PLEASE READ THIS MASTER SERVICES AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCEPTING. BY CLICKING "I ACCEPT" OR BY ACCESSING OR USING THE MOONVALLEY AI PLATFORM, YOU ("PROVIDER") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Master Services Agreement ("Agreement") is entered into as of the date you click "I Accept" or first access any of Customer's platforms, whichever occurs first ("Effective Date"), by and between ContentFly, Inc. (doing business as "Moonvalley", "Moonvalley AI", "MoonvalleyAI", "Maker AI", "Slate", and other trade names and brands), a Canadian corporation whose principal office is located at 1050 King Street West, Toronto, ON, M6K 0C7, Canada (together with its affiliates, successors, and assigns, and including all current and future websites, domains, and platforms operated by it, including but not limited to moonvalley.com, maker.ai, and any derivative or related domains, collectively referred to as "Customer"), and you as Provider ("Provider").

In consideration of the agreements of the parties set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Provider agree as follows:

Each project offered through the Moonvalley platform, when accepted by Provider, shall constitute a "Statement of Work" for purposes of this Agreement. A Statement of Work comes into existence at the moment Provider accepts a project through the platform and consists of:

(a) All project details, requirements, and specifications displayed on the platform at the time of acceptance, including but not limited to:

· Project description and objectives

· Required deliverables

· Quality standards and acceptance criteria

· Timeline and deadlines

· Compensation terms

· Any project-specific requirements or terms

(b) Upon Provider's acceptance of a project through the platform:

· The project details become a binding Statement of Work

· Such Statement of Work forms a part of this Agreement

· Such Statement of Work becomes subject to all terms and conditions hereof

· Provider becomes bound to deliver according to the specifications

· Customer becomes bound to compensate according to the terms

(c) All aspects of Statement of Work execution occur through the platform, including:

· Work submission

· Review and acceptance

· Payment processing

· Communications

· Record keeping

Each Statement of Work incorporates by reference all platform terms, policies, and procedures in effect at the time of project acceptance.

Provider shall perform the services specified in each accepted project through the platform (the "Services") in accordance with the terms and conditions of this Agreement and in a timely, diligent, and professional manner consistent with the highest standards within Provider's industry. If any tasks or responsibilities are reasonably required for proper completion of a project, even if not explicitly described, they shall be deemed included within the scope of Services. Provider shall complete and deliver through the platform all deliverables and materials required by each accepted project ("Deliverables") in accordance with specified timelines and formats. Time is of the essence in the performance of Services and delivery of Deliverables. Provider agrees to provide their own equipment, tools and other materials necessary to complete the Services, unless otherwise specified in the project details.

Provider represents that they have the education, training, and qualifications necessary to perform the Services. If Provider engages any personnel or assistants (where permitted by the project terms), Provider will ensure all such personnel are properly qualified for their assigned tasks. Customer reserves the right to reject work performed by Provider or any of Provider's personnel and to restrict or prohibit specific personnel from working on future projects, in Customer's sole discretion.

Provider shall perform all Services and provide all Deliverables in compliance with (a) all applicable laws, rules, and regulations; (b) all platform policies, quality standards, and guidelines published by Customer; (c) all project-specific requirements displayed through the platform; and (d) any additional instructions provided through the platform's messaging system.

Provider shall implement and maintain appropriate technical and organizational measures to protect Customer's Confidential Information and data, including but not limited to: (i) maintaining a secure working environment; (ii) using up-to-date antivirus software; (iii) encrypting any local storage of Customer data; (iv) not accessing the platform from public or unsecured networks; and (v) immediately reporting any data breaches or security incidents that may affect Customer's data or platform security.

Provider is responsible for maintaining awareness of current platform policies and guidelines, which Customer may update from time to time. Provider shall be solely responsible for any acts or omissions in the performance of Services, whether by Provider or any permitted assistants.

Provider may not subcontract, delegate, or share account access with any other person without Customer's prior written approval. Each platform account is personal to the Provider who created it. Sharing account credentials, allowing others to perform work under Provider's account, or submitting work performed by others as Provider's own constitutes a material breach of this Agreement, permitting Customer to immediately terminate Provider's platform access without opportunity to cure. If Customer authorizes Provider to engage assistants for any project, Provider remains fully responsible for all work submitted and must ensure all such assistants comply with this Agreement's terms.

As compensation for Services performed, Customer shall pay Provider the fee(s) displayed and accepted through the Moonvalley platform for each project. Payment processing begins upon Customer's acceptance of completed Deliverables through the platform and occurs according to the platform's payment schedule, not to exceed sixty (60) days from acceptance. The platform maintains records of all accepted projects, completed work, and payments. Provider shall be responsible for all expenses incurred in performing Services unless otherwise specified in the project details. Fees are fixed upon project acceptance and not subject to increase. All payments are subject to successful completion and acceptance of work according to project specifications and quality requirements as defined in the platform.

The platform maintains records of all projects, work performed, and payments. For a period beginning on the Effective Date through one (1) year after Provider's last completed project, Provider shall, upon reasonable notice, provide Customer with access to any additional business records necessary to verify compliance with this Agreement, particularly compliance with Sections 4 (Confidentiality) and 5 (Intellectual Property). If any audit reveals overpayment, Provider shall promptly refund such amount. If overpayment exceeds five percent (5%) of the correct amount, Provider shall reimburse Customer's audit costs.

During the Term and for one (1) year thereafter, Provider shall maintain appropriate insurance coverage as specified in the platform's provider requirements, which may include professional liability, errors and omissions, or other relevant coverage based on the types of services Provider offers through the platform. Customer may request certificates of insurance as part of Provider's platform qualification process.

Provider acknowledges and agrees that it shall be Provider's obligation to report as income all compensation received by Provider pursuant to this Agreement and to pay any withholding taxes, self-employment taxes, and social security, unemployment or disability insurance or similar items, including interest and penalties thereon, in connection with any payments made to Provider by Customer pursuant to this Agreement, including any Statement of Work. Provider agrees to indemnify, hold harmless and, at Provider's discretion, defend Customer against any and all liability related thereto, including, without limitation, any taxes, penalties and interest Provider may be required to pay as a result of Provider's failure to report such compensation or make such payments.

The following acceptance procedures apply to all Deliverables submitted through the platform:

Customer shall have thirty (30) days from submission to review and evaluate each Deliverable against project requirements. If Customer does not accept a Deliverable, Customer will provide feedback through the platform specifying required improvements ("Revision Request"). Provider shall have five (5) days following a Revision Request to submit a corrected Deliverable through the platform. If Customer does not accept the corrected Deliverable, Customer may either (a) grant Provider additional time for corrections through the platform, or (b) reject the Deliverable and terminate the project. Repeated quality issues may affect Provider's platform status and project access.

Each party ("Recipient") acknowledges that it may receive Confidential Information (as defined below) of the other party ("Discloser") in connection with the performance or receipt (as applicable) of Services under this Agreement. For purposes of this Agreement, "Confidential Information" means any and all information and materials of or related to Discloser that are disclosed during the term of this Agreement (whether in writing, or in oral, graphic, electronic or any other form) by or on behalf of Discloser to Recipient under circumstances that would indicate to a reasonable person that such information or materials are confidential or proprietary.

Without limiting the foregoing, Customer's Confidential Information includes: (a) any trade secrets, know-how, ideas, inventions, processes, techniques, algorithms, software (in source code and object code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies and forecasts of Customer and its employees, consultants, investors, licensors, contractors (excluding Provider), customers and clients; and (b) any technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of, Customer and its employees, consultants, investors, licensors, contractors (excluding Provider), customers, and clients.

Provider specifically acknowledges that the nature, quality, and characteristics of Customer's data labeling requirements, annotation guidelines, quality metrics, and platform functionality constitute valuable trade secrets of Customer. Provider shall not use any knowledge gained through the platform to: (a) develop similar annotation guidelines or requirements; (b) advise others on data labeling best practices; or (c) publish or share information about Customer's annotation methodologies or requirements.

Provider acknowledges that all information accessed through the platform constitutes Confidential Information, including but not limited to: project details, client information, annotation guidelines, training materials, quality standards, other providers' work, platform features and functionality, and any data or content provided for annotation or processing. Provider's platform login credentials are also Confidential Information and must be kept secure.

Recipient shall: (a) hold the Confidential Information of Discloser in trust and confidence; (b) use the Confidential Information of Discloser only for the benefit of Discloser (and not for the benefit of Recipient or any third party); (c) not use the Confidential Information of Discloser in any manner or for any purpose not expressly set forth in this Agreement; (d) reproduce the Confidential Information of Discloser only to the extent reasonably required to exercise Recipient's rights or fulfill Recipient's obligations hereunder; and (e) not disclose or otherwise make available to any third party, directly or indirectly, any Confidential Information of Discloser without Discloser's prior written approval.

Recipient may disclose the Confidential Information of Discloser only to those Recipient employees that have a need to know such Confidential Information for purposes of exercising Recipient's rights or fulfilling Recipient's obligations hereunder, and that are obligated by a written agreement to comply with confidentiality provisions equivalent in scope to and no less restrictive than those set forth in this Agreement. Recipient shall take at least the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use or disclosure of the Confidential Information of Discloser.

The obligations of this Section 4.2 shall survive any expiration or termination of this Agreement for a period of five (5) years from the date of such expiration or termination.

The obligations set forth in Section 4.2 above shall not apply with respect to any Confidential Information of Discloser to the extent such Confidential Information: (a) is or has become generally publicly known other than by any act or omission of Recipient; (b) was rightfully known by Recipient prior to the time of first disclosure to Recipient by Discloser; (c) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Discloser; or (d) is independently developed by Recipient without use of, reliance upon or reference to any Confidential Information of Discloser.

Additionally, (i) nothing in this Section 4 will restrict the use or disclosure by Customer of any Confidential Information of Provider in a manner consistent with the rights and licenses granted hereunder, including disclosures to any licensees or sublicensee(s); and (ii) Recipient may use or disclose Discloser's Confidential Information (x) to the extent approved in writing in advance by Discloser; (y) to the extent Recipient is legally compelled to disclose such Confidential Information, including by a court or by the rules of a nationally-recognized stock exchange, provided that prior to any such compelled disclosure, Recipient shall give Discloser reasonable advance written notice of such anticipated disclosure and shall cooperate with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information; or (z) in confidence, to legal counsel or to accountants, banks, and financing sources and their respective advisors, who are bound by duties of confidentiality comparable to those set forth in this Agreement.

Recipient recognizes that its breach or threatened breach of this Section 4 may cause Discloser irreparable harm and significant injury, the amount of which may be extremely difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Therefore, Recipient agrees that Discloser shall be entitled to seek the issuance of injunctive relief by any court of competent jurisdiction enjoining any threatened or actual breach of this Section 4 and for any other relief such court deems appropriate. This right shall be in addition to any other remedy or remedies available at law or in equity.

As used in this Agreement, "Work Product" means, collectively, all data collected by Provider under this Agreement ("Collected Data"), discoveries, ideas, inventions, concepts, developments, know-how, trade secrets, works of authorship, materials, software (in both object code and source code forms), HTML, writings, drawings, designs, processes, techniques, formulas, data and any annotations thereof, specifications, technology, patent applications (and contributions thereto), and other creations (and any improvements or modifications to the foregoing or to any of Customer's Confidential Information), whether or not patentable relating to this Agreement, performance of the Services or development of the Deliverables, or that result from or are related to such Services, that are conceived, created or otherwise developed by or on behalf of Provider under or in connection with this Agreement.

Work Product shall include all Deliverables and other materials delivered to Customer under or in connection with this Agreement. "Work Product" includes all annotations, labels, classifications, analyses, and other output Provider creates through the platform, along with any associated notes, explanations, or documentation. All Work Product must be submitted exclusively through the platform's designated interfaces and tools.

Provider agrees to disclose all Work Product to Customer promptly and in writing, including in both source code and object code format, as applicable. Provider hereby irrevocably assigns and agrees to assign to Customer all right, title and interest worldwide in and to such Work Product (whether currently existing or conceived, created or otherwise developed later), including all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto (the "Proprietary Rights"), effective immediately upon the inception, conception, creation or development thereof.

The Proprietary Rights include all rights, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, related to the Work Product, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof; and all goodwill associated therewith.

Provider irrevocably waives any moral rights or other rights with respect to attribution of authorship or integrity of such Work Product, which rights Provider may have under any applicable law under any legal theory. Provider hereby waives and quitclaims to Customer any and all claims that Provider now has or may hereafter have for infringement of any Work Product or Proprietary Rights assigned and/or licensed hereunder to Customer.

Provider will not contest, or assist others in contesting the validity of Customer's ownership of any Work Product or Proprietary Rights. Without limiting Section 6.2(b), Provider represents and warrants that it has obtained, from any employees, independent contractors, or other personnel that it has engaged or employed, any assignments, licenses, releases, consents, approvals or rights that enable Provider to perform the assignment in this Section.

Provider acknowledges that all Work Product belongs exclusively to Customer from the moment of creation, and Provider has no right to use, modify, or access such Work Product outside the platform or after project completion. Provider waives any rights to be named as author or creator of the Work Product and agrees that Customer may modify, transform, or adapt the Work Product without Provider's consent or attribution.

Work Product shall not be deemed to include, and the assignment obligations in Section 5.2 shall not apply to, (a) any technology, software, inventions, discoveries, or works of authorship owned by Provider and conceived, created or reduced to practice by or for Provider (alone or with others), otherwise than in connection with the Services and the Deliverables, prior to the earlier of the Effective Date or commencement of Provider's contractor arrangement with Customer (collectively, "Background Technology"); or (b) any software or materials owned or controlled by a third party ("Third Party Technology").

To the extent any Background Technology and/or Third Party Technology is incorporated into or otherwise included in, or is necessary or desirable for the use or exploitation of, any Deliverable or other Work Product (such Background Technology, "Incorporated Background Technology"), Provider hereby grants to Customer and the Customer Affiliates a perpetual, irrevocable, nonexclusive, fully paid-up, royalty-free, transferable, sublicensable (through multiple tiers), worldwide right and license to access, execute, reproduce, distribute, display and perform (whether publicly or otherwise) such Background Technology and Third Party Technology, and make, have made, sell, offer to sell, import and otherwise use and exploit all or any portion of such Background Technology and Third Party Technology any products or services that use, embody, or incorporate such Background Technology and Third Party Technology.

Except as otherwise expressly provided herein, Provider shall obtain, at its own expense, any third party licenses or other consents necessary for the performance of the Services (including any licenses with respect to Third Party Technology). "Customer Affiliates" means any entity controlling, controlled by, or under common control with Customer.

Any data annotations, labels, classifications, or other work performed by Provider may be used by Customer to train artificial intelligence or machine learning models. Provider acknowledges and agrees that: (a) Customer owns all rights in any such models or systems trained using Provider's Work Product; (b) Provider has no rights or interest in any models, systems, or derivative works created using Provider's annotations or other Work Product; (c) Provider shall not attempt to reverse engineer or extract training data or model information from any materials provided through the platform.

Customer represents, warrants and covenants that Customer has full power to enter into this Agreement and to perform its obligations hereunder.

Provider represents, warrants and covenants that (a) Provider has the full power to enter into this Agreement and to perform its obligations hereunder; (b) Provider has the right to grant the rights, assignments, and licenses contemplated by this Agreement, without the need for any assignments, licenses, releases, consents, approvals or immunities not yet obtained; (c) the Services, Work Product and Incorporated Background Technology shall be free from material errors, bugs and defects and shall substantially conform to any specifications and documentation therefor that have been agreed upon by the parties; (d) unless otherwise set forth in a Statement of Work, the Work Product and Incorporated Background Technology shall be the original work of Provider; (e) the Services, Work Product and Incorporated Background Technology do not contain or incorporate (i) any computer code, programs, procedures, mechanisms or programming devices that are designed to, or would enable Provider or any third party to, disrupt, modify, delete, damage, deactivate, disable, harm or otherwise impede the operation of the Work Product and Incorporated Background Technology, any Customer or end user system, or any other associated software, firmware, hardware, computer system or network, including any code typically designated to be a virus, Trojan horse, or worm; (ii) except as expressly approved in advance and in writing by Customer, any computer code, programs, procedures, mechanisms or programming devices typically designated as "open source software" and/or distributed under any license approved by the Open Source Initiative as set forth in www.opensource.org or similar licensing or distribution terms; or (iii) any personal data or personally identifiable information; and (f) the Services, Work Product, Background Technology and Third Party Technology (and the exercise of the rights granted herein with respect thereto) do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other rights of any third party, and are not and shall not be defamatory or obscene and shall be in compliance with any applicable laws.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, AND WITHOUT LIMITATION, CUSTOMER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY OF CUSTOMER'S CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR MATERIALS SUPPLIED BY CUSTOMER TO PROVIDER HEREUNDER, INCLUDING WITH RESPECT TO ANY SPECIFICATIONS FOR WORK PRODUCT TO BE PROVIDED HEREUNDER.

Provider will defend at its expense, indemnify and hold harmless Customer and its affiliates, and their respective directors, officers, employees, agents, contractors and representatives from any loss, liability, damage, award, settlement, judgment, fee, cost or expense (including reasonable attorneys' fees and costs of suit) arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit against any of them that arises out of or relates to (a) any breach by Provider of this Agreement (including any Statement of Work) or Provider's warranties, representations, covenants and undertakings hereunder; (b) Provider's or any Provider subcontractor's provision of the Services or Deliverables; (c) the gross negligence, fraud, or willful misconduct of Provider or Provider's subcontractors; (d) any deleterious effects (including deleterious effects on the performance of users' hardware, software and/or devices) caused by any Work Product, Incorporated Background Technology or other Deliverable; (e) any unauthorized access to Work Product; or (f) Provider's collection or use of Collected Data in violation of this Agreement or written instructions provided by Customer.

The indemnified party will promptly notify the indemnifying party in writing of any indemnifiable claim and promptly tender its defense to the indemnifying party. Any delay in such notice will not relieve the indemnifying party from its obligations to the extent it is not prejudiced thereby. The indemnified party will cooperate with the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle any indemnified claim without the indemnified party's consent. The indemnified party may participate in its defense with counsel of its own choice at its own expense.

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 8. Provider's ability to accept new projects depends on maintaining good standing under platform requirements.

Customer may suspend or terminate Provider's platform access and this Agreement: (a) At any time without cause upon thirty (30) days' notice (b) Immediately for: quality issues, misconduct, breach of this Agreement, or violation of platform policies (c) Upon Provider's inactivity for ninety (90) days

Customer may terminate individual projects: (a) For convenience with payment for accepted work (b) For quality issues or missed deadlines (c) For breach of project requirements

If Provider materially breaches this Agreement or a Statement of Work, Customer, at its option, shall have the right to terminate this Agreement and/or the applicable Statement(s) of Work by written notice to the defaulting party, unless Provider remedies the default within thirty (30) days after receipt of written notice of such default. Customer may also terminate this Agreement immediately (a) for Provider's breach of Section 4 hereof, (b) in accordance with Section 3 above, (c) and in the event of an incurable breach of this Agreement or a Statement of Work.

The termination of this Agreement shall automatically result in the termination of all Statements of Work under this Agreement. Following the effective date of any expiration or termination of any Services under this Agreement, Provider shall, as requested and directed by Customer and at Provider's expense, assist Customer and its designees in smoothly transitioning Customer and the affected Services and Deliverables to Customer or one or more third parties, products and/or services designated by Customer. Additionally, upon any termination or expiration hereof or at any time upon Customer's request, Provider shall promptly return to Customer all of Customer's Confidential Information and all Work Product (in both object code and source code forms, as applicable, and whether complete or incomplete). Provider will make Collected Data available to Customer via export, download, or some other mutually acceptable means. Sections 2.2, 2.3, 2.4, 4, 5, 6, 7, 9 and 10 of this Agreement, and this Section 8.5, shall survive any expiration or termination of this Agreement. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law. Notwithstanding anything herein to the contrary, to the extent that Customer terminates this Agreement for Provider's material breach or based on Customer's rejection of the Deliverables, Customer shall have no further obligations to Provider hereunder (including without limitation any payment obligations).

IN NO EVENT WILL CUSTOMER BE LIABLE TO PROVIDER FOR LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CUSTOMER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE SPECIFIC PROJECT GIVING RISE TO THE LIABILITY.

By clicking "I Accept" or accessing or using the Moonvalley platform, Provider: (a) Acknowledges having read and understood this entire Agreement; (b) Agrees that clicking "I Accept" constitutes a legally binding electronic signature; (c) Agrees to be bound by all terms and conditions of this Agreement; (d) Represents and warrants that they have the authority to enter into this Agreement; (e) Consents to receive communications from Moonvalley electronically.

Provider acknowledges that: (a) This Agreement has the same force and effect as a physically signed agreement; (b) Provider can access and retain this Agreement electronically; (c) Provider's acceptance will be stored and maintained by Moonvalley.

Updates and Modifications: (a) Moonvalley may update this Agreement from time to time by posting a revised version on the platform; (b) Provider will be notified of material changes to this Agreement; (c) Continued use of the platform after such changes constitutes acceptance of the modified Agreement; (d) If Provider does not agree to any modifications, Provider must cease using the platform.

This Agreement will be construed in accordance with the laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. All disputes, suits, actions or proceedings relating to this Agreement shall be brought solely in the state or federal courts located in New York County, New York. Provider hereby consents to the exclusive jurisdiction and venue of the State of New York in connection with any such dispute, suit, action or proceeding, and waives any defense of forum inconveniens in connection therewith. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS AGREEMENT.

Nothing herein will be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party is at all times acting and performing as an independent contractor with respect to the other party.

If any term of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other term hereto, and this Agreement will be interpreted and construed as if such term, to the extent the same will have been held to be invalid or unenforceable, had never been contained herein.

Provider may not assign, confer any right in, assume in bankruptcy, pledge, mortgage or otherwise encumber this Agreement, in whole or in part, without the prior written consent of Customer in its sole discretion. For the avoidance of doubt, a merger, change of control, reorganization (in bankruptcy or otherwise) or stock sale of Provider shall be deemed an "assignment" requiring such consent, regardless of whether Provider is the surviving entity. Customer may assign or transfer, without notice to or consent from Provider, this Agreement and/or Customer's rights and/or obligations under this Agreement to any Customer Affiliate or third party. Provider acknowledges that this Agreement is a contract for personal services and that its identity is a material condition that induced Customer to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect.

All project-related communications shall occur through the platform. Legal notices required hereunder shall be given through both: (a) the platform's messaging system, and (b) email to the address Provider has registered on the platform. Provider must maintain current contact information in their platform profile. Notices are deemed given when sent through both required methods. Customer's legal notices shall be sent to:

ContentFly Inc. 1 King St W, 4800-238 Toronto, Ontario, Canada M5H 1A1
​
Email: legal@moonvalley.com

The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or to avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. Except as otherwise expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.

This Agreement has been negotiated by the parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party. The captions and the section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. Unless the context requires otherwise, as used herein the term "including" means "including, without limitation," and the term "include(s)" means "include(s), without limitation."

This Agreement may be executed (including by facsimile signature) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.

All rights and licenses granted under or pursuant to this Agreement by Provider to Customer are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the "Bankruptcy Code"), licenses to rights to "intellectual property" as defined under the Bankruptcy Code. Provider acknowledges that if it, as a debtor-in-possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, Customer may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. The parties further agree that, in the event of the commencement of any bankruptcy proceeding by or against Provider under the Bankruptcy Code, Customer shall be entitled to retain all of its rights under this Agreement. Provider agrees and acknowledges that enforcement by Customer of any rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by Provider or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of Customer to Provider or the bankruptcy trustee pursuant to Section 365(n) of the Bankruptcy Code, Provider or such bankruptcy trustee (a) shall provide Customer with the Work Product and any other materials that are the subject of the rights and licenses described in this section, and any intellectual property otherwise required to be provided to Customer under this Agreement that is held by Provider or such bankruptcy trustee; and (b) shall not interfere with the rights of Customer provided in this Agreement to the materials that are the subject of the rights and licenses described in this section, including any right to obtain such materials.

In the event of an otherwise irreconcilable conflict between the terms and conditions set forth in the main body of this Agreement and the terms and conditions set forth in any Statement of Work, the terms and conditions set forth in the main body of this Agreement shall control, except to the extent a particular Statement of Work expressly provides that it is intended to modify the terms of the main body of this Agreement for purposes of such Statement of Work and specifically indicates the section(s) that are to be modified, in which event, such Statement of Work will control.

Provider shall not use the name or marks of, refer to, or identify Customer (or any related entity) or the subject matter of this Agreement in any publicity releases, interviews, promotional or marketing materials, public announcements, customer listings, testimonials or advertising, without Customer's prior written approval.

This Agreement in no way establishes any exclusive arrangement between Customer and Provider. Provider acknowledges and agrees that Customer will be under no obligation to use or otherwise exploit any Services or Deliverables and will be free to enter into agreements and other arrangements with any third parties, at any time, regarding any products or services.

This Agreement (including all platform policies, guidelines, and requirements incorporated by reference, and all Statements of Work created through project acceptance) constitutes the complete agreement between the parties and supersedes all prior agreements regarding its subject matter. Customer may modify this Agreement or platform policies by posting updates to the platform with notice to Provider. Provider's continued use of the platform after such changes constitutes acceptance of the modifications.

During the term of this Agreement and for twelve (12) months thereafter, Provider shall not, directly or indirectly: (a) provide similar annotation, labeling, or data processing services to any competitor of Customer; (b) develop or assist in developing any competing annotation or AI training platform; (c) solicit or attempt to solicit any customer or client of Customer for whom Provider performed Services; or (d) encourage any other Provider to reduce or cease their work with Customer. Provider acknowledges that this restriction is reasonable given their access to Customer's proprietary methods and data.

Provider shall: (a) maintain strict password security; (b) not share account access; (c) log out after each session; (d) notify Customer immediately of any unauthorized access; and (e) be responsible for all activity under their account.

Provider shall: (a) only access projects they are qualified for; (b) maintain required quality scores; (c) meet project deadlines; (d) participate in required training; (e) respond to platform communications promptly; and (f) follow platform procedures for support and issue resolution.

Provider shall: (a) maintain minimum quality scores specified by Customer; (b) participate in calibration exercises when requested; (c) review and implement feedback; and (d) comply with project-specific quality requirements. Provider acknowledges that Customer may use automated quality control systems, statistical analysis, and spot checking to evaluate work quality. Provider agrees that: (a) Customer's quality metrics and evaluation methods are final and binding; (b) Customer may require Provider to complete additional training or qualification tasks at any time; (c) repeated quality issues may result in permanent platform removal; and (d) Customer may withhold payment for work that does not meet quality standards, as determined by Customer's quality control systems.

Provider shall not: (a) use automated tools or scripts; (b) attempt to manipulate quality scores or metrics; (c) intentionally delay or rush work; (d) submit placeholder or fake work; or (e) otherwise attempt to circumvent platform controls or metrics.

Customer may monitor, record, and audit Provider's platform usage, including but not limited to: (a) keystroke patterns; (b) work timing and patterns; (c) screen recordings of work sessions; (d) IP addresses and location data; and (e) system and device information. Provider consents to such monitoring and acknowledges it is essential for platform security and quality control. Customer may terminate Provider's access based on suspicious patterns or anomalies detected through such monitoring.

By clicking "I Accept" or using the Moonvalley platform, you acknowledge that you have read, understand, and agree to be bound by all terms and conditions of this Agreement.

Last Updated: December 19, 2024