June 2026

1. Applicability of EOR Terms of Service. These Product-Specific terms (“EOR Terms of Service” or “EOR TOS”) apply to the Services provided by Pebl to Client and cover all countries where the Services are provided. The specific fees for the Services are detailed below and in the Order Form provided to Client.
2. Breakdown of costs:
   1. Fees: Employer of Record fee(s) (“EOR Fee(s)”) are charged on a per Supported Worker basis as set forth in the Order Form.
   2. Explanation of Fees/Ancillary Costs: Client is responsible for payment in accordance with the "Payment Terms" section below of all EOR Fees and all other fees set forth herein and in the applicable Order Form, any and all mutually agreed upon fees for Add-On Services purchased by Client, and all applicable costs payable by Client to Pebl, and payable by Pebl to a Supported Worker or another third party ("Ancillary Cost(s)"), including, but not limited to, each Supported Worker's Compensation Package, which includes the Supported Worker’s salary, any bonuses, commissions, or other variable compensation and all other components of the Compensation Package, foreign exchange conversion, Employment Costs, including, but not limited to, mandatory employer burden/contributions under Applicable Laws in the Work Location, and indirect operational costs, benefits cost, Offboarding Costs, and any reimbursable expenses, and Employment Agreement/Employment Package review costs.
   3. Add-On Fees. Fees associated with any Add-On Service will be provided to Client in advance prior to incurring any expense. 
3. Payment Terms:
   1. Initial Invoice and Deposit. An initial invoice will be sent, following receipt of the signed Agreement and Order Form, and will include:
      1. The the first installment of the EOR Fees set forth in the applicable Order Form; and
      2. A Deposit amount for each Supported Worker covered by the initial invoice ("Deposit"). A Deposit payment is required for each Supported Worker(s) hired under an Order Form before Pebl will proceed with the onboarding process. The amount of the Deposit payment will be communicated to Client in advance and is subject to change based on changes to the applicable Supported Worker’s salary or accrued seniority, Client's credit score, payment terms and/or payment history, and for any Supported Worker for whom Pebl agrees to accept (a) a Recognition of Seniority (as defined below) request or (b) a request to include a severance arrangement in the Employment Agreement that exceeds any minimum requirements under Applicable Laws in the Work Location. Pebl may use the Deposit to make any required payments of Ancillary Costs relating to the applicable Supported Worker if Client fails to make timely payment of any such amounts to Pebl. If all or any portion of the Deposit is used for this purpose, Client shall replenish the Deposit up to its original amount upon Pebl's request. Pebl shall return each Deposit payment to Client within a reasonable time after Client's payment of the final invoice that includes any Invoice Amounts related to the applicable Supported Worker provided that Client has paid all Invoice Amounts and does not have an unpaid outstanding balance with Pebl.
   2. Invoice Cadence. For countries with a monthly payroll cycle, Pebl will issue invoices once per month; for countries with a semi-monthly payroll cycle, Pebl will issue invoices twice per month; and for countries with a weekly payroll cycle, Pebl will issue invoices once per week. All invoices will include any reconciliation or true-up from prior period actual hours worked for the Supported Worker(s). Notwithstanding the foregoing, Pebl may issue additional invoices on an as-needed basis for any Invoice Amounts that were not included in the regularly scheduled invoice.
   3. Late Payment.
      1. Each invoice not subject to a good faith dispute that is not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by Applicable Laws, whichever is less, determined and compounded monthly from the due date until the date paid. If Client fails to timely pay any invoice amounts by the applicable due date, Pebl may, in addition to any other remedies that Pebl may have, and upon written notice to Client, suspend the provision of Services, including pausing any requested Onboardings during this period, and/or terminate the Agreement and any Supported Workers hired under the Order Form until the full Invoice Amounts and all applicable late fees have been paid. Client shall be responsible for any liability associated with the terminated Supported Worker(s). Pebl may, at its sole discretion, first apply Client’s payment toward any accrued late fees before disbursing any remaining portion to the Supported Employee(s). Any decision by Pebl to refrain from exercising these rights shall not waive any right available to it, including its right to recover the full outstanding balance from the Client.
4. Pebl Add-On Services & DescriptionDuring the applicable Order Form Term, Client may request Add-On Services. The terms and conditions applicable to the Add-On Services are available here: https://hellopebl.com/legal/employer-of-record-add-on-services/. Costs may apply. The Employer of Record Services Description terms and conditions are available here: https://hellopebl.com/legal/employer-of-record-services-descriptions/.
5. Offboardings.
   1. Types of Offboarding:
      1. Offboarding Requested by Client. During the Term, a request to terminate a Supported Worker’s employment may be initiated due to a) termination or transfer of the Supported Worker; or b) upon termination or non-renewal of this Agreement or any Order Form. 
      2. Offboarding Requested by the Supported Worker. During the Term, a Supported Worker may provide notice of resignation
      3. Offboarding Initiated by Pebl. During the Term, Pebl may initiate the offboarding, and terminate, any Supported Worker(s) due to (i) termination or non-renewal of this Agreement or any Order Form; or (ii) Client directing a Supported Worker to perform duties or services outside the agreed-upon scope of the employment agreement. For the avoidance of doubt, Pebl also reserves the right, in its reasonable discretion, to (a) decline to employ any Supported Worker, and (b) conduct an Offboarding of any Supported Worker, including where employing the Supported Worker would violate Applicable Laws or require Pebl’s local Affiliate or ICP to obtain additional insurance policies, employer licenses or registrations in the Work Location, or otherwise cause undue hardship to Pebl.
   2. Offboarding Procedure.
      1. General. All communications with the Supported Worker about the Offboarding must be made or pre-approved by Pebl. Client will provide such additional information reasonably requested by Pebl to effectuate the Offboarding.
      2. For Client and/or Supported Worker Requested Offboardings.
         1. Requests by Client must be in writing, whether by email, support ticket, or as otherwise directed by Pebl, and must identify the Supported Worker(s) and reason for the Offboarding requested. Pebl will review the Offboarding request and advise on lawful and compliant Offboarding options, including the estimated Offboarding Costs (as hereinafter defined) to execute the Offboarding. Pebl will proceed with the Offboarding option selected by Client, keep Client informed, and not unduly delay any Offboarding(s) without Client’s approval.
      3. Notwithstanding any shorter notice periods defined in the Agreement, Client will provide Pebl with at least ninety (90) days’ prior written notice to terminate or offboard any Supported Worker (“Notice Period”). The Notice Period shall commence on the first day of the calendar month immediately following Pebl’s receipt of such written notice. Offboarding will begin in accordance with the Agreement. Client will pay for the Pebl service fees for the Supported Worker during the Notice Period regardless of the offboarding status of the Supported Worker.
   3. Offboarding Costs. Client is responsible for all Offboarding Costs and any additional amounts it authorizes to be paid to the Supported Worker. Offboarding Costs may include, but are not limited to, costs obligated under the Supported Worker’s employment agreement and applicable law, statutory and/or contractual entitlements (such as vacation payouts or benefits), as well as any costs under a mutual separation agreement, settlement agreement, or a Release of claims, costs for external counsel where required or applicable, and any additional costs incurred to complete the termination compliantly and in accordance with Applicable Law, as well as for any costs or liabilities resulting from its failure to cooperate (“Offboarding Costs”).
   4. Offboarding due to Termination of the Agreement. Notwithstanding any termination of this Agreement or any Order Form, the obligations set forth in this Agreement shall continue until Pebl completes any and all Offboardings for all applicable Supported Workers. The Parties acknowledge and agree that (a) the timeframe to complete any Offboarding may exceed the Notice Period for termination; and (b) regardless of which Party gives notice of termination or non-renewal, Client remains responsible for payment of all Pebl invoices (including, but not limited to, invoices for any Offboarding Costs) not subject to a good faith dispute as well as for any uninvoiced billing amounts through the effective date of termination or expiration of the applicable Order Form or Agreement; provided that Pebl shall invoice Client for any such uninvoiced billing amounts within the later of forty-five (45) days after the effective termination of this Agreement or within thirty (30) days after Pebl's discovery of any such outstanding uninvoiced billing amounts. For avoidance of doubt, all fees set forth in each Order Form are non-refundable and will not be refunded or prorated based on the timing of any Offboarding(s). If Pebl is unable to complete any Offboarding(s) prior to the expiration of the applicable notice period for termination or non-renewal of the applicable Order Form or this Agreement, then the fees set forth in the applicable Order Form will continue to apply for the Supported Workers subject to such Offboarding(s), prorated on a monthly basis up to and including the month in which the Offboarding(s) are completed.
6. Additional Terms:
   1. Co-Employment. Client acknowledges and agrees that there is an inherent risk associated with all employer of record products and services of an employee who is the subject of such services making a legal claim that the employer of record model and/or the conduct of the employer of record provider's client do not comply with Applicable Laws and/or create a co-employment relationship among the employer of record provider, its client, and the employee or a direct employment relationship between the client and the employee ("Co-Employment"). Pebl works to mitigate the risk of Co-Employment to the extent possible by, for example, structuring all Employment Agreements and Employment Packages in a manner that reduces Co-Employment risk and providing guidance to its clients on which of their actions can increase Co-Employment risk. However, Client acknowledges and agrees that Pebl cannot completely eliminate Co-Employment risk or control the actions of Client that can increase Co-Employment risk.
   2. Indemnification. Client shall defend, indemnify, and hold harmless Pebl, its Affiliates, and each of its and their respective Indemnitees from and against any and all Losses arising out of or relating to a third-party Action concerning (1) a Co-Employment claim from any Supported Worker; (2) the acts or omissions of any Supported Worker or Client's direction or control over any Supported Worker; (3) Client's Equity-Based Compensation Plan; or (4) Client’s breach of the notice obligation relating to Supported Worker Work Location in the "Onboarding: Work Location," the "Global Equity Program," the "Onboarding: Licensing and Regulatory Requirements,” or the directors and officers liability insurance obligations. Any such indemnification obligations are excluded from the limitations of liability set forth in the Agreement. The foregoing indemnification obligations do not apply only to the extent that such obligations are caused by Pebl’s breach of this Agreement, gross negligence, willful misconduct, or fraud.
   3. Intellectual Property. "Developed Intellectual Property" means any and all deliverables, inventions (whether or not patentable), works of authorship, domain name registrations, patent applications, and industrial designs and any and all patent rights, copyrights, trademark rights, trade secret rights, mask work rights, show-how, know-how, moral rights, economic rights, and any other proprietary rights throughout the world recognized by the laws of any country that are conceived, developed or reduced to practice, in whole or in part, by any Supported Worker in the course of their performance under their Employment Agreement at any time during their employment by Pebl's local affiliate or ICP.
      1. If Pebl has determined that including a direct assignment of Developed Intellectual Property from the applicable Supported Worker to Client in their Employment Agreement ("Direct IP Assignment") is an acceptable means of transfer and does not create a significant level of Co-Employment or other legal risk, the Employment Agreement or another document in the Employment Package will include terms effectuating the Direct IP Assignment in a manner that is enforceable under and complies with Applicable Laws in the Work Location. In all other situations, Pebl shall ensure that the Developed Intellectual Property is assigned to or otherwise owned by Pebl in accordance with Applicable Laws in the Work Location and the Developed Intellectual Property will be assigned to Client under the terms of these EOR Terms of Service.
      2. To the extent that any Developed Intellectual Property is not assigned directly to Client in the applicable Employment Agreement or Employment Package, Pebl agrees to and hereby does irrevocably assign all of its right, title and interest in and to all Developed Intellectual Property to Client. Pebl shall provide reasonable assistance to Client, at Client's expense, to the extent necessary to effectuate the foregoing assignment or to evidence, record, perfect, maintain or defend Client's rights in and to any Developed Intellectual Property.
      3. If any part of the Developed Intellectual Property is based on, incorporates, is an improvement or derivative of or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited by Client without using or violating intellectual property rights owned by or licensed to the applicable Supported Worker or any other third party and which are not assigned hereunder, Pebl hereby grants Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non- exclusive, sublicensable right and license to exercise and exploit all such intellectual property rights in support of Client's exploitation of the Developed Intellectual Property.
   4. Termination of Prior Agreements; Sole Employer. Unless otherwise approved by Pebl in writing, (1) Client shall ensure that any and all prior work engagements and/or employment relationships with each Supported Worker are properly terminated and that any required payments or other obligations to the Supported Worker have been fulfilled prior to or concurrent with the Supported Worker's Start Date, and (2) Pebl's local Affiliate or ICP will be the sole employer of all Supported Workers throughout their employment under these EOR Terms of Service and Client shall not separately employ any Supported Workers during such time.
   5. Transfers of Undertakings or Employment Transfers. Unless otherwise approved by Pebl in writing, all Supported Workers will be hired on a “net new” basis without recognition of any prior seniority. Transfers of employment, including, but not limited to, transfers of employment under the Transfers of Undertakings Directive 2001/23/EC, from Client or any third party will not be accepted unless otherwise approved by Pebl in writing. If Pebl agrees to accept a transfer of employment and recognize the Supported Worker's prior seniority ("Recognition of Seniority"), Pebl may require a higher Deposit amount for the applicable Supported Worker. Upon the Offboarding of any Supported Worker, Client may request that Pebl facilitate a transfer of the Supported Worker's employment to Client or a third party and Pebl may approve or deny such request in its sole discretion. If Pebl approves the request, Pebl shall provide reasonable assistance to Client and/or the third party to facilitate the transfer, but Client and/or the third party remain responsible for managing the transfer process and preparing all required documentation or agreements to facilitate the transfer and for all costs associated with preparing such documentation or agreements.
   6. Pebl Insurance Obligations. Throughout each Supported Worker's employment by Pebl's local Affiliate or ICP, Pebl shall provide and maintain all insurance coverages necessary to employ the Supported Worker in compliance with Applicable Laws in the Work Location, including but not limited to any required worker's compensation insurance and/or health insurance. In addition, throughout the term of these EOR Terms of Service and for two (2) years thereafter, Pebl shall provide and maintain (1) commercial general liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; (2) employer's liability insurance with limits of at least $1,000,000 per occurrence and general aggregate; (3) employment practices liability insurance with a limit of at least $2,000,000; (4) professional liability insurance with a limit of at least $5,000,000; (5) cyber liability insurance with a limit of at least $5,000,000 per claim and an excess limit of at least $5,000,000; and (6) umbrella liability insurance with limits of at least $10,000,000 per occurrence and general aggregate. Upon Client's request, Pebl shall send Client a certificate of insurance evidencing the insurance coverages set forth in the previous sentence.
   7. Client Insurance Obligations. Throughout the employment of each Supported Worker by Pebl's local Affiliate or ICP and for two (2) years thereafter, Client shall provide and maintain the following insurance coverages in the currency designated in Client’s applicable Order Form (e.g. USD, EUR, GBP) and ensure that the applicable Supported Worker(s) are covered under such insurance as service providers or independent contractors: (1) commercial general liability insurance with limits of at least 1,000,000 per occurrence and $2,000,000 general aggregate; (2) if the Supported Worker regularly renders professional services as part of their job responsibilities: professional liability insurance with a limit of at least 1,000,000; (3) if the Supported Worker serves in or performs the duties of an appointed executive officer position or board of directors position in Client's organization: directors and officers liability insurance with limits of at least 1,000,000 per occurrence and general aggregate; and (4) if the Supported Worker accesses confidential information or personally identifiable information: cyber liability insurance with a limit of at least $1,000,000 per claim.. For directors and officers liability insurance that is required, then (1) it must be primary to, and not require any contribution from, any insurance policies maintained by Pebl and must include a Waiver of Subrogation clause in favor of Pebl; and (2) Client shall provide Pebl with a certificate of insurance, including endorsements, specifically identifying Pebl as an additional insured annually and upon request of Pebl. If the policy is canceled or materially changed before the end of any term, Client shall provide written notice to Pebl at least thirty (30) days prior to the date of cancellation or alteration. In addition to the above, Client will maintain all insurances customary to Client’s business operations.
7. Work Location-Specific Terms.
   1. Country Restrictions. By submitting an Onboarding Form for any Supported Worker whose Work Location is in Belgium, Uruguay, China, Colombia, Greece, Hungary, Indonesia, Italy, Kenya, Luxembourg, Mexico, Peru, Philippines, Poland, Romania, South Korea, Spain, Taiwan, Turkey, United Arab Emirates, or Vietnam(“Restricted Country”), Client thereby represents and warrants to Pebl that, as of the date the Onboarding Form is submitted, neither Client nor any of its Affiliates (1) is an entity organized in the Restricted Country; (2) owns or controls any entity organized in the Restricted Country; or (3) has plans to reorganize as, acquire control of, or establish a new entity organized in the Restricted Country. If, during the course of any Supported Worker's employment hereunder whose Work Location is in the Restricted Country, Client expects that any of the foregoing representations and warranties will no longer be accurate, Client shall promptly give written notice to Pebl of the change in circumstances and the Parties will cooperate in good faith to resolve any related issues.