Terms of Use and Privacy Policy

Terms Of Service - WorkingFellas

Last updated: December 1, 2024 These WorkingFellas Terms of Service (the "Terms of Service" or the "Terms") constitute a legally binding agreement between the User (defined below) of the Platform (defined below) ("you" or "your") and WorkingFellas ("WorkingFellas", "we", "us" or "our") governing your use of WorkingFellas’s website (https://work-dey.com) (together, the "Site") and mobile applications ("Apps"), and related services, information and communications (collectively referred to herein as the "Platform" or the "WorkingFellas Platform"). The use of all personal data you submit to the Platform or which we collect about you is governed by our "Privacy Policy". These Terms, together with the Privacy Policy and the WorkingFellas Satisfaction Pledge (the "Satisfaction Pledge") for services delivered (referred to collectively herein as the "Agreement"), govern your access to and use of the Platform. The Agreement also includes all other supplemental policies and terms referenced and/or linked to within these Terms or which are otherwise made available to you, all of which also apply to your use of the Platform and are incorporated into the Agreement. THE SECTION ON ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST WorkingFellas TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION. BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE). IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

The Platform

The Platform is an online web- and app-based two-sided marketplace which enables connections between Clients and WorkPros. Clients are individuals and/or businesses seeking to obtain short-term services (Jobs), and WorkPros are persons and/or businesses seeking to perform Jobs for Clients. Clients and WorkPros are referred to herein together as Users. WorkPros are independent business owners, providing services under their own name or business name, using their own tools and supplies. WorkPros choose the applicable rates for Jobs. WorkPros may accept or reject Clients and Service Agreements. WorkPros are independent contractors of Clients, and Clients are therefore clients of WorkPros, not WorkingFellas. Any reference to a WorkPro being licensed or credentialed in some manner, or being 'badged,' 'reliable,' etc., indicates only that the WorkPro has completed a relevant user account registration process or met certain criteria. The Client is responsible for determining the Job and selecting their WorkPro and should undertake their own research. The Platform is not an employment agency service or business, and WorkingFellas is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of WorkingFellas. WorkingFellas does not perform Jobs, supervise WorkPro’s work, or provide tools or supplies to WorkPros. WorkingFellas is neither responsible nor liable for workers’ compensation or any tax payment or withholding. Each User assumes all liability for proper classification of their workers based on applicable legal guidelines. Users will comply fully with the terms of the Agreement, including the Acceptable Use Policy. Users are of the legally required age to enter into binding contracts. Users will respect the privacy, property, and data protection rights of others and act professionally in their interactions. Users will comply with all applicable local, state, provincial, national, or international laws in their use of the Platform. Users will ensure that all communications regarding Jobs remain on the Platform. WorkPros are operating as a business entity and maintain an independent clientele. WorkPros have the unrestricted right to work in their jurisdiction. WorkPros have and will maintain all required licenses, permits, and insurance. WorkPros will only offer Jobs for which they have the necessary expertise and perform them safely.

Use of the Platform

You must register and create an account to access and use the Platform, providing only correct and accurate information (such as, without limitation, your name, business name, mailing address, email address, and/or telephone number). You agree to immediately notify WorkingFellas (at support@work-dey.com) of any changes to your account information. If any such change relates to ownership of your telephone numbers, you may notify WorkingFellas by texting STOP to any text message sent to the retiring phone number. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or WorkingFella’s termination of this Agreement with you. WorkingFellas may restrict anyone from completing registration if WorkingFellas determines such person may threaten the safety and integrity of the Platform, or if such restriction is necessary to address any other reasonable business concern You are fully and solely responsible for (a) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Platform; and (b) all activities that occur under your password or account, even if not authorized by you. WorkingFellas has no control over any User’s account. You agree to notify WorkingFellas immediately if you suspect any unauthorized party may be using your Platform password or account or any other breach of security. (i) Background Checks. To the extent permitted by applicable law, WorkPros may be subject to a review process before they can register on, and during their use of, the Platform, which may include, but is not limited to, identity verification and criminal background checks, using third party services as appropriate (“Background Check(s)”). If a WorkPro, to the extent permitted under applicable law, you agree to undergo such Background Checks. WorkingFellas cannot, and does not, assume any responsibility or liability for the accuracy or reliability of Background Check information, nor for any false or misleading statements made by Users of the Platform. (ii) Professional Licensing. WorkingFellas does not independently verify that WorkPros have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform their Jobs. It may be unlawful to perform certain types of Jobs without a license, permit and/or registration, and performing same may result in law enforcement action and/or penalties or fines. WorkPros are solely responsible for avoiding such prohibited Jobs. If you have questions about how national, state and/or local laws apply to your Jobs on the Platform, you should first seek appropriate legal guidance. Clients are solely responsible for determining if a WorkPro has the skills and qualifications necessary to perform the specific Job and confirming that the WorkPro has obtained all required licenses, permits, or registrations, if any. Clients may wish to consult their national, state, and/or local law requirements to determine whether certain Jobs are required to be performed by a licensed or otherwise registered professional. The Platform allows Users to offer, search for and book Jobs. After identifying and selecting a WorkPro to perform a Job, the Client and the WorkPro would communicate Client provided phone number to understand the scope, schedule and other details of the Job (including, without limitation, any specific hazards, obstacles, or impediments in the Job location (whether visible or concealed) that may impact the performance of the Job). Once the Job is scheduled via the Platform by the WorkPro, the Client and WorkPro form a legally binding contract for the Job, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Client and the WorkPro in the Chat Thread for the Job (the “Service Agreement”). The Client and the WorkPro each agree to comply with the Service Agreement and the Agreement during the engagement, performance and completion of a Job. WorkPros are responsible for exercising their own business judgment in entering into Service Agreements and performing Jobs; and acknowledge that there is a chance for individual profit or loss. WorkingFellas is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for WorkingFellas. (i) WorkPro Assistants. Where approved in advance by the Client in the Chat Thread for the Job, WorkPros may engage assistants, helpers, subcontractors or other personnel (“WorkPro Assistant(s)”) to perform all or any part of a Job; provided that such WorkPro Assistants have registered through the Platform and meet all of the requirements applicable to the WorkPro as set out in the Agreement. The WorkPro assumes full and sole responsibility for the acts and omissions of all WorkPro Assistants used in its performance of Jobs and is fully responsible for: (a) the lawful payment of all compensation, benefits and expenses for its WorkPro Assistants, (b) all required and applicable tax withholdings as to such WorkPro Assistants, and (c) ensuring all WorkPro Assistants are registered WorkPros on the Platform.(ii) Client Agents. The Client agrees that if they have authorized someone other than the Client to book a Job on their behalf or to be present in their stead when the Job is performed, the Client is appointing that person as their agent (“Client Agent(s)”), and the Client is deemed to have granted to the Client Agent the authority to act as their agent in relation to the applicable Job. Client Agents may direct or instruct the WorkPro’s performance of the Job, and the WorkPro may follow such direction as if the direction was given by the Client. The Client assumes full and sole responsibility for the acts and omissions of Client Agents.

Fees, Billing, Invoicing, and Payment; Cancellation

The terms relevant to fees (including WorkPro Payments and WorkingFellas’s fees), invoicing, payment (including for Jobs, and any other amounts owed by Users hereunder) and cancellation, are set out the Fees, Payments and Cancellation Supplemental Terms, which applies to your access to and use of the Platform. Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Job Payment and all WorkingFellas fees) are non-refundable.

Contests and Promotional Codes

WorkingFellas may, from time to time, provide certain optional promotional codes, opportunities and contests to Users. All such optional promotional opportunities will be run at the sole discretion of WorkingFellas, will be subject to the terms and conditions governing same, and can be implemented, modified, or removed at any time by WorkingFellas without advance notification. The liability of WorkingFellas relevant to such promotional opportunities and contests, shall be subject to the limitations set forth in the terms.

Public Areas

The Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, Job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum.You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. WorkingFellas will not be responsible for the actions of any Users with respect to any information or materials posted or disclosed in Public Areas

Deactivation and Suspension

In the event of an actual or suspected breach by you of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Platform), WorkingFellas may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach. WorkingFellas will provide you with written notice of its determination in accordance with, and as required by, applicable laws. If you wish to appeal any determination made by WorkingFellas pursuant to this Section, please contact support@work-dey.com within 14 days of receipt of such notice with the grounds for your appeal.If WorkingFellas suspends or deactivates your account or limits your use of the Platform pursuant to this Section 6, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name or business name), even if you are acting on behalf of a third party.

Termination

You may terminate the Agreement between you and WorkingFellas at any time by ceasing all use of the Platform and deactivating your account. WorkingFellas may terminate the Agreement between you and WorkingFellas at any time, and cease providing access to the Platform (pursuant to Section 6 above), if you breach any part of the Agreement or violate applicable laws.Even after your right to use the Platform is suspended, terminated or limited, the Agreement will remain enforceable against you. WorkingFellas reserves the right to take appropriate legal action pursuant to the Agreement.

User Generated Content; Feedback

User Generated Content is defined as any information, content and materials (including any videotape, film, recording, photograph, voice) you provide to WorkingFellas and corporate partners, or other Users in connection with your registration for and use of the Platform (including, without limitation, the information and materials posted or transmitted for use in Public Areas). User Generated Content is not the opinion of, and has not been verified or approved by, WorkingFellas. You acknowledge and agree that WorkingFellas: (a) is not involved in the creation or development of User Generated Content and does not control any User Generated Content; (b) is not responsible or liable for any User Generated Content (including any accuracy, or results obtained by the use, thereof or reliance thereon); (c) may, but has no obligation to, monitor or review User Generated Content; and (d) reserves the right to limit or remove User Generated Content if it is not compliant with the terms of the Agreement. You are and remain solely responsible and liable for your User Generated Content. To the extent permitted by law, you hereby grant WorkingFellas, for the full duration of all rights that may exist in the User Generated Content (including any legal extensions thereof), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right and license to publish, reproduce, disseminate, transmit, distribute, modify, adapt, publish, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act on and/or otherwise use your User Generated Content, in any media, form or technology now known or later developed, including (without limitation) in connection with any advertising, marketing, and/or publicizing of the Platform, without any approval by, or compensation to, you. You acknowledge and agree that the foregoing license shall also extend to, and WorkingFellas may use (in accordance with this Section), your name, username, image, silhouette and other reproductions of your physical likeness, voice, likeness, screenname(s) and/or any biographical, professional and/or other identifying information (collectively, “Likeness”) in, and in connection with, your use of the Platform, including on websites, social media platforms and third-party digital platforms owned or controlled by us. You hereby represent and warrant to WorkingFellas that (i) you have the lawful authority to grant the rights in your User Generated Content as set out herein, and that such rights do not negatively impact any third-party rights; and (ii) your User Generated Content will not: (1) be false, inaccurate, incomplete or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary or intellectual property right or rights of publicity or personality (to the extent recognized by law in the country where the Job is performed); (4) violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (5) be defamatory, libelous, malicious, threatening, or harassing; (6) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (7) contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest in any way that you are employed or directly engaged by or affiliated with WorkingFellas or otherwise purport to act as a representative or agent of WorkingFellas; or (9) create liability for WorkingFellas or cause WorkingFellas to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers. You hereby waive (x) any “moral rights” associated with the User Generated Content (to the extent allowable by law); and (y) all claims relevant to the User Generated Content and WorkingFellas use thereof and of your Likeness. You release the WorkingFellas Parties (defined below) from, and shall hold such parties harmless from and against, any and all Liabilities (defined below), (including, without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter), based upon or relating to WorkingFellas use and exploitation of such User Generated Content and your Likeness as permitted herein. THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST. WorkingFellas is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly. If you believe, in good faith, that any User Generated Content provided on or in connection with the Platform is objectionable or infringes any of its rights or the rights of others, you are encouraged to notify WorkingFellas at support@work-dey.com . If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify WorkingFellas at info@work-dey.com . The Platform hosts User Generated Content relating to reviews and ratings of specific WorkPros (“Feedback”), which enables Users to post and read other Users’ expressions of their experiences. Feedback is the opinion of the User who has posted it. Feedback is not the opinion of, and has not been verified or approved by, WorkingFellas. WorkingFellas does not evaluate Users. WorkingFellas may, but is not obligated to, investigate, modify and/or remove any Feedback or other remarks posted by Users. You may request removal of a review that violates the Agreement or the WorkingFellas Ratings and Reviews Guidelines by contacting us at support@work-dey.com .

Intellectual Property Rights

The Platform, and all components thereof and content made available and/or displayed thereon (including the Marks (defined below), and all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces, information, tools, designs, interfaces and other content (including the coordination, selection, arrangement, and enhancement of, and any and all intellectual property rights in and to, the foregoing (collectively “Proprietary Material”)), is owned by WorkingFellas, excluding User Generated Content and any third-party websites made available on or via the Platform. Proprietary Material is protected, in all forms, media and technologies now known or hereinafter developed, by domestic and international laws, including those governing copyright, patents, and other proprietary and intellectual property rights. Any use of the Proprietary Material other than as permitted in the Agreement is expressly prohibited. The service marks, logos and trademarks of WorkingFellas (the “Marks”), including without limitation those for WorkingFellas and WorkingFellas for Good, are owned by WorkingFellas. The Marks are not available for use by WorkPros. You may not copy or use the Marks without obtaining WorkingFellas’s express prior written consent. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owner and may not be used without the prior written consent of such owner.

Links to Third-Party Websites

The Platform may contain links (such as, without limitation, hyperlinks, external websites that are framed by the Platform, and advertisements displayed in connection therewith (including as may be featured in any banner or other advertising) to third-party websites), which are maintained by parties over which WorkingFellas exercises no control. Such links are provided for reference and convenience only; and do not constitute WorkingFellas’s endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access and use such third-party websites at your own risk. WorkingFellas has no obligation to monitor, review, limit or remove links to third-party websites, but reserves the right to do so, at its sole discretion. WorkingFellas (a) expressly disclaims any responsibility or liability for any such third-party links or websites (including your access to or use thereof, and any products or services advertised or offered thereby, and any claims arising therefrom); and (b) is not and will not be a party to any transaction between you and any third-party providers of products or services. You expressly relieve WorkingFellas from all liability arising from your access to and/or use of any third-party websites.

Copyright Complaints and Copyright Agent

If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to WorkingFellas: A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is visible. Include enough information to allow WorkingFellas to locate the material, and explain why you think an infringement has taken place; A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; Your name, address, telephone number, and e-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owners behalf; and Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. If you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and legal fees. Please note that the procedure outlined herein is exclusively for notifying WorkingFellas that your copyrighted material has been infringed. The preceding requirements are intended to comply with WorkingFellas rights and obligations under the Copyright Act, 2022 of the Federal Republic of Nigeria, but do not constitute legal advice. It may be advisable to contact a lawyer regarding your rights and obligations under the Copyright Act, 2022. In accordance with the ACT and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Disclaimer of Warranties

Use Of The Platform Is Entirely At Your Own Risk THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.WITHOUT LIMITING THE FOREGOING, WORKINGFELLAS: 1.MAKES NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY JOB OR SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE JOBS OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (INCLUDING, BUT NOT LIMITED TO, AS TO ANY WORKPRO’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE); 2.DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND 3.DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY WORKPRO, AND WORKINGFELLAS WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

You acknowledge and agree that WorkingFellas is only willing to provide the Platform for Users if you agree to certain limitations of our liability to you, as set out in this Section and elsewhere in the Agreement. THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WORKINGFELLAS BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE WORKINGFELLAS FROM THE FOREGOING. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT WORKINGFELLAS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL FEES PAID BY YOU TO WORKINGFELLAS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE A WORKPRO, THE TOTAL JOB PAYMENTS PAID TO YOU BY CLIENTS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

Users’ indemnification obligations are set out below in this Section. WorkingFellas reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of WorkingFellas. If you are a Client, you shall indemnify, defend, and hold harmless WorkingFellas from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your breach or violation of the Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of any third-party links or websites that appear on the Platform; (v) any User Generated Content and/or Feedback submitted by you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Client Agents. If you are a WorkPro, you shall indemnify, defend, and hold harmless WorkingFellas from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your participation in Jobs, or your ability or inability to perform Jobs or to receive payment therefor; (iii) your breach or violation of the Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) any User Generated Content and/or Feedback submitted by or about you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any WorkPro Assistants.

Dispute Resolution

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with WorkingFellas, Jobs, or the Agreement (including previous versions), (“Dispute”), you can try to find an amicable solution with WorkingFellas before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 24). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to WorkingFellas. WorkingFella’s address for such notice is as set out.

App Store-Sourced Apps

If you access or download any App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and will comply therewith in your access to and use of the App(s). If you access or download any App from the Google Play Store, you agree to Google Play Terms of Service and will comply therewith in your access to and use of the App(s).

Changes to the Agreement, the Platform and the App

WorkingFellas reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to WorkingFellas. To the extent permitted by law, WorkingFellas shall not be liable to you for any updates, upgrades, modifications to or discontinuance of all or any portion of the Platform. WorkingFellas reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement. By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with WorkingFella’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and/or (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.

No Rights of Third Parties

Except as expressly set out herein and/or is otherwise required by applicable laws, the Agreement is for the sole benefit of WorkingFellas and the User, and their permitted successors and assigns, and there are no other third-party beneficiaries under the Agreement. None of the terms of the Agreement are enforceable by any persons who are not a party to the Agreement; however, a Client’s Agent may act in the name of and on behalf of their Client.

Notices and Consent to Receive Notices Electronically

Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications (collectively, “Notices”) under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service. Notwithstanding the foregoing, any Notices to which the Agreement refers will be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have any questions about these Terms of Service or about the Platform, please contact us at support@work-dey.com .

Notices

The WorkingFellas Platform, websites and Apps are owned and operated by Pixel Arc, Ltd., a company registered in Nigeria (Lagos State). If you have any questions about the Agreement or the Platform, please contact us by using the means listed above.

General Provisions

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists, is intended or created between you and WorkingFellas by the Agreement or your use of the Platform. Users do not have authority to act as agent for, nor to bind or make any representations on behalf of, WorkingFellas. The Agreement (including any terms linked to in and incorporated by reference into these Terms) constitutes the complete and exclusive agreement between you and WorkingFellas with respect to your use of the Platform, and supersedes any and all prior or contemporaneous agreements, proposals or communications.

Provisions and Dispute Resolution

The terms in this Section apply to all Users. To the extent that there are any discrepancies or inconsistencies between these Terms of Service and any specific provisions, the specific provisions shall prevail. A. Dispute Resolution - Arbitration Agreement PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND WORKINGFELLAS CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND WORKINGFELLAS TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS. (a) Agreement to Binding Arbitration IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND WORKINGFELLAS MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Arbitration and Mediation Act 2023 (“AMA”) and survives the termination of the Agreement and your relationship with WorkingFellas. To the fullest extent permitted by applicable law, you and WorkingFellas agree to arbitrate any and all disputes and claims (the “Claim(s)”) relating to, arising from or regarding your use of the Platform, your relationship with WorkingFellas, Jobs, or the Agreement (including previous versions), including Claims by WorkingFellas, Claims against WorkingFellas and Claims against WorkingFella’s Affiliates (including its parent company). To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, Local Government Area (LGA), state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by WorkingFellas, or the threatened or actual suspension or deactivation of your account; breach of any express or implied contract or breach of any express or implied covenant; claims arising under Federal Competition and Consumer Protection Act (FCCPA); claims arising under antitrust laws under FCCPA; claims arising under the Nigerian Communications Act, 2023 and Credit Reporting Act (CRA) 2017; claims arising under the Labour Act of 2004, National Human Rights Commission Act of 1995, Freedom of Information (FOI) Act of 2011, and Discrimination Against Persons with Disabilities (Prohibition) Act, 2018; Employee Retirement Income Security Act (ERISA) (except for individual claims for employee benefits under any benefit plan sponsored by WorkingFellas and covered by the EERISA or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims. If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and WorkingFellas agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement. If either party brings both arbitrable and non-arbitrable claims in the same action or related actions, both agree that the non-arbitrable claims shall be stayed until the conclusion of the arbitration, to the fullest extent permitted by law. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND WORKINGFELLAS ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE

Acknowledgement and Consent

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY, ACCEPTABLE USE POLICY, THE SATISFACTION PLEDGE, ALL OTHER TERMS INCORPORATED HEREIN AND THEREIN BY REFERENCE, AND AGREE THAT MY USE OF THE PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.