Service Agreement

Service Agreement

Last Updated February 25, 2026

This Service Agreement (the “Agreement”) is entered into as of the date the user creates their account on the Standby app (the “Effective Date”) by and between Standby Labor
Force, LLC, a Delaware Limited Liability Company, with a principal place of business at 8 The Green, STE A, Dover, Delaware, 19901 (“Standby”), and the user who is creating an
account on the Standby app, (“Client”). As of the Effective Date, any and all services provided by Standby to Client will be provided under the terms of this Agreement and any
Amendments thereto. All Project Statements (as defined below) in effect as of the Effective Date will be governed by the Agreement.

Recitals

WHEREAS, in exchange for the mutual promises contained herein, and for good and valuable consideration the sufficiency and receipt of which is hereby acknowledged,
Standby and Client agree to be legally bound as follows:

1. ACCESS TO SERVICES.

1.1 This Agreement governs your, and your authorized employees and independent
contractor end users’ (collectively “Authorized Users”), access and use of Standby’s job
posting and management services technology, training, resources, etc. (collectively,
“Services”). These services may also be provided by 3rd parties, including, but not limited to
Salesforce, AWS, various marketing agencies, etc. The specific Services are as follows:

Service
Job Posting and Management Services Technology

Description
Standby’s custom suite of SaaS solutions developed to support Standby’s clients, contractors, and employees; and proprietary knowledge and experience operating in the
communications industry.

Service
Payment

Description
For every job which the Client posts, Standby agrees to pay the amount due to workers, upon completion of jobs as specified by the time workers are checked in and out of the job
and the pay rate specified by the job poster. Standby is not responsible for setting pay rates, but for paying the amount reported via the app. The amount Standby pays to workers is
known as the Worker Compensation.

Service
Training

Description
Training of Standby’s platform will be provided by Standby upon request from Client.

Service
Customer Service

Description
Standby will respond to questions from student users and staff users that are submitted through the Contact Us page of the app or emailed to support@standbyjobs.com within a
reasonable amount of time.

Service
Background Checks

Description
If a user decides to take a background check, Standby will run the background check with our 3rd party provider, Checkr. Standby will grant the worker a “Clear Background Check”
badge if their report comes back as ‘Clear’. A ‘Clear’ background check means that the background check found:
a. A valid SSN trace
b. No records on the Sex Offender Registry
c. No records on the Global Watchlist Records Search
d. No records on the National Criminal Records Search

Users with a ‘Clear Background Check’ badge can sign up for jobs that require a background check.

1.2 Service Order. The Services will be more thoroughly described in a Service Order in
the form attached as Exhibit A and hereinafter incorporated by reference as if fully restated
herein. Services will include the offering of any materials displayed or performed via the
Services and related features (including text, data, software, graphics, photographs, images,
illustrations, audio clips and video clips made available by Standby, also known as
“Content”). The execution of this Agreement by you is construed as an acceptance of all
rates, prices, terms, and conditions under which the Services will be performed.
Modifications to this Agreement will not be binding unless acknowledged and agreed to in a
writing. In the event any term, provision, or condition of this Agreement conflicts with any
term, provision, or condition of any Service Order, the terms of the Service Order will
control.

1.3 Additional Services. Any additional Services, other than those specified above, will
require a change order and may result in additional fees. A change order must be submitted
via email to support@standbyjobs.com with the email subject “Change Order”.

1.4 Availability. Standby will use commercially reasonable efforts to ensure that the
Services are available during regular business hours. However, there will be occasions when
the Services will be interrupted or delayed for maintenance, upgrades, and emergency
repairs or due to failure of telecommunications links and equipment or failure of third-
party services or technology on which the Services depend. Standby will take reasonable
steps to minimize such disruption where it is within Standby's reasonable control. Standby
will not be liable in any event to you or any other party for any suspension, modification,
discontinuance or lack of availability of data that users have entered and stored on the app.

2. PAYMENT.

2.1 Payment shall be made to Standby Labor Force, LLC as specified in Section 2.3.

2.2 Failure to Pay. In addition to any other right or remedy provided by law, if Client fails
to pay for the Goods when due, Standby has the option to treat such failure to pay as a
material breach of this Agreement, and may cancel this Agreement and/or seek legal
remedies as described below under "Remedies on Default."

2.3 Client agrees to provide to Standby services pursuant only to this Agreement, Project
Statements, and the terms of this Section 2. Client agrees to make payments to Standby via
direct debit on the Standby app.

Client Services
Repayment of the Worker Compensation

Description
For every job which Client posts, Client will make a payment to Standby in an amount equal to the Worker Compensation within 7 days of completion of the job and/or when the
worker confirms the payment, whichever comes first.

Client Services
Payment of Service Cost

Description
For every job which the Client posts, the Client will make a payment to Standby equal to the Worker Compensation plus a service cost calculated as a percentage of the Worker
Compensation (the “Service Cost”). Unless otherwise agreed to in writing and signed by both Client and Standby, the Service
Cost shall be thirty-eight percent (38%) of the Worker Compensation. If Client commits in writing to utilize at least thirty (30) hours of labor during each
Standby Workweek (as defined in Section 2.4) through the Standby platform, the Service Cost shall be reduced to twenty-six percent (26%) of the Worker Compensation for each
Standby Workweek in which the minimum thirty (30) hours threshold is met. Failure to meet the minimum thirty (30) hours during any Standby Workweek shall result
in the Service Cost reverting to the standard thirty-eight percent (38%) rate for that Standby Workweek.
For the avoidance of doubt, Service Cost percentages are determined independently for each Standby Workweek based solely on total hours worked for Client during that
Standby Workweek.

The Service Cost is inclusive of payroll administration, employer tax obligations, workers’ compensation insurance, general liability coverage (if applicable), and platform
services. Standby reserves the right to adjust Service Cost rates upon written notice to Client if required by changes in law or insurance cost structures.

Client Services
Testimonies

Description
Client will provide Standby with at least one testimony that may be used on Standby’s website, advertisements, and other media.

Client Services
Rights to Publicize Partnership

Description
Standby has the right to convey that Standby partners with the Client for marketing purposes. The Client’s logo may be places on Standby’s website to indicate the partnership.

Client Services
Ongoing Standby Client Support Services

Description
Support would include first point of contact for client, escalating issues internally where needed, growing the relationship, and sourcing notifying Standby of client issues when
necessary.

Client Services
Payment for Background Checks

Description
If the Client’s organization requires a background check for a job, the Client agrees to pay Standby $14.99 for a background check for each worker who works the job. This charge will
only be made if it is the worker’s first time working a job for the Client’s organization after passing a background check. This fee will be charged upon the worker’s completion of
his/her first job. Each background check is run by our 3rd party partner, Checkr.

Client Services
Direct Hire Fee

Description
If the Client wishes to hire any worker introduced through the Standby platform for direct employment (whether full-time or part-time), the Client agrees to pay a one-time Direct
Hire Fee of $4,000, unless the worker has completed five hundred twenty (520) or more hours for the Client through the Standby platform prior to the offer of employment. The
Direct Hire Fee is due within 7 days of the direct hire offer being accepted. The Client agrees
not to circumvent the Standby platform to avoid this fee. Standby reserves the right to pursue legal remedies if this policy is violated.

Client Services
Support

Description
If necessary, the buyer will help Standby navigate any challenges in association with Federal guidelines and compliance.

2.4 Overtime Billing.
Standby defines its workweek as Monday at 3:00 p.m. Mountain Time (MST) through the following Monday at 2:59 p.m. MST (the “Standby Workweek”). Overtime shall be
calculated based solely on hours worked within each Standby Workweek, regardless of when payroll is processed or when payment is made.
If a worker performs more than forty (40) total hours of work for Client during a Standby Workweek, Client agrees to pay Standby for all hours worked in excess of forty (40)
hours at a rate equal to one and one-half (1.5x) the hourly rate applicable to the shift(s) that caused the worker’s total hours to exceed forty (40) hours during that Standby Workweek.

If a shift spans across the end of a Standby Workweek, hours shall be allocated to the applicable Standby Workweek based on the actual time worked before and after the
Standby Workweek boundary. Overtime billing shall apply only to hours worked for the specific Client during the
applicable Standby Workweek. Client acknowledges that overtime calculations are based solely on total hours worked for Client within the Standby Workweek and may differ
from Client’s internal payroll week or scheduling structure.

For the avoidance of doubt, the Service Cost percentage shall be calculated based on the total Worker Compensation paid, including any overtime compensation.

3. DELIVERY.

3.1 Time is of the essence in the performance of this Agreement. Client will arrange a
date on which Standby will give the buyers access to the application.

4. WARRANTIES.

4.1 Standby warrants that the Goods shall be free of substantive defects in material and workmanship.
STANDBY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF STANDBY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
CLIENT ACKNOWLEDGES THAT STANDBY SHALL IN NO EVENT BE LIABLE TO YOU OR
ANY AUTHORIZED USER FOR ANY DAMAGES RELATED TO WORKER’S COMPENSATION
AND/OR PERSONAL INJURIES CLAIMS RELATED TO THE WORK PERFORMED IN
RESPONSE TO A JOB POSTING ON STANDBY’S JOB POSTING APPLICATION.

4.2 Representations and Warranties; Disclaimers

4.2.1 Each party represents and warrants that it has the full power and authority to enter
into this Agreement and perform its obligations under this Agreement.

4.2.2 The Services may contain, or direct you to sites containing, information that some
people may find offensive or inappropriate. Standby makes no representations concerning
any content contained in or accessed through the Services, and Standby will not be
responsible or liable for the accuracy, copyright compliance, legality or decency of material
contained in or accessed through the Services. THE SERVICES ARE PROVIDED ON AN “AS
IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME
JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE
LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO
DETERMINE IF THIS EXCLUSION APPLIES TO YOU.

4.2.3 TO THE FULLEST EXTENT ALLOWED BY LAW, STANDBY DISCLAIMS ANY
LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY,
COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL PROVIDED THROUGH
THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT STANDBY IS NOT
RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM: (i) USE OF THE SERVICES;
(ii) DOWNLOADING INFORMATION CONTAINED ON THE SERVICES; (iii) UNAUTHORIZED
DISCLOSURE OF IMAGES, INFORMATION OR DATA THROUGH THE SERVICES; AND (iv)
THE INABILITY TO ACCESS OR RETRIEVE ANY CUSTOMER DATA FROM THE SERVICES,
INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR ANY SIMILAR
DESTRUCTIVE PROGRAM.

5. DEFAULT.

5.1 A party shall be considered in default should it fail to fulfill the terms and
requirements of the Agreement, as further set forth herein. Additionally, the occurrence of
any of the following shall constitute a material default under this Agreement:

a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment
for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Goods in the time and manner provided for in this Agreement.

6. REMEDIES ON DEFAULT.

6.1 In addition to any and all other rights a party may have available according to law, if
a party defaults by failing to substantially perform any provision, term or condition of this
Agreement (including without limitation the failure to make a monetary payment when
due), the other party may terminate the Agreement by providing written notice to the
defaulting party. This notice shall describe with sufficient detail the nature of the default.
The party receiving such notice shall have 10 days from the effective date of such notice to
cure the default(s). Unless waived by a party providing notice, the failure to cure the
default(s) within such time period shall result in the automatic termination of this
Agreement.

7. FORCE MAJEURE.

7.1 If performance of this Agreement or any obligation under this Agreement is
prevented, restricted, or interfered with by causes beyond either party's reasonable control
("Force Majeure"), and if the party unable to carry out its obligations gives the other party
prompt written notice of such event, then the obligations of the party invoking this
provision shall be suspended to the extent necessary by such event. The term Force Majeure
shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of
infectious disease or any other public health crisis, including quarantine or other employee
restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of
military or civil authority, or by national emergencies, insurrections, riots, or wars, or
strikes, lockouts, work stoppages, or supplier failures. The excused party shall use
reasonable efforts under the circumstances to avoid or remove such causes of non-
performance and shall proceed to perform with reasonable dispatch whenever such causes
are removed or ceased. An act or omission shall be deemed within the reasonable control of
a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

8. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership. You understand and agree that Standby is the sole and exclusive owner
of all intellectual property used in and created by Standby under the terms of this
Agreement, including, but not limited to, all right, title, and interest in and to the Services
and Content and all trademarks, copyrights, and patents, whether registered or
unregistered, and all trade secrets, ideas, designs, business methods, creative works,
processes, and data contained therein (“Intellectual Property”). In the performance of the
Services under the terms of this Agreement, Standby may use its Intellectual Property in the
creation of work product, which may include custom design, programming, modules,
plugins, or integrations (“Work Product”). You understand and agree that Standby remains
the owner of all right, title, and interest in and to both its Intellectual Property and any
Work Product created under the terms of this Agreement.

9.2 Access. Subject to the terms and conditions of this Agreement, Standby grants to you
and your Authorized Users a non-exclusive, limited, revocable, worldwide, nontransferable
right and license (without right to sublicense) to access and use the Services, solely for your
and your Authorized Users’ internal business purposes.

9.3 Restrictions. You may not (except as provided in this Section of this Agreement)
modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative
works based on, distribute, perform, display, or in any way exploit, any of the Content,
software, materials, or Services in whole or in part. Nor will you attempt to circumvent any
of Standby’s technical measures, or decompile, reverse engineer, or disassemble the
Services.

9.4 No Further Rights. Except as expressly stated in this Agreement, under no
circumstances will a party obtain any rights to any IP, technology, know-how, patents, or
products of the other party.

10. COPYRIGHT

10.1 Infringement. In accordance with the Digital Millennium Copyright Act (“DMCA”)
and other applicable law, Standby has a policy of terminating, in appropriate circumstances
and in its sole discretion, account holders who are deemed to be repeat infringers. Standby
may also terminate the accounts of any users who infringe any intellectual property rights
of others, whether or not there is any repeat infringement.

10.2 Notification. If you think anyone has posted material to Services that violates any
copyrights or other intellectual property right, you can notify Standby at
support@standbyjobs.com. Upon receipt of such complaint, we may take whatever action,
in our sole discretion, we deem appropriate, in accordance with applicable law (including
with the safe harbor provisions of the Digital Millennium Copyright Act (DMCA)).

10.3 Notification Requirements. Please see 17 U.S.C. §512(c)(3) for notification
requirements. Standby may give notice of a claim of copyright infringement to users by
means of a general notice, electronic mail or by written communication.

11. CUSTOMER DATA/PRIVACY/SECURITY

11.1 Customer Data. For any data you provide to Standby, including data regarding your
end users (including any personal data contained therein) (“Customer Data”), you grant
Standby a non-exclusive, worldwide, royalty-free, transferable license to use, modify,
reproduce, and display such Customer Data (including all related intellectual property
rights) to provide and improve the Services. You represent and warrant that you: (i) have
the right to grant Standby the rights set forth above; (ii) own all right title and interest or
possess sufficient license rights to Customer Data to permit the use contemplated under this
Agreement; and (iii) you will not contribute any Customer Data that: (a) infringes any
intellectual property right, proprietary right, or the privacy or publicity rights of another, is
libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise
violates any law or right of any third party; (b) contains a virus, trojan horse, worm, or
other computer programming routine or engine intended to detrimentally interfere with
any system, data or information; or (c) causes damage to the systems of Standby or its users
in any way.
You bear all responsibility and liability for the accuracy, completeness, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or right of the
Customer Data and Standby’s access, possession and use as permitted herein.

11.2 Privacy. If you disclose Customer Data which includes personally identifiable
information or information that could be used to identify an individual, you represent and
warrant that: (i) you comply with all applicable laws relating to the collection, use, and
disclosure of such personal data including, but not limited to, the General Data Protection
Regulation and California’s Shine the Light Law and Consumer Privacy Act; (ii) you maintain
and abide by a privacy policy that complies with all applicable laws; (iii) you have made all
required notifications and obtained all required consents and authorizations from your end
users relating to the disclosure of end user personal data to a provider like Standby; and
(iv) you are responsible for assessing whether or not Standby’s Services are appropriate for
you with respect to your obligations under any applicable laws or regulations. You further
acknowledge and agree that your indemnity obligation under the “Indemnity” section below
applies to your disclosure of personal data under this Agreement.

11.3 Security. At all times during the term of this Agreement, Standby will maintain
commercially appropriate technical and organizational measures in accordance with
industry standards to protect Customer Data against unauthorized or unlawful transfer,
processing or alteration and against accidental or unauthorized access, loss, damage,
processing, use, transfer or destruction. Standby reserves the right to remove any Customer
Data from the Services at any time, for any reason or for no reason at all, though Standby
will make commercially reasonable efforts to alert you of such actions as soon as
practicable. Standby may, but is not obligated to, monitor Customer Data and remove any
content or prohibit any use of the Services, including by refusing to send e-mail to your end
users, if Standby believes in its sole discretion such content or use may be (or is alleged to
be) in violation of this Agreement or any applicable laws or may impact delivery. All
information transmitted through the Services is the sole responsibility of the party from
whom such information originated. Standby does not assume liability for any Customer Data.

11.4 Restrictions. You may not post or transmit, or cause to be posted or transmitted, any
communication designed or intended to obtain password, account, or private information
from any Standby user. Standby will not be liable for any failures in the Services or other
problems which are related to your Customer Data or any equipment or service outside of
Standby’s facilities or control. You will not use any part of the Services to violate the
security of any computer network, crack passwords or security encryption codes, transfer
or store material that is deemed threatening or obscene, or engage in any kind of illegal
activity. You will use the Services only in compliance with all applicable laws (including
policies and laws related to spamming, privacy, intellectual property, consumer and child
protection, obscenity, or defamation). You are responsible for determining whether the
Services are suitable for you to use in light of any regulations like HIPAA, EU Data
Protection Laws, or other laws.

12. CONFIDENTIALITY

12.1 Both parties acknowledge that during the course of this Agreement, each may obtain
confidential information regarding the other party's business. Both parties agree to treat all
such information and the terms of this Agreement as confidential and to take all reasonable
precautions against disclosure of such information to unauthorized third parties during and
after the term of this Agreement. Upon request by an owner, all documents relating to the
confidential information will be returned to such owner.

12.2 Definition. “Confidential Information” means all non-public information that a party
designates in writing or orally as being confidential, or which under the circumstances of
disclosure ought to be treated as confidential, including the terms and conditions of this
Agreement; a party’s source code; a party’s business policies or practices; and a party’s
customers or suppliers. Each party agrees: (i) to hold the Confidential Information of the
other party in strict confidence; (ii) not to disclose the other party’s Confidential
Information to any third party except as authorized under this Agreement; (iii) to use
Confidential Information only for the purpose(s) for which it was originally disclosed and
for fulfilling its obligations under this Agreement; and (iv) to return or destroy the other
party’s Confidential Information upon request at the termination or expiration of the
Agreement. Confidential Information does not include information that: (A) is or becomes
known to the public through no fault of the receiving party; (B) is known to the receiving
party prior to its receipt or becomes known to the receiving party by disclosure from a third
party who has a lawful right to disclose the information; (C) was independently developed
by the receiving party, as reasonably established by said party; or (iv) is authorized to be
disclosed by prior written consent of the disclosing party.

12.3 Disclosure. Neither party has a proprietary interest in the Confidential Information
of the other party. Standby, however, may use and disclose any knowledge and ideas
acquired in connection with the Services to the extent they are retained in the unaided
memory of its personnel. Further, Standby maintains the right to disclose to the public that
the seller’s product is being used at the organization at which Client is associated with on
the Standby app. Standby may use the Client’s logo to disclose this partnership on Standby’s
website, social media, or other content-sharing platforms. Standby may also disclose to the
public quantitative job posting statistics for marketing purposes.

12.4 Return or Destruction of Confidential Information. Unless otherwise required by
applicable law, within sixty (60) days of the termination of this Agreement for any reason, a
receiving party must: (i) cease the use of all Confidential Information of or relating to the
disclosing party (or any affiliate of the disclosing party); (ii) delete, and upon request certify
that it has deleted, all documents and other materials in its possession or control
containing, recording, or constituting that Confidential Information.

13. INDEMNITY

13.1 By Client. Client agrees to indemnify and hold harmless Standby (and its affiliates,
subsidiaries, shareholders, officers, directors, employees, contractors, agents and
representatives, collectively “Indemnified Parties”) against any and all damages, cost, claim,
liability or expense any of the Standby Indemnified Parties incur arising out of or related to:
(i) the use or misuse of the Services; (ii) the infringement of a third party’s copyright,
trademark, patent, trade secret, or other intellectual property or proprietary rights; (iii)
Standby’s use of Customer Data provided by you; or (iv) breach by you of any
representation or warranty set forth in this Agreement. Client further agrees to indemnify
Standby’s Indemnified Parties from and against any and all damages, cost, claim, liability, or
expense sought by a third party arising out of, relating to, or resulting from a third party’s
performance of the work or job posted by Client on Standby’s platform. A third party means
any entity other than the parties to this Agreement and their respective directors, officers,
employees, contractors, and agents. If any action is or will be brought against Standby with
respect to any allegation for which indemnity may be sought, you will provide reasonable
cooperation to Standby, at your expense, to defend against or settle any such claim. Your
obligation to defend Standby under the terms of this Agreement will not provide you with
the ability to control Standby’s defense, and Standby reserves the right to control its
defense and select its counsel.

13.2 By Standby. Standby agrees to indemnify and hold harmless Client Indemnified
Parties against any and all damages, cost, claim, liability, or expense any of the Client
Indemnified Parties incur as a direct result of: (i) Standby’s violation or infringement of any
third-party rights (including any rights of privacy or publicity); and (ii) Standby’s breach of
its confidentiality obligations or applicable law. A third party means any entity other than
the parties to this Agreement and their respective directors, officers, employees,
contractors, and agents. If any action is or will be brought against you with respect to any
allegation for which indemnity may be sought, Standby will provide reasonable cooperation
to you, at Standby’s expense, to defend against or settle any such claim. Standby’s obligation
to defend you under the terms of this Agreement will not provide Standby with the ability to
control your defense, and you reserve the right to control your defense and select your
counsel.

14. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY
FOR ANY LOSS OF PROFITS OR INCOME, OR OTHER CONSEQUENTIAL, COMPENSATORY,
PUNITIVE, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, ARISING OUT OF OR RELATED TO ERRORS OR OMISSIONS, OR THE
AVAILABILITY OF THE SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES
IS AT YOUR SOLE RISK. YOU FURTHER ACKNOWLEDGE THAT IN NO EVENT WILL
STANDBY BE LIABLE TO YOU, YOUR, YOUR STAFF, OR ANY OTHER AUTHORIZED USER
FOR PHYSICAL INJURY OR OTHER DAMAGES RESULTING FROM PARTICIPATION IN OR
PERFORMANCE OF WORK ASSOCIATED WITH A JOB POSTING ON STANDBY’S JOB POSTING APPLICATION.

15. MISCELLANEOUS

15.1 Relationship. Standby’s relationship with Client is that of an independent contractor,
and nothing in this Agreement is intended to, or should be construed to, create a
partnership, agency, joint venture, or employment relationship.

15.2 Entire Agreement; Counterparts; Amendments. This Agreement including the
documents referenced herein, constitutes the entire agreement between the parties relating
to this subject matter and supersedes all prior or contemporaneous oral or written
agreements concerning such subject matter. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered will be taken to be
an original; but such counterparts will together constitute one and the same
document. This Agreement may only be modified or amended if the amendment is made in
writing and signed by both parties.

15.3 Notices. Any notice or other communications required or permitted under this
Agreement will be valid only if in writing and delivered in person, delivered via e-mail, or by
certified mail, return receipt requested, to the addresses listed above or to such other
address as one party may have furnished to the other in writing.

15.4 Governing Law; Venue. This Agreement will be governed in all respects by the laws
of the United States of America and by the laws of the State of Delaware, without regard to
its conflicts of laws principles. Client irrevocably submits to exclusive venue and exclusive
personal jurisdiction in the state courts in Kent County, Delaware for any dispute arising out
of this Agreement, and waives all objections to exclusive jurisdiction and venue of such courts.

15.5 If any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.

15.6 No waiver. The failure of either party to exercise in any respect any right provided
for herein will not be deemed a waiver of any further rights hereunder. If any provision of
this Agreement is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this Agreement will otherwise remain
in full force and effect and enforceable.

15.7 Assignment. Except as set forth herein, this Agreement is not assignable,
transferable or sublicensable by either party, without the other party’s prior, written
consent. Upon written notice, either party may transfer, assign, or delegate this Agreement
and any or all of its rights and obligations to its successor-in-interest in the event of an
acquisition, merger, or change of control or to an entity controlling, controlled by or under
common control with the party.