General conditions of subscription as a Customer on the website

These general conditions of subscription as a client (hereinafter, the "Conditions" or "Subscription Conditions") regulate the contractual relationship between SHAKERS GLOBAL SOLUTIONS, S.L. and the legal entities or individuals who wish to register as a "Client" on the websitewww.shakersworks.com(hereinafter, the "Website"), in order to (i) benefit from the services offered by SHAKERS GLOBAL SOLUTIONS, S.L. and (ii) be able to count on the services of freelancers or companies that are registered on the Website as "Talent".

These Conditions will be valid for an indefinite period of time, as long as the Client has not unsubscribed from the Website, and will be applicable to all registrations made through theClient-registration form onthe Website.

SHAKERS GLOBAL SOLUTIONS, S.L. reserves the unilateral right to modify these Conditions, without this affecting registrations made prior to the modifications. Therefore, it is the Client's responsibility to periodically read the current applicable conditions.

Before registering on the Website, the Customer is obliged to read and accept these Conditions, theGeneral Conditions of Use and thePrivacy Policy. By such acceptance, the Customer expressly agrees to be bound in their full extent and scope, without exception to any of its provisions.

In all matters not regulated by the Subscription Conditions, they shall apply, in order of priority:

- Project Documents
- General Conditions of Use

1.IDENTIFICATION OF THE OWNER OF THE WEBSITE

Owner:SHAKERS GLOBAL SOLUTIONS, S.L. (hereinafter, "Shakers" or the "Company").

Registered office: : Calle Velázquez, 135, 1Dcha, 28006 - Madrid (MADRID).

Registry Information:Registro Mercantil de Madrid, Volume: 38.315, Folio: 191, Page: M-681728, and Inscription: 1.

C.I.F.:B-88235130

E-mail: go@shakersworks.com

2. DEFINITIONS

In these Terms of Subscription the following defined terms shall have the following meaning:

"Client" means the natural or legal person using the Website for strictly professional purposes, to contact or be connected to one or more Talent(s) of a Project.

"Content" means any message or information of any kind (text, images, videos, photographs, comments, trademarks, corporate names, etc.) posted by a User on the Website, as well as any message or information exchanged by the Client and the Talent on the Website (e.g., description of work, scope, amount for the performance thereof, deadline, formal proposal; etc.).

"Project Documents" means those documents entered into with Client and Talent that (i) govern the contractual relationship between Client and Talent and (ii) set forth the terms and conditions for the performance of the Project, based on the Content exchanged through the Web Site.

"Talent" means any natural or legal person, partnership, sole proprietorship, self-employed or other legal forms accepted in law who works independently or is engaged in performing work on a freelance basis and who offers his services to Clients through the Website.

"Final Price"means the amount to be paid by Client to Shakers for the provision of the Website Services as set forth in the Project Documents.

"Project" means the specific task and work to be performed by a Talent ultimately for a Client.

"Website" means the website, owned by the Company, the address of which iswww.shakersworks.com.

"Services" or"Website Services" encompasses all the services provided by Shakers through the Website in favor of the Client and, in particular, the service consisting in putting Talents and Clients in contact.

"Users"refers interchangeably to all Talents and Clients using the Company's services.

Any other term defined in these Terms of Subscription and not included in this definitions clause shall have the meaning expressly assigned to it in this document or in the General Terms of Use, as the case may be.

3. WEB SITE SERVICES

Upon registration as a Client and acceptance of these Terms of Subscription, the Client will be able to access the following Website Services:

1. a Talent Search Advisory Service:

a. An artificial intelligence service that evaluates and selects the Talent profiles that meet specific criteria according to the Project indicated by the Client. The Talent profiles will be recommended to the Client so that the Client can choose one or more Talents to provide their services within the framework of the Project.

b. In the event that a Talent terminates the Project entrusted to it by the Client in advance, the Client may, if necessary, ask the Company to propose new Talents who have a similar profile and may have the necessary skills to take over the services to be carried out within the framework of the Project.

c.The Company undertakes to communicate to the Client the new profiles of such Talent within fifteen (15) working days of the request.

d.The Client shall ultimately be solely responsible for the choice of the Talent that will participate in the Project.

A customized interface of the platform for the Client that allows its collaborative use by several Users of the Website.

Define the specific criteria of the Project on the basis of which the Talents will be selected;

2.To monitor the evolution of the Project, both ongoing and those already completed, for the Client;

Centralize and track all invoices and payments made on the Website;

a.The Company offers the Client the benefit of a protected personalized interface that will allow its employees/workers to contact directly those Talents on the Web Site, under the conditions previously established by the Client.

b. This interface will allow access to reporting tools with which the persons holding the status of Client's administrators for this interface will be able to use:

The Company may modify the interface of the Website to improve it and add functionalities to it. The Client acknowledges that the commitments made by its employees/workers through this interface with respect to Talents are commitments made on its behalf and under its responsibility.

3. Provision of the Client's own contractual documentation.

a. In the event that the Client wishes to offer to the Talents contacted through the Website specific conditions for the development of the Project, Shakers undertakes to make all the Client's specific contractual documentation available to the Talents for consultation purposes.

b. As soon as the Client and a Talent reach an agreement on the realization of a Project, the Company will generate and make available through the Website the specific contractual documentation, called "Project Documents", containing the conditions agreed between the Talent and the Client for the development of the Project. In this regard, the Project Documents will incorporate the payment terms provided in the plan chosen by the Talent at the time of registration on the Website at the Talent's choice. Currently, the plans available from Shakers are:

i. "Shakers Payments" Plan: through this plan, once the Talent complies with the specific delivery of each milestone according to the delivery dates set forth in the Project Documents, Shakers will pay the Talent the proportional part of the Final Price, according to the payment schedule set forth in the Project Documents. % of the agreed amount of the Remuneration will correspond to Shakers as commission for the services provided through the Platform. In this regard, Shakers will send the Client the corresponding invoice within 5 days from the completion of the Project. The Client undertakes to pay such invoice within 5 days from the issuance of the invoice.

ii.Hour Bags: through this plan, the Client may choose, by prior agreement with Talent, between the following options:

- contract a bag of hours prior to the execution of the Project. Once the Project is completed, the Client will receive the corresponding invoice to be paid within a maximum period of 5 days from its issuance;

- receive, upon completion of the Project, the invoice corresponding to the hours of work performed by the Talent within the framework of the Project. This invoice must be paid within a maximum period of 5 days from its issuance.

In case of non-conformity with the invoice, the Client may contact the Shakers Customer Success team.

4.Conduct the engagement with the Talent on behalf of the Client.

a. The Company may engage the Talent on behalf of the Client in connection with the Project in order to simplify for the Client the process of registering the Talent in its internal systems and the processing of those corporate obligations that are required as a result of the participation of the Talent in the Project and the work to be performed in the framework of the Client's Project.

b. Notwithstanding the fact that Shakers may contract with the Talent on behalf of the Client, the latter shall be exclusively liable for any possible claims of the Talent in the social order and/or before any labor administration, and the Client shall hold the Company harmless from any damage and prejudice that such claims may cause. The Client shall also indemnify the Company against any damages that may be caused to it by the Labor Inspectorate and/or the Social Security due to sanctions and/or monetary claims arising from the relationship that the Talents maintain with the Client. Not being this the Company's own business model and offering this service to the Client for the aforementioned purposes, the Client undertakes to collaborate with the Company in the fulfillment of the present obligation and to comply with and maintain special observance with respect to the obligations indicated in Condition V of the present Conditions.

The acceptance by the Client of the present Subscription Conditions does not create any obligation for the Client as regards the need to entrust through the Company the execution of work for any Project or to formalize the so-called Project Documents while the Client is registered, the decision to contract the execution of any work through the Web Site being simply discretionary and at the Client's sole discretion.

4.DURATION

Access to the Website Services as a Client will begin once the data required for registration have been entered, after acceptance of the Privacy Policy, the General Conditions of Use and these Subscription Conditions.

Access to the Website Services as a Client will remain in force for an unlimited period of time until the Client notifies Shakers of its cancellation as a Client to the following e-mail: go@shakersworks.com.

CONDITIONS OF EXECUTION OF THE PROJECT.

The Project will be executed by the Talents that, as a result of the negotiation made by the Client, are designated to carry out the same, as provided in the preceding clause. By virtue of these Subscription Conditions, the Client expressly agrees to make all communications related to the negotiation, development and execution of the Project through the Website.

The Client acknowledges that access to the Website and the Talent profiles contained therein is made on the understanding that the Projects shall be carried out outside the Client's offices. Therefore, as a general principle, it will not be required to travel to the Client's premises for the execution of the Project.

When, due to the needs of the Project, the physical presence of the Talent in the Client's offices is necessary, the latter will ensure that the Talent will also come with their own means and tools to carry out the Project in question and to reserve and grant them the spaces and conditions proper to those external to the company in accordance with their condition as Talent. Likewise, if occasionally this displacement is required by the Client to its offices, it will be the Client's responsibility to adopt all those internal measures that must be followed so that the Talent develops its activity as such and is identified in the Client's offices as an external professional who comes to the facilities in a timely manner to perform a specific work for a specific Project. The costs and expenses of such travel shall not be included in the fee previously negotiated with the Talent, unless otherwise agreed in the Project Documents.

The Talents shall execute the tasks and work established in the Project Documents according to the "Shakers Agile" methodology(https://www.shakersworks.com/nuestra-metodologia) and with their own material, technical and organizational criteria, having full freedom of schedule and vacation regime, all without prejudice to the execution deadlines and other circumstances that may be freely agreed in the Project Documents, according to the needs of the Client within the framework of the Project.

The Company guarantees the Client that it is an essential condition for registering on the Website, as Talent, to declare that he/she is a self-employed professional who does not have the status of an economically dependent employee of the Company or of any other entity. The Client shall inform Shakers if he/she becomes aware that such status has been changed or has reasonable doubts to understand that the Talent is or has become self-employed dependent of the Client.

Client acknowledges that the Talent(s) shall be given as much freedom as possible to perform the Project, all without prejudice to any deadlines for performance, the daily availability of the Talent and such other circumstances as Client and Talent may freely agree in the Project Documents for the performance of the Project.

The Client expressly agrees to provide the Talent with the necessary tools for the development and execution of the Project, in accordance with the provisions of the Project Documents. Likewise, the Client undertakes to adopt all such measures as may ensure its compliance and verification at all times, and shall hold Shakers harmless from any liability, damage or prejudice that may arise for it in case of breach by the Client with Talent of the obligations set forth in these Terms of Subscription and in the Project Documents. Notwithstanding the foregoing, the Client, if so requested, may rely on Shakers Customer Success service for any analysis related to the Project.

If Client wishes to hire a Talent to whom it has entrusted the development of a Project through the Website, it must inform Shakers.

6.PRICE.

The Final Price that the Client will have to pay for the provision of the Website Services will be the one expressly indicated in the Project Documents and that will be validated between the Client and the Talent. In this regard, and depending on the plan chosen by Talent, the Client shall pay the Final Price as follows:

Hour Pool: the Client shall pay the Final Price directly to the Talent, in accordance with the contracted hour pool and other conditions set forth in the Project Documents.

Shakers Payments Plan: Client will pay Shakers in accordance with the payment schedule and other conditions set forth in the Project Documents. Shakers retains the amounts paid by the Client until the specific delivery of each milestone. Upon Talent's specific delivery of each milestone, Shakers shall pay to Talent the pro rata portion of the Final Price, in accordance with the payment schedule set forth in the Project Documents. In case the Talent has chosen the Shakers Payments plan, Shakers shall be entitled to receive from the Client % of the agreed amount of the Final Price as remuneration for the services provided through the Website.

In the event that the Project is only partially executed, the Client shall be obliged to pay the proportional part of the Final Price corresponding to the work performed by the Talent within the framework of the partial execution of the Project.

All payments of the Final Price shall be made in Euros (€), unless payment in another currency is agreed in the Project Documents. The Final Price includes the commission due to Shakers for the Website Services.

Once the Project Documents have been validated, in the event that the Client requests the Talent to perform additional work within the framework of the Project, the Client and the Talent shall inform Shakers of the new conditions agreed upon, so that Shakers can generate the new Project Documents to be validated.

7.OBLIGATIONS OF SHAKERS.

Shakers shall have the following obligations:

1.to maintain and make the Website available in optimal conditions so that the Customer can properly benefit from the Website Services;

2. to provide the information that, in accordance with the Subscription Conditions and the rules of the Website, the Company has undertaken to provide to the Client in the context of the provision of the Website Services;

3.to inform the Client through the Website of any new features introduced on the Website that may affect its operation and the provision of the Website Services;

4.to watch over and verify that the Talents comply with the requirements that are required from time to time to be able to operate on the Web Site in accordance with the provisions of the General Conditions of Use;

5.to provide the Services of the Web Site with the correct diligence and good faith that is presumed to an orderly businessman.

6.exclusively in the event that the Talent has chosen the Shakers Payments plan, Shakers will have to pay the Final Price installment corresponding to the Talent in due time and form, in accordance with the conditions set forth in the Project Documents.

CLIENT'S OBLIGATIONS.

The Client's obligations shall be:

1.to comply with the rules required by the Company to use and operate the Website as may be provided for in this Agreement, as well as on the Website itself;

2.to provide Shakers with the information necessary to correctly identify the Project and to correctly define the terms and conditions of the Project Documents;

3.provide truthful and complete information on the scope of each Project to Shakers so that Shakers can propose coherent and realistic budgets;

4.provide the Talent with the necessary documentation and information so that they can meet the Project development and execution deadlines established in the Project Documents;

5.not hinder the development and execution of the Project by the Talent;

6.pay the Final Price in accordance with the provisions of the Project Documents and the chosen method of payment (Hour Exchange or Shakers Payments);

7.to comply in particular with all those obligations regulated in these Conditions, always acting in good faith and with the diligence of an ordinary businessman.

In the event that the Client wishes to hire the Talent by disengaging from the Platform, the Client (i) must inform Shakers immediately of such circumstance and (ii) agrees to pay 6% of the annual salary received by the Talent during the first year under the contractual relationship formalized outside the Platform.

Failure to comply with these obligations shall entitle Shakers to expel the Client from the Platform, as well as to claim damages.

INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.

Client acknowledges and agrees that Shakers is the exclusive owner of the intellectual, industrial, or any other property rights relating to the Website. This includes, among others, the rights of reproduction, distribution, public communication, making available and transformation of the Website and any of its elements, including source code, object code, technical documentation, user manual, etc., as well as any other element related or derived from them.

By accepting these Subscription Conditions, no intellectual, industrial or any other type of property rights related to the Website shall be understood as assigned in favor of the User, beyond the right to use the Website under the terms set forth herein.

The intellectual and industrial property rights over the results obtained during the development and execution of the Project shall be the property of the Client, who shall retain all rights over them, unless otherwise provided in the Project Documents.

Unless otherwise specified in the Project Documents, by virtue of the acceptance of these Subscription Conditions the Client expressly accepts and authorizes Shakers to use, publish and/or disseminate, for advertising purposes (i) its own branding, trademarks, logo and (ii) the description of the services contracted by the Client and of the Project carried out through the Website, without acquiring any intellectual and industrial property rights over them.

LIMITATION OF LIABILITY.

The Company shall be liable to the Client for any direct damages that the Client may suffer due to causes directly and exclusively attributable to the Company in the performance of its obligations set forth in the Contract Subscription Conditions and/or the Project Documents.

Shakers disclaims any liability for problems arising from lack of access or those inherent to Internet connectivity or telecommunications networks when these have their origin in causes beyond its control or causes that could not have been foreseen or that, although foreseeable, Shakers has made all reasonable efforts to avoid them, or that were considered as fortuitous causes or force majeure.

Any type of incident detected by the Client that affects the normal operation of the system will be brought to the attention of Shakers so that it can proceed to the correction.

Shakers informs that, for reasons of technical maintenance, access to the Website may be occasionally restricted, understanding that such maintenance work is necessary for the proper functioning of the Website.

Shakers does notguarantee the legality, reliability or usefulness of the content provided by third parties through the Website. If the Client becomes aware of the existence of any content that is illicit, illegal, contrary to law, or that may involve an infringement of third party rights, it must immediately notify Shakers so that it can proceed to the adoption of appropriate measures.

Client may not bring any claim or liability action against Company or Talent more than fifteen (15) days after the completion of the relevant Project.

11.LABOR, SOCIAL SECURITY AND TAX OBLIGATIONS.

Shakers and the Client expressly declare and acknowledge that the present Subscription Conditions do not constitute an employment relationship, joint venture, business association, work or any other figure that could be qualified as a labor employee, self-employed dependent or analogous figures, similar or annexed to those described above.

The Client undertakes to comply accurately and faithfully with all applicable Social Security, Occupational Risk Prevention and Tax obligations and, to this end, must provide the certificates accrediting its registration in the AEAT census of economic activities, and certificate of registration with the Social Security, or those applicable in accordance with the applicable legislation.

The Client guarantees to have the negative certificates of being up to date with the payment of the Tax and Social Security obligations, issued by the Tax Agency and the General Treasury of the Social Security or those applicable according to the applicable legislation. The Client undertakes to deliver to Shakers, at its request, and Shakers may, if the Client refuses or fails to deliver them, terminate the Client as a Client on the Website, and the Client may not claim any compensation for cause of this early termination of the contract. Said certificates are delivered upon signature of this Agreement and are attached hereto as proof of delivery.

12.ASSIGNMENT.

Shakers and Client may not assign their position in the Subscription Terms, in whole or in part, without the prior express written consent of the other party, which may not be unreasonably withheld.

The foregoing restriction shall not apply to those assignments, in whole or in part, that Shakers and/or the Client may make to entities of its group of companies. For the purposes of the provisions of this clause, the term "group of companies" shall mean the provisions of Article 42 of the Spanish Commercial Code.

In the event that one of the parties authorizes the other party to assign its position in the Conditions, the assigning party shall remain jointly and severally liable with the assignee for the breach of any of the rights and obligations set forth in the Subscription Conditions and/or in the Project Documents.

13.DATA PROTECTION.

In accordance with the provisions of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) and Organic Law 3/2018 of 5 December on the Protection of Personal Data and guarantee of digital rights, all personal data collected during the use of the Website will be treated in accordance with the provisions of thePrivacy Policy, which every User must expressly accept in case of providing personal data.

Shakers informs the Client of the possibility of exercising the rights of access, rectification, cancellation, limitation and opposition, by written request to the Data Protection Officer (DPO) of the Company to the following email: go@shakersworks.com in both cases a photocopy of your ID or corresponding identity document.

In the event that the Client requires, at any time, access to personal data for which the Company is responsible, the appropriate data processor agreement shall be signed beforehand.

In the event that the Client does not require access to personal data for which the Company is responsible, the Client undertakes that its personnel shall not, at any time, access personal data owned by the Company or process any type of personal data in the performance of their duties. Notwithstanding the foregoing, the Client shall be obliged to maintain secrecy with respect to the data that the personnel may have become aware of as a result of the execution of this Contract.

The Client shall be fully responsible for the access and/or processing of personal data that may be carried out by its personnel, undertaking to indemnify and hold the Company harmless for any damages, losses, expenses (including, without limitation, attorneys' fees), civil liability, sanctions or fines that may be incurred as a result of the breach of the provisions of the preceding paragraph.

1. GENERAL

The headings of the various clauses are for information purposes only, and shall not affect, qualify or extend the interpretation of these Subscription Conditions. Furthermore, Shakers may modify the Subscription Conditions stipulated herein, in whole or in part, by publishing any change in the same form in which these Conditions appear or through any type of communication addressed to the Users.

The temporary validity of these Subscription Conditions coincides, therefore, with the time of its exposure, until it is totally or partially modified, at which time the new modified Conditions will become effective.

Shakers may terminate, suspend or interrupt, at any time and without prior notice, access to the contents and Services of the Website, without the possibility for the User to claim any compensation. After such termination, the prohibitions of use of the contents set forth above in these General Conditions of Use shall remain in force.

In the event that any provision of these General Conditions of Use is declared null and void or unenforceable, in whole or in part, by any Court, Tribunal or competent administrative body, such nullity shall not affect the remaining provisions of the General Conditions of Use.

The failure of Shakers to exercise or enforce any right or provision contained in these Terms shall not constitute a waiver thereof, unless acknowledged and agreed to in writing by Shakers.

These General Conditions of Use will be kept in electronic format by Shakers and will remain permanently at the disposal of the Client.

The Client and Shakers shall formalize the contract in the Spanish language, which shall be the language of interpretation of these Terms of Subscription.

If after completing all the necessary formalities and perfecting these Terms of Subscription, the Client identifies any error when benefiting from the Services of the Website should contact Shakers through the contact form or email address. The latter will provide the necessary support and correct, if necessary, the errors identified.

Unless otherwise stated in these Terms, notifications between the Client and Shakers must be made in writing by email or by sending a registered letter to the corresponding addresses. For these purposes, the contact details of Shakers shall be those appearing in these Conditions and the contact details of the Client shall be those set out on the Website.

15.APPLICABLE LAW. JURISDICTION.

For any litigious matter arising from or related to these Terms of Subscription, the Spanish legislation in force at the time of the facts will be applicable.

Likewise, the Client and Shakers agree to submit any dispute that may arise in connection with the Conditions, expressly waiving any other jurisdiction that may correspond to them, to the Courts and Tribunals of the city of Madrid.

SHAKERS GLOBALSOLUTIONS, S.L.

Last update: February6, 2023