General conditions of subscription as a Talent 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 "Talent" 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 offer the provision of their professional services as freelancers for individuals and legal entities that are registered on the Website as "Client".

These Terms and Conditions shall be valid for an indefinite period of time, as long as the Talent has not unsubscribed from the Website, and shall be applicable to all registrations made through theregistration-talent 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 Talent's responsibility to periodically read the current applicable conditions.

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

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

1. 1. IDENTIFICATION OF THE WEBSITE OWNER

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

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

Registry Information:Mercantile Registry of 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 Subscription Conditions the following defined terms shall have the following meanings:

"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 of the work, 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. The Project Documents will be self-generated when the Client accepts, through the Website, the proposal received from Talent.

"Talent" means any individual or legal entity, partnership, sole proprietorship, self-employed or other legally accepted legal forms that work independently or are engaged in performing work on a freelance basis and that offers its services to Clients through the Web Site.

"Final Price"means the amount to be received by the Talent for the development and execution of the Project, 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 services provided by Shakers through the Website on behalf of the Client and the Talent, in particular, the service consisting in putting Talents and Clients in contact.

"Users"refers interchangeably to all Talent and Clients who are users of the Company's services.

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

3. WEBSITE SERVICES

Once the Talent has registered as a Talent and accepted these Terms of Subscription, the Talent will be able to access the following Website Services:

Access to a personalized area so that the Talent can:

a. Create his/her public Talent profile, visible on the Website, as well as advertise the offer of his/her professional services through the Website.

A personalized interface of the platform that allows its collaborative use by the Users of the Web Site.

- To know the Client's instructions related to the development and execution of the Project:
- Centralize and track all invoices and payments made on the Website;

a. protected personalized interface that will allow the Client's employees/workers to directly contact those Talents on the Website, and vice versa, under the conditions previously established.

b. This interface will allow:

The Company may modify the interface of the Website to improve it and add functionalities to it. The Talent acknowledges that the commitments made through this interface with respect to the Clients are commitments made on its behalf and under its responsibility.

Provision of the Client's own contractual documentation.

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

b. As soon as the Client and a Talent reach an agreement on the performance of a Project, the Company shall generate and make available through the Website the specific contractual documentation, called "Project Documents", containing the conditions agreed between the Talent and the Client to develop 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 in Shakers are:

- "Shakers Payments" plan: through this plan, once the Talent meets 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. The Talent shall upload the invoice document to the website, and Shakers shall have a maximum period of 5 days to pay such amount and upload the proof of payment to the website. By choosing the "Shakers Payments" plan, the Talent will be able to benefit from the following services offered by Shakers:

- Support from the Shakers Project Success team in the management of eventual disputes with the Client.

- Hourly Exchange: through this plan, the Client will be able to choose, upon agreement with the Talent, between the following options:

- contracting a bag of hours prior to the execution of the Project. Once the Project is completed, the Client will receive the corresponding invoice.
- receive, once the Project is completed, the invoice corresponding to the hours of work performed by the Talent within the framework of the Project.

To carry out the contract 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 processing those corporate obligations that are required to be fulfilled as a result of the Talent's participation in the Project and the work to be performed under the Client's Project.

b. Notwithstanding the fact that Shakers may contract with the Talent on behalf of the Client, it shall be the Talent who shall be exclusively liable for the possible claims of the Client within the framework of the development and execution of the Project, and the Talent shall hold the Company harmless from any damage and prejudice that such claims may cause it. Talent shall also indemnify the Company against any damages that may be caused to it by the Labor Inspectorate and/or the Social Security. Not being this the Company's own business model and offering this service to the Client for the aforementioned purposes, the Talent 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 Talent of the present Conditions of Subscription does not create any obligation for the Talent as to the need to accept through the Website the execution of a Project or to formalize the so-called Project Documents while the Talent is registered, being simply discretionary and at its sole discretion, the decision to accept the execution of any work through the Website.

4. DURATION

Access to the Services of the Web Site as Talent 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.

The access to the Website Services as a Talent will remain in force for an unlimited period of time until the Talent notifies Shakers of its cancellation as a Talent to the following email: go@shakersworks.com.

5. 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, in accordance with the provisions of the previous clause. By virtue of these Subscription Conditions, the Talent expressly agrees to carry out all communications related to the negotiation, development and execution of the Project through the Website.

The Talent 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 its 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 Talent, in the case of being self-employed, shall declare that he/she is a self-employed professional who does not have the status of an economically dependent worker of the Company or of any other entity. Likewise, the Talent shall inform the Company if he/she is aware that such status has been modified or if he/she has reasonable doubts to understand that he/she has become a self-employed worker dependent of the Client.

The Talent shall develop and execute the Project by its own means, resources and technical capabilities, and the Client shall not act contrary to such principles. When the needs of the Project require the physical presence of the Talent at the Client's offices, the Talent shall ensure that he/she will also come with his/her own means and tools to carry out the Project in question.

The Talent expressly agrees to observe the present references for its intervention in the development and execution of the Project, and therefore undertakes to adopt all those measures that may ensure its compliance and verification at all times, and shall hold the Shakers harmless from any liability, damage or prejudice that may arise for it in case of breach by the Talent with the Client of the obligations set forth in these Terms of Subscription and in the Project Documents.

6. PRICE.

The Final Price to be paid by the Client for the development and execution of the Project shall be that expressly indicated in the Project Documents and validated between the Client and 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 the event that Talent has chosen the Shakers Payments plan, Shakers shall be entitled to receive from Client 15% of the amount of the Final Price as remuneration for the services provided through the Website.

In the event that the Project will be executed only in part, the Client shall be obliged to pay the proportional part of the Final Price corresponding to the work performed by the Talent in the framework of the partial execution of the Project. To this effect, Shakers assumes no liability for the eventual non-payment of the Final Price by the Client.

All payments of the Final Price shall be made in Euros (€), unless payment in another currency is agreed in the Project Documents.

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 agreed conditions, so that Shakers can generate the new Project Documents to be validated.

- Bank transfers made by Shakers require that the bank accounts provided by the Talents (freeworkers) to receive payments for the projects are from the European Union (EU).
- In case a Talent has a bank account outside the EU, additional charges for transaction costs will be borne entirely by the Talent (freeworker).

These functionalities are designed to facilitate collaboration between Talents and Clients, as well as to ensure the integrity and transparency of financial transactions within the Shakers platform."
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7. SHAKERS OBLIGATIONS.

Shakers obligations shall be:

- to maintain and make the Website available in optimal conditions so that the Talent can properly benefit from the Website Services;
- provide such relevant information about each Project as may be provided by the Client;
- communicate to the Talent the completion of each Project when the Company is informed to that effect by the Client;
- 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.

8. OBLIGATIONS OF THE TALENT.

The Talent shall have the following obligations:

- comply with the standards 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;
- comply with the "Shakers Agile" methodology;
- specify, in the quotation provided to the Client, the commission due to Shakers;
- provide such information as is necessary to correctly identify the Project and to correctly define the terms and conditions of the Work Documents;
- develop and execute the Project entrusted to it, in accordance with the provisions contained in the Work Documents;
- immediately inform the Company of any cancellation or termination for any reason of each of the Projects;
- 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.

Likewise, by accepting the present Conditions, Talent undertakes not to disclose publicly, without the prior written consent of the Client, any information related to the performance of the Project, as well as the existence of the contractual relationship between them.

In the event that the Talent receives an offer from a Client to enter into a contractual relationship by disengaging from the Platform, the Talent shall immediately inform Shakers of such circumstance. In the event that the Talent accepts the Client's offer, the latter shall pay Shakers 5% of the annual salary received by the Talent during the first year under the contractual relationship outside the Platform.

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

9. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.

Talent acknowledges and agrees that Shakers is the exclusive owner of the intellectual, industrial, or 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.

Intellectual and industrial property rights to the results, including any work materials, deliverables, preparatory documentation, sketches, editable files, raw data, information and processes, obtained during the development and execution of the Project shall be the property of the Client, who shall retain all rights thereto, unless otherwise provided in the Project Documents.

10. LIMITATION OF LIABILITY.

The Company shall be liable to the Talent for any direct damages that the Talent may suffer due to causes directly and exclusively attributable to the Company in the performance of its obligations under the Contract Conditions of Subscription 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 Talent that affects the normal operation of the system will be brought to the attention of Shakers so that it can be corrected.

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 Talent becomes aware of the existence of any content that is illicit, illegal, contrary to law, or that could infringe the rights of third parties, it must immediately notify Shakers so that it can proceed to the adoption of appropriate measures.

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

11. LABOR, SOCIAL SECURITY AND TAX OBLIGATIONS.

Shakers and Talent expressly declare and acknowledge that these 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 Talent undertakes to comply exactly and faithfully with all applicable obligations regarding Social Security, Occupational Risk Prevention, and Taxes and, to this end, shall provide the certificates proving its registration in the AEAT census of economic activities, and certificate of registration with the Social Security, or those applicable according to the applicable legislation.

The Talent 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 Talent undertakes to deliver to Shakers, at its request, and if the Talent refuses or does not deliver them, Shakers may terminate the Talent as Talent on the Website, and the Talent may not claim any compensation on account of this early contractual termination. Said certificates are delivered upon signature of this Agreement and are attached hereto as proof of delivery.

12. ASSIGNMENT.

Shakers and Talent may not assign their position under 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 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 continue to retain joint and several liability with the assignee for the breach of any of the rights and obligations set forth in the Subscription Conditions and/or 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 individuals 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 the Privacy Policy, which every User must expressly accept in the event of providing personal data.

Shakers informs the Talent 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 Talent 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 Talent does not require access to personal data for which the Company is responsible, Talent 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 its duties. Notwithstanding the foregoing, Talent 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.

Talent shall be fully responsible for the access and/or processing of personal data 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 non-compliance with the provisions of the preceding paragraph.

14. GENERAL

The headings of the various clauses are for information purposes only, and shall not affect, qualify or expand the interpretation of these Subscription Conditions. In addition, 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 Terms of Use shall be retained in electronic form by Shakers and shall be permanently available to Talent.

The Talent 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 Talent identifies any error when benefiting from the Services of the Website, he/she should contact Shakers through the contact form or email address. Shakers will provide the necessary support and correct, if necessary, the errors identified.

Unless otherwise stated in these Terms, notifications between Talent 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 as set out in these Terms and the contact details of Talent shall be as set out on the Website.

15. GOVERNING LAW. JURISDICTION.

For any litigious matter derived from or related to these Subscription Conditions, the Spanish legislation in force at the time of the facts shall be applicable.

Likewise, Talent and Shakers agree to submit any dispute that may arise in connection with the Terms, 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 updated: February6, 2023
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