1. SCOPE

www.tod-z.com is an online Platform operated by todZ OÜ ("We"). We are registered in Estonia under company registration number 14861771 and have our registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 12, 10151.

To contact us, please email us on info@tod-z.com. By using our Platform, The Talent hereby acknowledges his understanding and accepts these terms.

These Terms of Use constitutes a legal agreement between persons who desire to contract for freelance Services (the “Client”) and todZ OÜ, a private limited company, and its subsidiaries and affiliates (collectively, “tod-Z” or “us”), and providers of freelance services to Users (“Talent or Todder”) and tod-Z.

These Terms govern your use of our platform that facilitates communications between Clients and Talents offered through our website located at www.tod-z.com, as it may be modified, relocated, and/or redirected from time to time. Our services, platform and website are collectively referred to as the “Platform” References to “you” or “your” means the applicable Client or Talent.

You agree that your access to use the Platform means you have read, understood, and agree to be bound by all these Terms and Conditions. which establishes a contractual relationship between you and tod-Z. If you do not agree to these Terms, you may not access or use The Platform. These Terms expressly supersede any type of prior agreements or arrangements with you. tod-Z may immediately terminate these Terms with respect to you, or generally cease offering or deny access to the tod-Z Platform or any portion thereof, at any time for any reason in case of reaching any of the Terms and Conditions stipulated herein.

Please note that you should review our Privacy Policy and these Terms carefully and immediately cease using our services if you do not agree to these Terms. In case of not fully understanding any clause of these Terms and Conditions, please contact us directly at info@tod-z.com to clarify inquiries.

2. DEFINITIONS

“Account/s” The account associated with user’s email address.

“Client/s” User who is registered in the Platform to hire talents and create projects.

“Escrow” is a neutral holding place where money is held until the project is completed.

“Platform” Including website and any services offered by tod-Z through the website

“Project/s” The task created through the Platform where Clients and Talents engage.

“Project Owner ID” an identification number assigned by tod-Z to the Client/s.

“Talent/s or Todder” The User that offers and provides services or identifies as a Talent through the Platform.

“T&C” Terms and Conditions

“Third Party” any other party that provides services to tod-Z in relation to the tod-Z Platform.

“Todder ID” an identification number assigned by tod-Z to the Talent/s.

“User/s” Client and Talent who uses the Platform.

“Website” www.tod-z.com

3. SERVICES

Subject to the terms of this agreement, tod-Z offers Clients a Talent Platform to operate a marketplace to find suitable Talents for providing freelance Services for specific projects. tod-Z’s services reduce time and cost on application, skills assessment, and selection process.

tod-Z provides Services to Clients and Talents, including hosting and maintaining the tod-Z Website, enabling the formation of project assignments and execution of payments. When a Client and a Talent start a project in the Platform, they can use the Platform to engage, communicate, execute tasks, and pay online.

In doing so tod-Z is not a contractual partner of the Services offered between Clients and Talents but functions solely as an intermediary and technical interface between the Client and Talent. The respective Talent is solely responsible for the content, the quality of performance, description and execution of the service offers.

4. ACCOUNTS AND RECRUITMENT PROCESS

4.1 Registration

To be registered as a Talent for sending and receiving work offers in the Platform. The Talent shall first create an account through tod-Z’s Platform; however, the approval of the Talent’s Account is subject to passing the recruitment process by tod-Z and its Third Party services providers.

4.2 Recruitment Process

• After the Talent creates an Account, such an Account shall be subject to profile screening,

• If the Talent passes the profile screening, they will be invited to do an aptitude/cognitive test,

• Upon passing these tests, the Talents will be invited to take a technical test assessment,

• Consequently, a live web interview will take place for final assessment of the Talents.

In case the Talent passed all required assessments and tests by tod-Z. the Talent will be assigned their hourly rate by tod-Z as per section 4.1, if the Talent approves the rates they accordingly will have a profile created on the Platform to apply to the Projects offered by Clients in tod-Z under the regulations made in these Terms and Conditions.

In the event that the Talent fails in any of the abovementioned steps, they can re-apply with tod-Z after 3 months from the previous registration.

4.3 Sending offers to Clients

After the Talent’s registration to create an account to access our marketplace has been approved by us, the Talent will be able to communicate anonymously (as per section 4.6) with the Client, receive requests and respond to Client’s requests in the Platform by sending an offer to the Client stating the exact hours and days needed to complete the potential Project.

The Talent shall respond to the Client’s request by sending the offers to the Client within 5 working days, in case the Talent did not answer the request within the determined days, the Client’s request to the Talent will be withdrawn automatically.

Once the Client accept the Talent’s offer, the Client and Talent agree that they will communicate anonymously and exclusively through our Platform during sending the requests, hiring process and all the duration of the Project until completion.

4.4 Extension of Project’s Duration

In the event that the Client or the Talent needs to extend the Project’s period for any reason, they shall communicate it to the other User and it shall be approved by both Users in order to extend the Project’s duration in the Platform.

4.5 Talents Hourly Rates

Upon passing all assessments and tests carried out by tod-Z and their Third Parties service providers. Thus, tod-Z evaluate and asses the hourly rate that shall be assigned to the Talent. The hourly rate assessment is subject to the Talent’s skills, experience, and assessments scores as per our Anti-Bias and Anti-Discrimination approach for hiring Talents and not based on gender, nationality, or race.

4.6 Anonymity

tod-Z adopts an Anti-Bias and Anti-Discrimination approach for hiring Talents and assigning their hourly rates. As the assessment of Talents and their hourly rate assignment are only based on their skills and qualifications. therefore, Users agree to maintain complete anonymity while working on Projects via tod-Z Platform.

The Talent acknowledges and agree that:

The Talent acknowledges and agrees that their identity shall remain anonymous while interacting with the Talent. and shall not reveal their identity through the whole Project duration thus, upon registration the Talent is assigned a identification number (Todder ID) which shall be renewed for each Project by tod-Z and it is the only identifiable way during a Project or any form of communication between the Users to maintain the confidentiality of the working process.

The Client’s identity is completely anonymous. The Client is assigned an identification number (Project Owner ID) which shall be renewed for each Project by tod-Z and it is the only identifiable way during a Project or any form of communication between the Users to maintain the confidentiality of the working process.

It is prohibited to exchange personal information and/or reveal the identities of the Talents to the Clients. In case the Talent reveal their identities, they will be subsequently banned from using the Platform and their accounts will be deleted for 1 year.

4.7 Duration

The Duration of the Projects starts from 1 day until 6 months. However, as per tod-Z it is not permitted to create a Project exceeding 6 months.

In the event that the Talent breaches the terms of Section 4, their Accounts will be deleted from The Platform and they will be banned from using the Platform in the future. Other claims which the contractual penalty is used to offset shall however remain unaffected.

5. TALENT’S OBLIGATIONS WHILE USING THE PLATFORM

You acknowledge and agree that:

• You provided accurate and up to date information and that you have only created one Talent account for use on the Platform. The aforementioned also applies when the Talent has registered on the Platform via third-party sites such as LinkedIn and has used the information stored on said sites. tod-Z reserves the right to ban access to both accounts and use of the Website in the event of the Talent having provided false, incorrect, outdated, or incomplete information.

• You are not allowed to use any automated system and neither are you allowed to assist others in using an automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Platform in a manner that sends more request messages to tod-Z’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that tod-Z grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly on the publicly available searchable indices of the materials, not caches or archives of such materials)

• You shall not take any action or actions that tod-Z determine, in our sole discretion, imposes, or may impose, an unreasonable or

• You shall use the Platform solely for itself. Transferring registration data for use of the Platform to third parties is forbidden.

• You shall act within the bounds of common decency when using the Platform and you shall not harass, bully, or harm other Users.

• You shall not to impersonate any person or legal entity, use a fictitious name, or misrepresent your affiliation with a person or legal entity.

• Should the data given by registered Talents changes, they are obligated to immediately change their data in the Platform. You guarantee that all the information provided is always correct and up to date.

• You are not allowed to upload invalid data, viruses, worms, or other software agents through the Platform.

• You are not allowed to access the Platform through any technology or means other than those provided or authorized by the Platform (and access to Platform through virtual private network or proxy is expressly forbidden).

• You shall not to hack, spam or phish tod-Z or any User on tod-Z’s Platform.

• You shall not cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of tod-Z’s Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.

• The Talent will not use the Platform for any illegal or unauthorized purpose and agrees that it will not create any projects that violate applicable laws or regulations. In the case of suspecting that the Project the Talent is working on is in violations of applicable laws, the Talent shall report that to that to tod-Z.

• You shall not upload any content to tod-Z’s Platform that includes any third-party intellectual property unless you have permission from the rights’ owner to do so.

• That tod-Z may terminate your account for violating any of your obligations, for violating applicable law, any other provision in these T&Cs, or for any other lawful purpose or at our discretion, with or without notice.

• In the event that the Talent cannot continue performing a task for any reason, the Talent shall communicate that to the Client and notify tod-Z team by email to info@tod-z.com about the inability to continue to allow tod-Z to perform the necessary measures.

• tod-Z is solely responsible for the quality of the recruitment and selection process of the Talents; however, tod-Z shall not be liable for the Talent’s performance or quality of work.

• The relationship between Clients and Talents is that of an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between any Client and any Talent. Nothing in these Terms shall in any way be construed as forming a joint venture, partnership, or an employer-employee relationship between tod-Z and any Client or Talent.

• tod-Z merely provides Clients a Platform, high quality recruitment and screening of Talents and the web-based software tools to enable them to find and connect with Talents. Talents and Clients are solely responsible for any issues arising from the use of tod-Z’s Platform.

6. PAYMENT TERMS AND FEES

6.1 External payment service provider MangoPay S.A.

The Talent must create an account with our Third-Party service provider upon their approval and account creation on the tod-Z Platform. Thus, Payments will be transferred to the Talent on their e-wallet account held by MangoPay, S.A.

All payments shall be made via the payment service provider MANGOPAY S.A., 59 Boulevard Royal, L-2449 Luxembourg. The Users must enter into a contractual relationship with MANGOPAY S.A. in respect of payment processing. This is subject to the Terms and Conditions of MANGOPAY S.A., which can be prompted here.

The Users undertakes to submit all required documents and records that are requested by MangoPay S.A.

6.2 Availability of using MangoPay S.A. in certain Countries

The payment services of MangoPay S.A. are only available in certain countries. A positive list of countries can be found here . The basis of tod-Z business is the provision of the payment service by MangoPay S.A. Should MangoPay S.A. discontinue its services in certain countries, the use of tod-Z also ends in the affected region.

6.3 Commission

The Talent acknowledges and accepts that tod-Z’s commission shall be deducted from the total project cost as per tod-Z’s commission table structure below.

The commission is determined as follows:

6.4 Short Term Projects (1 to 30 days)

The payment will be transferred to the Talent upon completion of the Project which is subject to the Client’s approval and acceptance of the delivery submitted by the Talent and as per section 6.3.

6.5 Long Term Projects (31 days to 6 months)

The payment will be transferred to the Talent on instalments, depending on the Project’s duration and milestones as follows:

Each payment will be transferred to the Talent upon completion of the Project which is subject to the Client’s approval and acceptance of the delivery submitted by the Talent and as per section 6.3.

7. TAXES AND VAT

tod-Z may be required by applicable law to collect taxes such as VAT in the jurisdiction of the Talent In such instances, any amounts tod-Z is required to collect or withhold for the payment of any such taxes shall be paid by the Client without any liability on tod-Z.

8. OBLIGATION TOWARDS CONFEDENTIALITY AND SENSITIVE DATA

Users agree and are obliged to protect “Confidential Information” and all output as attained through tod-Z interactions.

This includes but is not limited to, sensitive data, and personal information (including Name, Contact Information and Professional Profile), the identity of Clients, information about Projects, information about any actual or potential business, investment or trading decisions, or transactions of any Client, the terms and conditions in all Service Contracts or other agreements executed with Clients, your Content, and any other non-public or proprietary information of the Company or its Clients.

You hereby represent and warrant that you will not incorporate into any Work Product confidential information obtained in any Interaction, any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional Services to the Receiving Party subject to obligations of confidentiality.

It is prohibited and a breach of this agreement to publish or make publicly available Users views, Identity or personal.

The obligations above also apply to the period after the contract has been terminated. This only exception to this obligation is information that is already in the public domain at the time of becoming known, i.e. easily accessible by any third party; information that has, upon becoming known, been made available lawfully to a contracting party by a third party that is not subject to any confidentiality obligation vis-à-vis the other party in this respect; information that must be surrendered to a statutory authority or agency upon request; and information that needs to be communicated to legal or tax advisers, or other persons bound by a professional code of confidentiality, engaged by the other party for the purpose of providing advice

tod-Z shall not be held liable for the information exchange between Users, and all Users acknowledge they assume full responsibility to all information in this regard.

In the case the Talent breaches section 8, tod-Z shall reveal the identity of the Talent to the Client in order to take the necessary measures in case the Client decided to take legal action against the Talent, thus tod-Z shall not be liable for any breach of confidentiality arises from the Talent or any consequences arises from such breach.

9. CONDUCT

All Users agree that they will not use the Services offered by tod-Z Platform for fraudulent purposes or to engage in any offensive, indecent, or objectionable conduct. You acknowledge that any breach of these standards of conduct may result in legal proceedings.

10. ELIGIBILITY

The Platform is available for use only to legal entities or persons who are 18 years or older. Users hereby represent and declares that all information provided is true and correct to the best of your knowledge.

11. CLOSING YOUR ACCOUNT

You may close your Account at any time. The option is located in the Account Settings.

Account closure is subject to:

• Not having any outstanding Projects on the Platform.

• Resolving any outstanding matters (such as paying any outstanding fees or amounts owing on the Account to tod-Z)

12. SOCIAL MEDIA

As part of the functionality of the tod-Z Platform, you may link your account with online accounts you have with third-party service providers such as LinkedIn and Facebook (each such account, a “Third-Party Account”) by either: (1) providing your third party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.

By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site.

Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

13. INTELLECTUAL PROPERTY RIGHTS

tod-Z has the exclusive rights to all copyrights, trademark, or other neighbouring/related rights to the Website that it makes available to the Users under the provisions of this contract. These rights are unrestricted in terms of place, limited in terms of time, non-exclusive and not transferable. tod-Z has obtained the relevant exploitation rights for third party rights.

The Users may not use the Platform for purposes other than those offered by tod-Z. Neither are they permitted to activate functions on the Platform not already activated, to transfer the rights of use to any third party, to allow third parties unauthorised access to the recruitment service offered by tod-Z, or to remove, modify or conceal references to tod-Z’’s lawful neighbouring rights. Except in the cases permitted by law, the Client may not change, duplicate, decompile or translate talent’s source code.

14. LICENSES AND OWNERSHIP

14.1 Platform Ownership

The Platform design is protected by Intellectual Property laws. You acknowledge and agree that tod-Z own all right, title and interest in and to The Platform (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests.

Any feedback or suggestions for modifications or upgrades to The Platform may be incorporated but will become the sole Intellectual Property of tod-Z. You hereby assign to tod-Z all right, title and interest that you may have in and to any and all Feedback.

14.2 Licensing to Use by Clients and Talents

Subject to acceptance and compliance to this T&Cs, tod-Z provides the Users a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use tod-Z’s platform for the Client to search and hire Talents and/or for the Talent to seek freelance opportunities. The Users acknowledge and agree that the limited rights granted to you to access and use tod-Z’s Platform comprise a limited license and do not constitute the sale of any software program or other intellectual property.

14.3 Licensing to tod-Z

Solely for the purposes of operating or improving the Platform , when you upload content to the Platform, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferrable license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Content. The Users warrants that they are the owner of all rights necessary for uploading contents on the Platform, and that they are fully entitled to effectively grant tod-Z the rights as described above. The Users warrants furthermore that the use of the contents according these T&Cs does not violate or infringe any intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

14.4 Ownership of Work Deliverable

All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by the Talent during the course of working on the Client's Project (collectively the "Work Deliverable") shall belong exclusively to the Client. The Talent hereby assigns, and shall assign at the time of creation of the Work Deliverable, without any requirement of further consideration, any right, title, or interest the Talent may have in such Work Deliverable, including any copyrights or other intellectual property rights pertaining thereto.

The Users acknowledge and agree that tod-Z may preserve and/or disclose the content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these T&Cs; (c) respond to claims that any of your content violates the rights of third parties; or (d) protect the rights, property, or personal safety of tod-Z, its employees, representatives and agents, as well as tod-Z’s Platform Users and the general public.

15. THIRD PARTY SERVICES AND CONTENT

The Platform may be made available or accessed in connection with Third Party services and content that belong to or originate from third parties Such Third-Party websites and Third-Party Content are not monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party websites accessed through the Website.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the tod-Z Website or relating to any applications you use or install from the Website. Any purchases you make through Third-Party websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable Third Party.

You agree and acknowledge that we do not endorse the products or services offered on Third-Party websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party websites.

16. THIRD PARTY INVOLVEMENT

tod-Z reserves the right to appoint Third Parties to execute and/or effect part or all of the services it agrees to provide under the terms of this T&Cs. Any User data will be made available to such Third Parties only within the designated purpose of the contractual relationship, such Third Party is obliged to comply with this T&Cs, in addition all guidelines and regulations provided by tod-Z.

17. WARRANTY DISCLAIMER

The Talent agrees that the information contained in this Website is for general information purposes only, the information provided by tod-Z while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

The services are provided “as is” and “as available.” tod-Z disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, in addition, tod-Z makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services or any Services or goods requested through the use of the services, or that the services will be uninterrupted or error-free, tod-Z does not guarantee the quality, suitability or ability of third party providers , you agree that the entire risk arising out of your

use of the services, and any services or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

18. LIMITATION OF LIABILITY

tod-Z liability is limited to its essential contractual obligations. Essential contractual obligations are those obligations that must be fulfilled to make performance of the contract possible in the first place and the fulfilment of which the contracting parties can ordinarily rely on.

Where tod-Z’s liability for damages is excluded or limited, this provision also applies to the personal liability of talent’s legal representatives, employees, workers, staff or vicarious agents.

Tod-Z shall not be liable for the quality of the services or the quality of performance provided by the Talent to the Client or in the case of the non-performance of the Talent, as tod-Z solely acts as a Platform connecting Clients with Talents and tod-Z is only responsible for the quality of the recruitment’s process of Talents.

Tod-Z shall not be liable for any materials uploaded by Users and shall not be liable for the works, activities, omissions, or other conduct of Users. tod-Z acts as a Platform for the online distribution and publication of User’s submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring any materials posted by Users. Nothing on the Platform shall be considered an endorsement, representation, or warranty with respect to any User or third party, whether in regard to its website, products, services, hiring, experience, employment or recruiting practices, or otherwise.

tod-Z shall not be liable to third parties for any content that has been posted or viewed on tod-Z’s Platform. Our Platform includes areas where Talents or Clients may post content about an individual or company. tod-Z shall not be liable for the uploading of such contents by the Users; We are not liable for any contracts created Talents and Clients who use our Platform; We are not required to or under any obligation to review, screen, edit, monitor, or remove any content uploaded to our Platform, although we reserve the right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected; We take no responsibility shall not be liable for any User content that is uploaded, stored or transmitted via the Platform, or for any loss or damages that may occur because of such User content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity.

tod-Z shall not be liable under any circumstances to any User for any User’s content submitted, uploaded or transmitted by any other User, even if that content violates this T&Cs or other policies stated anywhere on our Website, and tod-Z takes no action to remove that Content or terminate that User’s account.

Your ability to use or interact with this Platform is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of these T&Cs or any applicable law at our sole discretion.

THE USERS AKNOWLEDGE AND AGREE THAT TOD-Z SHALL NOT BE LIABLE TO THE CLIENT OR THE TALENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS T&C OR THE USAGE OF THE TOD-Z’S PLATFORM, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, TORT, CONTRACT, COPYRIGHT, STRICT LIABILITY, WARRANTY, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT TOD-Z HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR ANY MATERIALS SHARED WITH OTHER USERS OF THE PLATFORM OR OTHERWISE.

NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF TOD-Z FOR ANY CLAIMS ARISING OUT OF THIS T&CS SHALL IN NO EVENT EXCEED THE PAYMENT FULFILLED BY THE Client TO THE REQUESTED SERVICES UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRIOR TO THE ACT THAT CAUSED THE LIABILITY.

19. INDEMNIFICATION

Each User shall indemnify, defend and hold tod-Z and its officers, directors, employees, agents, successors and assigns harmless from and against all suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses resulting from third party claims arising due to (a) any breach of this T&Cs by such User, (b) any gross negligence or wilful misconduct (c) breach of Intellectual Property Rights; (d) violation of any applicable statute, regulation, or law (a “Claim”). This indemnity does not apply to, and tod-Z will have no obligation to the User for, any infringement or misappropriation claim that arises from; (i) User’s use of the services other than as specified in these T& C’s or in the applicable documentation accompanying these T&C’s, (ii) use of the Platform in conjunction with third-party software, hardware or data other than that approved by tod-Z (iii) where Users continues an alleged infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement or (iv) any combination of the foregoing. User shall indemnify, defend and hold tod-Z and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses to the extent they arise from any Claim based on any of the factors in the foregoing sentence, and shall give tod-Z all reasonable information and assistance regarding such claim.

20. TERMINATION

20.1 Termination and access’ banning by tod-Z

tod-Z may, in its sole discretion and without prior notice, terminate your access to the Platform and/or ban your future access to the Platform if we determine that you have violated these T&Cs or other agreements or guidelines which may be associated with your use of the Platform. You also agree that any violation by you of these T&Cs will cause irreparable harm to tod-Z for which monetary damages would be inadequate, and you consent to tod-Z obtaining any injunctive or equitable relief that tod-Z deems necessary or appropriate in such circumstances, without limiting tod-Z other available remedies.

Further, tod-Z may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Platform or (3) unexpected technical issues or problems.

20.2 Termination options

In the case you decide to terminate this agreement, the termination shall be made in writing, and can be sent by e-mail to info@tod-z.com or through closing your account through “Account Settings” subject to section 11.

20.3 Consequences of the termination

After terminating the agreement, the User no longer has access to his account, his profile, and can no longer view information, messages, files, or any other contents uploaded on the Platform. Tod-Z has the right to delete contents and has the right to inform other Users about the termination of contract with that User. The User is prohibited from re-registering on tod-Z’s Platform for 1 year after an extraordinary termination or banning by tod-Z as per section 20.1.

In case any User decided to sue tod-Z, the User will be banned permanently from using the Platform.

21. COMPLAINT MANAGEMENT

tod-Z offers its Users complaints management, hence, in the case of any issues arising between the Users during a Project, such as the non-performance of Talent, or breach of the T&Cs by any of the Users, contact us on info@tod-z.com by submitting a complaint and tod-Z will take the necessary measures to resolve any issues. On the other hand, tod-Z shall not be liable for resolving any dispute that may arise In the event that the Users breached any of the platform communication as stipulated herein, and decided to act without tod-Z's involvement, such Users shall have no right to claim any damages or submit a complaint to tod-Z in the event of any arising conflict or dispute between them.

22. DISPUTE RESOLUTION

You agree that in the event of any dispute between the you and tod-Z, that you will first contact US and make a good faith sustained effort to resolve the dispute amicably and efficiently. In case that the matter is not resolved amicably, you irrevocably agrees that the competent courts of the Republic of Estonia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or its subject matter or formation (including non-contractual disputes or claims).

you agree that you will not bring a claim under or related to these T&Cs more than one (1) year from when your claim first arose.

23. GENERAL

23.1 Entire T&Cs

This Talent Terms and Conditions and any Commercial Schedule form the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or form of contemporaneous discussions, agreements, representations, warranties, and other communications between them.

23.2 Governing Law and Jurisdiction

These terms shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes resulting from this Agreement will be re solved by the competent courts of Estonia.

23.3 Notices

tod-Z may revise these T&Cs at any time. If any such amendment results in a material change, tod-Z will inform you of such changes via a notice on www.tod-z.com or by sending you an email to the address you have registered with us. Continued use of tod-Z platform after the effective date of any revisions to this Terms and Conditions constitutes your acceptance of this revised Terms and Conditions.

Users are responsible for providing tod-Z with their most current e-mail address. In the event that the last e-mail address you provided to tod-Z is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this T&Cs, tod-Z’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to tod-Z at the following address: info@tod-z.com

23.4 Electronic Communication

You agree to receive communications from tod-Z in an electronic form; and agree that all terms, conditions, agreements, notices, disclosures, and other communications that tod-Z provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

23.5 No Waiver

The failure or delay of Users to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that User’s right to later enforce or exercise it, unless such User issues an express written waiver, signed by a duly authorized representative of each User.

23.6 Force Majeure

The Users in this agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, labour disturbances, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, accidents, fires, floods, telecommunications or Internet failures, cyber-attacks, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, pandemic, public health crisis, widespread disease, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

23.7 Severability

If and to the extent any provision of these T&Cs is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.