THE TERMS AND CONDITIONS OF klerigi Group, Inc.

These Terms of Use (this “Agreement”) is a contract between you (“you”) and klerigi Group, Inc. a Florida corporation (“klerigi”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.klerigi.com and app.klerigi.com (the “Site”) and related software and services (collectively, the “Platform”). We may amend this Agreement at any time without written notice to you. An amendment to this Agreement shall be deemed valid and effective when the amendment appears on our website regardless if viewed by you. Your continued use of the Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked to herein, including our, Privacy Policy and Master Services Agreement as well as any other Agreements you enter through the Platform, as such agreements and policies may be modified by klerigi from time to time in our sole discretion. In the event of a conflict between such policies and agreements and this Agreement, this Agreement controls.

Please read this Agreement carefully and in the event of ambiguity contact us. You understand that by checking the box and clicking the “submit” button, or by using the Platform, you are agreeing to be bound by this Agreement. If you do not accept this Agreement in its entirety, you may not access or use the Platform. If you agree to this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that event, “you” and “your” will refer and apply to that entity and you individually, jointly.

Article 1: Term and Termination

Section 1.1 Term. The term of this Agreement commences on the date of acceptance and continues for an initial term of one year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew in successive one (1) year terms (each a “Renewal Term”) until terminated in accordance with Section 1.2 below. The Initial Term and all Renewal Terms shall be referred to herein as the “Term”.

Section 1.2 Termination. You or klerigi may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or in the alternative by terminating or suspending your account). Termination of this Agreement shall have no effect on other agreements entered between you and other parties through the Platform.

Section 1.3 Consequences of Termination. Termination will not relieve you of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to your account or other form of payment pursuant to Article 4 below.

Section 1.4 Survival. Articles 3,4,5 and 6 of this Agreement will survive termination by any party.

Article 2: The klerigi Platform

Section 2.1 Right to Participate. By using the Platform you warrant that you are an eligible party with the “Right to Participate.” The Right to Participate extends only to legal entities or persons who have reached the age of eighteen (18). In addition in order to have the Right to Participate you must have the capacity to enter into contracts under all applicable law.

Section 2.2 Warranties by Means of Participation. By utilizing the Platform you make certain warranties to us that we rely on in providing you services. You warrant and guaranty that you not a citizen or a resident of a country in which use or participation in the Platform is prohibited by any law, regulation, treaty, administrative order or decree. You warrant that you are not associated with any countries with which the United States has any embargoes prohibiting or effecting your Right to Participate.

Section 2.3 Purpose. The Platform has specific uses and by entering this Agreement you are agreeing to not use the Platform for any improper purposes. The Platform was designed to offer web-based consultant retention services (the “Services”) and to act as a network to connect specialists (the “Contractors”) with prospective users of the Contractors’ services (the “Clients”) through a klerigi contact and client project manager (the “Client Coordinator”). The Services include klerigi providing consulting and other related services to Clients through one or more service contracts (each a “Contract”), either fulfilled by klerigi employees, or by klerigi contracting with one or more Contractors to fulfill the Contract between klerigi and the Client. klerigi will also enter into one or more agreements with Contractors to govern the relationship between klerigi and the Contractor (each a “Contractor Agreement”).

In the administration of each Contract, the Client Coordinator will be the sole contact of the Client, and Clients are not allowed to directly contact or interact with the Contractors unless agreed by a klerigi officer in writing. If a Contract or Contractor Agreement is executed, this Agreement and all other agreements included by reference thereto will remain in full force and effect. This includes but is not limited to the the Master Services Agreement, and the Privacy Policy. Clients will pay for the services agreed in the Contract through the Platform or by other mutually agreed method in writing and klerigi will then pay its Contractors pursuant to Article 4 below.

Article 3: General Policies

Section 3.1 Your Content on Our Platform. You acknowledge that any information provided by you that you make public on the Platform (“Posted Content”) is not confidential. For example, if you place a comment on a blog post that can be viewed by others besides klerigi, such information may be used and disseminated by us for any purpose without acknowledgement or compensation to you. In addition, Posted Content may be used by any third party without our control, and you assume the risk of misuse of your Posted Content by third parties. You also represent, covenant and acknowledge that any content or material submitted by you to the Platform through any form of submission (including but in no way limited to upload, post, publish or display) is content that you hold all right, title and interest to. Title for purposes under this section shall include all copyright and rights of publicity associated with the Posted Content. By uploading or posting the Posted Content on the Platform you expressly grant klerigi and its affiliated entities a non-exclusive, worldwide, royalty free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify or otherwise use the Posted Content in connection with the operation of the Platform. Our use of the Posted Content is also governed by the Privacy Policy which can be viewed and downloaded by clicking here.

Section 3.2 Validation of Account Information. We may from time to time need to confirm or validate information that you provide to us via the Platform. You authorize us to use third parties and internal mechanisms to confirm any information you provide to us. Failure to provide any information that we request is deemed a violation of this Agreement and may be cause for suspension of the Services and access to the Platform.

Section 3.3 Non-Circumvention. You acknowledge that our Platform derives its income from collecting and deducting a portion of the fees Clients pay to Contractors. You agree to abide by all circumvention related language in all agreements incorporated previously if you make an account on the Platform. In addition, you expressly agree that for a period of twenty-four (24) months from the time you last used the Platform or the Services that you will refrain from Circumvention Conduct with past or current Contractors and employees of klerigi, and you will only contact employees of klerigi, such as your Client Coordinator, to engage in or inquire about engaging the services of klerigi.

If you are a Contractor, or potential Contractor, you agree that you will refrain from Circumvention Conduct with past or current Clients, or any other Platform users during your use of the Platform and for a period of twenty-four (24) months from the time you last used the Platform or from the time that you last provided services to klerigi or a Client through a Contract.

For the sake of clarity, Circumvention Conduct includes but is in no way limited to any attempt to submit proposals, solicit, contract, hire, pay or manage any parties identified through the Platform outside of the Platform. Circumvention Conduct shall also include any attempts to accept proposals, deliver services, invoice, and/or receive payment or otherwise contract outside of the Platform with parties introduced through the Platform. In addition any attempt to doctor or lower the amount of money paid for services shall be deemed Circumvention Conduct. Circumvention Conduct to Clients or Contractors includes but is not limited to Circumvention Conduct that is indirect through one or more companies or related entities or parties of the Client or Contractor.

Should you be found in violation of this Section, you agree to pay klerigi an amount equal to triple the income lost by klerigi as a result of the Circumvention Conduct. You understand that the true damage and loss of goodwill caused by Circumvention Conduct is impossible to calculate and quantify at this time and that the fee charged for Circumvention Conduct is a reasonable sum of liquid damages. It is expressly understood that this is not a penalty but merely attempts to make klerigi whole for loss of goodwill, loss of present income, loss of future income and other damages expressly understood to be the result of Circumvention Conduct.

By using the Platform you agree and assume to take on the affirmative duty to notify klerigi of any Circumvention Conduct by contacting us at the address listed in Section 7.4 below. Failure to notify klerigi of any Circumvention Conduct shall be deemed itself, Circumvention Conduct.

Section 3.4 Limitations. You agree to the following limitations in accessing the Platform:

3.4(a) You will not access, or attempt to access, our Platform or the Site by any means other than the interface provided and shall not use the information from the Site for any purpose other than the reasons it was made available. You are solely responsible for all Posted Content made through your account. We reserve the right to investigate any Posted Content that we reasonably believe violates any section of this Agreement.

3.4(b) You will not transmit any information that infringes on any intellectual property rights of any third parties or that you do not have the right to transmit by way of any regulation related to intellectual property rights, government national security regulations or other valid law, regulation or decree. This shall expressly include private confidential information that you have any duty to conceal from third parties included but not limited to physician-patient or attorney-client related privileges.

3.4(c) You will not impersonate any other person or entity while using the Site or the Platform or otherwise promote any criminal activity or enterprise or provide institutional support for any illegal activities.

3.4(d) You will not solicit information from any person under the age of eighteen (18).

3.4(e) You will not use the Site, Platform or any other access point to harvest or collect email addresses or other contact information for the purposes of sending unsolicited emails or communications of any kind.

3.4(f) You will not use the Site or Platform to offer, buy or sell any goods or services that are not authorized by us.

3.4(g) You shall not disclose to any third party or use for any purpose other than the purpose for it was made available any information belonging to us that is marked as confidential, copyrighted, trademarked or proprietary. You shall also not access or attempt to access any materials not intentionally made available or provided through the Platform or Site.

3.4(h) You will not copy, modify, create derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any of our source code or any other proprietary parts of our Site.

Section 3.5 Right to Enforce this Agreement. klerigi has the right but no obligation to monitor this Site and Platform including Posted Content and any information, including information subject to the Privacy Policy. Failure to comply with this and other Agreements may result in your access to the Site or Platform being suspended. We also reserve the right to self-help in connection with enforcing Agreements to the fullest extent allowable under the law. Once suspended you may not continue to use the Site and any attempt to circumvent a suspension by creating another account (a “Circumvention Account”) shall be deemed a breach of the Agreement. We reserve the right to reclaim any funds in any accounts that we deem are Circumvention Accounts at our sole discretion and you hereby acknowledge that using Circumvention Account(s) shall result in forfeiture of all funds in any accounts you hold on the Site. Violations of the Agreement may be prosecuted to the fullest extent of the law but we make no warranty that guarantees our users that we will prosecute parties in breach of the Agreement on their behalf or to their benefit.

Article 4: Payment and Tax Reporting

Section 4.1 Our Fees. Clients pay a fee for the Services provided by klerigi. klerigi collects a fixed or hourly fee (the “Service Fee”) agreed to between the klerigi and Client in their Contract. The Service Fee is non-refundable regardless of whether or not the Contract is completed.

Section 4.2 Payment of Contractors. A Contractor will be deemed entitled to payment by klerigi after a Client accepts work submitted by the Contractor to klerigi to fulfill the Contract under the Contract terms. Payment for services of a Contractor to klerigi to fulfill the Contract will be due within thirty (30) days of acceptance of the work by the Client. In cases where fraud, abuse or violations of this Agreement are suspected we reserve the right to hold all monies due to a Contractor, including monies from other Contracts than the one where an issue is under investigation until the issue is deemed resolved by us, in our sole discretion.

Section 4.3 Non-Payment. If a Client fails to timely pay amounts due under this Agreement or a Contract, the Client’s account with klerigi will be suspended and any work-in-progress will be stopped on all Contracts between Client and klerigi, at klerigi’s sole discretion. Without limiting any other available remedies, Client must reimburse us for amounts due upon demand, plus a late fee of five percent (5%). In addition, any amount owed under this section will be subject to interest at eighteen percent (18%) per annum or the highest allowable interest rate in the applicable jurisdiction, whichever is higher. In our sole discretion we may set off amounts due against other amounts received from or held for a Client and make appropriate reports to credit reporting agencies and law enforcement. klerigi will to the fullest extent possible cooperate with law enforcement at its sole discretion under this section.

Section 4.4 Payment Methods. klerigi is authorized by the Client to run or have run, credit card authorizations on all credit cards provided by the Client and to store credit card details in compliance with the Privacy Policy. The Client expressly authorizes klerigi to charge Client’s credit card pursuant to the terms of the Contract(s).

Section 4.5 Tax Reporting. klerigi will provide 1099 forms to the Internal Revenue Service yearly for each Contractor and will withhold such amounts from Contractor payments as required by the Internal Revenue Code and its regulations, or any applicable U.S. state laws, if any.

Except as provided for above, we will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Contractor Fees. Contractor will be solely responsible for: (a) determining whether Contractor is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Contractor Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. klerigi will have the right, but not the obligation, to audit and monitor Contractor’s compliance with applicable tax laws as required by this Section. Further, in the event of an audit of klerigi, Contractor agrees to promptly cooperate with klerigi and provide copies of Contractor’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

Article 5: Role of klerigi

Section 5.1 Contracts and No Employment. You recognize that you (regardless of classification as Client or Contractor) are not an employee of klerigi, nor is klerigi or any of our employees your employee, and that we in no way supervise direct or control your work or services. The relationship between you and klerigi is that of arms-length independent contractors, and you expressly acknowledge that at no time will there be deemed to be an employment relationship or joint venture between you and klerigi, or one or more of our employees. If you are a Client, you acknowledge that upon full or partial completion of the Services, you alone bear the risk of implementing and/or approving one or more of the ideas that result from the Services, and that we will have no liability to your implementation or approval of implementation of the ideas proposed by klerigi under the Contract(s).

If you are a Contractor, you acknowledge that klerigi does not control your day to day duties or the manner of the completion of your services to klerigi, and that you provide similar services to other third parties besides klerigi. Furthermore, we do not guarantee the payment from Clients to klerigi or make any warranties or representations related to Clients ability to pay for any Services.

The terms and conditions of each Contract are as set forth in the Contract itself and cannot be amended orally. Furthermore, Client and Contractor may not agree to any other terms and conditions that affect the rights or responsibilities of klerigi whatsoever nor shall Client and Contractor make any agreements without the knowledge of the Client Coordinator and approval by a klerigi executive level officer in writing.

Section 5.2 Background Checks. Although we may conduct background checks on users of the Site, Clients, or Contractors, we are under no obligation to do so, nor do we have any obligation to share those results with you. You expressly agree that we may conduct a background check on you without your approval or knowledge, or other notice to you.

Section 5.3 Third Party Websites. The Platform may provide links to other sites that are not related to or affiliated with us. We have no control over such sites and resources and cannot assume responsibility for those sites. We do not endorse any third party sites and you further acknowledge your full responsibility and liability for any damage or loss caused by or in connection with use or reliance on any third party sites. For more information on third party sites please review our Privacy Policy. Notwithstanding anything to the contrary you hereby agree to hold harmless and indemnify us for any liability related to third parties.

From time to time klerigi may link the Platform with other third party websites such as LinkedIn or Facebook (“Social Networking Sites”). By logging in or directly integrating Social Networking Sites into our Platform we believe you will have an optimized experience. These Social Networking Sites will also share certain information with us and we will use, store and disclose such information in accordance with our Privacy Policy. Please remember that how Social Networking Sites share your information is not governed by klerigi and is solely between you and those third party sites. We are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, warranties, advice or statements made by Social Networking Sites and are not liable for any damages related thereto.

Section 5.4 No Joint Venture. This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and klerigi, except and solely to the extent expressly stated in this Agreement.

Article 6: Warranty Disclaimers, Limitation of Liability and Indemnification

Section 6.1 Warranties and Disclaimers. We make no warranty or representations with regard to the services provided by Contractors, the work product, the Site, the Platform or the activities related to this Agreement unless provided for in a Contract. To the maximum extent permitted all warranties are disclaimed, unless expressly in writing within this Agreement or a Contract. Disclaimer of warranty is with regard to but in no way limited to, express or implied conditions, warranties of merchantability, fitness for a particular purpose and non-infringement. Any remedy you may have must be found expressly in this Agreement or a Contract, or otherwise is deemed waived by you.

Section 6.2 Limitation of Liability. We will in no event, under any circumstances, for no reason whatsoever be liable for any special, consequential, incidental, exemplary, indirect or punitive damages to you for the services through the Site or the Platform, or under a Contract or Contractor Agreement. In addition, there shall be no liability for litigation costs, lost profits or lost data. Liability of klerigi to any user or visitor to the Site for any claim arising out of or in connection with this Agreement, the Site or the Platform, shall be limited to the lesser of (i) two thousand US Dollars ($2,000.00) or (ii) any fees retained by us with respect to contracts on which you were involved during the one-month period preceding the claim. These limitations will apply to any liability, arising from any cause of action whatsoever, even if the limited remedies provided herein fail of their essential purpose. By using the Site and the Platform you agree that this limitation of liability is reasonable.

Section 6.3 Indemnification. You will indemnify, defend and hold harmless klerigi and its subsidiaries, affiliates, officers, agents, employees, and representatives (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses including, but not limited to, reasonable attorneys’ fees and all related costs and expenses arising from or relating to your use of the Platform, any Services or any Contract or Contractor Agreement entered into by you (including without limitation claims that Contractor was misclassified as an independent contractor or that we were an employer or joint employer of Contractor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits), any Posted Content, your violation of these Terms of Service, and/or your violation of any rights of another.

Article 7: Miscellaneous Provisions

Section 7.1 Entire Agreement. This Agreement sets out the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

Section 7.2 Side Agreements. Section 7.1 above notwithstanding, Clients and Contractors may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.) (a “Side Agreement”) with the express written approval of the Client Coordinator. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a Side Agreement that purports to expand klerigi’s obligations or restrict klerigi’s rights under this Agreement.

Section 7.3 Compliance. You agree that you will not violate any laws or third party rights on or related to the Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ proprietary rights. The software and the transmission of applicable data, if any, is subject to United States export controls. No software may be exported or re-exported in violation of U.S. export laws. Using the Platform is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Site and the Platform, including as it concerns online conduct and acceptable content.

Section 7.4 Notices; Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices related to or necessary for the completion of this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Platform. Notices hereunder will be valid only as follows:

If to you: (i) via electronic mail (e-mail) that you provide to us when signing up for the Platform, or (ii) posting on the Site. The date of receipt will be deemed the date on which such notice is transmitted.

If to us: via certified mail, return receipt requested, or via nationally or internationally recognized overnight courier (i.e. DHL, FedEx, UPS, etc.) to the following address, that may be modified without notice on the Site, the date of receipt being one (1) business day after actual receipt by us:

Ainsworth + Clancy c/o klerigi Group, Inc.

1111 Brickell Ave, 11th Floor

Miami, FL 33131 USA

With mandatory copy to info@klerigi.com via e-mail.

Section 7.5 Modifications. No amendment or modification to this Agreement will be binding upon us unless in a written instrument signed by a duly authorized representative of klerigi. For the purposes of this Section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

Section 7.6 No Waiver. The failure or delay of klerigi to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect our right to later enforce or exercise it, unless we issue an express written waiver, signed by a duly authorized representative of klerigi.

Section 7.7 Assignability. You may not assign this Agreement, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of klerigi. We may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

Section 7.8 Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

7.9 Choice of Law. This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Contract, will be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

7.10 Forum Selection, Attorney’s Fees, Personal Jurisdiction and Venue. You agree that any claim or dispute arising under this Agreement or your use of the Platform must be resolved through binding arbitration with a tribunal sitting in Miami-Dade County, Florida USA pursuant to the rules of the American Arbitration Association. If we are successful in any action whether defending or prosecuting against you, you agree to pay all attorney’s fees and costs associated with that action. You hereby irrevocably consent to the personal jurisdiction and venue of the arbitration tribunal. You further agree that any issue you have with klerigi that arises under this Agreement is arbitrable and that Miami-Dade County is a convenient forum for any disputes that arise between us.

7.11 Prevailing Language. The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

7.12 Proprietary Rights. klerigi and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the Platform. You may not use the Platform except as necessary for the purposes of discharging obligations under this Agreement and any Contract or Contractor Agreement entered into pursuant to this Agreement. We reserve the right to withdraw, expand and otherwise change the Platform at any time in our sole discretion.

7.13 Notice for California Users. Under California Civil Code Section 1789.3, users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at the address set forth in Section 7.4 above.