1. Agreement and Acceptance

This is an Agreement between you (the "Client", "You" or "Your") and EQP Ventures LLC ("Company" or "EQP Ventures"), a Delaware limited liability company doing business as Eqeepo (located at www.eqeepo.com), collectively You and Company, are hereinafter referred to as the "Parties."

2. Term of Agreement

This Agreement is effective upon Your clicking the checkbox indicating Your agreement to these Terms of Service and shall remain in effect until terminated by either party as provided herein.

3. Definitions & Services

• Independent Contractors:Service providers via the Platform.
• Contractor Services:Services performed by Independent Contractors.
• Company Services:Includes the Platform, outreach tools, and payments.
• Platform:The Eqeepo website and associated software.
• Monthly Fees:Total hours billed in a calendar month.

4. License Grant

Company grants You a limited, non‑exclusive, non‑transferable license to access and use the Platform and Company Services solely for Your internal business purposes, subject to this Agreement. All software, content, and documentation provided by Company remain Company's exclusive property.

5. Company's Relationship With Independent Contractors

Company provides a platform and access to tools for independent contractors ("Independent Contractors") and connects them with individuals and companies from around the world ("Clients") to perform specific services requested by these Clients (the "Contractor Services"). Company also provides various international payment services for Clients (collectively, the "Company Services" or "Services"). Company may occasionally feature or promote certain Independent Contractors through email or other marketing channels, but does not formally endorse, guarantee, or select Contractors on behalf of Clients.

6. Work Quality & Work Made For Hire

You understand and agree that Company does not in any way control, affect, or influence Independent Contractors or Contractor Services and Company specifically disclaims any and all responsibility for the same. Company makes NO representations or warranties regarding the quality, capability, compatibility, performance or legality of any project or task Independent Contractors perform for You. You agree that you are solely responsible for training, monitoring, managing and communicating with the Independent Contractors Company provides to You, and You agree to provide Independent Contractors with the necessary information and training to meet your requirements and expectations. Company affirms that Independent Contractors have been asked to agree that work completed by virtue of this Agreement will be assigned to You and shall be Your sole property including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.

7. Non‑Solicitation

During the term of this Agreement, and for a period of eighteen (18) months following the termination of this Agreement, You shall not directly or indirectly, whether as an individual for Your own account, or for or with any other person, firm, company, corporation, partnership, joint venture, association, or other entity whatsoever, solicit, interfere with, hire, pay for any form of services, or endeavor to entice away from the Company, any Independent Contractor who You have connected with by way of the eqeepo.com platform, regardless of whether they remain active on the platform. This restriction does not apply to publicly posted job opportunities that are not intended to circumvent this Agreement. However, it does apply to any communication initiated by an Independent Contractor—such as via email or LinkedIn—that invites You to work with them through the Eqeepo platform. For the avoidance of doubt, by booking a call with an Independent Contractor using any scheduling tool linked from the Eqeepo platform, You acknowledge that a platform‑facilitated relationship has been established. You agree that the Non‑Solicitation terms in this Section 7 apply whether or not You ultimately hire the Independent Contractor. Any attempt to hire or engage the Independent Contractor outside the Eqeepo platform—whether before or after a call—is considered a material breach of this Agreement and subject to the Liquidated Damages provision outlined in Section 25.

8. Non‑Disclosure

The Company shall not make public any information about You or your business operations without your explicit consent or unless obligated to by operation of law. The Company is not liable for the actions of its Independent Contractors; You understand and acknowledge that Company does not and cannot guarantee Independent Contractors will protect or keep confidential information about You or your business. You shall not disclose confidential or non‑public information regarding the Company without the prior written consent of Company or unless obligated to by operation of law, in which case you shall provide written notice to Company of such obligation at least five (5) business days prior to making the disclosure.

9. Data and Financial Security

You agree and acknowledge that You are responsible for protecting the integrity of your own data, financial information, and other sensitive and private information and agree not to hold the Company accountable. You agree to only provide the level of access to the Independent Contractor of such sensitive information (including, but not limited to, bank accounts and credit cards, customer data, access to accounts, etc.) to which You are comfortable and that You—and not Company—are solely responsible for ensuring the integrity and security of such information and data.

10. Independent Contractor Termination

You may terminate the specific Independent Contractor You were assigned at any time, with 24 hours' written notice to the Company. Company may assign a new Independent Contractor to You, at your request.

11. Payment Rate & Pending Bills

Client shall be charged the hourly rate listed on the Independent Contractor's profile page on eqeepo.com (or another Eqeepo‑owned domain or subdomain). Company reserves the right, in its sole discretion, to update the rates listed on a Contractor's profile page at any time; however, if there is a change in the listed rate of an Independent Contractor you've hired, Company shall provide you with written notice, and you will not be charged the updated rate for at least thirty (30) days following that notice. Client acknowledges that the rates listed on the Contractor's profile include Company's service fees (or margin), and payment to the Company fulfills all Client payment obligations for Contractor Services.

12. Validity of Special Offers

Company reserves the right to cancel any special offers of discounted or free trials in its sole discretion, with or without notice.

13. Independent Contractor Deposit

You agree to pay an $80 refundable deposit per Independent Contractor hired (the "Deposit"), unless a different deposit amount is agreed upon in writing with Company. You agree that you are not entitled to receive interest or other earnings on the Deposit, and Company reserves the right to use the Deposit to offset any monies You may owe Company.

14. Automatic Billing & Payment Schedule

You authorize Company to automatically charge a credit card You provide for hours completed by all Independent Contractors you hire times their respective billable rates, plus any other amounts owed as provided under this Agreement. You agree to Company using third‑party payment providers (e.g., Stripe, Square, Payoneer, PayPal, etc.) to process payments and manage your payment information. Billing may be processed through one of Company's affiliated entities or service providers, and not necessarily under the name of EQP Ventures LLC.

Unless previously agreed between the parties in writing, the Company will bill You for hours worked by Independent Contractors when your pending charges are equal to or exceed your Deposit amount.

You agree that this authorization of automatic billing will remain in effect until You cancel it by notifying Company in writing. You agree to promptly notify Company in writing of any changes to your credit card on file or if You wish to terminate this authorization. You understand and acknowledge that canceling your authorization of automatic billing applies only to payments for future work by Independent Contractors, and that the authorization remains in effect for any pending payments for work which has already been completed.

You understand and agree that if any payments owed to Company are rejected by your credit card on file, Company retains the right to withhold what remains of the credit from Your Deposit in order to pay for any such outstanding payments. Company also reserves the right to suspend Contractor Services or withhold any deliverables until You pay all monies owed to Company.

You have forty‑eight (48) hours from the receipt of a billing statement or notification of charges to dispute any discrepancies or inaccuracies by writing to hello@eqeepo.com. If no such dispute is received within that timeframe, the charges will be deemed accepted by You and approved.

15. Making Payments to Independent Contractors

You represent and warrant that all payments for Contractor Services shall be made by You to Company, and Company is responsible for paying the Independent Contractor. You are prohibited from paying the Independent Contractor directly. You expressly agree not to attempt to hire or pay Independent Contractors that Company has introduced to you and that doing so would be considered by Company to be a material breach of this Agreement, and subject to the liquidated damages provided for herein.

16. Non‑Payment

If the amounts owed under this Agreement cannot be collected from the Client’s payment method (for example, if the credit card on file cannot be charged), Client is solely responsible for paying this amount using another means acceptable to Company. A Client will be considered in “default” if they fail to pay any bill that is due under this Agreement within a reasonable time frame but no more than ten (10) days after Client is notified in writing of an unpaid bill. If Client is in default, Client must pay Company the amount owed plus interest on the outstanding amount of one and one‑half percent (1.5%) each month or the maximum interest allowed by applicable law. Any action to collect any sums due under this Agreement may be brought in a court of competent jurisdiction in Kent County, Delaware, and the Parties consent to personal jurisdiction and venue in said County. In any action or proceeding to enforce or construe this Agreement, the prevailing Party shall be entitled to recover their attorney’s fees and related enforcement costs and expenses.

17. Chargebacks & Refunds

Except for the Deposit, all payments to Company are non‑refundable. If You believe a charge is incorrect, You must notify Company in writing within forty‑eight (48) hours as set forth in Section 14. Absent such notice, You acknowledge the charge is accurate and waive any right to dispute it internally. You agree to use Company’s internal dispute process before initiating any chargeback or payment reversal. Any chargeback, reversal, or similar action not preceded by good‑faith use of that process shall be deemed a material breach of this Agreement and entitle Company to recover the reversed amount, any associated fees, and any other damages or costs (including attorneys’ fees), and may result in suspension or termination of Services.

18. Hour Tracking

Company is not responsible for the accuracy of the hours reported by Independent Contractors and You understand and acknowledge that Company is not liable for any perceived errors in Independent Contractor hour reporting. In the event that You dispute the hours recorded by an Independent Contractor, You may contact the Company to help work out a solution and Company will make reasonable efforts to resolve the dispute. Company reserves the right, after examining the facts of the case, to either pay the Independent Contractor, compromise, or issue You a full or partial refund, at its sole discretion.

19. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR GOODWILL), FOR ANY MATTER ARISING OUT OF OR RELATING TO COMPANY SERVICES, CONTRACTOR SERVICES OR THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITY (INCLUDING ATTORNEY FEES) FOR DAMAGES HEREUNDER OR ANY CAUSE WHATSOEVER RELATING TO COMPANY SERVICES OR CONTRACTOR SERVICES SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS (USD $500).

20. Warranty

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

21. Indemnification

Client shall indemnify and hold Company harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney fees, which arise from any alleged breach of (i) this Agreement, or (ii) any representations and warranties made under this Agreement; and for any claim that the specifications, instructions, or use of deliverables infringe or misappropriate any third‑party intellectual property rights. Company shall promptly notify Client of any such claims if they so arise.

22. Termination

This Agreement may be terminated at any time with or without cause, by either Company or You by giving written notice of termination to the other party. All payments due at the time of termination shall be payable as indicated herein.

23. Return of Deposit

Upon termination of this Agreement, You may request Company return any outstanding Deposit balance, after any of the associated fees and costs outlined in this Agreement have been deducted, and less all associated bank or transfer fees, unless You are in material breach of this Agreement.

24. Notices

Any notice or other communication required under this Agreement will be deemed to be properly given only when sent via email to hello@eqeepo.com (for Company) and to Client’s email address on file with the Company. You represent and warrant that You will keep a valid and up‑to‑date email address on file with the Company, and that the Company is not responsible for returned mail or email bounces or other causes of non‑delivery of emails outside of its control. The effective date of notice shall be the date notice is sent. By submitting Your contact information through the eqeepo.com platform, You consent to receive follow‑up emails or communications related to your inquiry. You may opt out at any time by notifying Company or using the unsubscribe link provided in such communications.

25. Liquidated Damages

Any material breach of Section 7 would result in damages that are difficult to estimate, and therefore You agree to pay Company the following amount, not as a penalty but as compensation for reasonable calculation of damages incurred by Company: an amount equal to four (4) times the highest Monthly Fees paid to the Company in the preceding six (6) months.

26. Injunctive Relief; Severability; Survival

You hereby acknowledge that the Company will suffer irreparable harm if You breach this Agreement and that Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions, without the need or requirement to prove damages or post a bond. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the maximum extent enforceable with current law shall nevertheless be binding and enforceable. After termination of this Agreement, the terms which suggest or imply continuation will remain in full force and effect. This includes, but is not limited to, non‑disclosure, indemnification, and payment of fees. Termination of this Agreement does not release You from obligations incurred prior to the termination of the Agreement or that may accrue thereafter.

27. Modifications; Assignment

Company may modify or amend this Agreement at any time, provided that written notice is given to You thirty (30) days in advance. If You do not agree to the changes, You may terminate this Agreement before the modifications take effect; continued use after thirty (30) days constitutes acceptance. Company may assign or transfer this Agreement, in whole or in part, at its sole discretion, including without limitation to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets, without prior notice or consent. You may not assign or transfer this Agreement or any rights or obligations under it without the prior written consent of Company. Any unauthorized assignment will be null and void.

28. Excusable Delays

Neither Party will be considered responsible for failure or delay in performance of this Agreement if the failure or delay is due to war, terrorism, loss of internet, acts of God, or any other causes outside of the direct control of the non‑performing Party.

29. Dispute Resolution; Groundless‑Claim Attorneys’ Fees

Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before a single neutral arbitrator in Wilmington, Delaware under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English, and judgment on the award may be entered in any court having competent jurisdiction. You and Company each waive the right to a jury trial and to participate in a class, representative or collective action. Groundless‑Claim Attorneys’ Fees. If any claim or counterclaim under this Agreement is dismissed on a motion to dismiss or motion for summary judgment as frivolous, groundless, or brought in bad faith, the filing party shall reimburse the defending party for its reasonable attorneys’ fees and court costs (or arbitration fees and counsel fees, as applicable).

30. Prior Understandings; Waiver

This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

31. Jurisdiction and Venue; Governing Law

This Agreement is to be construed pursuant to the laws of the State of Delaware, United States, without regard to conflict‑of‑law provisions. You agree to personal jurisdiction and venue of any court of competent jurisdiction in Kent County, Delaware, for any claim arising out of this Agreement.

32. Counterparts; Execution; Electronic Signature and Delivery

Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Agreement, and any other document necessary for the consummation of the transaction contemplated by this Agreement, may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E‑Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transactions Act (“UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.

33. Independent Contractor Status and Taxes

You acknowledge that Independent Contractors are not employees or agents of the Company and are solely responsible for their own tax, insurance, and regulatory obligations. Company assumes no liability for employment‑related claims.

34. Platform Availability and Disclaimer

Company does not guarantee uninterrupted access to the Eqeepo platform and shall not be liable for outages, system errors, or delays. Services are provided “as is” and “as available.”

35. Platform Tools and Client Responsibility

Company may provide optional tools (e.g., time tracking, messaging, task management) to support collaboration between You and Independent Contractors. These tools are provided as‑is, and Company disclaims liability for any failure, error, or outcome resulting from reliance on such tools. You are solely responsible for managing and directing Contractor work.

36. Client Conduct and Expectations

Client agrees to treat Independent Contractors with respect and professionalism. Client acknowledges that rates reflect a remote, international workforce, and that tasks and deliverables should align with the skills and experience listed on the Contractor’s profile. Company reserves the right to suspend or terminate access to the platform for Clients who engage in abusive, discriminatory, or otherwise inappropriate behavior toward Contractors.