, phone number), location data (at the country and county/district or state/province level), financial data (e.g., bank account/payroll details), demographic data (e.g., age, gender, marital status, etc.) to the extent necessary to register employees with local labor and tax authorities, and other personal data relevant to status as an employee (e.g., job title, birthdate, employment and educational experience, government identification information, etc.)

Sensitive data transferred (if applicable) and applied restrictions or safeguards:

Agent of Record and Multi-Country Payroll products: None.
Employer of Record product: Medical data to the extent necessary to provide health insurance or other related employee benefits (if applicable), immigration-related data to the extent necessary to sponsor work visa applications or otherwise assist with or manage the immigration process (if applicable), trade- union membership if required to collect such information by applicable law, and data related to educational and/or criminal background collected during the background screening process (if background screening services are requested by the Client).
All products: If requested by the Client and allowable under applicable laws, certain information as necessary to verify compliance with nondiscrimination / equal opportunity employment requirements or other analyses required or advisable for compliance with applicable laws. For avoidance of doubt, this is information revealing the data subject's racial or ethnic origin, political opinions, religious or philosophical beliefs, genetic data, biometric data, and/or data concerning health, sex life or sexual orientation.

The frequency of the transfer:

All products: Continuous.

Nature of the processing:

All products: Provision of global workforce management products to the Client.

Purpose(s) of the data transfer and further processing:

All products: To allow Pebl to meet its contractual obligations under the Agreement to the Client.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

All products: Data will be retained first for as long as specified in the Agreement. Second, data will be retained in compliance with local labor laws and regulations related to employment. Finally, data will also be retained in compliance with business records requirements where Pebl operates locally.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

All products: The personal data transferred may be disclosed only to the following recipients or categories of recipients: Those service providers required by the parties to allow them to meet their contractual and legal obligations under the Agreement.

COMPETENT SUPERVISORY AUTHORITY

Identify the competent EU supervisory authority/ies in accordance with SCC Clause 13: the Netherlands.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE: Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Governance

Pebl has an annual 3rd Party Security Assessment performed against ISO 27001 requirements. This assessment helps drive strategic and operational initiatives to continue to improve our Security Program's maturity. These initiatives include policies, security controls and demonstration of compliance with our regulatory drivers.

Authorization and confidentiality

Access Control Policy

Access controls will be established on all sites, systems, system documentation, applications, databases, directories, and files (information assets), using automated systems to enforce a role-based access control model, such that users only have access to the information assets necessary to perform their job function. Further, privileges, for example, Read, Write, Execute, etc., will be set using the principle of least privilege. The default posture will be to deny all access thereby requiring all access that is granted to be granted based on an approved role or access request. Roles are assigned based on user department, team, and job function.

Authentication and Identity Management Policy

All access to information resources shall use an approved method of identification and authentication. All third- party service provider access to the Pebl network and information systems must adhere to the same access restrictions as internal users.

Access rights shall be established, documented, and periodically reviewed based on business needs and external requirements. Access controls should consider:

Security requirements given business needs, anticipated threats, and vulnerabilities.
Relevant legislative and regulatory requirements.
Contractual obligations and service level agreements.
Consistency across Pebl's systems and networks.

Access control considerations include:

The use of clearly stated rules and rights based on user profiles.
Consistent management of access rights across information resources using an appropriate mix of logical (technical) and physical access controls.
Segregation of access control roles including access request by the appropriate department, access authorization by the data owner, and access administration by the network administrator.
Requirements for the formal authorization and timely removal of access rights.

Personnel

Personnel Security Policy

Information security responsibilities are to be followed by all staff who have access to Pebl's information resources. All staff must acknowledge in writing that they have read the appropriate Acceptable Use Policy.

All staff must acknowledge that they have read and understood Pebl's Security Policies. In addition, all staff shall receive annual security related training.

All staff must sign a Pebl Non-disclosure Agreement prior to beginning work for Pebl.

Code of Conduct

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the company or another company, is not communicated except to employees who have a need to know such information to perform their responsibilities.

Physical security of the operating environment

Security tools and procedures

As part of its core offering, Pebl leverages Amazon Web Services to deliver its SaaS solution. Before reaching customer instances, network traffic passes through multiple layers of network protections. These include DDOS protection, isolated VLANs, and firewalls. Production environments are segmented from QA and other non-production environments - this deployment pattern is replicated throughout Pebl's global deployment footprint.

In addition to its core infrastructure as defined above, Pebl maintains its standard approach to secure practices. This is updated annually and includes its coverage of hardware, software, network monitoring protocol and procedure.

Monitoring and logging

Intrusion Detection and/or Prevention Systems must be deployed on all Production systems. These solutions shall be configured to alert personnel to potential information security events. Alerts and security events shall be reported and responded to. These solutions shall also be maintained with updated patches and signatures on a regular basis – at least weekly when available.

Annex III

PEBL CURRENT SUBPROCESSORS

Subprocessor Name	Subprocessing Activities	Subprocessor Location
Expensify, Inc.	Expense management	United States
Google, LLC	Google Drive (file storage) and Gmail (email)	United States
Oracle Corporation (affiliate NetSuite Inc.)	Payroll data	United States
Prolecto Resources, Inc.	NetSuite developer	United States
Salesforce.com, Inc.	Customer/marketing data	United States
Terminus Software, Inc.	Salesforce integration	United States
Snowflake Inc.	Internal analytics	United States
Amazon Web Services, Inc.	Infrastructure services	United States
Okta, Inc.	Authentication layer for Pebl's application	United States

Annex IV - UK Addendum

This International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, Version B1.0, in force 21 March 2022 (the "Addendum") has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract. No revisions have been made to the language of this Addendum.

Part 1: Tables

Table 1: Parties

Start Date As listed in Schedule 2, pg. 1

The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties' Details	Full Legal Name: As listed in Annex I of this DPA Trading Name (If Different): N/A Main Address (If a Company Registered Address): As listed in Annex I of this DPA Official Registration Number (if any) (Company Number or Similar Number): EIN: 46-1915233	Full Legal Name: As listed in Annex I of this DPA Trading Name (If Different): N/A Main Address (If a Company Registered Address): As listed in Annex I of this DPA Official Registration Number (if any) (Company Number or Similar Number):
Key Contact	Full Name (Optional): As listed in Annex I of this DPA Job Title: As listed in Annex I of this DPA Contact Details Including Email: As listed in Annex I of this DPA	Full Name (Optional): As listed in Annex I of this DPA Job Title: As listed in Annex I of this DPA Contact Details Including Email: As listed in Annex I of this DPA
Signature (If Required for the Purposes of Section 2)	As listed in Annex I of this DPA	As listed in Annex I of this DPA

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

◻ The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date: Aug. 8, 2022

Reference (if any): Brussels 4.6.202 C(2021) 3972 final

Other identifier (if any): EN Annex Standard Contractual Clauses

x the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

Module	Module in Operation	Clause 7 (Docking Clause)	Clause 11 (Option)	Clause 9a (Prior Authorisation or General Authorisation)	Clause 9a (Time Period)	Is personal data received from the Importer combined with personal data collected by the Exporter?
1	X	X	N/A	N/A	N/A	No

Table 3: Appendix Information

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
Annex 1A: List of Parties: As listed in Annex I of this DPA
Annex 1B: Description of Transfer: As listed in Annex I of this DPA
Annex II: Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of the Data: As listed in Annex 2 of this DPA
Annex III: List of Sub processors (Modules 2 and 3 only): N/A

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum Changes
Ending this Addendum when the Approved Addendum Changes

Alternative Part 2 Mandatory Clauses
Mandatory Clauses