SERVICE PROVIDER AND TALENT AGREEMENT

This Provider Agreement (“Agreement”) is entered into by and between MTC (“MTC”) and you (“you” or “Provider”). For purposes of this Agreement, any services provided by MTC through the Site to you shall be included in “use” of the Site. You and MTC may also be

referred to individually as a “Party” and, collectively, as the “Parties.”

WHEREAS,    MTC    has    developed,    owns    and    operates    the    platform    known    as

MOTHERSHIPCORP.COM and such other related online and physical sites as MTC may create and partner with (collectively, the “Site”); and

WHEREAS, the Site gives individuals and businesses (each, a “Client”) an opportunity to obtain a variety of services at prices each controls by selecting the level of expertise and qualifications along with the amount of time to which each is prepared to commit; and

WHEREAS, the Site gives providers an opportunity to render services to and for Clients to whom/which the Site introduces such providers; and

WHEREAS, the following terms and conditions are subject to the laws of each jurisdiction and may also be subject to the rules and requirements of a Licensing Authority (as defined below) to the extent such laws, rules and requirements add to or conflict with this Agreement.

THEREFORE, the Parties agree as follows:

1        YOUR APPLICATION

By applying for an account and as a condition of using the Site, you acknowledge that you have read this Agreement, you understand this Agreement and you agree with each and every term of this Agreement.

MTC reserves the right to review and approve or reject, in its sole and absolute discretion, each application for an account.

Your application includes a consent to permit MTC or its authorized agent to conduct a background check, including a criminal history check, on you, subject to and consistent with applicable law in your jurisdiction. Additionally, subject to and consistent with applicable law in your jurisdiction, you may be required to submit to a drug screening as part of the application process. MTC reserves the right to disqualify you as an applicant should you refuse drug screening or should the screening return a positive result.

FOR ATTORNEYS AND OTHER LICENSED PROFESSIONALS

As an additional condition of using the Site, you acknowledge and represent that you have been authorized and licensed to provide the services which you offer to provide in one or more of the states of the United States, the United States or any other national or regional jurisdiction by an appropriate governmental or professional association or organization, such as a state bar association (individually, a “Licensing Authority” and, collectively, “Licensing Authorities”); OR if you are entering into this Agreement on behalf of an entity, that such entity is authorized by a relevant Licensing Authority.

MTC recognizes that freelancer sites afford many Clients the opportunity to obtain legal and other assistance in situations and under conditions that might have been unaffordable, uncomfortable or impractical prior to recent technological developments. MTC also recognizes that the rules or codes of conduct or ethics of many Licensing Authorities may not be precisely consistent with the manner in which some freelancer sites function. Nevertheless, the public policy of virtually all such Licensing Authorities is in favor of and in support of platforms that enable Clients to obtain qualified assistance at reasonable prices; and it is MTC’s belief that Licensing Authorities throughout the US and elsewhere are considering or will consider changes in their respective rules and codes to make them consistent with the “gig economy” and clarify any conflicts that may exist between the technical terms of their respective rules and the current state of technology.

Having said that, inconsistencies still exist. A waiver of liability for any such conflict is included within the “Waivers” section of this Agreement.

2        PROVIDER FEES

In the process of applying to establish your account with MTC, you will indicate the hourly fee you desire (the “Provider Fee”). MTC will evaluate your application and, if accepted in MTC’s sole and absolute discretion, will include you in one or more of three (3) categories of fees for which Clients will pay an amount determined by MTC for the services you provide, in its sole and absolute discretion, for each block of 60 minutes (each, a “Block”) (described in more detail, below). The prices of Blocks will be determined solely by MTC based on the particular skills required for the Project, as well as the Client’s desired level of qualifications and experience. The levels of prices will be different for different services. For example, the price levels for an administrative assistant will be different than the price levels for an attorney.

The price paid by the Client to MTC for Blocks is not a deposit or an amount to be held by MTC for the benefit of the Client or the provider and, therefore, need not be segregated and may be commingled with other funds of MTC.

You will receive One Hundred Percent (100%) of the Provider Fee you requested and which was accepted by MTC (the “Fee”), less (a) credit card or other payment processing charges paid upon receipt of the Client’s fee, (b) fees paid by MTC to deliver the Provider Fee to you as you have requested, if any (e.g., wires), (c) any chargebacks imposed by credit card or other payment processing firms and (d) sales, VAT, GST or such other taxes imposed on the provision of services as may be required by law; which, taken together, is the “Net Fee.” In the event of a chargeback, you will be responsible for only the portion relating to your Provider Fee, which MTC may deduct from other payments due you or request payment by you and, in the event of such a request for payment that is not made within seven (7) days after request, MTC may, in its sole discretion, suspend or terminate your account.

MTC will retain any excess over the Net Fee and the price of the fee category chosen and paid for by the Client.

The amount retained by MTC is to compensate it for its creation, marketing and management of the Site, the handling of fees, resolution of disputes and any other services provided by MTC in connection with the Site.

In addition to the Net Fee, Clients may, in their discretion, give you a bonus for a job well done.  MTC will retain Ten Percent (10%) of any bonuses.

You will be paid as an independent contractor and MTC will not, except as required by law, withhold any portion of the Net Fee for application toward income taxes payable in any jurisdiction.

Net Fees will be available to you no more than seven (7) days after a Client’s acceptance of a completed milestone or Project, or resolution in your favor of a dispute as between you and the Client. Bonuses will be available to you no more than seven (7) days after a Client awards a bonus. You may withdraw your available Net Fees and bonuses at any time and receive payment via bank or digital transfer or check, as indicated in your application. MTC may charge a nominal handling fee for sending a check.

MTC may deduct or offset or withhold Net Fees and/or bonuses if MTC, in its sole and absolute discretion, determines that you have committed some act that is likely to result in damages to MTC to which MTC would be entitled to indemnification by you.

All payments to you will be in US Dollars.

FOR ATTORNEYS AND OTHER LICENSED PROFESSIONALS

Inasmuch as MTC does not receive a percentage of your fee and may receive a different amount in connection with different providers, MTC believes it is not violating any rules of a Licensing Authority prohibiting fee-splitting. However, MTC does not warrant, and you expressly waive any claims against MTC if a Licensing Authority determines that MTC is fee-splitting; and you promise and agree to hold MTC harmless in the event such a charge is brought against MTC (see “Indemnification”).

2.1     Providers Through Recruiters

In the event you were referred by a recruiter, recruitment agency or any paid third party (collectively, a “Recruiter”), you agree to include such Recruiter’s billing information in your application and account. All Provider Fees payable on account of services you have rendered will be made available to the Recruiter and the Recruiter will be solely responsible for payment to you. You promise and agree to waive any claims against MTC and to hold MTC harmless for any payments not received by you from the Recruiter. Notwithstanding withdrawal of fees by your Recruiter, you will always be solely responsible and liable for all other terms and covenants of this Agreement. Authorization to make withdrawals may be redirected to you subject to the agreement between you, the respective Recruiter and MTC.

3        PROJECTS

When a Client registers an interest in obtaining services through the Site (a “Project”), such

Client will have entered into a Client Agreement similar in structure to this Agreement (the “Client Agreement”). The Client Agreement will reflect the terms and conditions of the relationship between the Client Agreement and MTC, and between the Client and the provider.

The Client is purchasing from MTC only time and certain administrative services. The administrative services MTC provides include operation of the Site, recruitment and approval of providers^[[1]], review and suggestion of MTC providers who appear to be appropriate for the Client’s specific request(s), handling of fees paid until a milestone or Project is completed and resolution of disputes, if any, providing Mothership email ID’s and Mothership Video chat/communication tools and Mothership project management platform tools. The Client is not purchasing any services directly from MTC. All services are being delivered by each provider.

If you accept a Project offered to you, you will have become a party to the Client Agreement and, with respect to the services being requested by and provided to the Client, to that extent the Client Agreement will be solely between you and the Client. Nevertheless, MTC is a third-party beneficiary of the contract to the extent that the services rendered by you will have been paid for based on time purchased from MTC and MTC shall be responsible for paying you for the services rendered in accordance with this Agreement and the Client Agreement.

Clients will have purchased Blocks of 1-hour increments. Payment of your fees will be made based on the Blocks purchased by the respective Client. It is your responsibility to not exceed, in time or expenses, the Blocks purchased by the respective Client. MTC shall neither pay for nor be responsible to pay you for (a) any time or expenses in excess of the Blocks purchased by the Client, (b) mismanagement by you of the work performed in the time allocated (for purposes of clarity, failure to complete a job within the estimated time without appropriate notice to the Client shall be deemed “mismanagement”), (c) inadequate or missing documentation of communications with the Client and work performed in the back-end “Ground Control” system project notes. All correspondence with Client by you must be conducted (a) in writing or, (b) if agreed, via phone or in-person, and then documented in writing on the Mothership platform. Failure to enter all correspondence in written form on Mothership channels, will result in a decision in favor of Client under Section 18.1 should Client dispute or disagree with scope of work, hours spent and Deliverables received with no written back-up to prove otherwise.

FOR ATTORNEYS AND OTHER LICENSED PROFESSIONALS

While the terms of the Client Agreement will be complete from the perspective of MTC, MTC does not warrant that such agreement will satisfy each and every Licensing Authority. It is your responsibility to ensure compliance with any Licensing Authority to which you are subject.

4        THE PROCESS AND YOUR ROLE

4.1     The Discovery Phase

A Client will register his/her interest in engaging an MTC freelancer to provide the requested services. The Client will fill out a form with questions designed to give providers a limited idea as to the nature and conditions of the Project.

After the Client has purchased at least One (1) Block to begin, MTC will invite those providers who best match the criteria established by the Client in its initial job description to engage in a telephonic, in-person or virtual/online (depending on the request of the Client) discovery meeting with the Client about the Project. The first provider to accept the invitation will be the “Discovery Provider.” The Discovery Provider will spend up to one (1) hour (but it could be less) in a “Discovery Meeting” – for which the Discovery Provider will be paid the rate the Discovery Provider requested when establishing his/her account – discussing the Project and its scope with the Client. The Discovery Meeting is to assess the Project and the Client’s needs, and to estimate the number of Blocks required to complete the Project. If the Client’s needs can be fully addressed within that Discovery Meeting and no additional time is required for that particular Project, the Project will be deemed completed. During and/or upon completion of the Discovery Meeting, the Discovery Provider will record his/her notes and comments in the Site’s “Ground Control” portal where all notes, records, billings and documents pertaining to a Project will be recorded.

While the Discovery Provider, as an independent contractor, will conduct the Discovery Meeting in any manner which the Discovery Provider deems appropriate, the Discovery Provider should include in his/her notes the Discovery Provider’s understanding of the Project and how long the Discovery Provider anticipates it will take to complete the Project.

The Discovery Meeting and the role of the Discovery Provider are critical for 3 reasons:

1.     The Discovery Provider is the first live person with whom an MTC Client has contact and, as the expression goes, “You have only one chance to make a good first impression.”

2.     The expertise and communication of the Discovery Provider will likely be the determining factor as to whether that Client continues with MTC.

3.     Since the Discovery Meeting is for the purpose of the Discovery Provider assessing the Project and estimating the number of Blocks that the Client will have to purchase to complete the Project, the assessment of that Discovery Provider will have a continuing impact on other providers who may be executing that Project (if the Client requests an alternative provider to execute then Project).

4.2     The Execution Phase

If, based on the Discovery Meeting, the Client decides to engage with MTC to execute the Project, the Client may provide additional details and may modify the scope. The Client may (a) continue with the Discovery provider or (b) request an alternate Provider in which case a new invitation will be sent to the providers who meet the Client’s criteria, as they existed or as they have been modified (excluding the

Discovery Provider) and the first provider to accept the invitation will execute such Project. In either case, the chosen provider will be invited to the Project subject to the entire Project information, including any change of scope which may require a modified estimate of required Blocks.

A client may elect to continue with the Discovery Provider for the execution phase of a Project or request that MTC make available another provider through the same invitation process as in the Discovery Phase (excluding the Discovery Provider). However, only clients who are members of MTC may request a specific provider to be the Discovery and ongoing Provider on a subsequent NEW Project.

Upon a Client purchasing additional Blocks to execute the requested services and Project, a provider (you, if the Client has requested you to be the ongoing provider of an already started project, or you if the client has agreed to continue working with their discovery provider on the existing discovery and ongoing project, or you if the client has chosen to select a new provider for an existing project) will be invited to the next and ongoing phase of the Project. The invitation will specify the services needed, location/medium of communication (e.g., email, telephone, in-person or virtual), the estimated time approved by the Client and the Provider Fee to be paid (including any promotional discounts, discussed in more detail below). The provider will have full access to review the Ground Control notes for the Project (except Client’s name) written by the Discovery Provider and add any comments the provider deems appropriate upon accepting the invitation. Client and provider will then have the opportunity to approve and accept new notes and comments or modify notes/comments which will be sent to provider and client for approval before work begins. Either client or provider can have the option to switch to new provider or exit client/project engagement if provider and client continue to disagree with notes/comments and cannot come to a mutual agreement.

NOTE: MTC reserves the right to edit or remove notes, comments or attachments to the Ground Control (collectively, “Ground Control Notes”) that MTC, in its sole discretion, deems untrue, defamatory or in any way inappropriate; provided, however, MTC does not assume any liability for not doing so and the provider who includes Ground Control Notes is solely and exclusively responsible in the event liability arises as a result of such provider’s Ground Control Notes.

If a Client has requested a specific provider, such provider can, in his or her sole discretion, accept or refuse an invitation to a Project. If the provider refuses the invitation or does not accept within twenty four (24) hours after the offer is sent by email and posting to the provider’s account inbox on the Site, or does not accept before another provider does accept the invitation, the offer will automatically terminate and the Project will be offered to another provider.

Upon acceptance of a Project, the provider will be given access to the Client’s name and other information relevant to the Project. All communications shall go through the Site which shall provide audio, video, email ID’s @mothershipcorp.com for each provider when onboarded and text and phone communication services, as well as document transfer and storage. Notice of any delivery by or to a Provider or Client (other than those delivered during an active conversation between provider and Client) will be sent by MTC to the recipient’s MTC email.

In the execution of a Project, the provider will keep accurate records of any and all time expended in connection with such Project, whether for research, drafting, entering and approving/editing notes on Ground Control, telephone, email, in-person or other calls and execution.

Any Client-approved expenses incurred or other fees paid by a provider in connection with a Project shall be invoiced to the Client through the Site using only invoice forms provided by MTC in Ground Control, and payable by the Client within one (1) week after the date of invoice; provided, however, if the invoice has not been paid within such time, the provider who incurred such expenses may, at his/her option, convert the amount of such invoice plus ten percent (10%) to time and apply such time to the clients purchased Blocks.

For example, if an attorney files a trademark application that requires a $225 filing fee to the US Patent and Trademark Office, that $225 will be recorded in the Ground Control Notes for the Project and will be invoiced to the Client through the Site’s reimbursable expenses tool and using the site’s invoice template forms available via ground control communication tool under “forms.” If the Client does not pay such invoice within one (1) week, the provider may, if he/she elects, convert that $225 + 10%, a total of $247.50, to an equivalent of time to be recorded against the Blocks purchased by the Client. If the Blocks purchased by the Client who requested filing of a trademark application were $300 per hour, then this filing fee would represent 50 minutes and would be deducted from the remaining available time. If the Blocks purchased by the Client were $200 per hour, the $225 filing would represent 1 hour and 15 minutes.

4.3     The Completion Phase

Upon completion of a milestone hour or block of hours or the Project, the provider will submit the respective milestone or Project as having been completed. The Client will have five (5) business days to accept that submission or dispute it. If the Client neither accepts nor disputes the submission within five (5) business days, the milestone or Project will be deemed approved. If the Client disputes the submission, such dispute shall be resolved in the manner provided hereinbelow for disputes between Clients and providers; provided, however, that the provider shall not be obligated to continue providing services for the Project or for the Client until any such dispute is resolved.

4.4     PAYMENTS

Payments for each approved milestone and Project will be made within one (1) business day after obtaining such approval from the Client or within seven (7) days of a resolution of a dispute in the p1’s favor, as provided hereinbelow.

Payments may be made to you via a payment method provided for under your account, which may include a third party online payment processor (for example, PayPal, Google Pay, Apple Pay, Amazon Pay, and the like) or an MTC-controlled payment platform. If a third party payment processor(s) is used, you will be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. If an MTC-controlled payment platform is used, will be subject to any terms and conditions governing use of that platform which may be provided by MTC from time to time, either through this Agreement or otherwise.

5        REFERRAL FEES

You can earn fees for introducing and referring Providers, such as yourself, or Clients to MTC.

You must have a Mothership Client or Provider account active and in good standing in order to receive referral commissions from MTC. All referrals in order to be eligible for referral fees must be submitted in writing via email to refer@mothershipcorp.com with “new referral” in the subject line; and/or entered into user/crew referral dashboard found in user/crew Ground Control/Mothership Command profile.

Upon referral by you of a Client or Provider to MTC, it is within MTC’s sole discretion to accept or reject each service Provider or Client and you shall have no claim or rights with respect to any service Provider or Client MTC elects to not accept.

Upon acceptance and final onboarding of a Provider or Client you referred to MTC (a “Registered Service Provider” or a “Registered Client,” respectively) by MTC, MTC shall provide a notice of such acceptance via email to you.

In the event multiple people referred a particular Provider or Client, MTC may, in its sole and absolute discretion, decide who shall receive the referral fees for such Registered Service Provider or Registered Client.

It is within MTC’s sole discretion to restrict, suspend or terminate the account of any Registered Service Provider or Registered Client and you shall have no claim or rights in such event.

For introduction of Registered Service Providers, MTC shall pay you Three Percent (3%) Five Percent (5%)of the Total Earnings for each respective Registered Service Provider for total services rendered by such Registered Service Provider up to One Hundred (100)Twenty (20) hours of service or until this Agreement is terminated, whichever occurs first (the “Service Provider Fee”).

“Total Earnings” means the cumulative total of all amounts earned by a Registered Service Provider upon completion of an Engagement, based on the hourly rate specified by each Registered Service Provider at the time of registration or as subsequently modified, in connection with services performed through MTC less sales tax, VAT, GST, credit card processing fees, chargebacks, discounts, returns and allowances, and payments for reimbursables or other charges other than for services rendered through MTC.

For introduction of Registered Clients, MTC shall pay you Three Percent (3%)Seven Percent (7%) of the MTC Client Income for each respective Registered Client for (a) Six

(6) months after the date of introduction (the “Regular Fee Term”) or (b) indefinitely (the

“Extended Fee Term”) if you are in touch with and servicing a Registered Client and its

MTC account or, in either case, until this Agreement is terminated, whichever occurs first (the “Client Fee”).

“MTC Client Income” means Registered Client Billings less (a) the amount paid to the Provider associated with such Registered Client Billings and (b) any discounts, returns or allowances associated with such Registered Client Billings.

“Registered Client Billings” means the cumulative total of all amounts received by MTC upon completion of an Engagement initiated by a Registered Client, exclusive of sales tax, VAT, GST, credit card processing fees, chargebacks, discounts, returns and allowances, and payments for reimbursables or other charges other than for services rendered through MTC.

If you desire the Extended Fee Term, you shall have satisfied the servicing requirement of this section if you have sent a minimum of One (1) email per month to each Registered Client asking if they have a need for Mothership services and/or requesting service feedback in the form of written testimonials, reviews and email data from the Registered Client about their Mothership experience and account (collectively, “Client Management Emails”). A blind copy of Client Management Emails shall be sent to MTC at refer@mothershipcorp.com (the “Service Minimum”).

For purposes of clarity, if you do not satisfy the Service Minimum in any given month for any given Registered Client, MTC shall have no obligation to remit the Client Fee for more than One (1) year. If you satisfy the Service Minimum in any given month for any given Registered Client, MTC shall be obligated to remit the Client Fee for the Extended Fee Term.

Notwithstanding the foregoing, MTC may, in its sole and absolute discretion, terminate the Extended Fee Term upon written notice to you. You will receive the Client Fee through Regular Fee Term or the effective date of such notice, whichever occurs later.

“Engagement” means the particular job with respect to which a Registered Service Provider is providing services through MTC or with respect to which a Registered Client is receiving services through MTC.

For purposes of clarity, MTC earns its fees when an Engagement is completed. An Engagement can be an entire project or parts of a project which can be created and paid for by the Client or, in Client’s discretion, in milestones. You will receive upon completion of an Engagement (subject to the holding period of complaints or chargebacks), not when MTC receives payment from the Client inasmuch as such monies are held by MTC pending approval by Client and are subject to return, refund or discount until an Engagement is completed.

Payments of Service Provider Fees and Client Fees will be made upon completion of each Engagement and the Registered Client has not lodged a complaint or initiated a chargeback within Fifteen (15) days after such completion.

MTC will provide a statement which MTC, in its sole and absolute discretion, deems appropriate to describe the calculation of the Service Provider Fees and Client Fees. Nothing herein shall entitle you, your heirs, assigns or successors-in-interest to examine the books and records of MTC in connection with the Service Provider Fees and Client Fees.

6        RELATIONSHIP WITH MTC AND THE CLIENT

You are an independent contractor with respect to both MTC and the Client, as MTC is an independent contractor with respect to both you and the Client. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and MTC.

While MTC will invite you to provide services to a Client, you will be providing your services to the Client directly, not to MTC. You are solely and exclusively responsible for the quality and accuracy of the services you provide to a Client. Notwithstanding the foregoing, from time-to-time and at MTC’s request (and your acceptance thereof), you may provide services directly to MTC separate and apart from any services provided Clients (“Direct Services”). Consistent with the first paragraph of Section 6 above, you are at all times an independent contract in connection with such Direct Services and you are otherwise subject to all applicable terms and conditions of this Agreement in connection with such Direct Services.

You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee of MTC. If any person has or reasonably appears to believe or be under the impression that you are an employee of MTC, it is your responsibility to communicate to the Client that you are not an employee.

You agree and acknowledge that the terms and condition of this Agreement will apply to services provided by you whether or not any or all such services are provided through your use of the Site or any other online platform or technology that may be offered by MTC from time to time.

As an independent contractor, you are solely and exclusively responsible (a) for all taxes payable with respect to income earned through the Site; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from MTC; and (c) for ensuring that you comply with any Licensing Authority’s rules or practices.

7        RELEASE

You grant MTC and its affiliates and assigns the non-exclusive right to use in and through any and all media in conjunction with your name and biographical information, any recordings or pictures of you and your voice (collectively, “Images”) made in connection with your application to be a Provider or the business of MTC for purposes of promoting MTC, the business of MTC or yourself on MTC.

You grant MTC and its affiliates and assigns the non-exclusive right to use in and through any and all media any samples or examples of your work product which you provide to MTC, whether at the time of registration or thereafter (collectively, “Assets”), with or without your name, identity or credits, in MTC’s sole discretion, for purposes of marketing MTC and/or your services; provided, however, MTC will never re-sell your Assets and will take reasonable precautions to prevent any person from using your Assets improperly or without your consent (e.g., watermarking), except as expressly provided herein. MTC shall not, however, be responsible or liable for terminating any improper or unauthorized use of your Assets by an unrelated third-party or for any damages arising from any improper or unauthorized use thereof.

You grant MTC and its agents the right to edit the Images and/or Assets for size and time provided such editing shall not materially misrepresent you, your statements or your work in any way. You hereby release, discharge and agree to save harmless MTC, its owners, officers, directors, representatives and employees, and the photographer, artist and/or cameraman, their representatives, assigns, employees or any other person or corporation, partnership or other entity for whom the foregoing might be acting, including any firm publishing, transmitting, exhibiting, broadcasting and/or distributing the finished product in whole or in part, from and against any and all liability, claims, actions and/or obligations as a result of the taking, processing or reproduction of the finished product, its publication or its distribution by any media so long as the use of the Images is consistent with the release contained in this Section 7.

MTC agrees to provide you with copies of the edited Images and Assets which you may use in any manner and at any time you choose, without the prior consent or approval of MTC; provided, however, you agree to not edit the Images to remove any MTC branding or identification and you will not use the Images to disparage MTC.

8        PROFESSIONAL STANDARDS

While you, as an independent contractor, will provide your services in any manner which you deem appropriate to achieve the desired result, MTC requires of all providers, regardless of the field or expertise, the following:

a)     You will, at all times and in all respects, be professional and courteous.

b)    You will strive to listen carefully to the Client, both the literal words and what the Client means, if he/she does not or cannot properly verbalize his/her needs and goals.

c)     You will not mislead the Client for the purpose of encouraging the Client to purchase more Blocks than are reasonably necessary to complete the milestone or the Project.

d)    You will not ask or answer questions of a personal nature, except as they may be reasonably necessary for you to perform the services requested for the Project.

e)     You will not ask questions or make comments of a discriminatory or offensive nature.

f)     You will record your comments and notes as to each session of work, call or document in the Site’s Ground Control promptly after each such work session, call or document creation or review such that a person reviewing such comments and notes could reasonably understand what transpired and/or what was accomplished.

g)    You will not start or continue a Project, the scope of which has changed, until appropriate notes, revised milestones or deliverables, as agreed and approved by you and the Client, are outlined in detail and approved by You and the Client in the Ground

Control  interface.

h)    You will not ask for or use personal and direct Client contact information.

i)      You will refrain from the use of illicit drugs or alcohol while carrying out your work for the Client.

9        REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to MTC that:

You are over the age of eighteen (18) and authorized to enter into this Agreement on behalf of yourself or, if you are entering into this Agreement on behalf of an entity, then by such entity.

The information provided in establishing your account with MTC is true and accurate in all respects, and that you will immediately update your account should any account information change.

You are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially

Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

The execution, delivery and performance of this Agreement by You does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree by which You are bound, including without limitation and agreements which restrict You from competition in any way, or providing any of the services contemplated by this Agreement;

You shall at all times comply with all applicable federal, state, local or other laws and regulations governing their rendition of the services under this Agreement.

That all the services will be performed to the best of Your ability and in a good, workmanlike and professional manner with that standard of care, skill and diligence normally provided by a professional contractor in the performance of similar consulting services with respect to the type of work provided for hereunder; and

That all Deliverables (as defined in Section 11) whether in existence now or in the future, produced by You under this Agreement will be of original development by You, will not infringe any person’s or entity’s intellectual property rights, and that You have the legal right to convey the entire right, title and interest in such Deliverables and all applicable intellectual property rights therein as is contemplated by Section 11 of this Agreement. That to the extent the Deliverables comprise software, whether in existence now or in the future, such software is free from and does not contain any open-source code or any content obtained through any unrestricted public license or public cooperative or collaborative transfer agreement;

FOR ATTORNEYS AND OTHER LICENSED PROFESSIONALS

You have been authorized and licensed to provide the services which you offer to provide by a Licensing Authority; OR if you are entering into this Agreement on behalf of an entity, that such entity is authorized to provide such services by a Licensing Authority.

10     CONFIDENTIAL INFORMATION

Provider recognizes that it may obtain, or the Client may furnish provider, orally or in writing, certain non-public, confidential, and proprietary information concerning the Client and the Project (collectively, “Confidential Information”). Confidential Information includes, but is not limited to: (a) information regarding the Project, graphics, designs, models, videos and storylines relating to the Project; (b) trade secrets, methodologies and business plans; (c) technology, listings or protocols embodied in computer systems and programs owned or held by the Client; (d) information regarding relationships, customers or employees, the manner in which the Client conducts its business, the extent to which goods and services are offered to or used by customers, the costs to provide such goods and services, or the Client’s product and service development, operational or financial plans and/or expectations; (e) information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by provider pertaining in any manner to the business of the Client (or any affiliate of it that might be formed) or to the Client’s customers, consultants or business associates; and (f) any other information held by or concerning the Client which is not readily available to the public. Confidential Information expressly includes the existence and terms of this Agreement. Provider acknowledges that the Client has developed, compiled and otherwise obtained, and will develop, compile and otherwise obtain, often at great expense, its Confidential Information, which has great value to the

Client.

Provider promises and agrees to hold Confidential Information in strict confidence and in trust for the sole benefit of the Client, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Client’s prior written consent. Provider shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Client’s prior written consent. In handling the Confidential Information, Provider shall use not less than the same degree of care it uses to protect its own confidential information, but in any event not less than a reasonable degree of care. For purposes of clarity, the obligations of Provider hereunder include taking all actions necessary to ensure that Provider’s affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.

Confidential Information does not include information that (1) is or becomes publicly known through lawful means; (2) was rightfully in provider’s possession or part of Provider’s general knowledge prior to the effective date of this Agreement; or (3) is disclosed to Provider without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Client.

If Provider is required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, Provider will promptly notify the Client in writing of such requirement and cooperate so that the Client may seek an appropriate protective order. Provider will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.

Provider recognizes that the Client may receive from third parties their Confidential Information subject to a duty on the Client’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Provider agrees that, upon notice of such third-party obligation, Provider owes the Client and such third parties a duty to hold all such Confidential Information in the strictest confidence and not to disclose it to any person or entity or to use it for the benefit of anyone other than for the Client or such third party (consistent with the Client’s agreement with such third party) without the express written authorization of the Client.

If and to the extent Provider receives Confidential Information of and/or from MTC (“MTC Confidential Information”), Provider shall handle MTC Confidential Information in the same manner and with the same care as provided hereinabove with respect to Confidential

Information of the Client.

ATTORNEY-CLIENT PRIVILEGE AND CONFIDENTIALITY

One of the most sacred aspects of the legal profession in the United States is the concept of attorney-client privilege. A discussion of the evolving technologies vis a vis existing rules and state bar codes of ethics is included hereinabove. However, the notion of privilege is one afforded by state law, rather than a Licensing Authority.

MTC utilizes state-of-the-art encrypted security measures (including but not limited to username and password protections) to protect the security and confidentiality of communications as well as documents, attachments and notes written in MTC’s Ground Control (collectively, “Communications”) transmitted via and/or stored by MTC. In the event of a dispute between you and your Client and the application of mandatory mediation as provided hereinbelow, MTC may determine, in its sole and absolute discretion, that a resolution of such dispute necessitates a review of certain of such Communications. If and to whatever extent MTC becomes aware of any Confidential Information as between

Provider and a Client, MTC will treat such Confidential Information in the same manner as required of the Provider hereinabove and will use such Confidential Information, if at all, solely for the purpose of resolving such dispute between you and your Client.

11     WORK FOR HIRE

Provider acknowledges that all work produced by Provider (solely or jointly with others) within the scope of and pursuant to the terms of this Agreement, the Client Agreement, the Project and any other agreement between Provider and the Client shall be referred to as “Deliverables.” Deliverables shall also include any ideas, suggestions or proposals Provider may convey to the Client relating to the Project. Deliverables are and shall be "works made for hire" to the greatest extent permitted by applicable law, as defined on Section 101 of the Copyright Act (title 17 of the U.S. Code) or similar law of countries other than the United States, and for which Provider is adequately compensated by the compensation specified in the Project. Deliverables shall be the sole and exclusive property of the Client. Provider shall have no right, including moral rights, or claim in and to the Deliverables, which the Client may use or not use, edit, alter or do anything to the Deliverables in the Client’s sole and absolute discretion. Unless otherwise expressly agreed by the Client, Provider shall receive no credit in or in connection with Deliverables included or used in any fashion with or in connection with the Project. Provider hereby disclaims and forever waives any claims of right, title, interest, additional consideration or credit with respect to the Deliverables commissioned hereunder.

If, for any reason, any of the Deliverables do not constitute a "work made for hire," Provider hereby irrevocably assigns to the Client, in each case without consideration additional to the Provider Fees paid in connection with the Project, all right, title and interest throughout the world in and to the Deliverables, including all intellectual property rights therein; providing, however, if the laws of any jurisdiction prevent Provider from making such an assignment, Provider hereby grants to the Client an exclusive, perpetual, royalty-free license within such jurisdiction to use, modify, sell, resell, license, sublicense, and/or incorporate such Deliverables into or with other goods and services of the Client in the sole and absolute discretion of the Client. Provider represents and warrants that all Deliverables shall be and shall contain exclusively work that is original to Provider (except for material in the public domain, material provided by the Client or material previously created and owned by Provider) and that no other person has any right, title, interest or claim in or to any Deliverable or any element of any Deliverable; and Provider agrees to indemnify the Client against any costs (including reasonable attorneys’ fees) or losses, including loss of business income and consequential damages, incurred by the Client as result of any third-party claims as to any Deliverable or any element of a Deliverable.

Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively, “Moral Rights”). Provider hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Provider may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.

Upon the request of the Client, Provider shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Client to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event the Client is unable, after reasonable effort, to obtain Provider’s signature on any such documents, Provider hereby irrevocably designates and appoints the Client as its agent and attorney-in-fact, to act for and on behalf of Provider solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if Provider had executed them.  Provider agrees that this power of attorney is coupled with an interest.

Notwithstanding anything to the contrary contained herein and for the purposes of clarity, even though the Client may have all right, title and interest in and to the Deliverables to use or do with as the Client sees fit, such rights are not exclusive if and to the extent the Provider has used or will use elements of the Deliverables previously or will use elements of the Deliverables in the future provided (1) no such use violates the Client’s Confidential Information, and (2) no such use diminishes the value or use of such Deliverables by the Client. For example, a contract written for a Client is in compliance with this Agreement even if portions of such contract were created prior to the Project, are owned by Provider and will be used again in future contracts for other clients by Provider (or others with

Provider’s consent); and Provider does not relinquish his/her rights to such portions.

12     DRUG-FREE POLICY

MTC prohibits the illegal use or possession of drug when you are carrying out your work for the Client. Subject to and consistent with applicable law in your jurisdiction, in addition to drug screening during the application process, MTC reserves the right to require additional drug screen as part of a routine fitness-for-duty testing or should there be a reasonable suspicion that you are using drugs during or otherwise in connection with your work for the

Client.

13     LIMITED RIGHT OF USE

Unless the Client expressly directs otherwise in writing to the contrary, Provider may use the Client’s trademarks, service marks, trade names, logos, symbols or brand names in and in connection with Provider’s portfolio, bio or website in marketing Provider on the condition that (1) no such use violates the Client’s Confidential Information, (2) no such use diminishes the value or use of such Deliverables by the Client and (3) Provider shall not display any of the actual Deliverables without the Client’s prior written consent, which consent may be withheld by Client for any or no reason.

In no event shall any Deliverables contain or comprise any of Provider’s trademarks, service marks, trade names, logos, symbols or brand names.

14     CLIENT FEEDBACK

MTC may solicit feedback from each Client with respect to a Project. MTC reserves the right to, or to not, follow-up, research or take any action with respect to such feedback. Such feedback will not be made public but will be taken into consideration in MTC’s decision whether to terminate a provider’s account.

15     NON-CIRCUMVENTION

In consideration for making the Site available to you, for marketing the Site, managing the Site and facilitating payment to you of your Net Fees, MTC earns the difference between the Provider Fees you requested and the price of the Blocks sold to a Client. Inasmuch as the sale of one Block does not compensate MTC for its substantial investment in creating and operating the Site, MTC seeks a return based on a long-term relationship. If MTC were in the business of connecting Clients with providers to be paid a one-time fee, that fee would be significantly more than what MTC makes under its current business model; which would largely defeat MTC’s goal of making affordable legal, creative and professional services available to a broad spectrum of Clients.

Consequently, you promise and agree that you shall not provide services, directly or indirectly, outside the Site and without payment to the Site as intended by MTC, to any Client to whom/which you were introduced by or through the Site for ten (10) years from the date of such introduction.

In the event you have the opportunity to work on a full-time or other part-time or regular basis with a Client other than through the Site, compensated by periodic payments, you agree to immediately disclose such employment to MTC and agree to pay MTC an amount equal to twenty percent (20%) of the total compensation in connection with such Client for the first year of employment with them, and agree to share any and all payment information or pay stubs received by such clients so that MTC may effectively evaluate monies owed to it. Failure to do so would entitle MTC to recover from you all legal fees in connection with investigating this matter and recovering funds.

For purposes of this section, any reference to “you” shall include employees, contractors or agents of yours.

16     SECURITY

You are solely and exclusively responsible for the security of your username and password. MTC shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct.

17     COMMUNICATIONS

Subject to applicable law, you agree and acknowledge that MTC may monitor, record, and archive messages and other communications (together with any attachments) sent between and among Providers and Clients for purposes of compliance, fraud, abuse, spam, illegal content, or other policy violations. You agree and acknowledge and that we may under certain circumstances (and subject to applicable law) retain a copy of such communications to assist our team in these circumstances, subject to MTC’s then applicable document retention policy. In some cases, again subject to applicable law, we may employ automated monitoring technology such as machine listening and/or artificial intelligence and you hereby consent to the use thereof.

By becoming a Provider you consent to and agree and acknowledge that MTC may send you communications by e-mail and other means related to or concerning your role, the Services, Clients, legal notices and other rules and regulations, to the extent permitted by applicable law. Given that the nature of these communications directly relates to your commercial relationship with MTC as a Provider, you agree and acknowledge that if you opt-out of such communications (by request through e-mail, or other means), your ability to provide Services may be compromised and, therefore, MTC reserves the right to suspend your account or terminate this Agreement or any Project. Notwithstanding the foregoing, you do have the right to opt-out of general marketing communications subject to our standard privacy practices set forth in our Privacy Policy located at www.mothershipcorp.com/privacy.

18     WARRANTY DISCLAIMER

MTC makes no representations or warranties as to the Site. To the maximum extent of the law, MTC disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title and non-infringement. The Site is provided “as is.” Further, MTC makes no representations or warranties that you will receive any clients or projects from the Site or generate any revenue from the Site.

19     WAIVER

You expressly and unconditionally waive any and all claims against MTC, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

a.     any unauthorized person uses your username and password to the Site for any purpose and with any result, including but not limited to making changes or redirecting Provider

Fees;

b.     the Site is partially or totally inoperative or inaccessible;

c.     your use of the Site;

d.     viruses or other malicious software are transferred to your computer by using the Site;

e.     there are bugs, errors or inaccuracies in the Site;

f.      third-party content, actions or inactions on or with respect to the Site;

g.     claims related to the manner or outcome of MTC’s resolution of a dispute as between you and a Client;

h.     claims that other providers are getting engagements or that you are not getting enough engagements;

i.      a suspension or other action taken with respect to your account by MTC;

j.      any claim relating to in-person appointments with Clients;

k.     any claim relating to a change in this Agreement by MTC;

l.      withholdings, deductions or offset in connection with payment of fees due to applicable tax or currency control restrictions;

m.   termination of a Project offered to you because you did not accept it within 24 hours after being offered, you accidentally rejected it, the Client cancelled the request, the Client requested a different provider, another provider accepted the job/invitation first, or any other reason;

n.     any violation of a rule or code of conduct or ethics of any Licensing Authority which violation may be attributable to you, in part or total, including but not limited to

fee-splitting, advertising or the unauthorized practice of law;

o.     any issues related to provider-client confidentiality;

p.     any issues related to attorney-client privilege;

q.     deletion, corruption or destruction of any information, notes, data, communications or documents in connection with a Project for which you provided services upon termination of your account. NOTE: It is not MTC’s policy or intention to delete such information. This waiver is to state that should such circumstances arise, MTC has no liability therefor and you waive any claims against MTC therefor.

For purposes of this section, any reference to “MTC” shall include MTC’s affiliates, officers, employees, principals, agents and contractors.

No waiver by MTC of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by MTC in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

20     INDEMNIFICATION

MTC and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “MTC Indemnitees.”

Provider agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to MTC Indemnitees) and hold MTC Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

a.     any misrepresentation by, or breach of any covenant or warranty of Provider contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Provider hereunder;

b.     any non-fulfillment of any agreement on the part of Provider under this Agreement;

c.     any suit, action, proceeding, claim or investigation against MTC Indemnitees which arises from or which is based upon or pertaining to Provider’s acts or omissions or

conduct of business, including but not limited to use of the Site;

d.     any services provided by you or your employees, contractors and agents;

e.     any injury to person or property caused, all or in part, by you or your employees, contractors and agents;

f.      any matter related to employment or contracting of persons by you or your firm, including but not limited to the classification or misclassification of an employee or independent contractor of yours, employment termination, employment discrimination, harassment, retaliation, unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits;

g.     failure to comply with the terms of this Agreement by you or your employees, contractors and agents;

h.     failure to comply with applicable law by you or your employees, contractors and agents;

i.      negligence, willful misconduct, sexual harassment, indecent exposure or fraud by you or your employees, contractors and agents;

j.      defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees, contractors and agents;

k.     failure to pay appropriate taxes for yourself or your employees, contractors and agents

(including withholding taxes, if any); and

l.      any claim for violation of any rule or code of conduct or ethics of any Licensing Authority (e.g., a state bar), including but not limited to fee-splitting, advertising or the unauthorized practice of a profession; and

m.   your withholding of information regarding or your misrepresentation of your status in regard to your representations and warranties.

If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against MTC Indemnitees, written notice thereof shall be given to Provider within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of MTC Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that Provider demonstrates damage caused by such failure.  After such notice, Provider shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice (subject to the reasonable approval of MTC) to handle and defend the same, at Provider's reasonable cost and expense. MTC Indemnitees shall cooperate in all reasonable respects, at Provider’s cost and expense, with Provider and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom.  Provider shall not, without the prior written consent of MTC Indemnitees, effect any settlement of any proceeding in respect of which MTC Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by Provider and includes an unconditional release of MTC Indemnitees from all liability on claims that are the subject matter of such proceeding.

If Provider shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then MTC Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as MTC Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by Provider upon demand by MTC

Indemnitees.

MTC may deduct or offset or withhold Provider Fees if MTC, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to MTC to which MTC would be entitled to indemnification by you.

21     TERMINATION

21.1 TERMINATION OF A PROVIDER OR A PROJECT

A Client may terminate or pause one or more milestone(s) or the entire Project at any time upon written notice by clicking on “terminate project” or “switch” or “pause” in the Client’s Project Ground Control management panel. From that moment on, there shall be no additional billing by you except as to time used prior to the termination or approved expenses incurred prior to the termination. Any dispute associated with such termination shall be resolved as provided hereinbelow.

21.2 TERMINATION OF THIS AGREEMENT

You may terminate this Agreement upon written notice to MTC at any time without cause; such termination to be effective upon the later of the effective date stated in your writing or your completion of any Projects for which you are then providing services; provided, however, that upon termination by you while you are still providing services on a Project, MTC reserves the right to terminate your services on such Project.

MTC may terminate this Agreement upon written notice to you at any time without cause; such termination to be effective on the effective date stated in such writing and MTC may, in its sole discretion, terminate your services for any Project(s) for which you may be providing services at the time of such termination letter.

Your right to receive your Provider Fees for all services completed and accepted prior to the effective date of termination shall not be affected, subject to the provisions of this Agreement relating to disputes and indemnification.

Upon termination, subject to the sections pertaining to Confidential Information, you may retain copies of Deliverables, notes and documents. Copies of all Ground Control Notes and documents shall remain with MTC (a) in the event the Client continues with MTC and/or (b) MTC is required to produce such information by a court of competent authority.

Except as otherwise required by law, you will not have access to Ground Control

Notes or other documents on the Site after termination of this Agreement.

In the event a provider terminates a Project or his/her account, or is unavailable for reasonable communication, and/or has not included proper files and notes in the back end Ground control system, and without proper written notice to MTC, MTC reserves the right to not pay such provider for Projects on which he/she has been working and to reverse funds paid to such provider for Projects and Provider Fees paid to provider within thirty (30) days prior to such termination or unavailability or within 30 days after discovery of missing files is reported.

22     DISPUTES

22.1 DISPUTES BETWEEN PROVIDERS AND CLIENTS

If and to the extent a dispute arises between you and a Client relating to the fees paid or to be paid by the Client or the services performed by you, and to the extent permitted by law (or not prohibited by applicable Licensing Authorities), you (and the Client in his/her/its Client Agreement) agree that such dispute will be resolved exclusively by MTC, in MTC’s sole and absolute discretion, and that in resolving any such dispute, MTC may consider whatever evidence MTC deems appropriate.

All decisions by MTC shall be final and non-appealable. If and to the extent the decision by MTC includes a refund or reimbursement of monies already paid to you, MTC may deduct or offset such refund or reimbursement against other Provider Fees due you or MTC may invoice you for such amount, which invoice shall be due and payable immediately upon receipt. MTC shall be immediately entitled to recover any and all costs and legal fees incurred in collecting any such amounts due from provider.

The Client Agreement provides that all Client disputes must be made not later than seven (7) days after achievement of the respective milestone or completion of the respective Project. Failure to make a claim within that period will render the dispute moot and resolution will be in favor of the provider.

Per the Client Agreement, a Client may not claim more than the Provider Fee with respect to any dispute; thereby limiting your damages.

22.2 DISPUTES BETWEEN YOU AND MTC

If and to the extent any dispute or claim as between you and MTC relating to this Agreement cannot be resolved as the result of good faith negotiations, such dispute or claim shall be resolved exclusively by arbitration in Palm Beach County, Florida, under and pursuant to the rules of the American Arbitration Association for Palm Beach County, in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. The prevailing Party shall be entitled to recover its cost and reasonable attorneys’ fees incurred in connection with such action from the other party.

You agree that any dispute you may bring to arbitration shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. This arbitration may be forced under the Federal Arbitration Act and MTC may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

Notwithstanding the foregoing, in the event that monetary damages are not a sufficient remedy for any threatened or actual breach of this Agreement, in addition to monetary damages, either Party shall be entitled to seek other remedies at law, injunctive or other equitable relief and/or specific performance to remedy or prevent any threatened or actual breach of this Agreement in any court of competent jurisdiction without the requirement of a bond.

23     LIMITATION OF LIABILITY

IN NO EVENT WILL MTC BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS

OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF MTC ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE DIFFERENCE BETWEEN THE TOTAL NET PRICE OF BLOCKS SOLD WITH RESPECT TO THE PROJECT WHICH IS THE BASIS FOR THE DISPUTE LESS FEES PAID TO YOU WITH RESPECT TO SUCH PROJECT(S) DURING THE 6 MONTHS PRIOR TO INITIATION OF THE DISPUTE. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED

HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

For purposes of this section, any reference to “MTC” shall include MTC’s affiliates, officers, employees, principals, agents and contractors.

24     ASSIGNABILITY

Provider may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. MTC may assign this Agreement upon written notice to you. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.

25     FORCE MAJEURE

MTC shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of MTC.

26     MODIFICATIONS

MTC may amend this Agreement at any time, in its sole and absolute discretion; provided any changes in fees and costs and/or services shall be applicable only after the effective date of such change (which shall be not less than thirty (30) days after the change is posted on the Site, and your rights with respect to fees and costs earned or incurred prior to the effective date shall remain unchanged). Your continued use of the Site after the effective date of any such modification shall be conclusive evidence of your consent to be bound by such modification.

No amendment, modification or waiver of any of the terms of this Agreement will be binding upon MTC except by a written instrument signed by a duly authorized representative of MTC or posted on the Site by MTC.

27     INTERPRETATION

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.

This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

28     SEVERABILITY

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

29     VIOLATIONS OF THESE RULES

Failure to abide by the terms of this Agreement may, in the sole discretion of MTC, result in suspension or termination of your account.

30     SURVIVAL

Notwithstanding anything to the contrary contained herein, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.

Specifically, Sections 2, 6, 7, 10-14, 16-21, 24-30 shall survive termination of this Agreement.

31     NOTICES

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage pre-paid, or delivered via telecopier or facsimile transmission addressed as follows, or to such other address as such Party may notify to the other Parties in writing:

At such address and email as you indicate in your application.

Notices, demands or requests which MTC or you are required or desire to give the other hereunder shall be deemed to have been properly given for all purposes if (A) hand delivered to the Party's notice address, (B) delivered to a nationally recognized overnight courier such as FedEx, UPS or DHL to its addressee at such Party's notice address, or (C) delivered via telecopier or facsimile transmission to the Party's facsimile number. Each such notice, demand or request shall be deemed to have been received upon the earlier of (i) actual receipt or refusal by the addressee if hand delivered in accordance with clause (A) or (B) above, or (ii) the date and time of transmission if sent during business hours in accordance with clause (C) above. The Parties shall notify the other of any change in address, which notification must be at least two business days in advance of it being effective. Notices may be given on behalf of any Party by such Party's legal counsel. For a notice to be valid and effective, an email copy of such shall notice shall be sent concurrently to the addressee’s email. An email notice alone shall be sufficient upon acknowledgment of receipt by the recipient or the recipient’s reply to such email, direct or indirect.

32     ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between you and MTC relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and MTC, written or oral, to the extent they relate in any way to the subject matter hereof.

PRIVACY POLICY

      1.   In General

Mothership Transports Corporation (“we” or “us”) values our customers (including Clients and Providers) and respects their privacy. This privacy policy (“Privacy Policy”) governs our collection and use of data in connection with our Site, or any Services or Projects. Terms capitalized but not defined in this Privacy Policy shall have the meaning ascribed to them in our Client Agreement, Provider Agreement, and/or other terms of service, which may be made available from time-to-time at www.mothershipcorp.com/terms.

This Privacy Policy sets forth the nature, purpose, use and sharing of any Personal Information. “Personal Information” or “Personal Data” and as used in this Privacy Policy, means information that can be used on its own or with other information to identify, contact, or locate you, or to identify you in context. This includes your name, physical address, email address, telephone number, payment card information, account username, and other identifying information. It also includes other information that may be associated with your Personal

Information, such as your location, IP address, preferences, or interests.

Importantly, we may collect Personal Information directly from you when you visit our Site or otherwise in connection with any Services or Projects. This Privacy Policy does not govern privacy practices associated with offline activities, websites other than ours, or practices of third parties that we do not own or control, such as our partners, third party service providers featured on the Site in connection with any Services or Projects. We are not responsible for the content or privacy practices of third-party websites or integrated products to which the Site, or any Services or Projects may link. You should review the privacy policies of such sites before using the associated sites.

The Site, Services, and Projects are intended for adult audiences only, and we do not knowingly collect any Personal Information from anyone under 13 years of age. If you are under age 13, please do not provide any Personal Information about yourself to us. If we learn that we have collected Personal Information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any Personal Information from a child under the age of 13, please contact us immediately.

Please read this Privacy Notice carefully so that you have a clear understanding of how we collect, use, otherwise handle and protect your Personal Information. IF YOU HAVE

OBJECTIONS TO THE PRIVACY POLICY, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE APPLICABLE SITE, SERVICES, OR PROJECTS AND

FOLLOW   THE   PROCEDURE   DESCRIBED   IN   THE   SECTION   ENTITLED   “YOUR

PRIVACY RIGHTS.”

2.     Changes in Privacy Policy

Any Personal Information that we collect and maintain will be subject to this Privacy Policy, as amended from time to time. We may change the Privacy Policy at our sole discretion. However, if at any time we make material changes to the Privacy Policy, we will notify you of those changes on the Site or otherwise and through the publishing of an updated Privacy Policy. If as the result of such changes you want to alter the ways in which we can use your Personal Information, you can do so by following the procedure described in the section entitled “Your Privacy Rights.”

3.     Collection of Information

We may collect certain information from you when you use our Site or otherwise in connection with Services or Projects. We collect and obtain your information in a few ways: there is information that you choose to give to us, information we obtain through your use of our Site, Services or Projects and information we obtain from third parties. Each of these is detailed below:

a.     We collect the Personal Information you give us when you register with the Site or use the Services or Projects, including name, address, credit card or bank information, and other Personal Information requested or the information you choose to give us.

b.    We automatically collect certain kinds of non-personal information from you when you use the Site, including device, browser type, operating system, CPU speed, referring or exit webpages, click patterns, session ID, and your computer’s IP address.

c.     We may on occasion supplement or correct the Personal Information you submit to us and your IP address with information in our other databases or information from third-party sources in order to reduce errors in our database, authenticate our users, prevent fraud and prevent abuse ices, as well as to provide more consistent, relevant experiences to our users.

d.    We may collect general information about use of the Site, Services, or Projects, such as what pages visitors access, the number of visits, average time spent on the Site, Services, or Projects, and other similar factors. This information is generally collected in aggregate form, without identifying any user individually, although IP addresses and Session ID in relation to downloads may be tracked as part of our fraud prevention efforts.

4.     Location-Based Services

Some services may contain functionality that can enable us to access your location and tailor your experience based on your location (“Location-based Services”). To use Location-based Services, you must enable certain features of your mobile device (e.g., GPS, WiFi, or Bluetooth) to allow us to identify your location. To the extent your location is collected through WiFi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party that may access such information for the purpose of providing such data services to us. You agree to such access by such third parties. You may enable or disable such Location-based Services at any time via a menu within the Site. If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the menu, you will not be able to utilize certain features of the Site or Services or Projects. By enabling Location-based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the Site, Services, or Projects; (ii) we may provide Location-based Services related to and based on your then-current location; and (iii) we may use any such information collected in connection with the provision of Location-based

Services in providing the Site, Services, or Projects. PLEASE NOTE THAT LOCATION DATA

MAY    NOT    ALWAYS    BE    ACCURATE,    AND   WE   DISCLAIM    ANY   AND    ALL

WARRANTIES RELATED TO LOCATION-BASED SERVICES.

We may use your location to provide you with advertisements, offers, and other promotional content as part of the Site.

5.     How Your Information is Used

Except as provided herein, we collect and use your personal and non-personal information for internal purposes only or for gathering aggregate and anonymized data. We may use, store, and process your information in the following ways:

?      To enable you to access and use Site, Services, or Projects.

?      To conduct routine business operations such as billing, identification, authentication, contact purposes and general research. As part of our routine business operations, we may transfer your Personal Information to certain third parties with whom we contract for the limited purpose of providing services such as web hosting, email, and credit card processing. These service providers are obligated to protect your information, and they do not use your Personal Information for their own commercial purposes.

?      To employ internal marketing techniques such as tracking customer preferences to provide a customized experience and communicating with you about our services, special offers, and other services.

?      To enhance Site, Services, or Projects.

?      To gather generic product, location and other contributed information to make reports based on aggregate anonymized data, which we may use internally, or which we may sell to others.

?      To comply with court and governmental orders.

?      To fulfill another legitimate interest, when not overridden by your interests or, where applicable, your fundamental rights and freedoms which require the protection of Personal Information.

?      When you otherwise consent for us to do so. We may ask for your consent to process your Personal Information for a specific purpose that we communicate to you, for instance, to receive our newsletter and other such mailings you may be interested in. When you consent to our processing your Personal Information for a specified purpose, you may withdraw your consent at any time and we will stop processing of your data for

that purpose.

6.     Tracking, Use of Cookies, Web Beacons and Similar Devices

In order to improve our services and provide more convenient, relevant experiences to our customers, we and our agents may use “cookies,” “web beacons,” and similar devices to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables us to record your passwords and preferences. It cannot be executed as code or deliver viruses. A web beacon is a small transparent .gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. Most browsers are initially set to accept cookies, and most services that include similar devices are typically initially activated to collect data. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether to accept it. We do not support browsers’ Do Not Track features. You can enable or disable Do Not Track by visiting the preferences or settings page of your browser. If you disable cookies, you may lose some of the features and functionality of using our Site, as cookies may be necessary to track and enhance your use and access.

We may, either directly or indirectly, track your behavior on our Site, Services, or Projects for purposes of our own customer support, analytics, research, product development, fraud prevention, risk assessment, regulatory compliance, investigation, as well as to enable you to use and access the Site, Services, or Projects and pay for your activities on the Site, Services, or Projects. We may also, either directly or through third parties we engage to provide services to us, track your behavior on our Site, Services, or Projects.

7.     Protecting Your Information

We use a variety of security measures, including SSL, encryption, and authentication tools, to help protect your information. We do not retain your Personal Information for longer than is necessary for our business purposes. When we no longer need your Personal Information, we dispose of it safely.

Our security measures include standard international data protection measures as well as those described in the EU GDPR implementing regulations. These measures may also include periodic system-wide password resets with high password strength requirements. We strongly discourage password sharing. Due to the nature of the information and related technology, we cannot be held responsible if you share your own login credentials with others. If we learn of a security breach, then we will immediately reset your account password and attempt to notify you as per GDPR guidelines to take appropriate steps. 

8.     Data Processing

In submitting any third-party personal data within the context of the Site, Services, or Projects (“Third-Party Data”), the parties agree that you shall be the Data Controller and you appoint us as a Data Processor of such data, for the purpose of providing Site, Services, or Projects. To the extent that we are a Data Processor for you in respect of such Third-Party Data, we will:

?      Implement appropriate technical and organizational measures to safeguard the Third-Party Data against any unauthorized or unlawful access, loss, destruction, theft, use or disclosure. We implement basic level security in accordance with United States law. If higher levels of security are required, please contact us.

?      Limit access to the Third-Party Data only to those employees who need to know it to enable the Data Processor to perform our services and shall take appropriate steps to ensure the reliability of those of our employees or subcontractors who have access to such Third-Party Data.

?      Only process the personal data as specified by this Privacy Policy and in accordance with your instructions and will not use the Third-Party Data for any purposes other than those related to the performance of the Site, Services, or Projects or pursuant to your written instructions.

?      Upon the expiry or termination of this Privacy Policy, or upon your request, cease any and all use of the Third-Party Data and destroy or return it to you.

?      Not disclose the Third-Party Data to any third-party without your prior written consent. Such consent is granted on, for example, your instruction to share a dashboard with third parties (public or within a restricted group).

We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the Site, Services, or Projects. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place which is sufficient to require it to treat personal data in accordance with the applicable provisions of this Privacy Policy and applicable law. You authorize us to subcontract the provision of technology and commercial services to members of our corporate group.

You represent and warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us in the course of the provision of Site, Services, or Projects. 

      9.   Disclosure to Third Parties

We will not share your Personal Information with third parties without your express consent, except in the limited circumstances described below:

?      We may share your Personal Information third party service providers for the limited purposes described in the section entitled “How Your Information is Used”.

?      We will share your Personal Information when required by law, regulation, or litigation, and as necessary for purposes of national security, law enforcement, or other issues of public importance.

?      We may also engage third parties, including but not limited to technology services and services to help verify your identification, to conduct checks against databases such as, but not limited to, public government databases (where legally allowed), to otherwise assist us with fraud prevention and risk assessment, to assist us with customer service, to serve targeted ads, and to facilitate the payments or refunds. We may provide Personal Information about you to these third parties, or give them access to this Personal Information, for the limited purpose of allowing them to provide these services. We will ensure that such third parties have contractual obligations to protect this Personal

Information and not to use it for unrelated purposes.

?      If we sell assets or are acquired by or merged with another entity, we may provide such entity customer information without obtaining your further consent. We may provide to you notice of such asset sales, acquisitions, or mergers.

10.  International Transfers

If you are visiting this Site or engaged in Services or Projects from a country other than the United States, the various communications you send and receive may result in the transfer of information across international boundaries.  If you are located in the European Union you should be aware that information you provide or which is otherwise collected on this Site, Services, or Projects rendered may be transferred to countries (including the United States) which may not have data protection laws deemed as adequate as those in the EU.

Notwithstanding the foregoing, the Site, Services, or Projects are intended for users in the United

States and those not governed by privacy policies of other countries. Users outside the United States are advised not to disclose Personal Information to us.

11.  Your Privacy Rights

We will ensure that you can exercise your rights pertaining to your Personal Information, including rights as provided by various data protection laws. We therefore inform you that, where applicable under relevant law, you are entitled:

?      to have access to your Personal Information upon simple request – that is, you may receive a copy of such data (if requested), unless such data is made directly available to you, for instance within your personal account;

?      to have access upon simple request, and free of charge, the categories and names of addresses of third parties that have received Personal Information for direct marketing purposes;

?      to obtain a rectification of your Personal Information should it be inaccurate, incomplete or obsolete;

?      to obtain the deletion of your Personal Information in the situations set forth by applicable data protection law (the “right to be forgotten”).

?      to withdraw your consent to the data processing without affecting the lawfulness of processing, where your Personal Information has been collected and processed based on your consent. If at any time you wish to withdraw your consent to our processing of your data or opt out of our use of your information for internal marketing purposes or for compiling aggregate risk reports, you may do so by sending a written notice to: Privacy@Mothershipcorp.com. Note that your withdrawal of consent may prevent us from providing the Site, Services, or Projects to you;

?      to object to the processing of your Personal Information (where it has been collected and processed based on our legitimate interests) in which case we may ask you to justify your request by explaining to us your situation;

?      to request a limitation of the data processing in the situations set forth by applicable law;

?      to have your Personal Information directly transferred by us to a third-party processor of your choice (where technically feasible and when processing is based on your consent); and

?      for non-discrimination, as defined under relevant law, in the Site, Services, or Projects or quality of Site, Services, or Projects you receive from us for exercising your rights.

Under certain laws, you may also have the right to “opt-out” of having your Personal Information sold to a third party. However, we do not sell your Personal Information to any other party. Only in the case of a merger, sale, financing, acquisition, or other transaction involving all or part of us may your information be involved in a transaction.

For deletion/“right to be forgotten” requests, we will undertake a good faith effort to accommodate requests for access to or deletion of personal information. However, these requests may be subject to the evaluation of additional factors, including disproportionate burden or expense, or the risk to the rights, including the privacy rights, of others.

We will strive and work to resolve any inquiry you may have regarding our privacy practices. EU residents may also file a complaint before a competent data protection authority regarding the processing of your Personal Data. While we suggest that you contact us beforehand, if you wish to exercise this right, you should contact the competent data protection authority directly.

If you have any questions, would like to exercise any of these rights, or if you need any assistance with privacy related matters, please contact us as described in the “How to Contact Us” section below. We will take the necessary steps to respond to you as soon as possible.

12. Your Choices

?      If at any time you are uncomfortable with our use of your Personal Information for internal marketing purposes and for the purpose of creating aggregate reports, you may opt-out by email as described in “Your Privacy Rights.” Note that if you opt not to provide us with certain mandatory information, then our products and services may be unavailable to you.

?      You may similarly opt out of receiving communications from us, although we may find it necessary to continue to communicate with you regarding your use of the Site, Services, or Projects.

?      For our websites, you may set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this Site may then be inaccessible or not function properly.

13.  Governing Law

The terms of this Privacy Policy are governed by and in accordance with the laws of the state of Florida, and, where applicable, the laws of the countries where our servers are located. You should not provide us with any Personal Information unless you consent to the application of United States law and, where applicable, Florida law, and to the use and disclosure of your information in accordance with the terms of this Privacy Policy.

14.  How to Contact Us

If you have any questions regarding this Policy or our privacy practices, you can contact us at:

Mothership Transports Corporation

Attn: [INSERT NAME]

[STREET]

[CITY][STATE][ZIP]

Toll-free: xxx-xxx-xxxx

Or by email at: Privacy@Mothershipcorp.com

We take our users’ privacy concerns seriously. If you believe that we have not complied with this Privacy Policy with respect to your Personal Information, you may write to us at the address noted above.

INTELLECTUAL PROPERTY POLICY

Mothership Transports Corporation (“we” or “us”) respects the Intellectual Property rights of others and expects its users to do the same.  Under the U.S. Digital Millennium Copyright Act (“DMCA”) copyright owners can file a complaint where they believe materials infringe on their copyright.  It is our policy, in appropriate circumstances and at its discretion, to disable and/or terminate the account or access of users who infringe or are repeatedly charged with infringing the Intellectual Property rights of others including copyrights, trademarks, trade secrets, and patents. We will respond expeditiously to claims of Intellectual Property infringement committed using the Site that are adequately and timely reported to us. Terms capitalized but not defined in this Intellectual Property Policy shall have the meaning ascribed to them in our Client Agreement, Provider Agreement, and/or other terms of service, which may be made available from time-to-time at www.mothershipcorp.com/terms.

If you are an Intellectual Property owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged infringements taking place on or through the Site or through any Services or Project by submitting a complete Notice of Alleged Infringement (“Notice”) as described below and delivering it to us. Upon receipt of the Notice as described below, we will take whatever action, in its sole discretion, it deems appropriate, including removal of the alleged infringing content from the Site.

 Notice of Alleged Infringement

1.     Provide your mailing address, telephone number, and, if available, email address.

2.     Identify the Intellectual Property that you claim has been infringed by providing a comprehensive list of the items (works, trademarks, etc.) that you claim have been infringed.  If your work is registered with the United States Patent and Trademark Office, United States Copyright Office, or other Intellectual Property office or jurisdiction, you must include copies of the registration certificates or information sufficient to confirm that such work is in in fact protected.

3.     Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

4.     Provide your full legal name and electronically sign and affirm the following statement:  "I hereby affirm that I have a good faith belief that the disputed use of the material is not authorized by the owner, its agent, or the law (e.g., as a fair use).  I affirm that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or

authorized to act on behalf of the owner, of the Intellectual Property or of an exclusive right under the Intellectual Property that is allegedly infringed."

5.     Deliver this Notice, with all items completed, to us by e-mail to IP@Mothershipcorp.com.

Service Industry Employee Safety

Manual

Mothership Transports Corporation

An Employee Guide to Safety Policies & Procedures to Support a Safety-Conscious Work Environment

Provided by: Insurance Office of America

Legal disclaimer to users of this form employee handbook:

The materials presented herein are for general reference only. Federal, state and/or local laws, or individual circumstances, may require the addition of policies, amendment of individual policies, and/or the entire Handbook to meet specific situations. These materials are intended to be used only as guides and should not be used, adopted, or modified without the advice of legal counsel. These materials are presented, therefore, with the understanding that the Company is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

Commitment to Safety

Mothership Transports Corporation recognizes that our people drive the business. As the most critical resource, employees will be safeguarded through training, provision of appropriate work surroundings, and procedures that foster protection of health and safety. All work conducted by Mothership Transports Corporation’s employees will take into account the intent of this policy. No duty, no matter what its perceived result, will be deemed more important than employee health and safety.

Mothership Transports Corporation is firmly committed to the safety of our employees.  We will do everything possible to prevent workplace accidents and we are committed to providing a safe working environment for all employees.

We value our employees not only as employees but also as human beings critical to the success of their family, the local community, and Mothership Transports Corporation.

Employees are encouraged to report any unsafe work practices or safety hazards encountered on the job.  All accidents/incidents (no matter how slight) are to be immediately reported to the supervisor on duty.

A key factor in implementing this policy will be the strict compliance to all applicable federal, state, local, and Company policies and procedures.  Failure to comply with these policies may result in disciplinary actions.

Respecting this, Mothership Transports Corporation will make every reasonable effort to provide a safe and healthful workplace that is free from any recognized or known potential hazards.  Additionally, Mothership Transports Corporation subscribes to these principles:

1.     All accidents are preventable through implementation of effective Safety and Health Control policies and programs.

2.     Safety and Health controls are a major part of our work every day.

3.     Accident prevention is good business.  It minimizes human suffering, promotes better working conditions for everyone, holds Mothership Transports Corporation in higher regard with customers, and increases productivity.  This is why Mothership Transports Corporation will comply with all safety and health regulations which apply to the course and scope of operations.

4.     Management is responsible for providing the safest possible workplace for Employees.

Consequently, management of Mothership Transports Corporation is committed to allocating and providing all of the resources needed to promote and effectively implement this safety policy.

5.     Employees are responsible for following safe work practices and company rules, and for preventing accidents and injuries.  Management will establish lines of communication to solicit and receive comments, information, suggestions and assistance from employees where safety and health are concerned.

6.     Management and supervisors of Mothership Transports Corporation will set an exemplary example with good attitudes and strong commitment to safety and health in the workplace.  Toward this end, Management must monitor company safety and health performance, working environment and conditions to ensure that program objectives are achieved.

7.     Our safety program applies to all employees and persons affected or associated in any way by the scope of this business.  Everyone’s goal must be to constantly improve safety awareness and to prevent accidents and injuries.

Everyone at Mothership Transports Corporation must be involved and committed to safety.  This must be a team effort.  Together, we can prevent accidents and injuries.  Together, we can keep each other safe and healthy in the work that provides our livelihood.

President                                                                                  Risk Manager

Table of Contents

1.

2.

Employee Safety Responsibilities

The primary responsibility of the employees of Mothership Transports Corporation is to perform his or her duties in a safe manner in order to prevent injury to themselves and others.

As a condition of employment, employees MUST become familiar with, observe, and obey Mothership Transports Corporation’s rules and established policies for health, safety, and preventing injuries while at work.  Additionally, employees MUST learn the approved safe practices and procedures that apply to their work.

Before beginning special work or new assignments, an employee should review applicable and appropriate safety rules.

If an employee has any questions about how a task should be done safely, he or she is under instruction NOT to begin the task until he or she discusses the situation with his or her supervisor. Together, they will determine the safe way to do the job.

If, after discussing a safety situation with his or her supervisor, an employee still has questions or concerns, he or she is required to contact the Safety Coordinator.

NO EMPLOYEE IS EVER REQUIRED to perform work that he or she believes is unsafe, or that he or she thinks is likely to cause injury or a health risk to themselves or others.

General Safety Rules

Conduct

Horseplay, ‘practical jokes,’ etc., are forbidden.  Employees are required to work in an injury-free manner displaying accepted levels of behavior.  Conduct that places the employee or others at risk, or which threatens or intimidates others, is forbidden.

Drugs and Alcohol

Use and/or possession of illegal drugs or alcohol on company property or on company time are forbidden.  Reporting for work while under the influence of illegal drugs or alcohol is forbidden.

Housekeeping

You are responsible to keep your work area clean and safe. Clean-up several times throughout the day, disposing of trash and waste in approved containers, wiping up any drips/spills immediately, and putting equipment and tools away as you are finished with them.

The following areas must remain clear of obstructions:

?       Aisles/exits

?       Fire extinguishers and emergency equipment

?       All electrical breakers, controls, and switches

Injury Reporting

All work-related injuries must be reported to your supervisor immediately.  Failure to immediately report injuries can result in loss of Workers’ Compensation benefits.  After each medical appointment resulting from a work-related injury, you must contact your supervisor to discuss your progress. You must also give your supervisor any paperwork that you received at the appointment.

Mothership Transports Corporation provides Transitional Return to Work (light duty) jobs for persons injured at work. Transitional work is meant to allow the injured or ill employee to heal under a doctor’s care while she/he remains productive.  Employees are required to return to work immediately upon release.

Employee Safety Responsibilities

Off-Site Safety

a.     Employees of Mothership Transports Corporation are required to follow all off-site safety and security procedures during client visits.

b.     If your client host does not advise you regarding safety hazards consider the following:

?       Emergency exit location(s);

?       Keep your eye on the path you are walking and avoid any tripping/slipping hazards. When on stairs maintain three point contact (hand on rail and feet on stairs);

?       When visiting construction sites, eye protection, hearing protection, and hard hats are required. This equipment will be in the possession of the Mothership Transports

Corporation employee and not provided by the client ? Wear shoes that support your feet and are slip resistant.

?       Avoid clothing that is either constrictive or too loose; loose clothing be get caught in machinery or other equipment.

These rules are established to help you stay safe and injury free. Violation of the above rules, or conduct that does not meet minimum accepted work standards, may result in discipline, up to and including discharge.

When working at different locations, employees are required to follow the above rules, as well as all location rules and procedures, and work in a manner that reflects positively on the company. Before operating any equipment at a customer location, permission must first be secured from the customer contact.

Safety Orientation Training

The Company is committed to providing safety and health related orientation and training for all employees at all levels of the Company.  The Company will maintain and support a program to educate and familiarize employees with safety and health procedures, rules, and safe work practices.  The training subjects and materials have been developed using industry best practices criteria and site-specific data.

The training may include, but not be limited to the following:

1.     Company specific accident and incident data

2.     Hazards associated with the work area

3.     Hazards associated with a specific job or task

4.     Operation of specific equipment

5.     Personal protective equipment

6.     Emergency procedures

7.     Employee accident reporting requirements

8.     Return to work program

9.     Any OSHA required training not included or addressed above

Periodic Inspections

It is the policy of our Company that workplaces are subject to periodic safety and health inspections to ensure implementation and execution of our policies and procedures as relates to employees, contractors, and vendors.

All employees are responsible for cooperating during these inspections and managers and supervisors are responsible for initiating corrective actions to improve items discovered during the walk-through inspection.

Incident Reporting

1.     Any work-related injury or suspected injury must be reported immediately to your supervisor, Job Site Foreman and to Human Resources. A [insert form name] form must be completed. Failure to promptly report an injury may result in disciplinary action.

2.     Human Resources will issue a [insert form name] for the injured employee to take to the treating medical practitioner. The employee must return this form to Human Resources by the next business day.

3.     After each practitioner appointment, the employee must report to his/her supervisor and Human Resources to review his/her progress.

4.     Mothership Transports Corporation provides light duty work for employees recovering from injury. Employees are required to return to light duty work immediately upon release.

5.     An accident investigation will be conducted to determine the root cause of the accident. The injured employee will be asked to participate in the investigation.

Return to Work Program

It is our goal to prevent work-related injuries from happening.  We are always concerned when one of our employees is injured or ill due to a work-related condition. We believe that such absences cost both Mothership Transports Corporation and its employees. We want our injured employees to get the best possible medical treatment immediately to assure the earliest possible recovery and return to work.

Mothership Transports Corporation has a workers’ compensation program available for employees who have suffered work-related injuries. The program’s administrator will determine, based upon their guidelines, whether you are eligible for wage loss or medical expenses under that program.

Mothership Transports Corporation wants to provide meaningful work activity for all employees who become unable to perform all, or portions, of their regular work assignment. Thus, we have implemented a Return to Work program, which includes transitional or light duty work. The Return to Work program is temporary, not to exceed six months.

Employee Procedures

?       All work-related injuries should always be reported immediately to your supervisor no later than the end of the shift on which the injury occurs.

?       If a post-accident drug screen is not performed the same day as the injury, the employee will only be paid up to one hour while taking time out to have the drug screen sample collected.

?       You must complete and sign a Report of Injury or Illness form.

?       When medical treatment is sought, the injured employee must advise their supervisor that they are seeking treatment and obtain a Return to Work Evaluation form. Regardless of the choice of physicians, the Return to Work form must be completed for each practitioner visit. Mothership Transports Corporation will not accept a general note stating that you are only to be off of work.

?       Under this program, temporary light duty work is available for up to sixty (60) days (with a review of your progress every 30 days) while you are temporarily unable to work in your regular job capacity.  Transitional or light duty work beyond sixty (60) days, up to a maximum of six (6) months, will be evaluated on a case-by-case basis.

?       If you are unable to return to your regular job, but are capable of performing transitional duty, you must return to transitional duty. Failure to do so will result in your not being eligible for full disability benefits under the workers’ compensation program, and may result in disqualification for certain employee benefits and, in some cases, be a basis for termination.

?       Employees who are unable to work and whose absences Mothership Transports Corporation approves must keep us informed on a weekly basis of their status. Failure to do so will result in a reduction in benefits available and discipline, up to and including termination from employment.

?       If you are unable to return to your regular job or transitional duty, your absence must be approved under the Family Medical Leave Act (FMLA) program. For this purpose, you need to complete a Family Medical Leave Request form and submit it to the Human Resources Department. You must also have your practitioner complete both the Return to Work Evaluation form and Return to Work Request / Physician’s Authorization form.

?       Employees who are not eligible for leave under FMLA must return to light duty or regular work if at all possible.  If you are unable to return to any available work, your job position may be filled after a reasonable time.  When able to do so, you will be entitled to return to a suitable position, if available and consistent with any limitations.  However, you must keep us regularly informed of your status and any changes in your condition.

?       Employees must provide a Return to Work form indicating they are capable of returning to full duty.  Permanent restrictions will be evaluated on a case-by-case basis and relate to the performance of essential job functions.  No permanent light duty positions will be created.

?       Cooperate with our third-party administrator and provide accurate and complete information as soon as possible so that you receive all benefits to which you are entitled. If you have problems or concerns, please contact your Job Site Foreman and the Human Resources Department.

Emergency Action Plan

General Emergency Guidelines

?      Stay calm and think through your actions ? Know the emergency numbers:

?      Fire/Police/Ambulance 911

?      Internal Emergency Number (Insert Number if Applicable)

?      Human Resources (Insert Number or extension)

?      Page (Insert number and instructions if applicable)

?      Operator “0”

?      Know where the exits are located

?      In the event of any emergency, do not take elevators, use the stairs

?      Do not hesitate to call or alert others if you believe that an emergency is occurring, you will not “get in trouble.”

?      First aid supplies and emergency equipment are located (insert location) for use by those who are authorized and properly trained

Evacuation

?      Employees will be notified of a fire alarm either by the fire alarm system or by a paged announcement.

?      Upon becoming aware of a fire alarm, employees should immediately evacuate the job site. Do not delay evacuation to get personal belongings or to wait for co-workers. Also, all doors should be closed as the last person passes through. (Note: never use elevators during fire alarm situations).

?      Supervisors should be the last persons to leave the area. Check the job site to be sure that all personnel have evacuated.

?      Any employee having mobility, visual, hearing, or other condition, which may hinder them from becoming aware of an emergency or evacuating, should request special assistance through Human Resources.

?      Upon exiting the building, all personnel should report for a headcount.

?      If any employee is missing, an immediate report should be made to the incident commander who will in turn report to the first available fire department officer.

?      Employees should stay together in a group so that periodic updates on the situation can be issued.

?      The order to re-occupy a job site or building will be issued by the incident commander.

?      In the event of inclement weather, the incident commander will make arrangements for all personnel to move to shelter.

Fire Safety

?       Alert other persons in the immediate hazard area.

?       Activate a fire alarm or call [insert name] to page an emergency announcement.

?       If you have been trained, you can decide to use a fire extinguisher following these instructions:

-P=Pull the safety pin

-A=Aim the nozzle at the base of the fire

-S=Squeeze the operating lever

-S=Sweep side to side covering the base of the fire

*When using a fire extinguisher always stay between the fire and an exit; stay low and back away when the fire is extinguished.

*Never feel that using a fire extinguisher is required. If the fire is too hot, too smoky or you are frightened, evacuate.

?       Have someone notify the incident commander of where the emergency is located. He/she will relay this         information to the fire department.

Emergency Action Plan

Medical Emergency

?       Upon discovering a medical emergency, call 911.

?       Notify the supervisor and report the nature of the medical emergency and location.

?       Stay with the person involved being careful not to come in contact with any bodily fluids.

?       Send two persons (greeters) to the entrance to await the fire department. One person should call and hold an elevator car. Often two fire department units will arrive, so the second greeter should wait at the entrance to receive the second unit while the first greeter escorts the fire dept. personnel to the scene.

?       Employees in the immediate vicinity of the emergency, but not directly involved, should leave the area.

?       Human Resources will make any necessary notifications to family members of the person suffering the medical emergency

Severe Weather

?       The supervisor will monitor a weather alert radio. If a severe weather report is issued, she/he will immediately page the following announcement: [insert announcement]. (This announcement will be repeated three times).

?       Employees will shut down all equipment and will be instructed where to go for safety. The supervisor will take the weather radio with her/him. When the severe weather warning is cancelled, she/he will send runners to advise that it is safe to return to work areas. A general announcement will also be made.

Emergency Contact Information

FIRE DEPARTMENT:  _____________________________________________

TELEPHONE:  ______________________

POLICE DEPARTMENT:  __________________________________________

TELEPHONE:  _____________________

EMERGENCY MEDICAL SERVICES (AMBULANCE):  ________________

TELEPHONE:  _____________________

HOSPITAL:  ______________________________________________________

TELEPHONE:  _____________________

DOCTOR:  ______________________        ADDRESS: ____________________

TELEPHONE:  _____________________

JOBSITE TELEPHONE NUMBERS:

PROJECT NAME/NUMBER:

________________________________________________________________

ADDRESS:  ______________________________________________________

TELEPHONE:  _____________________

SITE SUPERINTENDENT:  __________________________________________ Cell/Home TELEPHONE: ________________

CLIENT CONTACT:  _______________________________________________

OFFICE TELEPHONE:  _____________

Cell/Home TELEPHONE: ________________

Sexual Harassment Policy

The Company does not tolerate harassment of our job applicants, employees, clients, guests, vendors, customers, or persons doing business with us.  Any form of harassment related to an employee’s race, color, sex, religion, national origin, age, citizenship status, veteran status, or handicap is a violation of this policy and will be treated as a disciplinary matter.  For these purposes, the term harassment includes, but is not limited to, slurs, jokes, or other verbal, graphic, or physical conduct relating to an individual’s race, color, sex, religion, or national origin; sexual advances; requests for sexual favors and other verbal, graphic, or physical conduct of a sexual nature.

Violation of this policy by an employee shall subject that employee to disciplinary action, up to and including immediate discharge.

Examples of conduct prohibited by this policy include but are not limited to:

?       Unwelcome sexual flirtation, advances, or propositions;

?       Verbal comments related to an individual’s age, race, gender, color, religion, national origin, disability, or sexual orientation;

?       Explicit or degrading verbal comments about another individual or his/her appearance;

?       The display of sexually suggestive pictures or objects in any workplace location including transmission or display via computer;

?       Any sexually offensive or abusive physical conduct;

?       The taking of or the refusal to take any personnel action based on an employee’s submission to or referral of sexual overtures; and

?       Displaying cartoons or telling jokes that relate to an individual’s age, race, gender, color, religion, national origin, disability, or sexual orientation.

Harassment of our employees in connection with their work by non-employees may also be a violation of this policy.

If you believe that you are being subjected to workplace harassment, you should:

1.     Tell the harasser that his or her actions are not welcome and they must stop, if you feel comfortable enough to do so.

2.     Report the incident immediately to your Manager, the Human Resources Manager, or the Employee Relations Department.

3.     Report any additional incidents that may occur to one of the above resources.

Retaliation of any kind against an employee who reports a suspected incident of sexual harassment is prohibited.  An employee who violates this policy or retaliates against an employee in any way will be subject to disciplinary action up to and including termination.

Workplace Violence

?       Any employee who feels that she/he has been threatened should immediately report their concern to the supervisor and to Human Resources.

?       If any person is observed exhibiting threatening behavior or making threatening statements, the person discovering the situation should warn others in the area and immediately notify Human Resources and stay away from the person exhibiting threatening behavior.

?       Depending upon the level of concern, the police department] (911) should be called immediately.

?       Never attempt to confront any person exhibiting threatening behavior.

If you have reason to believe that events in your personal life could result in acts of violence occurring at work, you are urged to confidentially discuss the issue with Human Resources so that a prevention plan can be developed.

Access to Employee Exposure & Medical Records

Employees and former employees, who are, have been, or will be exposed to toxic substances or harmful physical agents, such as noise, can have access to exposure and medical records maintained by the Company upon request.

Vehicle Use Policy

20.

To:        All drivers of Mothership Transports Corporation Effective:     [Effective_Date]

?       This policy applies to:

? Vehicles owned, leased, or rented to Mothership Transports Corporation.

? Personally owned vehicles driven by employees on behalf of Mothership Transports Corporation.

The following policy has been established to encourage safe operation of vehicles, and to clarify insurance issues relating to drivers and Mothership Transports Corporation.

?       All drivers must have a valid driver’s license.

?       Motor Vehicle Records will be checked periodically.  Driving privileges may be suspended or terminated if your record indicates an unacceptable number of accidents or violations.  Should your record fall into our insurance carrier’s guidelines of an, ‘unacceptable driver,’ your employment may be terminated.

?       Your supervisor must be notified of any change in your license status or driving record.

When operating your own vehicle for Mothership Transports Corporation business:

?       Your Personal Auto Liability insurance is the primary payer. Mothership Transports Corporation’s insurance is in excess of your coverage.

?       You should carry at least $[insert amount] per occurrence liability coverage.  Evidence of insurance coverage is to be provided to Mothership Transports Corporation each year, by a copy of your policy’s Declaration page or a Certificate of Insurance.

?       Mothership Transports Corporation is not responsible for any physical damage to your vehicle.

You must carry your own collision and comprehensive coverage. ? Report your mileage for expense reimbursement.

In the event of an accident:

?       Take necessary steps to protect the lives of yourself and others.

?       Comply with police instructions.

?       Do not assume or admit fault.  Others will determine liability and negligence after thorough investigation.

?       Report the accident to Mothership Transports Corporation as soon as possible.

By signing this document you are agreeing that you have read and understood the Vehicle Use policy, and will comply with it.

___________________                                 ___________________

       Employee’s Signature                                         Date

      ?        Motor Vehicle Record (MVR) Grading Criteria [Last 3 Years]

The following chart serves as a guideline for evaluating an employee’s Motor Vehicle Record (MVR). An employee with an MVR grade of “poor” will possibly not be insurable by our insurance carrier and could jeopardize their employment if they are unable to be insured.  Note that any “major” violation is a “poor” score.

o

OSHA Compliance Programs

Hazard Communication

1.     All Mothership Transports Corporation employees have a right to know what chemicals they work with, what the hazards are, and how to handle them safely.

2.     Material Safety Data Sheets (MSDS) are documents provided by the supplier of a chemical. MSDS detail the chemical contents, associated hazards, and general safe handling guidelines. At Mothership Transports Corporation, the MSDS collection is located at [insert location]. Employees are free to utilize the MSDS as needed.

3.     General rules for handling chemicals in an office environment are: ? Read all label warnings and instructions.

?       Follow instructions for quantity. More is not better.

?       Minimize contact with chemicals. Use double layer cloths or gloves to protect your skin and keep your face clear of the area to reduce inhalation.

?       Always wash your hands after handling chemicals.

?       If a chemical enters your eye(s) immediately hold open the injured eye(s) and rinse it/them with clean, cool water for 15 minutes. Then be sure to report the injury immediately.

?       Any questions or concerns regarding chemicals should be reported to your Job Site Manager and Human Resources.

4.     All chemical containers must be labeled to identify contents and hazards. Most labels    use numbers to rank the     hazard level in three important areas:

-       FIRE (red background color) - will the material burn?

-       HEALTH (blue background) - is the material dangerous to my body?

-       REACTIVITY (yellow background) - is the material dangerously unstable?

After each hazard (Fire, Health, and Reactivity), a number from 1-4 will be assigned. The number reflects the degree (or amount) of hazard:

-0  Minimal

-1  Slight

-2  Moderate

-3  Serious

Bloodborne Pathogens

1.     Blood and other bodily fluids can carry pathogens, which are capable of causing diseases in others. This includes HIV, which leads to AIDS and hepatitis.

2.     Because we cannot tell by looking at a person if they are infected with a pathogenic disease, we must take precautions following an illness or injury when bodily fluids are released.

3.     In the event of a person losing bodily fluids, stay away from the area and warn others to also do so. You can still stay close to the ill/injured person to support him/her, just be sure to stay out of contact any bodily fluids.

4.     In the event that you find spilled bodily fluids, a syringe, or other medically contaminated materials, do not attempt clean up by yourself. Call Human Resources immediately for instructions.

Personal Protective equipment (PPE)

Inspect PPE prior to each use.  Do not use damaged PPE. You are required to maintain and keep PPE clean.

Fire Prevention & Electrical Safety

Fire Prevention

1.      Smoking is only allowed in designated exterior smoking areas.

2.      No candles or open flames are allowed within the office facility.

3.      Contractors performing hot work must contact [insert name] for approval.

5.     Only space heaters provided by the company are approved for use within the facility. Employees using space heaters are responsible to turn the heater off when leaving their desk for extended periods of time (lunch, end of the workday, etc.).

6.     No flammable chemicals are allowed inside the building at any time. If you feel that there is a work-related need to use a flammable chemical, contact the supervisor for guidance on Hazard Communication and fire safety.

7.     Only trained and authorized employees are allowed to use a portable fire extinguisher in the event of an emergency.

Electrical Safety

1.     With the exception of independently fused multi-tap cords for computers, extension cords are not allowed.

2.     Keep electric cords out of areas where they will be damaged by stepping on or kicking them.

3.     Turn electrical appliances off with the switch, not by pulling out the plug.

4.     Turn all appliances off before leaving for the day.

5.     Never run cords under rugs or other floor coverings.

6.     Any electrical problems should be reported immediately.

7.     The following areas must remain clear and unobstructed at all times:

?                exit doors,

?                aisles,

?                electrical panels, and ?       fire extinguishers.

General Safety Precautions

Lifting

1.             Plan the move before lifting; ensure that you have an unobstructed pathway.

2.             Test the weight of the load before lifting by pushing the load along its resting surface. 3. If the load is too heavy or bulky, use lifting and carrying aids such as hand trucks, dollies, pallet jacks and carts, or get assistance from a co-worker.

4.             If assistance is required to perform a lift, coordinate and communicate your movements with those of your co-worker.

5.             Position your feet 6 to 12 inches apart with one foot slightly in front of the other.

6.             Face the load.

7.             Bend at the knees, not at the back.

8.             Keep your back straight.

9.             Get a firm grip on the object using your hands and fingers. Use handles when they are present.

10.          Hold the object as close to your body as possible.

11.          While keeping the weight of the load in your legs, stand to an erect position.

12.          Perform lifting movements smoothly and gradually; do not jerk the load.

13.          If you must change direction while lifting or carrying the load, pivot your feet and turn your entire body.  Do not twist at the waist.

14.          Set down objects in the same manner as you picked them up, except in reverse.

15.          Do not lift an object from the floor to a level above your waist in one motion. Set the load down on a table or bench and then adjust your grip before lifting it higher.

16.          Never lift anything if your hands are greasy or wet.

17.          Wear protective gloves when lifting objects that have sharp corners or jagged edges.

Ladders & Stepladders

1.             Read and follow the manufacturer's instructions label affixed to the ladder if you are unsure how to use the ladder.

2.             Do not use ladders that have loose rungs, cracked or split side rails, missing rubber foot pads, or are otherwise visibly damaged.

3.             Keep ladder rungs clean and free of grease. Remove buildup of material such as dirt or mud.

4.             Do not place ladders in a passageway or doorway without posting warning signs or cones that detour pedestrian traffic away from the ladder. Lock the doorway that you are blocking with the ladder and post signs that will detour traffic away from your work.

5.             Do not place a ladder at a blind corner or doorway without diverting foot traffic by blocking or roping off the area.

6.             Allow only one person on the ladder at a time.

7.             Face the ladder when climbing up or down it.

8.             Maintain a three-point contact by keeping both hands and one foot or both feet and one hand on the ladder at all times when climbing up or down the ladder.

9.             When performing work from a ladder, face the ladder and do not lean backward or sideways from the ladder. Do not jump from ladders or step stools.

10.          Do not stand on tables, chairs, boxes or other improvised climbing devices to reach high places.  Use the ladder or stepstool.

11.          Do not stand on the top two rungs of any ladder.

12.          Do not stand on a ladder that wobbles, or that leans to the left or right of center.

13.          When using a straight or extension ladder, extend the top of the ladder at least 3 feet above the edge of the landing.

14.          Secure the ladder in place by having another employee hold it if it cannot be tied to the structure.

15.          Do not move a rolling ladder while someone is on it.

16.          Do not place ladders on barrels, boxes, loose bricks, pails, concrete blocks or other unstable bases.

17.          Do not carry items in your hands while climbing up or down a ladder.

General Safety Precautions

Housekeeping

1.                  Do not place materials such as boxes or trash in walkways and passageways.

2.                  Sweep up shavings from around equipment such as drill presses, lathes or planers by using a broom and a dust pan.

3.                 

4.                  Do not store or leave items on stairways.

5.                  Do not block or obstruct stairwells, exits or accesses to safety and emergency equipment such as fire extinguishers or fire alarms.

6.                  Do not block the walking surfaces of elevated working platforms, such as scaffolds, with tools or materials that are not being used.

7.                  Straighten or remove rugs and mats that do not lie flat on the floor.

8.                  Remove protruding nails or bend them down into the lumber by using a claw hammer.

9.                  Return tools to their storage places after using them.

10.               Do not use gasoline for cleaning purposes.

11.               Use caution signs or cones to barricade slippery areas such as freshly mopped floors.

Job-Specific Safety Precautions

Office Safety

1.             Do not work on any computer, typewriter, or other electrical office machines if your hands are wet, nor while standing on damp floors.

2.             Never use carbon tetrachloride for typewriter cleaning.

3.             Do not mount pencil sharpeners so that they protrude beyond the edges of desks or tables.

4.             Do not stand on a swivel chair.

5.             Do not raise the seats on swivel chairs beyond the point where your feet can touch the floor.

6.             Do not compact material in the waste basket with your hands or your feet.

7.             Do not use cardboard boxes as waste receptacles

8.             Do not leave file drawers open; always use the handles to close them.

9.             Do not stack file cabinets on top of one another.

10.          Open one file cabinet drawer at a time.

11.          Put heavy files in the bottom drawers of file cabinets.

Storeroom/Stockroom

1.                  Stack heavy or bulky storage containers on middle and lower shelves of the storage rack.

2.                  Do not stack boxes, cases, or packages of product above the number or height recommended by the supplier.  Check with your manager if you are unsure.

3.                  Do not use razorblades, screwdrivers, or knives which were not supplied by the company to open boxes or cases.

4.                  Do not lift slippery or wet objects; use a hand truck.

5.                 

6.                  Do not smoke while handling chemicals labeled "Flammable."

7.                  Do not store chemicals labeled "Flammable" near sources of ignition such as space heaters.

8.                  Do not handle or load any containers of chemicals if their containers are cracked or leaking.

9.                  Obey all safety and danger signs posted in the workplace.

Warehouse Safety

1.                  When stocking shelves by hand, position the materials to be shelved slightly in front of you, so you do not have to twist when lifting and stacking materials.

2.                  Visually inspect for sharp objects or other hazards before reaching into containers such as garbage cans, boxes, bags or sinks.

3.                  Remove or bend nails and staples from crates before unpacking the crates.

4.                  When cutting shrink wrap with a blade, always cut away from you and your co-workers.

5.                  Do not try to kick objects out of pathways.  Push or carry them out of the way.

6.                  Do not let items overhang from shelves into walkways.

7.                  Move slowly when approaching blind corners.

8.                  Place heavier loads on the lower or middle shelves.

9.                  Remove one object at a time from shelves.

10.               Place items on shelves so that they lie flat and do not wobble.

Loading Docks

1.                  Keep the forklift clear of the dock edge while vehicles are backing up to the dock.

2.                  Do not begin loading or unloading until the supply truck has come to a complete stop, the engine has been turned off, the dock lock has been engaged (if one is being used), and the wheels have been chocked.

3.                  Do not drive the forklift into the truck until the bridge or dock plate has been attached.

4.                  Do not drive the forklift into a truck bed or onto a trailer that has "soft" or loose decking or other unstable flooring.

5.                  Drive straight across the bridge plates when entering or exiting the trailer.

6.                  Use dock lights or headlights when working in a dark trailer.

Job-Specific Safety Precautions

Physical Threat Control Procedures

1.                  If you perceive the possibility of a physical threat, use emergency telephone number listed near the telephone.

2.                  If you perceive no immediate physical threat:

a.               Notify other staff members and have a stand-by to render assistance.

b.              State clearly who you are and what you can do to help.

3.                  If you perceive the possibility of severe physical injury:

a.               Assume a non threatening physical posture and voice tone.

b.              State in clear concise terms what you want the individual to do.

c.               State what you can do to help.

d.              Speak with authority.

e.               Make direct commands.

f.                Set a time limit. At the end of set time, seek assistance from a staff

member.

4.                  If you are assaulted:

a.               Leave the area.

b.              Report assault to appropriate party(ies).

c.               Do not return alone.  Bring assistance with you.

5.                  Breaking up an altercation:

a.               Do not attempt to break it up alone.

b.              Call for help from staff members or call security.

c.               Stay out of the immediate area.

d.              Wait for help from at least one other person.  Do not intervene alone.

Robberies

1.                  Greet all customers that come into the store.

2.                  If an argument or fight breaks out on the premises, call the police and do not use physical force.

3.                  Do not be drawn outside the store for any reason.

4.                  Do not try to physically stop a shoplifter.

5.                  Keep the robbery as short as possible.  Do not resist or argue with a robber.

6.                  Keep your hands visible at all times.

7.                  Warn the robber of the movements you are going to make such as reaching for a bag or opening the cash register.

8.                  Do not chase or follow the robber as he leaves; call the police.

9.                  Do not pull a weapon if you are being held up.

Knives/Sharp Instruments

1.                  When handling knife blades and other cutting tools, direct sharp points and edges away from you.

2.                  Cut in the direction away from your body when using knives.

3.                  Use a knife that has been sharpened; do not use knives that have dull blades.

4.                  Do not use knives that have broken or loose handles.

5.                  Do not use knives as screwdrivers, pry bars, can openers or ice picks.

6.                  Do not leave knives in sinks full of water.

7.                  Do not pick up knives by their blades.

8.                  Carry knives with their tips pointed towards the floor.

9.                  Do not carry knives, scissors or other sharp tools in your pockets or an apron unless they are first placed in their sheath or holder.

10.               Do not attempt to catch a falling knife.

11.               Store knives in knife blocks or in sheaths after using them.

12.               Do not use honing steels that do not have disc guards.