Services Provider Agreement

This Services Provider Agreement (the “Agreement”) is entered into as of the date of execution of this Agreement (the “Effective Date”) by and between Halluway, Inc. doing business as “GloVerse” (the “Company”), and the undersigned (the “Provider”). Company and Provider shall each be referred to herein as a “party” and collectively as the “parties”.

WHEREAS, Provider desires to engage as an independent contractor to provide certain glam and/or beauty services, including, but not limited to, hair, makeup, nails, lashes, brows, skincare, barbering, braiding, wigs, grooming, and other beauty services, to Users through Company’s mobile or tablet apps;

WHEREAS, GloVerse is licensed to Provider by Company that enables Contractor to receive requests for Services, as may be updated or modified by Company from time to time;

WHEREAS, Provider agrees to provide such services subject to the terms of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.1 “Company Data” means all data related to the access and use of GloVerse hereunder, including all data related to Users (including User Information), all data related to Recipients (including Recipient Information), all data related to the provision of Services via GloVerse, and the GloProID.

1.2 “Community Guidelines” means the community guidelines (which may be modified from time to time by Company in its sole discretion) as set forth at: https://www.gloverse.co/communityguidelines.

1.3 “GloPro ID” means the identification and password key assigned to Provider that enables Provider to use and access GloVerse.

1.4 “GloVerse” means, in relation to providers, the mobile application licensed to Provider by Company that enables Provider to receive requests from Users for Services, as may be updated or modified by Company from time to time.

1.5 “Merchant” means a business operator whose products are made available for sale to Users and Recipients via GloVerse, or its own mobile application or online platform.

1.6 “Privacy Policy” means Company’s policy with respect to personal information (which may be modified from time to time by Company in its sole discretion) as set forth at: https://www.gloverse.co/privacy.

1.7 “Recipient” means the intended recipient of goods or services being delivered by Provider in connection with Services. For the avoidance of doubt, a User may be a Recipient.

1.8 “Recipient Information” means information about a Recipient made available to Provider in connection with a request for and use of Services, which may include location, a Recipient’s name, a Recipient’s contact information, a Recipient’s signature, and a Recipient’s photo, as well as any other relevant details specific to the items delivered or services provided.

1.9 “Services” means any or all acts of providing glam and/or beauty services, including, but not limited to, hair, makeup, nails, lashes, brows, skincare, barbering, braiding, wigs, grooming, and other beauty services, as well as picking, packaging, paying or delivering glam and/or beauty products which have been ordered through the official process by Users from Merchants, and/or transportation of services or items to a location designated by Users, as an independent contractor, via GloVerse in the Territory using the applicable Transportation Method.

1.10 “Services Fee” has the meaning set forth in Section 4.1.

1.11 “Terms and Conditions” means Company’s terms and conditions (which may be modified from time to time by Company in its sole discretion) as set forth at: https://www.gloverse.co/terms.

1.12 “Territory” means the United States in which Provider is enabled by GloVerse to receive requests for the Services.

1.13 “Tolls” means any applicable road, bridge, ferry, tunnel, and airport charges and fees, including inner-city congestion, environmental, or similar charges.

1.14 “Transportation Method” means a mode of transportation selected by Provider that meets the then-current requirements of Company (based on legal and regulatory requirements) for Provider’s provision of the Services.

1.15 “User” means an end user (an individual or an entity) (including Merchants and Recipients) authorized by Company to use GloVerse for the purpose of requesting Services.

1.16 “User Information” means information about a User made available to Provider in connection with the Services, which may include location, the User’s name, the User’s contact information, the User’s signature, and the User’s photo, as well as any other relevant details specific to the items to be delivered.

1.17 “Your Device” means a mobile device owned or controlled by Provider: (a) that meets the then-current specifications for mobile devices for the use of GloVerse as set forth by Company; and (b) on which GloVerse has been installed as authorized by Company solely for the purpose of receiving requests for Services from Users.

2.1 GloPro ID. Company will issue Provider a GloPro ID to enable Provider to access and use GloVerse on a Device in accordance with this Agreement. Provider will immediately notify Company of any actual or suspected breach or improper use or disclosure of Provider’s GloPro ID or GloVerse. Where Company reasonably determines that Provider has registered its account with false information, shared its account with a third party, created improper duplicate accounts, or otherwise used its GloPro ID or GloVerse fraudulently, Company may take reasonable action, including permanently deactivating Provider’s account.

2.2 Provision of Services. When GloVerse is active, Provider may receive requests from Users for Provider to provide Services to Users as an independent contractor. Provider is free to decide whether to accept or reject or ignore such requests. If Provider accepts User requests for Services, Company will provide Provider with certain User Information, Recipient Information, and User notes via GloVerse, including (as applicable) the User’s name and the location of the applicable goods or services to be delivered. Provider acknowledges and agrees that Services requested by Users require Provider, after accepting a Service request, to commence the fulfilment of Services and complete it within a reasonable time, and report such completion in a manner designated by Company, unless otherwise specified by Company in advance. Provider acknowledges and agrees that once Provider has chosen to accept User requests for Services, Company may provide certain information about Provider to the User and Recipient, including Provider’s name, contact information, photo and location, and as applicable information about Provider’s Transportation Method. Provider shall not use GloVerse, contact any Users or Recipients or use any User or Recipient’s personal information for any reason other than for the purposes of fulfilling Services. Provider acknowledges and agrees that: (a) Provider shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Services; (b) except for GloVerse, Provider shall provide all necessary equipment, tools and other materials, at Provider’s own expense, necessary to perform Services; and (c) Provider shall be solely responsible for Provider’s own actions and omissions in the course of providing the Services.

2.3 Provider’s Relationship with Company. Provider acknowledges and agrees that Provider is providing Services as an independent contractor. This Agreement is not an employment agreement, nor does it create an employment or a worker relationship, among Company or any of its affiliates and Provider; and no joint venture, partnership, or agency relationship exists among Company or any of its affiliates and Provider. Provider has no authority to bind Company and Provider undertakes not to hold itself out as an employee, worker, agent, or authorized representative of Company. Provider acknowledges and agrees that Company’s license to Provider of GloVerse creates a legal and direct business relationship between Company and Provider, only in relation to the use of GloVerse. Company does not, and shall not be deemed to, direct or control Provider generally or in Provider’s performance under this Agreement specifically, including without limitation in connection with Provider’s provision of Services, Provider’s acts or omissions, or Provider’s operation and maintenance of Provider’s Transportation Method. Provider is entirely free to provide services to Provider’s own clients. Except as expressly set out herein, Provider shall retain the sole right to determine when, where, and for how long Provider will utilize Gloverse. Provider is under no obligation to log on or use GloVerse. Provider retains the option, via GloVerse, to accept or to decline or ignore a User’s request for Services. While providing the Services, unless required by the applicable laws or agreed among Provider and Company in writing, Provider will not (a) display Company’s name, logos or colors on Provider’s Transportation Method; or (b) wear a uniform or any other clothing displaying Company’s name, logos or colors. Provider acknowledges and agrees that it has complete discretion to provide Services or otherwise engage in other business or employment activities. Company retains the right, at any time in its sole discretion, to deactivate or otherwise restrict Provider from accessing or using GloVerse in the event of a violation of this Agreement, the Privacy Policy, Terms and Conditions, or the Community Guidelines, Provider’s disparagement of Company, or Provider’s act or omission that causes harm to Company’s brand, reputation, or business as determined by Company in its sole discretion.

2.4 Ratings.

2.4.1 Provider acknowledges and agrees that: (a) after completion of an instance of Services, a User and/or Recipient may be prompted by GloVerse to provide a rating of Provider and related to such Services and, optionally, to provide comments or feedback about Provider and related to such Services; and (b) after providing Services, Provider may be prompted by GloVerse to provide a rating of the User and, optionally, to provide comments or feedback about the User. Provider shall provide ratings and feedback (if applicable) in good faith.

2.4.2 Company reserve the right to use, share, and display Provider User and Recipient ratings and comments in any manner in connection with the business of GloVerse without attribution to Provider or Provider approval. Provider acknowledges and agrees that Company is a distributor (without any obligation to verify) and not a publisher of Provider User and Recipient ratings and comments, provided that Company reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s content policies.

2.5 Devices. Provider is responsible for the acquisition, cost, and maintenance of Your Device as well as any necessary wireless data plan that Provider uses to access GloVerse. Company grants Provider a personal, non-exclusive, non-transferable, non-sublicensable right to install and use GloVerse on Your Device solely for the purpose of providing Services. Provider agrees to not provide, distribute or share, or enable the provision, distribution or sharing of, GloVerse (or any data associated therewith) with any third party. Provider agrees that: (i) use of GloVerse on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by Provider at its own expense; and (ii) use of GloVerse on Your Device may consume very large amounts of data through the data plan. Company recommends that Your Device only be used under a data plan with unlimited or very high data usage limits, and Company, shall be responsible or liable for any fees, costs, or overage charges associated with any data plan.

2.6 Location Based Services. Provider acknowledges and agree that its geo-location information must be provided to Company via a Device in order to receive requests for and to provide Services. Provider acknowledges and agrees that: (a) its geo-location information may be obtained by Company while GloVerse is running; and (b) its approximate location will be displayed to the User and Recipient before and during the provision of Services. In addition, Company may monitor, track, and share with third parties Provider’s geo-location information obtained by GloVerse and Device for safety and security purposes.

3.1 Provider Requirements. In the interest of ensuring compliance with legal requirements, maintaining the quality of the platform and safety of all Users, Provider acknowledges and agrees that at all times, Provider shall: (a) hold and maintain (i) a valid applicable license with the appropriate level of certification to operate Provider’s Transportation Method (e.g. a valid driver’s license with the correct classifications if Provider’s Transportation Method is a motor vehicle (whether a four-wheeled vehicle, three-wheeled vehicle, or a two-wheeled vehicle) or a motorized bicycle (including an electric bicycle that is classified as a motor vehicle or motorized bicycle under relevant road traffic laws and regulations)), and (ii) all licenses, permits, approvals, notifications, and authority applicable to Provider that are necessary to provide delivery services to third parties in the Territory; (b) comply with the applicable load restrictions (including but not limited to loading capacity, the size of loaded items, and loading method) on Provider’s Transportation Method under laws and regulations; (c) possess the appropriate and current level of training, expertise and experience to provide Services in a professional manner with due skill, care and diligence; and (d) maintain high standards of professionalism, service and courtesy. Provider acknowledges and agrees that Company reserves the right, at any time at its sole discretion, to deactivate or otherwise restrict Provider from accessing or using GloVerse if Provider fails to meet the requirements set forth in this Agreement. If Company reasonably believes that Provider has provided Services without holding and maintaining a valid license with an appropriate certification level for the operation of Transportation Method (for example, a valid license for the type of vehicle, etc., if Transportation Method is a motor vehicle (whether four-wheeled, three-wheeled, or two-wheeled) or a motorized bicycle (including an electric bicycle that is classified as a motor vehicle or motorized bicycle under relevant road traffic laws and regulations)) as set forth in (a)(i) above or any license, permit, approval, notification, and authority applicable to Provider that is necessary to provide services to third parties within the Territory as set forth in (a)(ii) above, Company may take reasonable action, including reporting the matter to the police and permanently deactivating Provider’s account.

3.2 Transportation Method Requirements. Provider is free to determine the form of Transportation Method, between a bicycle, a motorized bicycle, a two-wheeled vehicle, a four-wheel small vehicle, or other methods approved by Company to the extent permitted by applicable law. Provider acknowledges and agrees that its Transportation Method shall at all times be: (a) properly registered and licensed to operate as a vehicle in the Territory (if Transportation Method is a vehicle); (b) owned or leased by Provider, or otherwise in Provider’s lawful possession; (c) suitable for performing the Services contemplated by this Agreement; (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition; and (e) properly insured. Provider agrees to inform Company in writing immediately if any of these conditions are not met. For the avoidance of doubt, these conditions are continuing obligations of this Agreement.

3.3 Documentation. To ensure Provider’s compliance with all requirements in Sections 3.1 and 3.2 above, Provider must provide Company with written copies of all such licenses, permits, approvals, notifications, authority, registrations, and certifications prior to Provider’s provision of any Services. Thereafter, Provider must submit to Company written evidence of all such licenses, permits, approvals, notifications, authority, registrations, and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, notifications, authority, registrations, and certifications from time to time, and Provider’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify Provider’s relevant documentation from time to time in any way Company deems appropriate in its reasonable discretion.

4.1 Services Fee/Costs and Expenses. In connection with Company allowing Provider access to GloVerse, Provider shall pay Company a services fee in the amount of _______ (“Services Fee”). Provider shall be responsible for any Tolls or ancillary fees, costs or expenses incurred during the provision of Services.

4.2 Changes to Services Fee. Company reserves the right to change the Services Fee at any time at Company’s discretion from time to time. Company will provide Provider with prior notice in the event of changes in the Services Fee. Provider agrees that its continued use of GloVerse after any such change in the Services Fee shall constitute Provider’s consent to such change.

4.3 No Additional Amounts. Provider acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Company may seek to attract new Users and increase existing Users’ use of GloVerse. Provider acknowledges and agrees that such advertising or marketing does not entitle Provider to any additional monetary amounts.

4.4 Taxes. Provider acknowledges and agrees that it is required to complete all tax registration obligations and calculate and remit all tax liabilities related to Provider’s provision of Services as required by applicable law. Provider further acknowledges and agrees that it is responsible for taxes on its own earnings arising from the performance of Services, including without limitation, income tax. Unless expressly stated otherwise in this Agreement, neither party shall be obligated to pay any additional amounts to the other party as a result of any withholding or deduction for or, on account of any present or future taxes, duties, assessments, or governmental charges.

5.1 When Provider receives a Service request from Users, GloVerse may display an amount (“Upfront Price”) which includes the Services Fee. Provider retains sole and complete discretion to accept, reject, or ignore the Service request and the Upfront Price.

5.2 Service Fee and the Upfront Price do not reflect or include any gratuity which a Recipient may, at their sole discretion, decide to provide Provider.

6.1 License. Subject to the terms and conditions of this Agreement, Company hereby grants Provider, a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use GloVerse solely for the purpose of receiving requests for Services from Users. All rights not expressly granted to Provider are reserved by Company and it respective licensors.

6.2 Restrictions. Provider shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other party GloVerse in any way; (b) modify or make derivative works based upon GloVerse; (c) improperly use GloVerse, including creating Internet “links” to any part of GloVerse, “framing” or “mirroring” any part of GloVerse on any other websites or systems, or “scraping” or otherwise improperly obtaining data from GloVerse; (d) reverse engineer, decompile, modify, or disassemble GloVerse, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Provider shall not, and shall not allow any other party to, access or use GloVerse to: (i) design or develop a product or service which is competitive or substantially similar to GloVerse; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of GloVerse; or (iv) attempt to gain unauthorized access to GloVerse or its related systems or networks.

6.3 Ownership. GloVerse and Company Data, including all intellectual property rights therein are and shall remain (as among Provider and Company) the property of Company or its respective licensors (as the case may be). Neither this Agreement nor Provider’s use of GloVerse or Company Data conveys or grants to Provider any rights in or related to GloVerse or Company Data, except for the limited license granted above. Other than as specifically permitted by Company in connection with the Services or with GloVerse, Provider is not permitted to use or reference in any manner Company’s or its respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone or in combination with other letters, punctuation, words, symbols, and/or designs (the “Company Marks and Names”) for any commercial purposes. Provider agrees that it will not try to register or otherwise use and/or claim ownership in any of the Company Marks and Names, alone or in combination with other letters, punctuation, words, symbols, and/or designs, or in any confusingly similar mark, name, or title, for any goods and services. Provider shall not copy, modify, distribute, sell, or lease any part of Gloverse or Company Data, nor shall Provider reverse engineer or attempt to extract the source code of Company’s software, except if allowed by law.

7.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (”Confidential Information”). Confidential Information includes Company Data, GloPro IDs, User Information, Recipient Information, and the transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

7.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents, and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company’s internal record-keeping requirements).

7.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto.

8.1 Company may collect personal data during the course of Provider’s registration for, and use of, GloVerse, or may obtain information about Provider from third parties. Such information may be stored, processed, transferred, and accessed by Company, third parties, and service providers for business purposes, including for Services, marketing, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s legitimate business needs. Provider expressly consents to such use of personal data.

8.2 Company collects and uses Provider’s personal information as provided in the Privacy Policy. Provider acknowledges that Provider has had the opportunity to review the Privacy Policy and Provider’s use of GloVerse shall be deemed Provider’s consent and acceptance of all terms thereof.

9.1 During the term of this Agreement, Provider agrees to maintain proper insurance, including general liability, workers’ compensation, and automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum legal requirements. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured party. Provider agrees to provide Company a copy of the insurance policy, policy declarations, proof of insurance identification card, and proof of payment of premiums for the insurance policy required in this Section 9.1 upon request. Furthermore, Provider must provide Company with written notice of cancellation of any insurance required by Company. Provider must be a named insured party of the insurance required in this Section 9.1 at all times.

9.2 During the term of this Agreement, Provider agrees to maintain all insurance as required by all applicable laws (including but not limited to ordinances) in the Territory.

9.3 Provider understands and acknowledges that its own insurance policy (e.g., automobile or other liability insurance policy) may not cover liabilities, comprehensive, collisions, medical payments, personal injury protection, uninsured motorists, underinsured motorists, damage to property in Provider’s care, custody, and/or control, or other matters in relation to the Services Provider provides pursuant to this Agreement. If Provider has any questions or concerns about the scope or applicability of its own insurance coverage, it is Provider’s responsibility, not that of Company, to resolve them with Provider’s insurer(s).

10.1 Provider hereby represents and warrants, during the term of this Agreement, that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (c) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, notifications, registrations, and other governmental authorizations necessary to provide (i) Services using the Transportation Method pursuant to this Agreement, and (ii) services to third parties in the Territory generally; (d) it will comply with the Community Guidelines, Privacy Policy and Terms and Conditions; (e) it has the right to engage in providing Services in the United States; and (f) the account name that Provider registered on GloVerse matches Provider’s name on documents issued by government or public authorities with respect to Provider.

11.1 EXCEPT AS EXPRESSLY PROHIBITED BY APPLICABLE LAW, PROVIDER EXPRESSLY AGREES THAT USE OF GLOVERSE IS AT PROVIDER’S SOLE RISK.

11.2 GLOVERSE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROHIBITED BY APPLICABLE LAW, GLOVERSE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. COMPANY MAKES NO WARRANTY THAT GLOVERSE WILL MEET PROVIDER’S REQUIREMENTS, OR THAT GLOVERSE WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, OR ERROR FREE; NOR MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF GLOVERSE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH GLOVERSE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

11.3 PROVIDER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH GLOVERSE IS DONE AT PROVIDER’S OWN DISCRETION AND RISK AND THAT PROVIDER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. COMPANY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH GLOVERSE OR ANY TRANSACTIONS ENTERED INTO THROUGH GLOVERSE.

11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PROVIDER FROM OR THROUGH GLOVERSE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO PROVIDER.

11.5 ANY REPRESENTATIONS REGARDING SERVICES ARE MADE SOLELY BY THE PROVIDE. SERVICE DESCRIPTIONS, SPECIFICATIONS, IMAGES, INSTRUCTIONS, WARNINGS, CERTIFICATIONS, REVIEWS, RATING, AND OTHER CONTENT MADE AVAILABLE THROUGH GLOVERSE MAY BE PROVIDED BY USERS FOR THE CONVENIENCE OF OTHER USERS. COMPANY DOES NOT INDEPENDENTLY TEST, VERIFY, OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, CONSPICUITY, OR RELIABILITY OF SUCH INFORMATION.

12.1 COMPANY DOES NOT GUARANTEE THE AVAILABILITY OF GLOVERSE. PROVIDER ACKNOWLEDGES AND AGREES THAT GLOVERSE MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO MAINTENANCE OR NETWORK FAILURE). FURTHER, GLOVERSE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES, OR LOSSES RESULTING FROM SUCH PROBLEMS.

13.1 COMPANY, ITS LICENSEES, SUCCESSORS AND ASSIGNS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING GLOVERSE, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE GLOVERSE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH GLOVERSE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF PROVIDER’S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, LOST REVENUE, LOST SAVINGS, DAMAGE CAUSED TO YOUR DEVICE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, PERSONAL INJURY, PROPERTY DAMAGE OR ANY SIMILAR DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE ARISING FROM PROVIDER’S USE OF GLOVERSE OR IN ANY WAY RELATED TO GLOVERSE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY USE OF GLOVERSE OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE. IN ANY EVENT, THE AGGREGATE LIABILITY OF COMPANY AND COMPANY’S AFFILIATES AND COMPANY’S SERVICE PROVIDERS UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500 USD). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO PROVIDER.

13.2 PROVIDER HEREBY ACKNOWLEDGES AND AGREES THAT COMPANY ACTS SOLELY AS A MARKETPLACE, PROMOTIONAL PLATFORM, AND INTERMEDIARY THAT CONNECTS USERS WITH PRODUCTS AND SERVICES OFFERED BY INDEPENDENT, THIRD-PARTY SERVICE PROVIDERS, MANUFACTURERS, SUPPLIERS, AND SELLERS. COMPANY IS NOT A MANUFACTURER, DESIGNER, IMPORTER, DISTRIBUTOR, WARRANTOR, OR SELLER OF ANY PRODUCT OR SERVICE OFFERED THROUGH GLOVERSE. COMPANY DOES NOT CONTROL THE DESIGN, MANUFACTURE, TESTING, PACKAGING, WARNINGS, INSTRUCTIONS, LABELING, SAFETY, QUALITY, LEGALITY, OR PERFORMANCE OF SUCH PRODUCTS OR SERVICES AND IS NOT A PARTY TO THE TRANSACTION BETWEEN CONSUMERS AND PROVIDER EXCEPT AS EXPRESSLY STATED. COMPANY DOES NOT INSPECT, TEST, EVALUATE, MONITOR, INVESTIGATE PRODUCTS OR SERVICES ON GLOVERSE.

13.3 COMPANY SHALL NOT BE LIABLE FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSSES, CLAIMS, OR ANY OTHER DAMAGES TO ANY PERSON OR PERSONS RESULTING OR ARISING FROM THE PRODUCTION, MANUFACTURE, SALE OR USE OF THE PRODUCTS OR SERVICES PURCHASED THROUGH GLOVERSE TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPTING FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR NON-WAIVABLE STATUTORY LIABILITIES. ANY CLAIM RELATING TO A PRODUCT’S DESIGN, MANUFACTURE, DEFECT, WARNING, SAFETY, QUALITY, PERFORMANCE, OR COMPLIANCE SHALL BE DIRECTED TO THE APPLICABLE MANUFACTURER, SUPPLIER, OR SELLER.

13.4 COMPANY, ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING GLOVERSE, SHALL NOT BE LIABLE FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOSSES, CLAIMS, OR ANY OTHER DAMAGES TO ANY PERSON OR PERSONS RESULTING OR ARISING FROM THE PRODUCTION, MANUFACTURE, SALE OR USE OF THE PRODUCTS OR SERVICES PURCHASED THROUGH GLOVERSE TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPTING FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR NON-WAIVABLE STATUTORY LIABILITIES. ANY CLAIM RELATING TO A PRODUCT’S DESIGN, MANUFACTURE, DEFECT, WARNING, SAFETY, QUALITY, PERFORMANCE, OR COMPLIANCE SHALL BE DIRECTED TO THE APPLICABLE MANUFACTURER, SUPPLIER, OR SELLER.

14.1 Provider shall indemnify, defend, and hold harmless Company, and its affiliates, respective officers, directors, employees, agents, successors, and assigns from and against any and all liabilities, expenses (including reasonable legal fees), damages, penalties, fines, social security contributions, and taxes (whichever applicable) arising out of or in relation to: (a) Provider’s breach of its representations, warranties, or obligations under this Agreement; or (b) a claim by a third party (including Users, Recipients, regulators, and governmental authorities) directly or indirectly related to Provider’s provision of Services or use of GloVerse. Company may seek reimbursement from Provider for any damages suffered by Company caused by Provider’s actions or omissions in providing Services in an unsatisfactory manner.

15.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein.

15.2 Termination and Suspension

15.2.1 Either party may terminate this Agreement in its entirety without cause at any time upon thirty (30) days prior written notice of termination to the other party. For the avoidance of doubt, Provider is under no obligation to use Gloverse. If Provider chooses to stop using GloVerse, Provider may do so at any time without needing to provide Company with notice thereof.

15.2.2 Company may, suspend Provider’s account on GloVerse and/or take any reasonable action if:

(i) Company determines, at its sole discretion, that Provider has committed a breach of this Agreement;

(ii) any act or omission by Provider, in Company’s reasonable judgement, constitutes a violation of the Community Guidelines, Terms and Conditions or has the potential to cause adverse publicity, media attention, regulatory scrutiny, or other issues that could detrimentally impact the reputation, good name, or brand of Company, including matters of public safety;

(iii) Company determines, at its sole discretion, that any act or omission by Provider may result in Provider obtaining compensation in an improper manner;

(iv) In the event of a request from law enforcement, health authorities, or other regulatory agencies, or where suspension is considered to be required for related investigations; or

(v) there is any other event corresponding to any of the items above.

15.2.3 Company may terminate this Agreement and/or Provider’s account on GloVerse if:

(i) Provider no longer qualifies, under applicable law or the terms of this Agreement, to provide Services or to operate Provider’s Transportation Method;

(ii) Company determines, in its sole discretion, that Provider has committed a material breach of this Agreement;

(iii) any act or omission by Provider, in Company’s reasonable judgement, constitutes a violation of the Community Guidelines, Terms and Conditions or has the potential to cause adverse publicity, media attention, regulatory scrutiny, or other issues that could have a material adverse effect on the reputation, good name, or brand of Company, including matters of public safety;

(iv) Company determines, at its sole discretion, that any act or omission by Provider may result in Provider obtaining compensation in an improper manner;

(v) suspension of payment, filing of a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, or other similar insolvency proceedings has occurred with respect to Provider and there will be a serious impediment to the performance of Provider’s duties;

(vi) attachment, provisional attachment, provisional disposition, preservative attachment, disposition of tax delinquency, compulsory enforcement, or public auction has been brought against Provider and there will be a serious impediment to the performance of Provider’s duties; or

(vii) there is any other event that is considered necessary to immediately terminate this Agreement and/or Provider’s account on GloVerse due to reasons attributable to Provider.

15.2.4 Once Provider’s account on GloVerse has been suspended, Provider will no longer be able to receive requests for Services. Provider may contact Company in order to re-activate Provider’s account on Gloverse which, for the avoidance of doubt, may be accepted or rejected by Company in its sole discretion.

15.3 Effect of Termination. Upon termination of the Agreement, Provider shall immediately delete and fully remove GloVerse from any of Your Devices. Outstanding payment obligations and Sections 1, 2.4, 4.3, 4.4, 6.3, 7, 8, 10, 11, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement.

16.1 Force Majeure. Neither party shall not be liable or responsible to the other, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the party.

16.2 Modification. Company reserves the right to modify the terms of this Agreement or any information referenced in hyperlinks contained in this Agreement from time to time. Provider hereby acknowledges and agrees that, by downloading, installing, or using GloVerse, and accepting Service requests from Users, Provider is bound by any future amendments and additions to information referenced in the hyperlinks contained herein, or documents incorporated herein. Continued use of GloVerse or acceptance of Service requests from Users after any such changes shall constitute Provider’s consent to such changes. Company will provide Provider with at least fourteen (14) days’ notice in the event of a material change to any clause of this Agreement that will have a material detrimental impact on Provider’s rights under this Agreement, provided that in such event Provider will have the right to terminate the Agreement immediately upon (i) receiving notice from Company; and (ii) providing written notice of such termination to Company.

16.3 Supplemental Terms. Supplemental terms may apply to Provider’s use of Gloverse and provision of Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time, and Company’s Privacy Policy and Terms and Conditions (“Supplemental Terms”). Provider may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict between them.

16.4 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

16.5 Assignment. Provider shall not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Company.

16.6 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

16.7 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

16.8 Waiver. Any waiver by either party of any term or condition of this Agreement shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and one of them shall not be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.

16.9 Notices. Any notice (including written notice) delivered by Company to Provider under this Agreement will be delivered by email to the email address associated with Provider’s GloVerse account or by posting on the portal available to Provider on GloVerse. Any notice delivered by Provider to Company under this Agreement will be delivered by contacting Company at: Halluway. Inc., 300 Marcus Avenue, Suite 1W5, Lake Success, NY 11042.

17.1 Except as otherwise set forth in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of Delaware. Provider and Company agree to submit to the exclusive personal and subject matter jurisdiction and venue of the courts located within Kent County, Delaware in the United States.