TERM OF SERVICE USE

Effective Date: MAY 01, 2017. Applied Internationally & In Every Countries respective State/Territory.

This User Agreement (the “Agreement”) is a contract between you (“you” “the person” or “User”) and Wine Dine 99/QARTA. (“Wine Dine 99/QARTA”, “we,” or “us”) and, to the extent expressly stated, and our affiliates and trading partners. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.qartalogic.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Services provided by contractors and third parties), applications and products that are accessible through the Site and all Wine Dine 99/QARTA mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.

This Agreement includes and hereby incorporates by reference the following: Wine Dine 99/QARTA Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Sub Contractor Agreement, Wine Dine 99/QARTA Payment Agreement; Proprietary Rights Infringement Reporting Procedures; “Wine Dine 99/QARTA Team” Software License Agreement; API Terms of Use; Wine Dine 99/QARTA Widget Terms of Use; Hourly, Bonus, and Expense Payment Agreement with Contract Instructions; and Fixed-Price Contract Instructions, Use of Supported and Unsupported Owner/Operator Accounts, Use of Sub Accounts, Use of Community Professional Accounts, as such agreements may be in effect and modified by Wine Dine 99/QARTA from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at www.qartalogic.com/legal/terms/.

Subject to the conditions set forth herein, Wine Dine 99/QARTA may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Wine Dine 99/QARTA, Wine Dine 99/QARTA will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).

Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR OWNER/OPERATOR ACCOUNT SUB USER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR OWNER/OPERATOR ACCOUNT SUB USER TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR OWNER/OPERATOR ACCOUNT SUB USER.

1. DIGITAL SIGNATURE

In connection with the Terms of Service, you may be entitled to receive certain records from Wine Dine 99/QARTA or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

2. CONSENT TO USE ELECTRONIC RECORDS

Cookies do lots of different tasks, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, or accessing an account to which the administrator registered you, and you use, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via email and other third-party email mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support [support@qartalogic.com]. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the email Services and other third-party email mail services, you agree to notify us immediately of any change in your email address.

2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS

To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac, or a mobile device; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (1) you have read and understand the above consent to receive records and notices electronically; (2) you satisfy the minimum hardware and software requirements specified above; and (3) your consent will remain in effect until you withdraw your consent as specified above.

3. WINE DINE 99/QARTA ACCOUNTS

3.1 ACCOUNT ELIGIBILITY

To use the Site and certain Site Services, you must register for an Account, or accept the registration of your account by a system administrator. Once you login, from the latter scenario outlined, this constitutes an acceptance of all the terms and conditions of the User Agreement in relation to the www.qartalogic.com Site. Wine Dine 99/QARTA offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use.

To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Owner/Operator Account Sub User Member of a registered Owner/Operator Account Sub User Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements.

To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Business Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Wine Dine 99/QARTA reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Wine Dine 99/QARTA’s sole discretion.

You represent that you are not: (1) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (2) a citizen or resident of, or located in, a geographic area that is subject to Australian, or other sovereign country sanctions or embargoes; or (3) an individual, or an individual employed by or associated with an entity, identified on the Australian Governments Denied Persons or Entity List, the Australian Governments Specially Designated Nationals or Blocked Persons Lists, or the Australian Governments Debarred Parties List or otherwise ineligible to receive items subject to Australian export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.

3.2 ACCOUNT REGISTRATION, PROFILE

By registering for an account, or being registered for usage of an account by a system administrator, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a contractor, unless you use the Site solely as an employee and Owner/Operator Account Sub User Member of a registered Owner/Operator Account Sub User Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with Wine Dine 99, or other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account, one Team Member/Contractor Account, and one Consultant/User Account, without express written permission from us (except that you may register as an Owner/Operator Account Sub User Member of other Accounts as provided below I such instances should such instances arise). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit

3.3 IDENTITY VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on the Wine Dine 99/QARTA web platform, if it is a separate legal entity. You authorize Wine Dine 99/QARTA, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address, identity or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

3.4 OWNER/OPERATOR ACCOUNTS

You may partake in the creation of an account through which other authorized Entities, each, an (“Owner/Operator Account Sub User Member”) may act on your behalf in the roles you assign for your account (an “Owner/Operator Account Sub User Account”). An industry professional Consultant/Contractor/Employee creates an Owner/Operator Account Sub User Account on behalf of a business (the “Owner/Operator Account Sub User”). In certain instances this user may not be an Employee of the Owner/Operator Account Holder, in which case may be the Contractor/Consultant as a sole proprietor or a partnership, corporation, or other legal entity the User controls, to be allowed access to an Owner/Operator account to carry out works in that Owner/Operator Account on behalf of the Owner/Operator Account holder with the permission granted by the Owner/Operator account holder. The Contractor/Team Member/Consultant/User/System Administrator that registered the Owner/Operator Account Sub User Account may also grant certain account administration privileges for the Owner/Operator Account Sub User Account to one or more Owner/Operator Account Sub User Members (each, an “Owner/Operator Account Sub User Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Owner/Operator Account Sub User Account and the Owner/Operator Account Sub User Account Administrators can add or remove Owner/Operator Account Sub User Members to or from the Owner/Operator User Account.

Each Owner/Operator Account Sub User Member must have an Account and a Profile. You understand and agree that the Owner/Operator Account User may determine the Profile visibility and hourly/fixed rate of any of its Owner/Operator Account Sub User Members, and you authorize the Owner/Operator Account Sub User to do so by becoming an Owner/Operator Account Sub User Member. Each Owner/Operator Account Sub User Member must be a User and must be a real person, employee of the Owner/Operator Account User, or legally recognized entity. Each Owner/Operator Account Sub User Member’s Account Profile must contain the Owner/Operator Account Sub User Member’s real name, and Owner/Operator Account Sub User Members must comply with all Terms of Service. Owner/Operator Account Sub User Members’ identities will be subject to verification. If any of your Owner/Operator Account Sub User Members violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Owner/Operator Account Sub User Account, or Owner/Operator user Account, Wine Dine 99/QARTA may close any or all related Accounts.

You agree to grant access to the Owner/Operator Account User Account, including with respect to any Owner/Operator Account Sub User Members, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Owner/Operator Account Sub User Member and any other User who uses the Owner/Operator User Account, including Owner/Operator Account Sub User Account Administrators. You represent that your Owner/Operator Account Sub User Members have the authority to accept the Terms of Service on your behalf and to create a legally binding obligation on your behalf. You understand and agree that, an Owner/Operator Account Sub User Member may accept and enter into Service Contracts on behalf of the Owner/Operator Account Sub User, and that the Owner/Operator Account Sub User is responsible and liable for all Service Contracts accepted by anyone acting as an Owner/Operator Account Sub User Member, for the Owner/Operator Account User.

Each Owner/Operator Account Sub User Member is either an employee or an independent contractor of the Owner/Operator Account User, as determined by the Owner/Operator Account Sub User. Without limiting the Owner/Operator Account Sub User’s obligations described in Section 8.2 (Responsibility for Employees and Subcontractors, Including Owner/Operator Account Sub User Members), the Owner/Operator Account User acknowledges and agrees that it assumes all liability for the classification of its Owner/Operator Account Sub User Members as employees or independent contractors. The Owner/Operator Account User further acknowledges and agrees that the Owner/Operator Account User is responsible for paying its Owner/Operator Account Sub User Members. Owner/Operator Account Sub User Members acknowledge and agree that their Owner/Operator Account User is solely responsible for paying them for work on behalf of the Owner/Operator Account User and that such payments will not be made through the Site.

Your Owner/Operator Account Sub User Account (including feedback) and username, and Owner/Operator user Account are transferable only upon Wine Dine 99/QARTA’s approval, at Wine Dine 99/QARTA’s sole discretion.

You understand and agree that Owner/Operator Account Sub User Members’ Profiles may display work history that includes work done under the Owner/Operator Account User, including after the Owner/Operator Account User Member is no longer an Owner/Operator Account User Member.

3.5 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account, the username will be your email ID or your mobile phone number, based on the country you are registered in. If you have had an account initiated by a system administrator, they will enter your email ID and mobile phone number, but the system will generate a unique password to which you will be notified in your welcome email. Each User and any Owner/Operator Account User Account Administrator will also be asked to choose the initial username [which is the email ID] and phone number for any Owner/Operator Account Sub User Account that is added to the Account, if they have registered the account, or through the initiation of he account registration by a system administrator resulting in a welcome notice with a unique password assigned by the system (and can change the password for the Owner/Operator Account Sub User Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Owner/Operator Account Sub User Account username and password. You authorize Wine Dine 99/QARTA to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Owner/Operator Account Sub User Account or any unauthorized access to your password or the password of any User of your Account (or any related Owner/Operator Account Sub User Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Owner/Operator Account Sub User Account at any time.

3.6 MARKETPLACE FEEDBACK

You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Wine Dine 99/QARTA post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Rating (“JSR”), if any, will consist of comments, ratings, reviews, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Wine Dine 99/QARTA will make feedback results available to other marketplace Users, including composite or compiled feedback. Wine Dine 99/QARTA provides this feedback system as a means through which Users can share their opinions publicly and Wine Dine 99/QARTA does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Contractor/Team Member/Consultant/User/System Administrator Profile and not to any individual person. You agree not to use the JSR to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Wine Dine 99/QARTA does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Wine Dine 99/QARTA do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Wine Dine 99/QARTA is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Wine Dine 99/QARTA reserves the right (but is under no obligation) to remove posted feedback or information that, in Wine Dine 99/QARTA’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Wine Dine 99/QARTA of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, Wine Dine 99/QARTA may rely on the accuracy of such information. This also applies to any social media platforms on which comments or marketplace feedback is posted on social media site sections managed and regulated by Wine Dine 99/QARTA.

4. PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients, Marketplace Consultant/Users, Project administrators and Contractor/Team Member/Consultant/User/System Administrators can identify each other and communicate in relation to food and beverage costing’s analysis, menu development and metrics matters online. Subject to the Terms of Service, Wine Dine 99/QARTA provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of calculations, representation of data, menu development, communication, and coordinating work related to menu product costing’s analysis and calculations. If Users agree on terms for Contractor/Team Member/Consultant/User/System Administrator Services, to carry out works on an Owner/Operator Account, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Contractor/Team Member/Consultant/User/System Administrator), unless you are enrolled in the Wine Dine 99/QARTA Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, and manage project relevant details.

4.1 CONTRACT SERVCE/PAYMENT ACCOUNTS

Wine Dine 99/QARTA Contracts, provides payments/services to Users to deliver, hold, or receive services/payment for an Engagement, and to pay service, membership and payment processing and administration fees to Wine Dine 99/QARTA (“Payment Services”). Wine Dine 99/QARTA Payment Services are only for business purposes and not for consumer, personal, family, or household purposes.

You hereby authorize and instruct Wine Dine 99/QARTA to act as a service/payment agent in connection with the services and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Transactions”) in accordance with the Terms of Service and the applicable Transaction Instructions.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONTRACTOR/TEAM MEMBER/CONSULTANT/USER/SYSTEM ADMINISTRATOR

5.1 SERVICE CONTRACTS

Unless you use the services described in the Wine Dine 99/QARTA Payment Agreement (such services, “Wine Dine 99/QARTA Payments”), you acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Fixed-Price Payment Instructions; (b) the Hourly, Bonus and Expense Payment Agreement with Payment Instructions; (c) the Engagement terms awarded and accepted on the engagement to the extent that the terms do not, and do not purport to, expand Wine Dine 99/QARTA’s obligations or restrict Wine Dine 99/QARTA’s rights under the Terms of Service; (d) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Wine Dine 99/QARTA’s obligations or restrict Wine Dine 99/QARTA’s rights under the Terms of Service; and (e) any other contractual provisions accepted by both the Client and the Contractor/Team Member/Consultant/User/System Administrator, to the extent that the provisions do not, and do not purport to, expand Wine Dine 99/QARTA’s obligations or restrict Wine Dine 99/QARTA’s rights under the Terms of Service. You acknowledge and agree that Wine Dine 99/QARTA is not a party to any Service Contracts, in instances where users are operating within the confines of their own Service Contract agreements with one another, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Wine Dine 99/QARTA and any Contractor/Team Member/Consultant/User/System Administrator.

5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS

You represent that you are not: (1) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (2) a citizen or resident of, or located in, a geographic area that is subject to Australian, or other sovereign country sanctions or embargoes; or (3) an individual, or an individual employed by or associated with an entity, identified on the Australian Governments Denied Persons or Entity List, the Australian Governments Specially Designated Nationals or Blocked Persons Lists, or the Australian Governments Debarred Parties List or otherwise ineligible to receive items subject to Australian export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.

Hourly Engagements, Bonus Payments, or Expense Payments; If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Wine Dine 99/QARTA Payments will follow, the Hourly, Bonus and Expense Payment Agreement with Payment Instructions.

6. PAYMENT TERMS

6.1 SERVICE FEE

When a Client pays Wine Dine 99/QARTA for services of a Contractor/Team Member/Consultant/User/System Administrator, or when funds related to an Engagement are otherwise released to Wine Dine 99/QARTA for a Contractor/Team Member/Consultant/User/System Administrator as required by the applicable Service Instructions, Wine Dine 99/QARTA will credit the Contractor/Team Member/Consultant/User/System Administrators Banking/Pay System [PayPal, Stripe etc] Account for the full amount paid or released, and then subtract and disburse to Wine Dine 99/QARTA, Contractor/Team Member/Consultant/User/System Administrator, a service fee in the amount specified in the Wine Dine 99/QARTA Contractor/Team Member/Consultant/User/System Administrator Agreement (the “Service Fee”).

The client in respect to receiving the services of a Contractor/Team Member/Consultant/User/System Administrator, assigned to their account by Wine Dine 99/QARTA, agrees to pay Wine Dine 99/QARTA the Service Fee for using the Site’s communication, reporting, tasking, dispute resolution and electronic services, for works carried out by a Contractor/Team Member/Consultant/User/System Administrator, as well and the system usage monthly fee, should this arrangement exist, in a supported account for the Owner/Operator account.

6.2 INSTANCES OF CLIENT FEES

The Client will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of a Service Agreement, with the Client in relation to the use of the Site and its facilities by the User of the Owner/Operator account, and also for the provision of any fee’s payable to Wine Dine 99/QARTA for Contractor/Team Member/Consultant/User/System Administrator Members provided to service the account, as may be revised from time to time upon such notice as may be appropriate.

6.3 FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS

Wine Dine 99/QARTA may introduce Clients to Contractor/Team Member/Consultant/User/System Administrators and does help Contractor/Team Member/Consultant/User/System Administrators secure Engagements, in all instances. Wine Dine 99/QARTA merely makes the Site Services available to enable Contractor/Team Member/Consultant/User/System Administrators to carry out work for Clients on Clients accounts. Therefore, Wine Dine 99/QARTA may charge a fee when a Contractor/Team Member/Consultant/User/System Administrator finds a suitable Client or finds an Engagement, and vice versa should the instance occur. However, a Client and a Contractor/Team Member/Consultant/User/System Administrator are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, Wine Dine 99/QARTA does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSR, to enable Clients and Contractor/Team Member/Consultant/User/System Administrators, to choose each other should this instance ever arise.

6.4 DISBURSEMENTS TO CONTRACTOR/TEAM MEMBER/CONSULTANT/USER/SYSTEM ADMINISTRATORS

Under the relevant Payment Instructions, Wine Dine 99/QARTA disburses funds that are payable to a Contractor/Team Member/Consultant/User/System Administrator for the Engagement (less any applicable Wine Dine 99/QARTA fees) to Contractor/Team Member/Consultant/User/System Administrators within 90 days after the Contractor/Team Member/Consultant/User/System Administrator Fees are due and payable from Client (or for amounts less than $100, within 45 days after the Contractor/Team Member/Consultant/User/System Administrator Fees are due and payable from Client). The Contractor/Team Member/Consultant/User/System Administrator agrees that it will not receive interest or other earnings on the funds held by Wine Dine 99/QARTA prior to disbursement to Contractor/Team Member/Consultant/User/System Administrator

For Hourly Contracts, funds become payable to Contractor/Team Member/Consultant/User/System Administrators following the expiration of any dispute period and the security period, unless the Client has any Engagement using Wine Dine 99/QARTA Payroll program team members, in which case there is no dispute period or security period. For Fixed-Price Contracts, the Contractor/Team Member/Consultant/User/System Administrator Fees become payable to the Contractor/Team Member/Consultant/User/System Administrators following the expiration of the security period, unless the Client has any Engagement using Wine Dine 99/QARTA Payroll program team members, in which case there is no security period. The security period begins after the Client accepts and approves work submitted by the Contractor/Team Member/Consultant/User/System Administrator, by providing indication, that the work has been done. Wine Dine 99/QARTA, may, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Time Logs at any time. To the extent the Payment Instructions are inconsistent with this paragraph, the Payment Instructions on a Service Agreement with the Client govern.

Notwithstanding any other provision of the Terms of Service or the Payment Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Wine Dine 99/QARTA may hold the disbursement of the Contractor/Team Member/Consultant/User/System Administrator Fees. Additionally, Wine Dine 99/QARTA may also hold the disbursement of the Contractor/Team Member/Consultant/User/System Administrator Fees if: (a) we require additional information, such as Contractor/Team Member/Consultant/User/System Administrator’s tax information, government-issued ABN, identification, address, or date of birth; (b) we have reason to believe the Contractor/Team Member/Consultant/User/System Administrator Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, Wine Dine 99/QARTA reserves the right to revoke any payments and instruct Wine Dine 99/QARTA to (and Wine Dine 99/QARTA will have the right to) hold and reclaim from Wine Dine 99/QARTA all Contractor/Team Member/Consultant/User/System Administrator Fees due to Contractor/Team Member/Consultant/User/System Administrator (not just the Contractor/Team Member/Consultant/User/System Administrator Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Contractor/Team Member/Consultant/User/System Administrator. You agree that we have the right to obtain such reimbursement by instructing Wine Dine 99/QARTA to (and Wine Dine 99/QARTA will have the right to) charge an applicable Fee, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging a Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Service Account and revocation of your access to the Site

6.5 NON-PAYMENT

If Client fails to pay the Contractor/Team Member/Consultant/User/System Administrator Fees or any other amounts due under the Terms of Service, whether by cancelling the Client’s credit or debit card, initiating an improper chargeback, or any other means, Wine Dine 99/QARTA may suspend or close the Client’s Account and revoke the Client’s access to the Site, including the Client’s authority to use the Site to process any additional work, enter into Service Contracts, or obtain any additional Contractor/Team Member/Consultant/User/System Administrator Services. Without limiting other available remedies, the Client must pay Wine Dine 99/QARTA upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus legal’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Wine Dine 99/QARTA at our discretion, may offset amounts due against other amounts received from or held by Wine Dine 99/QARTA for the Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

6.6 NO RETURN OF FUNDS

The Client acknowledges and agrees that Wine Dine 99/QARTA will charge the Client’s designated Payment Method for usage of the Site to the level of privileges that the Client has chosen, from options, as well as [if applicable] the Contractor/Team Member/Consultant/User/System Administrator Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Contractor/Team Member/Consultant/User/System Administrator Services, and (b) for Hourly Contracts, on the day after, or later after the day in which work was performed and consent given as completed. The Client has up to 5 days to respond to any issues, after a work has been carried out or project has been marked as completed by a Contractor/Team Member/Consultant/User/System Administrators.

Therefore, and in consideration of the Site Services provided by Wine Dine 99/QARTA and the Transaction Services provided by Wine Dine 99/QARTA, the Client agrees that once Wine Dine 99/QARTA charges the Client’s designated Payment Method for the Contractor/Team Member/Consultant/User/System Administrator Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. The Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for the Client to resolve disputes. To the extent permitted by applicable law, the Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Contractor/Team Member/Consultant/User/System Administrator Fees or other Fees charged pursuant to the Terms of Service with Wine Dine 99/QARTA for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If the Client initiates a chargeback in violation of this Agreement, the Client agrees that Wine Dine 99/QARTA, may dispute or appeal the chargeback and institute collection action against the Client for fee’s in relation to added costs of a charge back.

6.7 FORMAL INVOICES AND TAXES

Wine Dine 99/QARTA will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Contractor/Team Member/Consultant/User/System Administrator Fees. The Contractor/Team Member/Consultant/User/System Administrator will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Contractor/Team Member/Consultant/User/System Administrator Fees and for issuing any invoices so required. The Contractor/Team Member/Consultant/User/System Administrator will also be solely responsible for determining whether: (a) Contractor/Team Member/Consultant/User/System Administrator or Wine Dine 99/QARTA is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Contractor/Team Member/Consultant/User/System Administrator Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Wine Dine 99/QARTA, as appropriate; and (b) Wine Dine 99/QARTA is required by applicable law to withhold any amount of the Contractor/Team Member/Consultant/User/System Administrator Fees and for notifying Wine Dine 99/QARTA of any such requirement and indemnifying Wine Dine 99/QARTA (either by Wine Dine 99/QARTA, at our sole discretion, offsetting the relevant amount against a future payment of Contractor/Team Member/Consultant/User/System Administrator Fees to the Contractor/Team Member/Consultant/User/System Administrator or the Contractor/Team Member/Consultant/User/System Administrator reimbursing Wine Dine 99/QARTA for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Wine Dine 99/QARTA, the Contractor/Team Member/Consultant/User/System Administrator agrees to promptly cooperate with Wine Dine 99/QARTA and provide copies of Contractor/Team Member/Consultant/User/System Administrator’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Contractor/Team Member/Consultant/User/System Administrator is engaging in an independent business as represented to Wine Dine 99/QARTA..

6.8 PAYMENT METHODS

Clients are charged a fee for payment processing and administration as described in the Wine Dine 99/QARTA Service Agreement with the Client, in the case of supported accounts.

In order to use certain Site Services, the Client must provide account information for at least one valid Payment Method. This applies to supported and unsupported accounts.

The Client hereby authorizes Wine Dine 99/QARTA, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as the Client’s method of payment for Services, and to charge the Client’s credit card (or any other Payment Method). Credit cards and Online Pay Systems [e.g. PayPal etc] accounts and, if applicable, bank accounts in most countries will be charged by Wine Dine 99/QARTA.

When the Client authorizes the payment of the Contractor/Team Member/Consultant/User/System Administrator Fees for a Fixed-Price Contract on the Site, the Client automatically and irrevocably authorizes and instructs Wine Dine 99/QARTA, to charge the Client’s Payment Method for the Contractor/Team Member/Consultant/User/System Administrator Fees. When the Client approves or is deemed to have approved a Time Log for an Hourly Contract, the Client automatically and irrevocably authorizes and instructs Wine Dine 99/QARTA, to charge the Client’s Payment Method for the Contractor/Team Member/Consultant/User/System Administrator Fees

By providing Payment Method information through any manner to Wine Dine 99/QARTA, the Client represents, warrants, and covenants that: (a) the Client is legally authorized to provide such information; (b) the Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to the Client’s use of such Payment Method(s) or applicable law. When the Client authorizes a payment using a Payment Method via the Site, or through a Wine Dine 99/QARTA payment processing facility, the Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from the Client’s Payment Method(s), the Client is solely responsible for paying such amounts by other means immediately.

By providing Payment Method information through any manner to Wine Dine 99/QARTA, the Client represents, warrants, and covenants that: (a) the Client is legally authorized to provide such information; (b) the Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to the Client’s use of such Payment Method(s) or applicable law. When the Client authorizes a payment using a Payment Method via the Site, or through a Wine Dine 99/QARTA payment processing facility, the Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from the Client’s Payment Method(s), the Client is solely responsible for paying such amounts by other means immediately.

6.9 AUSTRALIAN DOLLARS [AUD] AND FOREIGN CURRENCY CONVERSION

The Site and the Site Services operate in Australian Dollars [AUD]. If the Client’s Payment Method is denominated in a currency other than AUD and requires currency conversion to make payments in AUD, Wine Dine 99/QARTA, may indicate foreign currency conversion rates that Wine Dine 99/QARTA, or other Affiliates currently make available to convert supported foreign currencies to AUD. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we, or our Affiliates, obtain foreign currency will usually be different than the foreign currency conversion rates offered on, various internet Sites or exchanges.

The Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to AUD at the foreign currency conversion rate indicated by Wine Dine 99/QARTA. A list of supported foreign currencies may be available on the Site. If foreign currency conversion is required to make a payment in AUD and either Wine Dine 99/QARTA, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Wine Dine 99/QARTA or an Affiliate will charge the Client’s Payment Method in AUD and the Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the Client’s Payment Method provider, however the amount paid to Wine Dine 99/QARTA will be the full amount in AUD that was indicated on the transaction with the Client and Wine Dine 99/QARTA do not incur any of the fees on the Clients behalf, should any fees be incurred. Thus Wine Dine 99/QARTA receives the full amount in AUD, for the services rendered.

The Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. The Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site, or agreements with Wine Dine 99/QARTA is at the Client’s sole risk. Wine Dine 99/QARTA, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than AUD. Wine Dine 99/QARTA, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from any charge Account.

6.10 LIMITED PAYMENT PROTECTION

In the rare event that a Client does not make payment for legitimate services performed by a Contractor/Team Member/Consultant/User/System Administrator, Wine Dine 99/QARTA may provide limited payment protection to the Contractor/Team Member/Consultant/User/System Administrator as detailed in this Section 6.10 (“Payment Protection”) as a relationship benefit to foster fairness, reward loyalty, and encourage the Contractor/Team Member/Consultant/User/System Administrator to continue to keep working for their business needs in the industry.

Wine Dine 99/QARTA only provides Payment Protection to Contractor/Team Member/Consultant/User/System Administrators working on Hourly Contracts, that are approved and official Contractor/Team Member/Consultant/User/System Administrator, members, and only if all of requirements of the Hourly, Bonus, and Expense Payment Agreement with working Instructions and the following criteria are met: (1) The Client has a verified Payment Method; (2) the time represented is captured online using the Wine Dine 99/QARTA Team Software; (3) the Contractor/Team Member/Consultant/User/System Administrator Services performed and recorded in the Time Log pertain directly to the Service Contract; and (4) each Time Log is annotated with descriptions of the Contractor/Team Member/Consultant/User/System Administrator Services performed, demonstrating Service Contract compliance. Wine Dine 99/QARTA determines whether the foregoing criteria have been met in our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (5) Contractor/Team Member/Consultant/User/System Administrators, Contractor/Team Member/Consultant/User/System Administrator Services, or Service Contracts violating this Agreement or the other Terms of Service; (6) Contractor/Team Member/Consultant/User/System Administrators that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; (7) Contractor/Team Member/Consultant/User/System Administrators enrolled in Wine Dine 99/QARTA Payroll; or (8) Contractor/Team Member/Consultant/User/System Administrators that are suspected (in Wine Dine 99/QARTA’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection; (9) Contractors/Consultants/Users, that are general marketplace users, but are not officially working under Wine Dine 99/QARTA, in any capacity, however have been chosen to carry out works on Owner/Operator User accounts at the selection of the Owner/Operator Account owner.

A Contractor/Team Member/Consultant/User/System Administrator hereby irrevocably assigns to Wine Dine 99/QARTA the right to recover from the Client any amounts that Wine Dine 99/QARTA or our Affiliates provide to the Contractor/Team Member/Consultant/User/System Administrator in connection with the Payment Protection membership benefit.

The Contractor/Team Member/Consultant/User/System Administrator, acknowledges that in certain instances that payment protection may not be applicable, from Wine Dine 99/QARTA, due to reasonable reasons for that instance.

7. NON-CIRCUMVENTION

6.1 SERVICE FEE

You acknowledge and agree that a substantial portion of the compensation Wine Dine 99/QARTA receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). Wine Dine 99/QARTA only receives this Service Fee when a Client pays. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all communications for work directly or indirectly with that Contractor/Team Member/Consultant/User/System Administrator or arising out of your relationship with that such instance (the “Wine Dine 99/QARTA Relationship”). You may opt-out of this obligation with respect to each Client-Contractor/Team Member/Consultant/User/System Administrator relationship only if the Client or prospective Client or Contractor/Team Member/Consultant/User/System Administrator pays Wine Dine 99/QARTA a fee for each such relationship, that will exist outside the scope of works through the Site, or with Contractor/Team Member/Consultant/User/System Administrators, that are officially working under Wine Dine 99/QARTA, to carry out works on the Site in Owner/Operator user accounts.

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:

(i) $2,500; or

(ii) 50% of the cost to the Client of the services to be performed, over a 24 month period, in the Wine Dine 99/QARTA Relationship with the Client, through a “supported account” during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or

(iii) all Service Fees that would be earned by Wine Dine 99/QARTA, over a 24 month period, from the Wine Dine 99/QARTA Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Contractor/Team Member/Consultant/User/System Administrator from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Wine Dine 99/QARTA; and

(b) interest at the rate of 27% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Contractor/Team Member/Consultant/User/System Administrator until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to admin@qartalogic.com.

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by wine Dine 99/QARTA. By way of illustration and not in limitation of the foregoing, you must not:

• Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
• Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
• Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users

You agree to notify Wine Dine 99/QARTA immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Wine Dine 99/QARTA by sending an email message to: admin@qartalogic.com.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported for Contractor/Team Member/Consultant/User/System Administrators, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

8. SERVICE CONTRACT TERMS

Unless otherwise expressly agreed to in writing by both Users, and except for Contractor/Team Member/Consultant/User/System Administrator Services under the Wine Dine 99/QARTA Payroll program, the default terms and conditions of the Service Contract that a Contractor/Team Member/Consultant/User/System Administrator enters directly with Wine Dine 99/QARTA, when the Contractor/Team Member/Consultant/User/System Administrator agrees to provide the Contractor/Team Member/Consultant/User/System Administrator Services for a Client are as set forth in this Section 8.

Users agree that the terms concerning the Service Contract described on the Site, including Contractor/Team Member/Consultant/User/System Administrator Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of Wine Dine 99/QARTA, before making changes to the Service Contract by adding additional or different criteria or making other changes to any Service Contract in relation to works being carried out. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.

8.1 SERVICES

A Contractor/Team Member/Consultant/User/System Administrator will perform the Contractor/Team Member/Consultant/User/System Administrator Services in a professional and workman like manner and will timely deliver any agreed upon Work/Product designated. The manner and means of performing the Contractor/Team Member/Consultant/User/System Administrator Services will be determined and controlled solely by the Contractor/Team Member/Consultant/User/System Administrator, through All Communication with Wine Dine 99/QARTA, which is engaged by Client as a independent contractor.

8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING OWNER/OPERATOR ACCOUNT SUB USER MEMBERS & MARKETPLACE CONSULTANT USERS

To ensure accurate billing, work billed for Hourly Contracts under a Contractor/Team Member/Consultant/User/System Administrator’s work, must be entered by the Contractor/Team Member/Consultant/User/System Administrator that has the Account. With an Owner/Operator Account Sub User Account, the Owner/Operator Account Sub User may bill for hourly work done by Owner/Operator Account Sub User Members, for the Owner/Operator account user, in which instance the payment and service agreement is between the Owner/Operator Account Sub User and the Owner/Operator Account User, and not between Wine Dine 99/QARTA.

If a User subcontracts with or employs third parties to perform Contractor/Team Member/Consultant/User/System Administrator Services, or Marketplace Consultant users, on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Owner/Operator Account Sub User Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Owner/Operator Account Sub User specifically acknowledges and agrees that Owner/Operator Account Sub User Members have the authority to bind the Owner/Operator Account Sub User to Service Contracts entered into by Owner/Operator Account Sub User Members on behalf of the Owner/Operator Account Sub User.

The Contractor/Team Member/Consultant/User/System Administrators, Owner/Operator Account Sub User, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of Wine Dine 99/QARTA. The Owner/Operator Account Sub User, Delegee, and Contractor/Team Member/Consultant/User/System Administrator represent, warrant, and covenant that: (a) Owner/Operator Account User and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) Wine Dine 99/QARTA has not the right or power to supervise or control Delegees; and (c) no Delegees of any Owner/Operator Account Sub User or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Wine Dine 99/QARTA or Client.

With respect to Delegees, Wine Dine 99/QARTA merely provides the platform for Owner/Operator Account Sub User or Contractor/Team Member/Consultant/User/System Administrator to communicate and share information with Clients and, if they are Users, with Delegees. Owner/Operator Account Sub User, Delegee, and Contractor/Team Member/Consultant/User/System Administrator understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Owner/Operator Account Sub User, Contractor/Team Member/Consultant/User/System Administrator, and/or Client and not by Wine Dine 99/QARTA, in arrangements that are outside any programs offered by Wine Dine 99/QARTA. Owner/Operator Account Sub User, Delegee, and Contractor/Team Member/Consultant/User/System Administrator acknowledge and agree that Delegees are not employees or independent contractors of Wine Dine 99/QARTA, and further acknowledge and agree that they will not be providing any services to Wine Dine 99/QARTA (directly or indirectly) while employed or engaged by the Owner/Operator Account User or another User

Owner/Operator Account Sub User, Delegee, and Contractor/Team Member/Consultant/User/System Administrator acknowledge and agree that Wine Dine 99/QARTA does not, in any way, supervise, direct, or control Delegees; Wine Dine 99/QARTA does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Wine Dine 99/QARTA will not provide Delegees with training or any equipment, labour, or materials needed for a particular Service Contract; and Wine Dine 99/QARTA does not provide the premises at which the Delegees will perform the work.

8.3 CLIENT PAYMENTS AND BILLING

For Hourly Contracts, under supported accounts or work programs offered Wine Dine 99/QARTA, the Client becomes obligated for Contractor/Team Member/Consultant/User/System Administrator’s provided officially through Wine Dine 99/QARTA Fees on a weekly basis. For Fixed-Price Contracts, the Client becomes obligated immediately upon sending/accepting a Fixed-Price Contract offer or upon activating any additional work requirements, in agreement through the Service Agreement with Wine Dine 99/QARTA.

8.4 DISPUTE RESOLUTION

With respect to disputes arising between Clients and Wine Dine 99/QARTA or Wine Dine 99/QARTA and Contractor/Team Member/Consultant/User/System Administrators, you agree to abide by the dispute resolution provisions set forth in the respective agreements that apply to your particular Service Contract

8.5 TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either the Client or the Contractor/Team Member/Consultant/User/System Administrator has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Contractor/Team Member/Consultant/User/System Administrator Services, in the event of a material breach, or with the consent of the other party, except as required by law, the Client remains obligated to pay the Contractor/Team Member/Consultant/User/System Administrator Fees for any Contractor/Team Member/Consultant/User/System Administrator Services, to Wine Dine 99/QARTA, provided prior to termination of the Hourly Contract

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the work in advance or held in a trust account for the Engagement, absent a full refund to Client by Wine Dine 99/QARTA, the Service Contract does not terminate until the Contractor/Team Member/Consultant/User/System Administrator Services are completed. However, either Client or Contractor/Team Member/Consultant/User/System Administrator has the right to terminate a Fixed-Price Contract at any time with the consent of Wine Dine 99/QARTA, or in the event of a material breach. If a Fixed-Price Contract is terminated, by the Client, the Client, does not have the right to recover any payments already forwarded to Wine Dine 99/QARTA, that constitute a deposit, for the Contractor/Team Member/Consultant/User/System Administrators from the deposit provided for the Engagement.

8.6 INTELLECTUAL PROPERTY RIGHTS