STANDARD TERMS AND CONDITIONS

Services: Freelancer agrees to provide services as agreed in the Job Posting on the Platform.

Platform: means the third-party freelance platform or job marketplace through which HighLevel has issued the Job Posting and through which the Freelancer has accepted the engagement, including but not limited to Upwork, Fiverr, Freelancer.com, Toptal, Contra, or any other such platform mutually used for facilitating the contracting arrangement.

Any references in this Agreement to “Upwork,” “Upwork User Agreement,” “Upwork Escrow Services,” or “Upwork’s Dispute Assistance Program” shall be deemed to refer to the equivalent terms, conditions, and services applicable to the Platform through which the Job Posting is accepted by the Freelancer, provided such Platform operates similar mechanisms. In the event no such equivalent exists, this Agreement shall prevail.

Supplemental Terms for Fees and Invoicing:

In consideration for performing the services described in the Job Posting , the Freelancer will be paid fees as specified in the applicable Job Posting in accordance with the applicable payment, escrow, and dispute resolution terms of the Platform through which the Job Posting was accepted, including but not limited to Clause 6 of the Upwork User Agreement where Upwork is the Platform. In addition to, and so far as these are not contrary to the terms posted there, the following supplemental terms will also apply to the Job Posting -

• HighLevel has the right to inspect and verify compliance of the Services and any other deliverables before acceptance. Any deficiencies will be rectified by the Freelancer at no additional cost.

• Notwithstanding anything contained under this Agreement, HighLevel shall not be liable to pay for any Services or deliverables that are rejected or deemed non-compliant with the agreed specifications. At HighLevel’s sole discretion, in the event of such rejection or non-compliance, HighLevel may either withhold payment or require the Freelancer to re-perform the Services or re-deliver the deliverables to meet HighLevel’s specifications, to HighLevel’s satisfaction.

• If the Services are subject to a fixed-price milestone structure, Freelancer agrees that formal submission of a milestone shall only be deemed complete when uploaded to the relevant Upwork workroom and explicitly labeled as “submitted for review.” In case of rejection of such deliverables, HighLevel shall initiate a dispute through Upwork’s Escrow Services within the applicable review period (typically 14 days), and Freelancer shall cooperate in issuing any refund or accepting modified payment amounts, as necessary to give effect to the rejection or re-performance remedies provided above,

• If the Services are provided under an hourly engagement, the Freelancer agrees to maintain detailed, project-specific time logs and acknowledges that HighLevel reserves the right to dispute any time that is not consistent with the agreed scope.

• Furthermore, if the Freelancer anticipates a delay in meeting the timeline specified in the Job Posting or Statement of Work (SOW), it shall promptly inform HighLevel and propose a revised schedule, subject to HighLevel’s approval in writing.

• HighLevel reserves the right to reassess and, if necessary, modify the arrangement, including seeking remedies for any adverse impact caused by the delay. At its sole discretion, HighLevel may choose to accept the delay and wait for completion of the Services without obligation, or reject the delay and terminate the Agreement.

For each week of delay, the Freelancer shall pay liquidated damages equal to 1% of the total consideration specified in the SOW, up to a maximum of four (4) weeks, which the Parties acknowledge as a genuine pre-estimate of loss. If the delay exceeds four (4) weeks in total, HighLevel may terminate the Agreement without further liability at its sole discretion.

The Parties acknowledge that, where required, such liquidated damages or refunds shall be processed via the Platform in accordance with its dispute and refund procedures.

Intellectual Property. “Intellectual Property” (“IP”) means all tangible or intangible rights, title, and interests in ideas, inventions, designs, processes, works of authorship, trademarks, trade secrets, and other proprietary information, whether registered or unregistered including but not limited to patents, patent applications, continuations, reexaminations, reissues, and improvements; copyrights and moral rights in software, text, and other works of authorship; trademarks, service marks, logos, and associated goodwill; trade secrets and confidential or proprietary information; and any similar rights recognized in any jurisdiction worldwide.

In accordance with the terms and conditions of this Agreement, Freelancer may create certain Intellectual Property (“Created IP”), including but not limited to plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to HighLevel. Unless the parties agree otherwise in a separate written agreement, any such Created IP generated by the Freelancer in connection with the provision of Services to HighLevel shall belong to HighLevel and such Created IP shall be deemed to have been developed by the Freelancer on a ‘work for hire’ basis and HighLevel shall be deemed the sole and absolute owner of such Created IP. Further, to the extent such Created IP does not automatically vest in HighLevel, and to the extent permitted by applicable law, Freelancer hereby irrevocably, exclusively, absolutely and perpetually assigns to HighLevel all intellectual property rights in respect of the Created IP for the full term thereof for no additional consideration and throughout the world. HighLevel shall have the right to freely use, re-purpose, or re-use such Created IP in any form whatsoever at its sole discretion. The Freelancer shall have no claim over such Created IP, and HighLevel’s rights to use them shall remain unaffected by the termination of this Agreement. Any intellectual property provided by HighLevel to the Freelancer to assist in the provision of Services that was not created by Freelancer pursuant to this Agreement shall belong to HighLevel. Any ancillary intellectual property belonging to the Freelancer, provided or shown to HighLevel in any way, that was not created by Freelancer pursuant to this Agreement, shall belong to Freelancer.

Upon Freelancer’s receipt of full payment from HighLevel for delivery of Work Product, Freelancer hereby automatically grants to Client an exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in the work product delivered for that payment. If payment is made only for partial delivery of work product, the license described herein applies only to the portion of work product delivered and paid for.

The Freelancer represents and warrants that it has not violated the intellectual property rights of any third party, and covenants not to do so during its engagement with HighLevel. If any such claim or suit is brought or threatened by a third party, the Freelancer shall, at its sole expense: (i) procure for HighLevel the right to continue using such intellectual property; or (ii) replace or modify the intellectual property to be non-infringing while maintaining functionality and performance. Where third-party intellectual property is integrated into any Created IP, the Freelancer shall obtain and grant to HighLevel a non-exclusive, fully transferable, perpetual, fully paid-up license to use and modify such third-party intellectual property. The Freelancer shall cooperate with HighLevel in executing all necessary documents to give effect to the foregoing.

The Freelancer further agrees that it will not, without the prior written consent of HighLevel in each instance (i) use in advertising, publicity, press releases, public statements, or otherwise the name of HighLevel, its affiliates or any of their shareholders, officers, director, or employees or any trade name, trade mark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by HighLevel; or (ii) represent directly or indirectly, that any deliverables or any Service provided by the Freelancer has been approved or endorsed by HighLevel.

Confidentiality and Privacy. The Freelancer shall not at any time during or any time beyond the Term as provided in the Job Posting or after the termination of this Agreement disclose to any third party or use any information relating to any of the affairs or secrets of HighLevel and HighLevel’s customers and partners (“Clients”) or their business information, specifications, research, software, platform, trade secrets, discoveries, proposals, concepts, deliverables, Services, products, ideas, know-how, designs, drawings, flow charts, data, computer programs, marketing plans, hiring strategies, customer names and other information, budget figures, other technical financial and business information, plans, pricing, methods, methodologies, processes, Intellectual Property and Created IP, equipment, statistics, programs, development, information technology, sensitive and/or personally identifiable information or data, and any other proprietary, confidential or non-public information including those received from other entities or third parties which the Freelancer is obligated to keep confidential, etc., which is provided in a documentary or computer form or other physical embodiment, whether or not it has been marked, identified, or designated as confidential by HighLevel (such information, the “Confidential Information”) to any person, firm or company without the prior written consent of HighLevel and shall treat all such Confidential Information received (directly or indirectly) from HighLevel under this Agreement in a strictly confidential manner, and other than as required for performing its obligations hereunder, shall not use, disclose, copy, reproduce, distribute, publish, or otherwise make accessible to anyone such Confidential Information without the prior written consent of HighLevel.

The Freelancer shall ensure that any information, including but not limited to Confidential Information, is disclosed only to its officers, employees, agents, representatives, or service provider personnel strictly on a need-to-know basis and solely for fulfilling their obligations or rendering the Services under this Agreement. The Freelancer shall also ensure that such individuals are bound by confidentiality obligations similar to those under this Agreement and shall be fully responsible for any breach by them.

The Freelancer shall notify HighLevel in writing immediately upon becoming aware of any unauthorized disclosure of the Confidential Information to a third party and cooperate fully with any efforts by HighLevel to obtain return of the applicable materials and to minimize the effects of the unauthorized disclosure. Specifically, and without prejudice to other provisions of this Agreement, the Confidential Information, at no times shall be disclosed to any party engaged directly or indirectly in the same, similar, or competing business as that of the HighLevel or its clients’ business (“Competitor”). Notwithstanding anything contained elsewhere in this Agreement, in the event, Freelancer becomes aware that the Confidential Information has been disclosed to any third party or a Competitor or has been used for the benefit/interest of the Competitor or any third party, HighLevel can claim such direct and indirect damages as it may suffer due to such losses.

In addition, during the Term of this Agreement and for a period of two (2) years following its termination or expiry, the Freelancer shall not, directly or indirectly, solicit, encourage, or induce any employee, agent, customer, Freelancer, partner, or consultant of HighLevel to terminate or alter their relationship with HighLevel, to the extent such solicitation involves use or disclosure of Confidential Information.

Term and Termination. The term of this Agreement shall commence on the Effective Date and shall remain in effect until the Services under the Job Posting accepted by the Freelancer are complete (“Term”). HighLevel may terminate this Agreement at any time, for any reason. If terminated for convenience, Freelancer shall be entitled to receive any Fees accrued in the performance of Services up to the date of termination. In the event of termination for Freelancer’s breach, HighLevel shall be not be required to make payment of any Fees to the Freelancer. Sections 3-14 shall survive the termination of this Agreement.

Consequences of Termination. Upon expiry or termination of this Agreement, the Freelancer shall immediately cease all ongoing work unless otherwise directed by HighLevel, and shall fully cooperate to ensure a smooth transition and minimal disruption to HighLevel’s operations. HighLevel shall have sole discretion to determine the handling of any work in progress, including its completion or modification. The Freelancer shall promptly return or, if instructed by HighLevel, securely destroy all Confidential Information obtained in connection with the Services under this Agreement and the SOW, and shall not retain or continue to use any such information in any form without HighLevel’s prior written consent. All Confidential Information stored on electronic devices must be permanently erased in accordance with HighLevel’s instructions..

Freelancer’s representations and warranties: Freelancer hereby represents and warrants that (i) Freelancer has the authority and right to enter into this Agreement, (ii) the Services and deliverables contemplated and expressed in the Job Posting do not, and will not, infringe upon any rights of any third party, (iii) Freelancer has and will maintain all required business licenses, vocational certifications or licenses required to complete the Job Posting, if any, (iv) unless otherwise agreed in writing, Freelancer will provide its own equipment and tools, and maintain proper licensing (software and other licenses) agreements, (v) Freelancer will perform the Services in a timely, diligent, competent, and professional manner either by itself or (where subcontracting is explicitly permitted in the Job Posting) through appropriately skilled, experienced, and qualified personnel, in accordance with best industry practices and applicable laws and regulations, (vi) Freelancer will perform the Services in a professional and workmanlike manner, (vii) Freelancer maintains insurance policies of the scope and coverage to be expected of a legitimate business in Freelancer’s industry, (viii) if Freelancer requires access to any Personal Information (as defined in HighLevel’s Privacy Policy) of HighLevel’s Clients in order to perform the Services, Freelancer will collect and handle such Personal Information and maintain sufficient technical security measures to protect such data in accordance with applicable privacy laws and regulations, and (ix) Freelancer (itself and on behalf of its officers, employees, agents, representatives, and service provider personnel) will comply with HighLevel’s Freelancer Code of Conduct (Annexure 1).

Use of HighLevel’s Name, Logos and Marks: Freelancer shall not use HighLevel’s name, logos and marks, or any other proprietary designations thereof, in any manner and for any purpose, without obtaining prior express written consent from HighLevel's Vice President of Legal. Freelancer may send any approval requests to [email protected]:

Force Majeure Event: Neither Party shall be considered to be in breach of this Agreement for any failure to perform any of its obligations or delay under this Agreement as a result of any cause or event beyond its reasonable control including but not limited to any strikes or labour disputes, riots or civil commotion, acts of God, fire, flood, explosion, earthquake, storm or other natural disaster, disease, pandemic, health epidemics or quarantine restrictions, travel restrictions, any act of a governmental, civil, health or military authority, war, embargoes, or shortage of suppliers or materials which renders it impossible for parties to complete their obligations under this Agreement. (“Force Majeure”). Upon occurrence of a Force Majeure event, HighLevel shall have the right, at its sole discretion, to terminate this Agreement, in which case the Freelancer will be paid only for the services completed up to that point.

Liability/Indemnification: Freelancer shall be responsible for, and shall indemnify fully, keep indemnified, defend, save, and hold harmless HighLevel, its officers, agents and employees, of and from, any and all claims, demands, causes of action, liabilities or damages, including legal costs and attorneys’ fees, arising out of any breach by Freelancer of any provision of this Agreement, any acts or omissions of Freelancer pursuant to this Agreement and SOW, breach of any third party rights (including infringement of any intellectual property right), or any violations of applicable laws and regulations.

Limitation of Liability: HighLevel’s total liability under this Agreement shall not exceed the total cost of Services to be paid to the Freelancer under the Job Posting. In no event shall either Party be liable for any indirect, incidental, consequential, special, punitive or exemplary damages or lost profits regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability or otherwise.

Data Protection: Freelancer shall comply with all obligations required by the applicable data protection laws, including but not limited to California Consumer Privacy Act of 2018, Texas Data Privacy and Security Act of 2024 and the General Data Protection Regulation (Regulation (EU) 2016/679) while collecting or processing any personal information from HighLevel’s Clients or any data received from HighLevel in connection with Services. The Freelancer shall collect, store and process all personal information in accordance with the provisions of applicable legislations, and:

• shall not sell or share the personal information or undertake profiling in furtherance of a decision that produces legal effect;

• shall not retain, use or disclose the personal information for any purpose other than (i) for the limited purpose of performing services under this Agreement or the applicable SOW and/or (ii) as permitted under the applicable law;

• shall not retain, use or disclose the personal information outside the direct business relationship with the data subject including targeted/direct advertising.

• Comply with valid requests for exercise of data subject rights

• Shall not transfer such personal data outside the USA except as permitted under the Data Processing Agreement executed between the Parties.

For the purpose of this Clause, Personal Information shall have the meaning assigned to it under the relevant applicable law.

For clarity, the above definitions are for reference only and without prejudice to the provisions of any applicable data protection law, and the Freelancer shall at all times be responsible for complying with the applicable provisions.

Insurance: Freelancer will at all times maintain in force insurance with a reputable insurance company sufficient to cover the liabilities of Freelancer under this Agreement, including, without limitation, commercial general liability insurance with a coverage limit of not less than USD 1 million per occurrence. Freelancer will provide HighLevel with a certificate of insurance verifying that the required insurance is and will remain in place for the duration of the Agreement and relevant SOW and naming the HighLevel and the venue (if applicable) as additional insureds.

Miscellaneous.

• Disclaimer of Agency: Except as otherwise provided in writing, nothing contained in this Agreement shall be construed as a joint venture, partnership, agency, or employer-employee relationship between the Parties. The relationship between the Parties shall be on principal-to-principal basis as independent contracting parties, it being clearly understood that this is a “contract for services” and not a “contract of services”. The Freelancer shall not be deemed to have any right or authority to assume any responsibility or obligation, express or implied, for or on behalf of HighLevel or to bind HighLevel in any manner whatsoever.

• Non-disparagement: The Freelancer agrees that, during the Term of this Agreement and thereafter, it shall not, through any medium, make or publish any statement that defames, disparages, or harms the reputation, business, services, or personnel of HighLevel, including its shareholders, directors, officers, employees, affiliates, or representatives, except as permitted by law.

• Severability: In the event that any term of this Agreement is or becomes or is declared to be invalid or void by any court of competent jurisdiction, such term or terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of the Agreement shall remain in full force and effect.

• Notices:

  Any Notices to HighLevel must be sent to the following address with cc to [email protected]:

  5473 Blair Rd Ste 100

  PMB 383313

  Dallas, Texas 75231-4227

• Non-Waiver: The failure of either Party in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms or conditions on any other occasion.

• No Assignment: The Freelancer shall not assign or sub-contract its rights and/or obligations under this Agreement without the prior written consent of HighLevel. It is clarified that any consent provided by HighLevel to the Freelancer to sub-contract/assign its obligations under this Agreement shall not in any manner absolve the Freelancer to perform its obligations under this Agreement and the Freelancer shall continue to be responsible for the performance of the obligations under this Agreement. It is further clarified that any sub-contract pursuant to consent by HighLevel, shall not be on terms contrary to this Agreement. HighLevel shall be entitled to assign its rights and obligations under this Agreement in favour of any third party.

• Governing Law and Dispute Resolution: The validity, performance and construction of this Agreement shall be governed by the laws of the State of Texas. The Parties agree that all disputes arising from this contract will be submitted to courts at Dallas, Texas.

  Where the Services are performed through a third-party platform (including but not limited to Upwork), the Parties acknowledge that certain procedural aspects of payment processing and dispute resolution may be governed by the platform’s operational policies. Notwithstanding that, the Parties expressly agree that all substantive rights and obligations between them — including those concerning intellectual property, confidentiality, deliverables, fees, and remedies — shall be governed exclusively by this Agreement.

• Entirety of Agreement/Amendment: This Agreement, including any exhibits attached hereto, sets forth the entire agreement and understanding of the Parties relating to the subject matter contained herein and merges all prior discussions between them, and neither Party shall be bound by any representation or term other than as expressly stated in this Agreement or by a written amendment to this Agreement signed by authorized representatives of both Parties.