EXECUTOR AGREEMENT

Publication date: August 25, 2023
Version number: V1

Current version available at: https://tocorpor.com/en/work/legal/talentagreement

This agreement, TECH Overseas FZ-LLC (hereinafter referred to as the Company) registered with the Ras El Khaimah Economic Zone Authority, United Arab Emirates, as a free zone limited liability company, under registration number 0000004036265 and license number 4036265, the registered office of the company is BIZ00020, Compass Building, El Shohada Road, El Hamra Industrial Zone-FZ, Ras El Khaimah, UAE, hereinafter referred to as the "Company", on the one hand, Publishing this Agreement, and an individual, legal entity or sole proprietor, hereinafter referred to as the "Executor", accepting this Agreement, posted on the Internet at https: //triawork.com/en/legal/talentagreement, have concluded this Agreement (hereinafter referred to as the "Agreement") as follows:

1. Terms

For the purposes of this Agreement, the following terms are used with the following meanings:

Website - an Internet site managed by the Company and having the Internet address triawork.com through which the Executor interacts with the Company.

Personal Account - a personal information space of the Executor in the Internet at the address triawork.com, through which the Executor interacts with the Company. Access to the Personal Account is provided to the Executor by the Company.

Executor - a natural person, who has reached the age of 18 (eighteen) years, with full legal capacity, as well as a legal entity or individual entrepreneur, who has accepted this Agreement in accordance with its terms and conditions, as well as verified the provided personal data or data of a legal entity/individual entrepreneur, as well as verified compliance with the requirements for the use of the service.

Executor's Service - services of software development and data processing, rendered by the Executor to the Company in the order and on the terms and conditions established by the Technical Assignments sent by the Company to the Executor and accepted by the Executor for Execution, as well as by this Agreement, within the framework of which the Executor enters into legally binding relations with the Company for rendering services for remuneration.

Technical Assignment - description of the Service, the provision of which the Company requests from the Executor.

Executor's payment details - data on the Executor's bank account, which the Executor transfers to the Company, by which the Company transfers the agreed Executor's Remuneration, for the results of services rendered by the Executor and accepted by the Company.

Executor's Remuneration - an amount agreed upon by the Company and the Executor for rendering services within the framework of the Company's Technical Assignments accepted by the Executor for Execution.

Settlement currency - the currency of the Executor's remuneration, which is applied within the framework of relations between the Company and the Executor, is specified in the Technical Assignments and in which payments are made by the Company to the Executor, is AED (Arab Emirates Dirham).

Periodicity of payments of the Executor's remuneration - frequency, specified in the Technical Assignments of the Company, with which the Company makes remuneration payments to the Executor.

Acceptance of the Executor's services - the fact of acceptance by the Company of the Executor's report on rendered services within the framework of the Technical Assignment.

2. Subject of the Agreement

2.1 The Executor undertakes to render services to the Company under the Technical Assignments accepted into work, and the Company undertakes to pay for the accepted result of the services rendered by the Executor on the conditions specified in the Technical Assignments and this Agreement.

2.2 This Agreement shall be deemed concluded from the moment of acceptance by the Executor of the first Technical Assignment of the Company into work.

2.2 From the moment this Agreement comes into force, the parties assume the rights and obligations specified in it.

3. Rights and obligations of the Parties

3.1 Rights and obligations of the Executor

3.1.1 The Executor's registration in the personal cabinet is free of charge and voluntary.

3.1.2 When registering, the Executor is obliged to provide the necessary accurate and up-to-date information.

3.1.3 The Executor is responsible for the accuracy, relevance, completeness of the information provided during registration and its purity from claims of third parties.

3.1.4. The data, which are automatically transferred to the services of the site in the process of its use with the help of the software installed on the device of the Executor (information from cookies), are used by the Company solely for the purpose of evaluating the effectiveness of the Site and personal account. These data do not refer to personal data.

3.1.5 If the Executor believes that for one or another reason the use of cookies technology is unacceptable for him, he has the right to prohibit the storage of cookies on the computer used by him to access the Site by adjusting the browser accordingly. It should be borne in mind that despite the fact that the usability of the Site as a whole will not be affected, some services that use this technology may be unavailable.

3.1.6 Unless the Executor proves otherwise, any actions performed using his login and password shall be deemed to have been performed by the respective Executor. In case of unauthorized access to login and password and/or personal account or distribution of login and password, the Executor shall immediately notify the Company by sending an e-mail to office@tocorpor.com.
3.1.7 Before making a decision to perform the respective Assignment, the Executor shall carefully familiarize himself with the material terms of such Assignment. If there are any questions regarding a particular Assignment, the Executor has the right to request clarifying information from the Company. In the event that the Assignment performed by the Executor does not meet the requirements specified by the Company in the Technical Assignment, the Company shall consider the results of the performed Assignment to be improper, and the Company shall notify the Executor of this fact. At the Company's discretion, the Executor will be offered to correct the results of the completed Assignment with improper quality, and in case of significant deviations from the stated requirements, the Assignment may be transferred to other Executors for fulfillment.

3.1.8 By accepting this Agreement the Executor agrees that the obligations of fulfillment of the requirements of the legislation of the country of the Executor's tax residency on payment of taxes and other charges from the remuneration received by the Executor are imposed on the Executor and the Company is not involved and is not responsible for the Executor's fulfillment of the requirements of the current legislation of the country of the Executor's residency.

3.1.9 When performing the Tasks the Executor is prohibited:

- use the site, personal account in any way that violates the terms of this Agreement;

- copy, modify, change, delete, supplement, publish, transfer the objects of the Company's intellectual property rights, create derivative works, make or sell products based on them, reproduce, display or in any other way exploit or use such rights of third parties without the express permission of their owners;

- carry out, in the course of the Tasks, actions/inactions that are illegal, harmful, threatening, morally offensive, defamatory, libelous, infringing copyright, promoting hatred and/or discrimination against people on racial, ethnic, sexual, social grounds;

- violate the rights of minors and/or cause harm to them in any form;

- violate the rights and/or legitimate interests of third parties;

- impersonate another person or representative of an organization, as well as misrepresent the properties and characteristics of any subjects or objects;

- upload, send, transmit or use any other way of publishing materials during the performance of the Tasks, the use/publishing of which is prohibited under the law of the Company's or Executor's country and under any contractual relations;

violate, whether willfully, recklessly or negligently, any applicable local, state or international laws;
3.1.10. The Company is not liable to third parties for the Executor's actions/inactions in the course of the Assignment fulfillment. In case of any claims to the Executor from third parties or state bodies, the Executor undertakes to settle the dispute by his own efforts and at his own expense.

3.1.11. The Executor fully transfers to the Company all exclusive rights to use the results of the completed Assignments. The fact of transfer of rights by the Executor and receipt of rights by the Company is the Company's transfer of remuneration to the Executor for the services rendered within the framework of the performance of the Assignment.

3.1.12. The Executor has no right to repeat, copy or use for commercial purposes the results of the completed Assignment either fully or partially.

3.2 Rights and obligations of the Company

3.2.1 The Company has the right to change and/or supplement the terms of this Agreement in the manner provided by this Agreement.

3.2.2 In case of violation by the Executor of the terms of this Agreement, the Company has the right at its own discretion to block access to the Site / Personal Cabinet for the specified Executor, as well as delete his registration data, with or without prior notice to the Executor.

3.2.3 The Company has the right to contact the Executor at the contacts specified by them.

3.2.4. The Company has the right to terminate this Agreement and delete the Executor's registration data, in the event that the Executor fails to fulfill any of the Assignments within 6 (six) months from the date of acceptance by the Executor of this Agreement.

3.2.5 Upon termination of this Agreement and deletion of the Executor's registration data, the Company undertakes to delete the Personal Data of such Executor.

3.2.6 If the Executor violates the terms of this Agreement, the Company has the right at its own discretion to deny such Executor the opportunity to use the service.

4. Confidentiality and protection of personal information

4.1 By accepting the terms and conditions of this Agreement, the Executor agrees to the processing of his personal data and agrees with the Regulation on the protection of personal data posted on the Website at: https://triawork.com/en/legal/privacy, as well as in his personal cabinet.

4.2 The Executor, providing the Company with his personal data under this Agreement, as well as in connection with the performance of Tasks, agrees to their processing both with the use of means of automation and without the use of means of automation, in particular the collection, storage, transfer to third parties and use of information by the Company in order to fulfill its obligations to the Executor in accordance with this Agreement. Thus the Company at processing of such personal data, undertakes to take all organizational and technical measures for their protection from unauthorized access of third parties.

By accepting this Agreement, the Executor agrees that he also accepts the Consent to the processing of his personal data.

4.3 If the Executor does not agree with the above conditions, he should immediately send a request to office@tocorpor.com to delete his personal data.

4.4 The Company processes personal data voluntarily placed by the Executor. The purpose of processing is to fulfill the terms and conditions of this Agreement, to ensure the Executor's ability to use the services and functionality of the Website and personal account.

4.5. The Company is not responsible for preservation and content of personal data published by the Executor in zones open for other Executors.

5. Intellectual Rights Terms and Conditions

5.1 All objects of rights to the results of intellectual activity, placed on the website and in the personal cabinet of the Executor, including design elements, text, graphic images, illustrations, videos, scripts, programs, music, sounds and other objects and their collections (hereinafter - Content), are the objects of exclusive rights of the Company, all rights to these objects are protected.

5.2 Except as provided by this Agreement, no Content may be copied (reproduced), processed, distributed, framed, published, downloaded, transmitted, sold or otherwise used in whole or in part without the prior permission of the right holder, unless the right holder has expressly expressed his consent to the free use of the Content by any person.

5.3 The Executor may not repeat, copy or use for commercial purposes the results of the completed Assignment either in full or in part, except when such permission is given to the Executor by the Company.

6. Dispute resolution

6.1 Any claims of the Executor, arising in connection with the execution of this Agreement, shall be submitted to the Company, by e-mail to the address: office@tocorpor.com.

6.2 The Company undertakes to send a reasoned response to the relevant claim to the Executor's e-mail address within 60 (sixty) working days from the date of receipt of the communication under this Agreement.

6.3 The Company does not consider anonymous claims or claims that do not allow to identify the Executor on the basis of the data provided by him during registration.

6.4 All disputes under this Agreement shall be resolved by the parties through negotiations.

6.5 In case of failure to reach an agreement in negotiations, all disputes, disagreements or claims arising out of or in connection with this Agreement, including those relating to its performance, breach, termination or invalidity, shall be settled in the courts of the United Arab Emirates.

6.6 This Agreement is made and will be executed by the Parties in accordance with the laws of the United Arab Emirates.

7. Final provisions

7.1 The Company has the right to change and/or supplement the terms of this Agreement unilaterally without any special notice to the Executor. This Agreement is an open and accessible document for the Executor on the website. The Company recommends that the Executor regularly review the terms of this Agreement for changes and/or additions. Continuation of the Executor's relationship with the Company after the Company has made changes and/or additions to this Agreement means unconditional and full acceptance and agreement of the Executor with such changes / additions.

In case of non-acceptance of additions or changes in the terms of this Agreement, the Executor undertakes to immediately terminate this Agreement by sending a corresponding request to the e-mail address office@tocorpor.com.

7.2 All claims, requests, questions, any other correspondence should be sent to the e-mail address office@tocorpor.com. The Company sends messages to the Executor to the e-mail address specified by the latter when sending the request.

7.3 This Agreement is a legally binding contract between the Executor and the Company.

7.4 Inaction on the part of the Company in case of violation by the Executor of the terms of this Agreement does not deprive the Company of the right to take appropriate actions in defense of its interests later.

7.5 The Company has the right to carry out preventive works in the personal cabinet and on the site with temporary suspension of the work of the Site and Personal Cabinet, without notifying the Executor.

7.6 In case of force majeure circumstances, as well as accidents or failures in hardware and software complexes for reasons beyond the control of the Company, or actions of third parties, aimed at suspension or termination of the Website and personal account, it is possible to suspend the work of the site and personal account without prior notice to the Executor.