User Agreement

Table of Contents

These Terms of Use ("Terms"), together with any other documents referred to herein, sets forth the terms and conditions governing your use of the websites and apps (the "Website") owned or operated by Talent Share Corporation and its parents, subsidiaries, and affiliates (collectively, "TSC, us, our, or we"), including www.talent-share.com as well as the provision, access, and use of all services, products, and platforms (collectively, the "Services") offered by TSC to you as an individual consumer. THESE TERMS APPLY TO ALL USERS, BOTH TALENT PROVIDERS AND TALENT SEEKERS.

Please read these Terms carefully before using the Website or signing up for the Services. By using the Website and/enrolling for the services or programs, you accept and agree to these Terms. Certain provisions of these Terms may be expressly superseded by designated legal notices or terms posted on particular pages on the Website or in connection with the Services, and those notices or terms will be incorporated into these Terms by reference.

1. SERVICES

The Services include both free services and paid services.

2. PRIVACY POLICY, COOKIE POLICY AND CODE OF CONDUCT

Use of the talent-share.com website, iOS and Android apps, are subject to our privacy policy, cookie policy and our code of conduct, which are incorporated into these Terms by reference. A copy of our Privacy Policy is available at www.talent-share.com. Please review our Privacy Policy to see how we collect, store, and use your personal information/data. Also, a copy of our Code of Conduct is available at www.talent-share.com

3. ACCEPTABLE USE

General Conduct

By using the Website, you agree to use the services provided in a lawful and respectful manner. You shall not engage in any activity that could damage, disable, overburden, or impair the Website or interfere with other users' ability to use the Website, including, but not limited to, disrupting servers, networks, or systems connected to the Website, attempting to gain unauthorized access, or engaging in any illegal or unethical activities.

User Content

By submitting, posting, or publishing any content on or through the Website, you hereby grant the Website a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your content in connection with the Website and its successors™ and affiliates™ business, including without limitation for promoting and redistributing part or all of the Website in any media formats and through any media channels. You represent and warrant that you have all necessary rights, licenses, and permissions to grant the foregoing license and that your content does not infringe or violate the rights, including intellectual property rights, of any third party.

Prohibited Content

You agree not to submit, post, or publish any content that: (a) is unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, sexually explicit, pornographic, or otherwise offensive in any way; (b) promotes illegal activity, such as drug use or criminal behavior; (c) constitutes "hate speech" or discriminates based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) violates the terms of any applicable license or agreement; (e) violates another person's privacy or publicity rights; or (f) contains viruses, malware, or other harmful or malicious software or code.

4. CONTENT POLICIES

Monitoring and Enforcement

The Website reserves the right, but does not assume the responsibility, to monitor, review, or remove any user content that, in its sole discretion, it determines to be in violation of this User Agreement, applicable laws, or the rights of any third party. The Website further reserves the right to terminate or suspend accounts of users who repeatedly violate this User Agreement or the rights of others.

Reporting Violations

If you become aware of any content or activity on the Website that you believe violates this User Agreement, applicable laws, or the rights of any third party, you may report such content or activity to the Website by contacting the designated agent for such purposes.

Third-Party Content

The Website may contain content provided by third parties, such as users, advertisers, partners, and Talent providers. The Website does not review or endorse any third-party content and is not responsible for the accuracy, reliability, or appropriateness of such content. Your use and reliance on third-party content is at your own risk.

5. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property rights in all content, materials, works of authorship, or inventions available in connection with or incorporated into the Website or the Services (collectively, "Website Content") are owned by TSC or its licensors. "Intellectual Property Rights" means all intellectual property and proprietary rights, whether registered or unregistered (and all renewals and extensions thereof), in and to all forms of intellectual property and proprietary materials, in any and all media now known or hereafter devised, including but not limited to, all works of authorship, content, audio-visual works, photographs, materials, inventions, marks, software, music compositions and sound recordings, mask works, data, business names, logos, processes, domain names, URLs, designs, "look and feel" of the Website, trade secrets, source code, and moral rights (where applicable), together with all copyright, trademark, patent, and other rights therein. All rights in Website Content not expressly granted in these Terms are reserved by TSC or its licensors.

6. USER CONTENT

a) Interactive Areas: The Website or Services may contain comment sections, discussion forums, or other interactive areas ("Interactive Areas"), where you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, "User content"). You are solely responsible for your use of any Interactive Areas, and you use them at your own risk. Interactive Areas are available for individuals aged 16 years or older. By accessing any Interactive Area, you represent that you are 16 years of age or older.

b) License to User content: Other than "personal data" and/or "personal information" or similar term (each as defined by applicable law) ("Personal Data"), any user content you transmit or post to the website will be considered non-confidential and non-proprietary. By submitting User content (other than personally identifiable information), you grant us the royalty-free, perpetual, irrevocable, sublicensable, non-exclusive, right to use, copy, disclose, reproduce, broadcast, sell, redistribute, publish, distribute, prepare derivative works of, perform, publicly display, modify or otherwise exploit such User content (in whole or in part) and all data, content, materials or works incorporated therein, throughout the world and in any and all media now known or hereafter devised, for any and all commercial or non-commercial purposes and without any compensation or consideration owed.

c) Your Responsibility: You are solely responsible for ensuring that your user content does not infringe upon or violate the rights of any third party, and you assume all liability if your User content does so infringe upon or violate any third-party rights. TSC is not responsible for the accuracy or credibility of any User content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading other User content posted on the Website. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals. By using Interactive Areas, you assume all associated risks.

7. REGISTERING AN ACCOUNT

a) Your Account: You may have the opportunity to register to participate in Interactive Areas such as forums and other community features by creating a user account ("Your Account"). Creating Your Account may allow you to receive information from us and/or to participate in certain features on the Website (other than the Services). By registering you represent and warrant that all information that you provide is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your information on the Website so that it remains current, complete, and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware, and other equipment needed for access to and use of the Website and all charges related to the same.

b) Registration Requirements: By completing the registration process and creating an account on www.talent-share.com, you represent and warrant that you are at least 13 years of age, can form legally binding contracts under applicable law, and are not barred from using the Website under any United States federal, state, or local laws. You should be registering an individual in Talent Share portal, and not as a business entity. Your name on the account should reflect on your account and not any business entity name or any other name. Your profile picture should be your photo and not any other's photo or any other kind of photo. Your information should match the information on your Identification document like Drivers License, State ID or Passport.

c) Account Security: You are solely responsible for maintaining the confidentiality and security of your account credentials, such as your username and password. You agree to notify the Website immediately of any unauthorized use of your account or any security breach. The Website shall not be liable for any loss or damage resulting from your failure to secure your account.

d) No Account Sharing: Only you are permitted to use Your Account. You may not share your username and password with any other person nor with multiple users on a network. You are solely responsible for maintaining the security of your password, and you will promptly notify us if you suspect Your Account or password has been compromised.

e) Proof of Eligibility to conduct programs or to attend programs: The users (Talent Provider and Talent seeker) should be providing required documentation as per TSC's requirements to ensure that they are authentic users.

f) Talent providers: Talent Providers should provide the following documentation to prove that the user is not a bot but a genuine, valid, eligible individual. The documents needed are:

1. Valid, unexpired, Driver's license (or) State ID.
2. Bank Account details
3. Mailing address
4. Email id
5. Phone number

Talent Providers should provide updated credentials when the current one expires. Talent Providers earnings and income is reported to IRS and a 1099-NEC tax document be issued to Talent Providers by TSC. This requires Talent Providers to provide proper information to be compliant with the Laws of the country and IRS rules and regulations. Talent Providers are responsible for their owed taxes to the government. TSC is not responsible for any taxes due by the Talent Providers.

g) Talent seekers: Talent Seeker should provide valid, unexpired photo based document like State issued ID card or driver's license or passport when you attend in-person programs. This identification should be provided to Talent provider and ensure that valid, genuine individual shows up for the program.

8. ACCPTANCE OF POLICIES

All the users of the TSC portal must accept to ALL THE POLICIES mentioned below, without exception. A user (Talent provider or Talent seeker) must agree to all the below mentioned policies to continue further. No user is allowed to perform any business on the portal without accepting the below mentioned policies. The policies that are need to be agreed to are:

1. Privacy policy
2. Cookie policy
3. Intellectual Property policy
4. DMCA policy
5. Code of conduct policy
6. User Agreement Policy
7. Talent Provider Additional Terms and Conditions policy
8. Third party facilities usage policy
9. CCPA_CPRA Policy

9. USAGE RESTRICTIONS

You may not (or allow anyone else to) engage in any of the following when using the Website or Services (the "Usage Restrictions"):

a) Access or use the Services: (i) In any manner that infringes upon or violates third-party Intellectual Property Rights or rights of privacy or publicity, (ii) In a way intended to avoid incurring fees or exceed usage limits (including allowing multiple persons to use a single User license), (iii) To access or use the personal or confidential information of any third party without their permission, (iv) or purposes of competitive analysis or the development or provision of a competing service or product, (v) in violation of any law, rule, or regulation applicable to the Services, including any data protection laws ("Data Laws"), including General Data Protection Regulation as called as "GDPR" and the California Consumer Privacy Act, as applicable, (vi) to engage in any unauthorized or unlawful receipt, processing, transmission or storage of any personal data (defined below) of the TSC Group or any third parties, (vii) any manner that is reasonably likely to damage, disable, overload, or impair the Services, interfere with any third party's use and enjoyment of the Services, or in any manner that TSC deems excessive or abusive;

b) Circumvent, or attempt to circumvent, any security feature or access restriction of the Services or any part thereof;

c) Modify, decompile, reverse engineer, recreate, disassemble, or otherwise make any changes to the Services or the Content (defined below in these Terms);

d) Falsify or delete any attribution, authorship or ownership, legal, or proprietary notices, labels, or designations of the Content or other components of the Services;

1. Copy, disclose, reproduce, broadcast, sell or re-sell, lease, redistribute, publish, distribute, prepare derivative works of, perform, publicly display, modify, combine with other products or services, or otherwise exploit the services or content,
2. Download content that is not made available for download by TSC,
3. Permit any non-user third party to view, access, or use the services or content;

e) Input, upload, transmit, access, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any material that is technically harmful (including computer viruses, logic bombs, trojan horses, worms, harmful components, or other malicious software) (collectively, "Malware");

f) Impersonate any person or entity, including TSC or any TSC employee, or falsely state or otherwise misrepresent an affiliation with any person or entity; or

g) If using a feature that permits users to post user-generated content, materials, or works to the Services or to interact with other users (collectively, "User content"), publish any User content that contains any material that: (i) is threatening, defamatory, obscene, indecent, seditious, offensive, harassing, annoying, pornographic, abusive, intended to incite hatred of any person or group, discriminatory, in breach of any of the Subscriber Group's confidentiality obligations, (ii) is known to be false, misleading, or inaccurate, (iii) constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability, or otherwise be in violation of the law, (iv) infringes on or violates the Intellectual Property Rights (defined in separate document) or right of privacy or publicity (for example, by using the name or likeness of an identifiable person without their consent) of any third party, (v) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, (vi) TSC, in its reasonable discretion, believe restricts or inhibits anyone else from using or enjoying the Services.

10. MONITORING BY TSC

We have the right, but not the obligation, to monitor the website and services (including by automated means), including interactive areas and user content posted, to determine compliance with these terms and any operating rules established by us and to satisfy any law, regulation, or authorized government request. TSC reserves the right to, in its sole discretion, remove, block, refuse to post, modify, or take other action with respect to user content as TSC deems appropriate, including but not limited to, where TSC believes that user content is in violation of these terms. You are solely responsible for creating backup copies of user content at your sole expense. The decision by us to monitor and/or take action with respect to user content does not constitute any responsibility or liability on our part in connection with or arising from your use of Interactive Areas. TSC will fully cooperate with any law enforcement authorities or court order requesting or directing TSC to disclose the identity or locate anyone posting any material in violation of the law.

11. TRIALS

Trial Terms: TSC may offer free or discounted trials of our Services ("Trial"), in our sole discretion. If TSC offers such a Trial, the Trial will be subject to these Terms and/or any other terms as TSC determines in its sole discretion. TSC may cancel or modify the terms of any free Trial at any time and in our sole discretion, without prior notice and without liability.

Billing after trial: IF YOU SIGN UP FOR A FREE TRIAL, YOUR TRIAL WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AT THE END OF YOUR TRIAL PERIOD, UNLESS YOU CANCEL THE TRIAL PRIOR TO THE END OF YOUR TRIAL PERIOD. ONCE YOUR TRIAL CONVERTS TO A PAID SUBSCRIPTION, YOU WILL BE AUTOMATICALLY BE CHARGED THE RECURRING SUBSCRIPTION FEES (DEFINED BELOW IN THESE TERMS) DESCRIBED AT TRIAL CHECKOUT IN ACCORDANCE WITH THESE TERMS. TO AVOID BEING CHARGED AFTER YOUR TRIAL ENDS, YOU MUST VISIT YOUR MEMBERSHIP SETTINGS AND CANCEL BEFORE THE END OF YOUR TRIAL PERIOD.

12. DISCLAIMERS:

a) External site disclaimer: The website and certain features of the Services may provide links to external Internet sites. TSC will not be liable for the use or the content of internet sites that link to the website or which are linked from it. TSC does not represent that it endorses any external sites or the content thereon, or that it believes the operation of any external site will be accurate, useful, or non-harmful. External sites may have technical inaccuracies, may cause mistakes or errors, and may transmit, store, or otherwise manipulate data in a manner that is objectionable to you. TSC's privacy policy do not apply to any collection through external sites. You are responsible for taking precautions to protect yourself and your computer systems in connection with the use of external sites.

b) Warranty disclaimer: EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THESE TERMS: (A) THE WEBSITE AND THE SERVICES AND ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TSC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) YOU ACKNOWLEDGE THAT TSC DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL MEET YOUR NEEDS, RESULT IN ANY SPECIFIC OUTCOME FOR YOU, OR BE UNINTERRUPTED, UP-TO DATE, TIMELY, SECURE, FREE FROM MALWARE, OR ERROR-FREE. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CERTAIN CIRCUMSTANCES, SO, DEPENDING ON WHERE YOU RESIDE, THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

c) Availability Of website and Services: While TSC makes efforts to ensure that the website and services are normally available 24 hours a day, TSC will not be liable if for any reason the website only is unavailable at any time or for any period. Access to the website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond TSC's control. If the services provided to you under a subscription are suspended, please see the terms below regarding "Suspension of Services".

13. LIMITATION AND LIABILITY

Limitation of types of damages: TSC AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND AGENTS (COLLECTIVELY, THE "TSC GROUP") WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST TIME, LOST DATA, LOST USE, OR DAMAGES TO GOODWILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER ANY MEMBER OF THE TSC GROUP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Limitation of liability for the website and trials: WITH RESPECT TO YOUR USE OF THE WEBSITE OR YOUR ENGAGING IN A TRIAL SUBSCRIPTION (NOT ANY SERVICES FOR WHICH YOU PURCHASE A SUBSCRIPTION):

YOU FOREVER RELEASE AND HOLD HARMLESS THE TSC GROUP FROM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY IN CONNECTION WITH THE WEBSITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, ANY OTHER WEBSITES LINKED TO THE WEBSITE OR THE MATERIAL ON SUCH OTHER WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA, OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE WEBSITE OR ANY OTHER WEBSITES LINKED TO THE WEBSITE. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT TSC IS NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITE OR ANY OTHER THIRD PARTIES. YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONS TO ENSURE THAT THE PROCESS WHICH YOU EMPLOY FOR ACCESSING THE WEBSITE DOES NOT EXPOSE YOU TO THE RISK OF VIRUSES, MALICIOUS COMPUTER CODE, OR OTHER FORMS OF INTERFERENCE WHICH MAY DAMAGE YOUR OWN COMPUTER SYSTEM.

14. LIMITATION OF LIABILITY FOR PAID SERVICES

WITH RESPECT TO ANY SERVICES FOR WHICH YOU PURCHASE:

THE MAXIMUM AGGREGATE LIABILITY OF THE TSC GROUP IN CONNECTION WITH OR RELATED TO PAID SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO TSC FOR THE SPECIFIC SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

NOTHING IN THIS SECTION WILL EXCLUDE OR LIMIT TSC'S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY; (II) FRAUD OR WILLFUL MISCONDUCT; OR (III) ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW FOR CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO, DEPENDING ON WHERE YOU RESIDE, CERTAIN OF THE EXCLUSIONS OR LIMITATIONS OF THIS SECTION MAY NOT APPLY TO YOU.

15. INDEMNIFICATION

Talent Providers agree to indemnify, defend, and hold harmless Talent Share Corporation, its officers, directors, employees, contractors, affiliates, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Any program, service, content, or materials provided by the Talent Provider;
• Any actual or alleged breach of this Agreement by the Talent Provider;
• Any violation of applicable laws, regulations, or third-party rights, including intellectual property rights;
• Any dispute between the Talent Provider and a Talent Seeker or third party; or
• Any negligent, reckless, or wrongful act or omission of the Talent Provider.

TSC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case the Talent Provider shall cooperate fully with such defense.

16. COPYRIGHT INFORMATION

The provisions of this Section apply only to individuals and corporations that access and use the website from the United States of America:

a) Digital Millennium Copyright Act (DMCA) Issues: TSC values the intellectual property rights of you and others. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the website or services infringe your copyright, you may request removal of those materials (or access to those materials) by submitting written notification to our Copyright Agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. §512) ("DMCA"), the DMCA notice must include substantially the following (failure to include this information may render your notice ineffective):

1. your physical or electronic signature;
2. identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works;
3. identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
4. adequate information by which we can contact you (for example, your name and postal address, telephone number, and/or email address);
5. a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
6. a statement that the information in the written notice is accurate; and
7. a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner,

b) Copyright Agent: Our designated copyright agent to receive DMCA Notices in the United States is:

Talent Share Corporation
ATTN: Copyright Agent, Legal Department
702 Russell Ave, Suite 470
Gaithersburg MD 20877
Email: legal@talent-share.com

c) Truthfulness: Please be aware that you may be liable for damages (including costs and attorneys' fees) under the DMCA if you knowingly materially misrepresent that material or activity is infringing your copyright.

17. TSC COMMUNICATIONS

For Talent Providers and Talent seekers, Text/Email notifications will be sent to the users for security, informative and program related, payments, receipts, taxes related. Talent Provider agrees to receive the texts/emails/phone calls/voice messages as communicated by TSC.

18. EXPORT CONTROLS

Even though the Website may be available worldwide, some or all of the Services may be subject to United States export controls. As a result, you may not access or use (or permit anyone else to access or use) the Services if you or they: (a) reside in or seek to access the Services from a country that is the target of a comprehensive trade embargo by the U.S. government (presently, Cuba, Iran, North Korea, Republic of the Sudan, Syria, or the Crimea region of Ukraine); or (b) are an individual subject to U.S. Trade Controls, including being identified on a U.S. government restricted parties list, such as the U.S. Department of Treasury's Specially Designated Nationals and Blocked Persons List, the Department of State's Non-proliferation Sanctions List, or the Department of Commerce's Denied Persons List.

19. PAYMENT METHOD FOR TALENT SEEKERS

Credit card or debit card is accepted on Talent Share portal for making payments to enroll into programs by Talent seekers.

20. CANCELLATION AND REFUND POLICY FOR TALENT PROVIDERS

Incomplete program: Talent Providers shall be entitled to compensation only for programs that are successfully completed in accordance with the published program details. No payment shall be made for any program that is incomplete, abandoned, cancelled prior to commencement, or otherwise fails to start as scheduled.

In addition, Talent Share Corporation ("TSC") shall deduct a service fee equal to ten percent (10%) of the gross revenue generated by each successfully completed program. For purposes of this Agreement, "gross revenue" shall be calculated by multiplying the published enrollment fee by the total number of enrolled Talent Seekers for the applicable program.

The applicable service fee shall be deducted from future payments otherwise payable by TSC to the Talent Provider.

Program published and canceled: In the event that a Talent Provider publishes a program and subsequently cancels the program after one or more Talent Seekers have enrolled, TSC shall assess a cancellation service fee equal to ten percent (10%) of the program's base enrollment price multiplied by the total number of enrolled Talent Seekers at the time of cancellation.

This cancellation service fee shall apply only if one or more Talent Seekers are enrolled in the cancelled program. No service fee shall be charged if the cancelled program has zero (0) enrollments at the time of cancellation.

Payment to Talent providers: Talent Providers shall receive payments from TSC on a bi-monthly basis, covering only those programs that have been successfully completed during the applicable payment period, less any applicable service fees, deductions, or adjustments as outlined in this Agreement.

TSC's determination regarding program completion, enrollment counts, revenue calculations, and applicable service fees shall be final and binding, absent manifest error.

21. CANCELLATION AND REFUND POLICY FOR TALENT SEEKERS

Cancel enrollment: For the programs which are scheduled to start more than 24 hours away, and talent seeker enrolls into any such program, talent seeker can make program cancellation request and can cancel program enrollment within the first 24 hours of the enrollment. No refund is made after the 24-hour time duration lapses. This policy applies for any program which is more than 24 hours away to commence. If a talent seeker enrolls into any program that is scheduled to start within 24 hours, there is no refund.

Abandon the program in the middle or not completing the program: No refund.

No show: No refund.

Third-party facility Utilization: Any payments made by Talent seekers to third party facilities for utilization of any third-party facility, equipment, or any other expense does not come under the preview of TSC. TSC takes no responsibility as it is out of TSC's scope.

22. GOVERNING LAW

a) Governing Law and Jurisdiction: These Terms, their subject matter, and their formation, are governed by and will be interpreted by Maryland State law, without regard to conflict of law provisions. However, these Terms will not limit any consumer protections rights that you may be entitled to. You and TSC agree that any claims or disputes arising from or related to these Terms, the Website, or the Services will be adjudicated exclusively in the Federal or State courts located in Montgomery county, Maryland; and to the fullest extent permitted by applicable law, you and TSC agree to submit to the personal jurisdiction of those courts for the purpose of litigating any claim or dispute arising under these Terms, the Website, or the Services.

b) Class action waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES BETWEEN YOU AND TSC WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND YOU WILL NOT HAVE THE RIGHT TO BRING ANY CLAIM AGAINST TSC AS A PLAINTIFF OR MEMBER OF A CLASS ACTION OR OTHER ACTION BROUGHT BY A GROUP OR BY A REPRESENTATIVE ON BEHALF OF OTHERS.

23. FEATURE TERMS

Certain features of the Services may also be governed by supplemental or different terms applicable to that specific feature ("Feature Terms"). You are required to accept Feature Terms in order to use the applicable feature.

24. CONTENT

If you enroll to the Services, your enrollment will allow you to access certain website content that is only available with enrollment (the "Content"). We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access the relevant Content only in connection with your use of the Services and for personal, non-commercial purposes. This license granted to you does not give you any other rights in our Content (including any material that we may license from third parties) or the right to share the Content with anyone else or grant anyone else access to the Content. We may make modifications, updates, additions, and enhancements to the Content. We may also remove Content at any time. We make all reasonable efforts to ensure, but do not guarantee, that the description of the Content available in connection with Services corresponds to the actual Content you will receive.

25. TERMINATION OF TALENT-SHARE.COM PORTAL ACCESS

a) For Talent Providers: TSC have the right to terminate your access to the Website if you engage in any conduct which we, in our sole discretion, determine to be unacceptable, or if you breach any of these Terms. Violation of any of the TSC policies can cause a termination of Talent Provider's account. Initially the user account will be locked out and suspended while the violation or issue is in review. While the review in progress, the Talent Provider cannot conduct any programs and his current and future programs will be on hold till the issue is resolved. Once TSC completes the review, and if the user found in contempt of rules, required action will be taken on the user, which includes termination of account. In such case Talent Provider's future programs and current programs will be cancelled. For the current programs, Talent Provider will not be compensated for an incomplete program, and the program money will be refunded to the Talent seekers and a penalty will be levied on the incomplete program, all future and upcoming programs will be cancelled and refunds will be issued to Talent seekers whoever has paid for the given program. TSC will perform a reconciliation of the account and pay any dues to Talent Provider and terminate Talent Provider's services and blacklist the user to block the Talent Provider on TSC platform forever. The Talent providers under any circumstances should not ask Talent seeker for any personal information, which includes phone number, email id, address or social security/driver's license information. It is a violation of TSC's rules and regulations.

b) For Talent seekers: TSC have the right to terminate Talent seekers access to the Website if you engage in any conduct which we, in our sole discretion, determine to be unacceptable, or if you breach any of these Terms. Violation of any of the TSC policies can cause a termination of Talent seeker's account. Initially the user account will be locked out and suspended while the violation or issue is in review. While the review is ongoing, the user cannot attend any programs that he/she has signed up for. Once TSC makes completes the review, and if the user found in contempt of rules, required action will be taken for the user, which includes termination of account. In such case Talent seekers enrollment into current programs will be terminated. Any payment Talent seeker paid for the current program's enrollment will not be refunded. Talent seeker's enrollment in any future programs will be cancelled and fees collected will be refunded. TSC will determine the amount of refund you will get. All decisions made by TSC in this regard are final. TSC will also perform a reconciliation of the account and pay any dues to Talent seeker and terminate Talent seeker's account and blacklist the user and block the Talent seeker on TSC platform forever. The Talent seeker under any circumstances should not ask Talent provider for any personal information, which includes phone number, email id, address or social security/driver's license information. It is a violation of TSC's rules and regulations.

26. CHANGES TO THE TERMS

TSC may modify/update the terms and conditions from time to time. Any changes that do not materially affect programs will be effective immediately when published. If we make material changes to these Terms, which affect enrollments, those changes will be effective as of your next Billing Cycle (defined below) or when you agree to them, whichever occurs first. Your continued use of the Website or the Services after the effective date of the change, will act as your consent to the updated Terms.

27. ENROLLMENT TO A PROGRAM:

a) Enrollment to program: The Website contains an online process for purchasing an enrollment to a program. No part of the Website or your order constitutes a contractual offer capable of acceptance. Instead, your request for an enrollment is an offer that we may accept or reject at our discretion. Our acknowledgment of receipt of your request for enrollment does not mean that we have accepted it. We will indicate that we have accepted your offer by sending you an enrollment confirmation email. In the unlikely event that we do not accept or cannot fulfill your request for enrollment for any reason, we will let you know and, in that case, we will not take any payment from you and will refund any payments you have already made.

b) Accuracy of program: Before completing your program, you will be given the opportunity to review your purchase for accuracy. Please ensure that you have checked your program request carefully and provided accurate information before submitting it. We reserve the right to verify that you have entered a valid payment method prior to processing your purchase. If you discover you have provided us with incorrect or incomplete information, please contact us as soon as possible. If we do not receive accurate or complete information within a reasonable time, we will cancel your request to program. We will not be responsible for any delay in the availability of Services that results from you providing incorrect or incomplete information.

28. SUSPENSIONS OF VARIOUS TYPES:

a) Risks and Updates: TSC may suspend your access to the Services, without notice, to resolve, in TSC's sole discretion, any actual or threatened technical risks, problems, or circumstances that we determine may pose risk to the Services or to the rights of the TSC Group, you, or any third parties; or (b) to update the Services to comply with applicable changes in the law or other regulatory requirements.

b) Violation of Terms: TSC may suspend provision of the Services to investigate if it suspects you have violated these Terms, until and unless such investigation is concluded, in TSC's sole discretion.

29. NOTICES

a) Notices to Us: If you wish to contact us with questions, complaints, or feedback, you may contact Us by email at support@talent-share.com with your username and program enrollment details. We always strive to ensure your experience is a positive one and welcome your feedback.

b) Notices to You: We may provide any notices to you by email to the email address associated with your TSC account or by mailing the notices to your physical mailing address indicated on your profile.

30. DISPUTE RESOLUTION

Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this User Agreement or the use of the Website (collectively, "Dispute"), the parties shall first attempt to resolve such Dispute informally through good faith negotiation. If the parties are unable to resolve the Dispute within thirty (30) days of commencing negotiation, either party may proceed to initiate formal dispute resolution proceedings in accordance with the following sections.

Arbitration

Any Dispute that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in a location mutually agreed upon by the parties or, in the absence of agreement, in a location selected by the American Arbitration Association.

Waiver of Class and Representative Actions

YOU AND THE WEBSITE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, SUCH AS A CLASS ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND THE WEBSITE FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

Governing Law and Venue

This User Agreement shall be governed by and construed in accordance with the laws of the United States and the state in which the Website is located, without regard to conflicts of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the federal and state courts located in the state in which the Website is located for the resolution of any disputes not subject to arbitration.

31. OTHER GENERAL TERMS

a) Assignment: We may assign (or transfer) our obligations and rights under these Terms at our discretion, including assigning them to a third party (this may happen, for example, if we sell our business or have another company provide all or part of the Website or Services). If that happens, your rights under these Terms will not be affected and the party to whom we assign will take on our obligations under these Terms. You may not assign (or transfer) your obligations and rights under these Terms without our prior written permission.

b) Survival and Severability: If you cancel your enrollment to a program, any provision of these Terms that, expressly or by their nature, are to continue after such cancellation, will survive and continue in accordance with their terms after you cancel. If any of the provisions of these Terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and the remainder of these Terms will be valid and enforceable.

The provisions relating to payment obligations, indemnification, intellectual property, confidentiality, dispute resolution, limitation of liability, and governing law shall survive termination or expiration of this Agreement.

c) No Waiver: No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of your breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.

d) Confidentiality: Talent Providers may receive access to confidential or proprietary information of TSC, including but not limited to business processes, platform data, pricing models, user information, technical details, and non-public materials ("Confidential Information").

Talent Providers agree to:

• Use Confidential Information solely for purposes of performing under this Agreement;
• Not disclose Confidential Information to any third party without prior written consent from TSC; and
• Take reasonable measures to protect the confidentiality of such information.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer where required by applicable law.

Confidential Information does not include information that:

• Is publicly available through no fault of the Talent Provider;
• Was lawfully known prior to disclosure; or
• Is required to be disclosed by law or court order, provided TSC is notified where legally permissible.

e) Force Majeure: We will not be liable for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar event. Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, internet outages, system failures, or utility disruptions ("Force Majeure Event").

The affected party shall:

• Promptly notify the other party of the Force Majeure Event; and
• Use commercially reasonable efforts to resume performance as soon as practicable.

If a Force Majeure Event continues for more than thirty (30) consecutive days, TSC may, at its discretion, suspend or terminate affected programs without liability.

f) Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.

g) Entire Agreement: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed programs shall apply in lieu of the terms or conditions in any purchase order or other documentation that Talent seeker provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed programs. This Agreement, or any part thereof, may be modified by Talent-Share.com at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.

TERMINATION AND SUSPENSION RIGHTS

Termination by Talent Provider

Talent Providers may terminate their participation on the Platform at any time by providing written notice to TSC or by using the account termination functionality made available on the Platform, subject to the following conditions:

• Termination shall not relieve the Talent Provider of any obligations accrued prior to the effective date of termination, including outstanding service fees, refunds, chargebacks, or other amounts owed to TSC.
• Any programs that are active, scheduled, or in progress at the time of termination may be cancelled by TSC in accordance with the Platform's policies.
• No refunds or payments shall be due to the Talent Provider for programs that are incomplete, abandoned, or cancelled as a result of termination.

Suspension or Termination by TSC

TSC reserves the right, in its sole discretion and without prior notice, to suspend, restrict, or terminate a Talent Provider's account, access to the Platform, or any associated programs, if TSC determines that the Talent Provider has:

• Violated this Agreement, Platform policies, or applicable laws or regulations;
• Engaged in fraudulent, deceptive, misleading, or unethical conduct;
• Failed to deliver programs as advertised or repeatedly cancelled programs;
• Received excessive complaints, disputes, refund requests, or chargebacks;
• Provided false, misleading, or incomplete information;
• Acted in a manner that may harm Talent Seekers, the Platform, or TSC's reputation or business interests.

Effect of Suspension

During a suspension:

• The Talent Provider's programs may be paused, hidden, or removed from public view.
• Enrollment in suspended programs may be restricted or disabled.
• Payments may be withheld pending investigation, resolution of disputes, or completion verification.
• TSC may issue refunds to Talent Seekers at its discretion, with such amounts deducted from current or future payments to the Talent Provider.

Effect of Termination

Upon termination for any reason:

• All licenses and rights granted to the Talent Provider under this Agreement shall immediately cease.
• Any outstanding amounts owed to TSC shall become immediately due and payable.
• TSC may retain records, transaction data, and program history as required by law or for legitimate business purposes.
• Sections relating to payment obligations, service fees, refunds, dispute resolution, governing law, limitation of liability, and indemnification shall survive termination.

No Obligation to Provide Services After Termination

Following termination, TSC shall have no obligation to:

• Continue hosting, promoting, or supporting the Talent Provider's programs;
• Provide access to Talent Seekers or platform tools;
• Release payments related to incomplete or disputed programs.

Reinstatement

Any reinstatement of a suspended or terminated account shall be at TSC's sole discretion and may be subject to additional conditions, documentation, fees, or compliance requirements.

Termination for Legal or Business Reasons

TSC may terminate this Agreement immediately if required to do so by law, regulation, court order, or governmental authority, or if TSC discontinues the Platform or materially changes its business operations.