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roseannbm

Name
Rose Ann

Country

Philippines (the)

Date of Birth
May 25, 19

I have read and agree with Photomath Contributor Agreement and Privacy Policy

I want to receive special offers and promotions from Photomath to my email

Confirm
Please read the privacy policy
Privacy and Cookie notice for Contributors

(“Notice”)

This Notice was last updated on May 8, 2020

Photomath Inc. with registered seat at 20 E 3rd Ave., San Mateo, CA 94401, USA (hereinafter referred
to as: “Photomath” or “we”) values with great importance your privacy and the protection of your
personal data. This Notice applies to Contributors and describes how Photomath processes the
personal data that is gathered from Contributors. We consider as Contributors persons who visit
and/or interact with our website: https://portal.photomath.net (hereinafter: „Website“) in one or
more of the following ways:

 explore the Website as potential contributors;

 complete the Contributor’s registration form;
  create the Contributor's Account and/or enter as a Party to the Contribution
Agreement with us;
 undergo our trainings and are selected as the Contributor eligible for obtaining
Work Orders, thus contributing to the content of the Photomath platform on the
Website and participating in our Contributor’s program in line with the terms of use
laid down in the Contribution Agreement (hereinafter: „Program“);
 communicate with us regarding the Program or Website content.

If after reading this Privacy Notice you have questions about the processing of your personal data or
the exercise of your rights, please contact us by sending an email to privacy@photomath.net.

Photomath abides by all applicable data protection laws and regulations, including the California
Consumer Privacy Act of 2018 (hereinafter: „CCPA“) and NYCP as well as the EU General Data
Protection Regulation (EU) 2016/679 (hereinafter: “GDPR”). For the purposes of the GDPR, the data
controller of your personal data is Photomath Inc.with registered seat at 20 E 3rd Ave., San Mateo,
CA 94401, unless indicated otherwise. Where Photomath Inc. is required to appoint a representative
established in the European Union, the representative for all such cases is Photomath Ltd, with
registered seat at Zagreb, Strojarska cesta 20, entered into the Court Registry of the Commercial
Court in Zagreb under registry number (“MBS”): 081018659, personal identification number (“OIB”):
20161538488, e-mail: privacy@photomath.net.

1. Data we collect from you

We collect information you provide directly to us. For example, we collect information when you
create the Contributor’s Account, participate in the Program or otherwise communicate with us.

When you access our Website, we may also collect certain data through the use of “cookies” and
other automated means. Such data may comprise the following data: date and time, originating IP
address, type of browser and operating system used (if provided by the browser), or URL of the
referring page (if provided by the browser). To learn more about cookies, how they are used and how
to exercise your choice with respect to their collection of information on this site, please click here.

1.1. Your data when you create your Contributor’s Account

If you want to participate in the Program, firstly, we require you to create Contributor’s Account thus
registering on our Website as a contributor. For registration purposes we require your full name (first
name and surname), your date of birth, your country of residence, your phone number and your e-
mail address (hereinafter: “Registration Data”). After you fill the Registration Data, we will send you
a welcoming e-mail to verify your Registration Data. We use this data in order to create and maintain
your Contributor's Account, as well as to contact you regarding the Program. You can use your
Contributor's Account to qualify as a Contributor of the content for the Photomath platform on the
Website, in line with the Contribution Agreement.
1.2. Your Data after entering into the Contribution Agreement

After creating your Contributor’s Account, if you want to participate in the Program, you will be
asked to enter into the Contribution Agreement and undergo our trainings so that we may be in
position to verify your mathematical knowledge and skills. This includes solving mathematical
equations and undergoing our trainings in order to pass the Content Creation Qualities, as laid down
in the Contribution Agreement (hereinafter: “Qualification Criteria”). Data collected from you in this
process include your personal data such as: time you spent on solving each mathematical equation,
data on successfully and unsuccessfully solved equations, level of English language proficiency,
learning methods etc. This data will be added to your Contributor’s Account and used only to assess
your eligibility to further participate in the Program as a Contributor. We shall also add any other
relevant data regarding your participation in the Program (e.g. status of the Work Orders accepted
by you, your compensations payable under the Program) to your Contributor’s Account (all such data
added to your Contributor’s Account are hereinafter jointly referred to as “Account Data”).

For the purpose of preventing any fraudulent attempts (e.g. if we suspect you provided false data of
your age of majority or the contact details) we may ask you to provide us with a scanned copy of
your identification document such as a passport, residency, visa or national identity card. We will not
process this data for any other purpose.

If you do not pass Qualification Criteria and/or are not eligible to further participate in the Program
as a Contributor, your Contributor’s Account Data will be deleted after 60 days. This means that we
will immediately stop processing your personal data, unless we are required by law (e.g. fiscal
obligations), or based on our legitimate interest for the purpose of establishment, exercise or
defence of legal claims, in which case your data will no longer be processed for other purposes.

After you have passed the Qualification Criteria we will inform you whether you are eligible to further
participate in the Program as a Contributor and provide you with information on available Work
Orders. Work Orders may be issued to you by email (if you have provided your consent), or through
the Photomath platform after you have logged in to your account. When you complete the Working
Order provided to you by Photomath and your Content is accepted by us, any Charges payable to
you in consideration of the satisfactory provision of the Contribution Agreement will be
automatically assigned to your Contributor’s Account.

We use a third party payment processor to process payments of compensations payable to you. In
connection with the processing of such payments, you will be asked to provide your personal data by
our third party payment processor, Payoneer, whose use of your personal information is governed by
their privacy policy, which is available at https://www.payoneer.com/legal/privacy-policy/ . Apart from
Payoneer, we may nominate any other payment service provider from time to time, whereas we
encourage you to familiarize yourself with their privacy policies, since we do not control how they
process your personal data. Such third party payment processors are data controllers in their own
name. We may process the payment information regarding the transactions made to you on our
behalf by our third party payment processor only if this is our legal obligation (such as our tax
obligations towards the Internal Revenue Service (“IRS”)) or if we are required to do so for the
purpose of establishing, exercising and defending legal claims arising from Contribution Agreement.
If you do not provide the third party payment processor with the required data, you may solve the
mathematical equations/tasks in the Program, however you cannot obtain the compensation in line
with your Contribution Agreement.

In order to facilitate your use of a third party payment platform, after you enter into the platform,
your data stored on your Contributor’s Account (data limited to your: full name, country, email and
mobile phone number) will be pre-completed in the registration form of such payment platform. We
will share your full name, country, email and mobile phone number with payment platform only if
you enter a payment platform through our Website. The purpose of sharing this data is to facilitate
your navigating through a payment platform registration form and without the need to retype your
data. On the payment platform you will be able to make corrections of the pre-completed
information. We will share this information based on our legitimate interest to facilitate making
payments to you arising from the Contribution Agreement. Please see more information on the
processing based on our legitimate interest under point 3. c).

You can update your Contributor’s Profile at any time by visiting the Profile link on the Website. We
recommend that you update your Contributor’s Profile regularly, to ensure that the Program
operates appropriately for you.

1.3. Your data when communicating with us

If you communicate with Photomath via contact form on the Website or in any other way,
Photomath will process the relevant data in order to process your inquiry.

2. Why we process your personal data

We will use your personal data to:

 operate and maintain our Website;

 provide you with information or services that you request from us;
 make improvements to our Website and ensure that content on the Website is
presented in the most effective manner for you;
 create and maintain your Contributor’s Account;
 allow you to log in to the Website in order to undergo our trainings and participate
in the Program;
 contact you about your Contributor’s Account and/or the Program;
 communicate with you in response to your inquiries and/or to send you strictly
Program-related announcements;
 assess your eligibility to participate in the Program as a Contributor;
 carry out our obligations towards you in connection to the Program such as
assigning your completed Work Orders and related compensations to your
Contributor’s Account;
  facilitate payments and other administrative processes related to the Program:
 improve our products and services;
 for market research;
 comply with our regulatory and other legal obligations;
 monitor any content you post as a Contributor;
 notify you about available Work Orders;
 prevent any fraudulent attempts regarding the use of our Website or participating in
the Program;
 investigate and to manage inquiries, disputes and legal proceedings and to comply
with court orders, mandatory government authorities or law enforcement orders;
 establish, exercise or defend legal claims.

3. Legal basis for processing in accordance with Section 2 above

a) performance of a contract

Creation of your Contributor's Account and entering into the Contribution Agreement only happens
at your request. Therefore, we consider the processing during your registration, trainings and
participation in the Program as performance of a contract (Contribution Agreement) or as a
requirement necessary for you to enter into a contract with us and/or for your participation in the
Program. If you do not provide us with the requested data, you may not be able to act as a
Contributor to the Program in whole or in part.

b) compliance with our legal obligation

We may also process data obtained during your registration and participation in the Program to
meet our legal or regulatory requirements, in particular to respond to requests for information from
government authorities such as the IRS. For this purpose, the legal basis is compliance with a legal
obligation to which we as the data controller are subject.

c) our legitimate interests

We shall be entitled to process your personal data for achieving purposes in our legitimate interests
except for the cases in which your interests and your basic rights and freedom requiring your
personal data protection are more substantial than our interests. We shall, however, take into
consideration your reasonable expectations with respect to processing of personal data based on
your contractual or any other relationship with us.

Processing based on our legitimate interest may include for example:

 requesting scanned copy of your identification document, if we suspect that you

have falsely stated your state of residence/identification details or age of majority.
Therefore, for the purpose of preventing any fraudulent attempts regarding your
identity and any other felony or misdemeanor, we hold that we have legitimate
interest to request such scans;
  transfer of your personal data to a member of our group: Photomath d.o.o., with
registered seat at Zagreb, Strojarska cesta 20, personal identification number („OIB“):
20161538488, based on our legitimate interest of internal administrative purposes;
 if you enter a payment platform through our Website, we will transfer the data on
your full name, country, email and mobile phone number contained in the
Contributor's Account to such payment platform in order to facilitate your
navigating through the payment platform registration form and without the need to
retype your name and surname every time. This data processing is based on our
legitimate interest to facilitate making payments to you arising from the
Contribution Agreement;
 we may also process personal data to improve and develop better services for
Contributors and our customers, to support our business decision making, and to
consider our customers’ feedback and needs. The basis for processing data for
product and service development is legitimate interest. This is done, for example, by
utilizing the data generated from the use of our services in analytics (to understand
how our Website is used); by using recorded or transcribed phone calls for training
and service quality improvement; and by testing system functionality with temporary
sample data that is collected during normal service or Website use.

We make sure and we consider and balance any potential impact on you (both positive and
negative) and your rights before we process your personal data for our legitimate interests. We do
not use your personal data for activities where our interests are overridden by the impact on you
(unless we have your consent or are otherwise required or permitted to by law). You can obtain
further information about how we assess our legitimate interests against any potential impact on you
in respect of specific activities by contacting us.

Based on the grounds relating to your particular situation, at any time you have the right to object,
to processing of your personal dana based on the legitimate interests.

d) your consent

- consent for receiving our newsletter

If you have consented that we use your data for sending information via e-mail newsletter, from time
to time we may send you information on our available new Work Orders that might interest you. For
this purpose we will process your name, surname, e-mail address and the data on your accepted
Work Orders. You can withdraw your consent at any time via an unsubscribe link available in every
newsletter we provide you, or by updating your profile data at https://portal.photomath.net/profile.
Withdrawal of consent does not affect the lawfulness of data processing carried out on the basis of
consent until withdrawal.

If you do not provide your consent (or if you withdraw it) you can still continue to participate in the
Program. You will then only receive information strictly relevant to your use of the Program (e.g.
updates to your Account or notifications concerning Work Orders that you have already accepted).

- consent for participating in our market research

If you have provided your consent for this purpose, we will use your data for conducting market
research through our Website about your satisfaction and evaluation of the Contribution Program.
For this purpose we will use your Account Data and the data you directly provide to us in
communication with us during the market research (e.g. data concerning your satisfaction with the
Contribution Program). This will also help us improve the Program. You can withdraw your consent at
any time by updating your profile at https://portal.photomath.net/profile. Withdrawal of consent
does not affect the lawfulness of data processing carried out on the basis of consent until
withdrawal.

If you do not provide your consent for market research (or if you withdraw it) you can still continue
to participate in the Program.

4. To whom do we share your personal data

We may disclose your personal data:

 to our Croatian subsidiary, Photomath d.o.o., with registered seat at Zagreb,

Strojarska cesta 20, personal identification number („OIB“): 20161538488, under our
common control and ownership (i) to carry out certain processing operations as our
data processor on our behalf, and/or (ii) based on our legitimate interest for intra-
group administrative purposes;
 to our third party service providers who provide services such as website hosting,
payment service providers, data analysts, learn management systems, banks and
other financial institutions and IT hosting companies who need access to such
information in order to enable the proper operating of the Program and the
Website and to protect the security or integrity of our IT systems and Website;
 to comply with applicable law, which may include laws outside your country of
residence, to respond to requests from public and government authorities, which
may include authorities outside your country of residence, to cooperate with law
enforcement or for other valid legal reasons.

We may assign service providers with the processing of personal data (data processors) to support
the Program (e.g. for storing your Contributor’s Account data) by using analytics processors, data
centers, letter shops, e-mail senders and customer service centers. We carefully select and monitor
such service providers who carry out processing on our behalf. We use only processors providing
sufficient guarantees to implement appropriate technical and organisational measures in such a
manner that processing meets the requirements of the GDPR, CCPA, NYCP and other applicable
personal data protection laws thus ensuring the protection of your rights.

5. How long do we keep your data?

We will keep your personal data only for as long as it is required for the purposes of processing set
out above, so this period will vary depending on such purpose. For example, we store your
Contributor’s Account data for as long as you participate in the Program actively. If you are not
active in the Program for more than 12 months we will send you a notification on your e-mail and if
we do not receive any response from you, we will deactivate and delete your Contributor’s Account.
In this case we will retain only data as required by law (e.g. for fiscal or tax obligations), or process
your data based on our legitimate interest for the purpose of establishment, exercise or defence of
legal claims, therefore, your data will no longer be processed for other purposes.

You can at any time delete your Contributor’s Account in which case we will immediately stop
processing your personal data, unless we are required by law (e.g. fiscal obligations), thus the data
will no longer be processed for other purposes.

6. How do we protect your personal data?

We take all necessary measures to protect your personal data and their confidentiality, both at the
physical, technical and organisational level. To ensure that your data is protected against loss, theft,
misuse and unauthorized access, disclosure, alteration or destruction, we use various security
techniques and procedures. Among other things, we have taken the following measures:

 only the persons who need your personal data for the performance of their duties
will have access to these data;

 the persons who can access your personal data are bound by confidentiality;

 we use a username and password policy on all our systems;

 we make sure the data you provide on the website are captured and transmitted to
us in an encrypted way;

 we back-up all our systems in order to be able to recover all data in the event of
physical or technical incidents;

 we secure our network with multiple layers of defence against possible threats;

 we monitor and log activities on our systems so that abnormal situations or

activities can be detected;

 we use cloud providers that secure the physical spaces where personal data are
stored on servers;

 we regularly test and evaluate our security measures;

 our employees have been informed and trained on the importance of the protection
of personal data.

We keep expanding our security procedures as new technologies become available.

7. Your rights

If you would like to submit a request to access, rectify, erase, restrict or object to the processing of
personal data that you have previously provided to us, or if you would like to submit a request to
receive an electronic copy of your personal for purposes of transmitting it to another company (to
the extent this right to data portability is provided to you by applicable law), you may contact us via
the e-mail: privacy@photomath.net. We will respond to your request consistent with applicable law.
In your request, please make clear which personal data you would like to have changed, whether you
would like to have your personal data suppressed from our database, or otherwise let us know what
limitations you would like to put on our use of your personal data. For your protection, we may only
implement requests with respect to the personal data associated with your account, your email
address or other account information, that you use to send us your request, and we may need to
verify your identity before implementing your request.

If you make use of (some of) your choices and rights (such as the right to erasure), you may not be
able to use the Program in whole or in part.

If you have a complaint about how we handle your personal data or about the exercise of your
rights, you can always contact us. You also have the right to file a complaint with the Data Protection
Authority in the location in which you live, work or believe a data protection breach has occurred.

8. Third-party services and international transfers of personal data

This Privacy Notice does not address, and Photomath is not responsible for, the privacy, information
or other practices of any third parties, including any third party operating any website or service to
which the Websites link. The inclusion of a link on the Website does not imply endorsement of the
linked site or service by us or by our affiliates or subsidiaries.

If you are located in the EEA, your personal data may be transferred to our affiliates or service
providers in non-EEA countries that are recognised by the European Commission as providing an
adequate level of data protection according to EEA standards (the full list of these countries is
available at: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-
protection/adequacy-decisions_en; including for the United States entities within the Privacy Shield
framework which are recognised as providing adequate protection pursuant to the decision still in
force by the European Commission. For example, we use the services of the Google Cloud platform
operated by Google LLC, an entity certified through a Privacy Shield Framework and acting as a data
processor. More information on the measures Google LLC has put into place regarding the
protection of your personal data is available at https://cloud.google.com/security/gdpr/. For transfers
to countries not considered adequate by the European Commission, such as India, or for entities
within the United States which are not certified within the Privacy Shield framework, we have put in
place adequate measures, i.e. standard data protection clauses adopted by the European
Commission to protect your personal data. You may obtain a copy of these measures by
contacting privacy@photomath.net.
 
9. Changes to this Privacy Notice
If our privacy policy changes in any way in relation to processing of Contributor’s personal data,
Photomath will place an updated version of this Notice on the Website. Regularly reviewing the
Website ensures that you are always aware of what information we collect, how Photomath uses it
and under what circumstances, if any, we will share it with other parties.

10. Cookies

A cookie is a small text file that a Website saves on your computer or mobile device when you visit
the site. Our cookies have different functions and remain for different time periods. They are either
necessary for the functioning of our Website, help us improve our performance by providing
analytical data, deliver targeted marketing and/or give you extra functionalities. Cookies generally do
not hold any information to identify an individual person but are instead used to identify a browser
or an individual device.

Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering
your preferences, and generally improving the user experience. They can also help us and third
parties to serve you online adverts which may be more relevant to you and your interests, based on
your browsing history.

Main types of cookies:

 First-party cookies (our own cookies) are created by web location that you visit, in
this case, our Website. Such web location is shown in the address bar. Data stored in
our own cookies are anonymous and do not contain personal data such as personal
name or email address. Therefore, it is not possible to connect data stored in
cookies with a particular person.
 Third-party cookies are created by other web locations. Please note that we may
not control the storage or access to these cookies. You should review the privacy
and cookie policies of these services to find out how these third parties use cookies.
In addition, for more information on how third parties use these types of cookies,
visit the following link: https://www.youronlinechoices.com/.
 

Some cookies are only stored for the duration of your visit to our Website. These cookies are known
as session cookies. Others, known as persistent cookies, may remain stored on your device after
your visit and may be accessed by our Website every time you re-visit the Website.

How do we use cookies?

We use cookies and similar technologies on this site to enhance your experience and for analytical
and marketing purposes. The table below explains the cookies we use on the Website and why.
 

Option Purpose Description and duration

ON* Essential Cookies necessary to allow navigation on our website,

    services you will request and prevent security threats.

*As these cookies are strictly   Our own cookies: sign-in related cookie (3 minutes).
necessary, if such cookies are
Third party cookie: cookie used to prevent security
disabled, this will affect how the
threats: Cloudflare (1 month).
Website functions. You can
disable them in your browser.

On/Off Functional These cookies allow our Website to remember choices

as that you accepted the Cookies on the Cookie Notific
your sign-in data), thus providing enhanced, more perso
These cookies cannot track your browsing activity on o
For example, these cookies are used to determine if the
Notification Bar should be displayed or not. If you hav
your choice regarding the use of cookies, then we will n
the Bar again.

These are our own cookies (30 days).

On/Off Analytics These cookies and scripts are used to measure, understa
on your usage of our Website. They help us understand
interact with Website by collecting and reporting inform
anonymously. This Website uses Google Analytics, ser
analysis provided by Google LLC (“Google”). Google
cookies for the analysis of your use of Website. Inform
by cookie on your use of this Website is transferred to t
States of America. For more information, please see Pr
security policy on the following
link: https://support.google.com/analytics/answer/6004

Third-party cookie used: Google Analytics (2 years).

On/Off Marketing These cookies are used to deliver adverts on our or thir
more relevant to you and your interests, as well as to m
effectiveness of advertising campaigns. We may utilize
technologies from our marketing partners (Google), and
media platforms (Facebook). These technologies help u
efficacy of our marketing campaigns and to understand
navigate to the Websites from our ads on other website
and our marketing partners (Google LLC and/or Facebo
determine how many times people who click on our ad
our services or performing a particular action, which in
be transmitted to our aforementioned marketing partner
technologies are used to compile statistics about visitor
with the Websites and our other online content, to estim
effectiveness of our ads, and to provide more pertinent
our visitors. This also includes using of previously coll
information about your interests to select ads and wheth
action related to the advertisement, including for examp
ad. For this purposes we use:

(i)Retargeting

This website uses retargeting technology for online ad

makes it possible to specifically address the Internet br
advertising that have already shown interest in our prod
services. It is known from studies that the display of int
advertising is more interesting for the Internet user than
has no such relevance. With retargeting, the display of
media is done on the basis of a cookie-based analysis o
visit behavior. This Website uses the Google Analytics
marketing tools such as remarketing lists for search ads
remarketing for the Google display network. If you do
interest-based advertising from Google to be displayed
deactivate this function
here https://adssettings.google.com/authenticated?hl=h
information on how Google uses cookies and similar te
advertising, please visit: https://policies.google.com/tec
hl=en-US.

(ii) Facebook-Pixel

 
 We use "Facebook Pixel" of the social network Facebo
(Facebook). The Facebook pixel can track the behavior
clicking on a Facebook ad. With the aid of the Faceboo
understand how our marketing measures are being adop
Facebook and, if necessary, are taking optimization me
more information on cookies and similar technologies p
Facebook, please visit: https://www.facebook.com/poli
you want to disable cookie storage placed by Facebook
change your browser settings. The data collected by ou
remain anonymous and do not provide any information
identity of the users. Facebook stores and processes the
advertising purposes in accordance with the Facebook D
which we invite you to visit at
(https://www.facebook.com/about/privacy/).

You are required to review the corresponding privacy p

third parties, whose cookies and similar technologies m
advertising identifiers and device identifiers.

These cookies are placed by third parties: Facebook (2

and Google Ads (3 months).
 

You can change your cookie preferences at any time by revisiting the Cookie Notice settings. You
can then adjust the available sliders to ‘On’ or ‘Off’, and save your cookie settings. You may need to
refresh your page for your settings to take effect.

How to manage cookies on your web browser

Alternatively, most web browsers allow some control of most cookies through the browser settings.
To find out more about cookies, including how to see what cookies have been set,
visit www.aboutcookies.org or www.allaboutcookies.org.

Find out how to manage cookies on popular browsers:

 Google Chrome
 Internet Explorer
 Mozilla Firefox
 Safari (Desktop)
 Safari (Mobile)
  Android Browser
 Opera
 Opera Mobile
To find information relating to other browsers, visit the browser developer's website.

To opt out of being tracked by Google Analytics across all websites,

visit http://tools.google.com/dlpage/gaoptout.

Please note that if you choose to refuse cookies you may not be able to use the full functionality of
our Website and any communications you receive from us may be less relevant to you than they
could have been. Disabling a cookie or category of cookie does not delete the cookie from your
browser, you will need to do this yourself from within your browser.
 
 
Please update your personal details
Ensure that you are entering correct information, as this will be used later in
the process for verification and payment processing.

E-Mail
roseannbm

Name
Rose Ann

Country

Philippines (the)

Date of Birth
May 25, 19

I have read and agree with Photomath Contributor Agreement and Privacy Policy

I want to receive special offers and promotions from Photomath to my email

Confirm
Please read the contributor agreement
PHOTOMATH INC.
 
 
CONTRIBUTION AGREEMENT
 
 
 
 

1. BACKGROUND
 
1.1. Photomath Inc. ("Photomath", "our", "us" or "we") is the owner and developer of a globally
recognized mobile application which teaches the students how to approach and solve mathematical
problems (“Photomath App”). Photomath App reads and solves mathematical problems by using
mobile devices camera which scans the mathematical problem and, based on the comprehensive
math content created by Photomath, provides step-by-step explanation and detailed instructions
how to solve the particular mathematical problem.
 
1.2. Photomath wishes to engage more eligible and verified contributors to provide the math
content required for work of Photomath App subject to the terms and conditions set out in this
Contribution Agreement.

2. SCOPE OF THE AGREEMENT

 
2.1. Based on result of Photomath's testing and verification of your mathematical knowledge and
skills and subject to your successful completion of Photomath’s training courses as required by
Photomath from time to time, Photomath wishes to add you to its network of the contributors of the
math content for its platform and to establish a contractual framework pursuant to which Photomath
may engage you for the provision of different content creation services and materials from time to
time for the purpose of further development and improvement of Photomath App.
 
2.2. By accepting these terms and conditions, you (the "Contributor", „your“, „you“) understand that
you are entering into a legally binding agreement with Photomath commencing on the day on which
you indicate acceptance of this Agreement. By accepting terms and conditions of this Agreement,
you represent that you are of the age of 18 or over or at least the age of majority in the state or
country where you reside. You also certify that you are not on any list of restricted persons with
whom it is unlawful for a U.S. company to do business.
 
2.3. Simultaneously with accepting these terms and conditions but before issuance of any Work
Order under this Agreement, you will be also required to register and create an account with
Photomath platform and establish your user name and password with Photomath platform. When
you register with Photomath platform and set up your account, you: (i) agree to provide Photomath
with accurate and complete information; (ii) agree to promptly update your account information with
any new information that may affect the operation of your account; and (iii) authorize Photomath,
directly or through third parties, to make any inquiries Photomath considers necessary or
appropriate to verify your account information or the information you provide to Photomath related
to any transactions you initiate under this Agreement or any Work Order. You will not use false
identities or impersonate any other person or use a username or password that you are not
authorized to use.
 
2.4. These terms and conditions set out the general terms which you agree to comply with in
providing any Services, Content or materials as set out in a Work Order, including without limitation,
to your completion of Photomath’ testing and trainings as set out in the Photomath Policies and
Guidelines . Photomath will issue separate Work Order(s) for the provision of your services or
materials and each such Work Order shall automatically incorporate all of the terms and conditions
of this Agreement.
 

3. DEFINITION AND INTERPRETATION

 
3.1. In this Agreement, except as expressly stated otherwise or where the context otherwise requires,
references to:
 
a) paragraphs, sub-paragraphs, clauses, sub-clauses, exhibits and schedules are to paragraphs, sub-
paragraphs, clauses, sub-clauses, exhibits and schedules to this Agreement;
 
b) the singular shall include the plural and vice versa;
 
c) words denoting one gender shall include all genders;
 
d) any person shall include an individual, firm, company, body corporate, state or agency of state,
local or municipal authority or governmental, trade, industry or regulatory authority, body,
committee or agency or any partnership, trust, association, joint venture (whether or not having
separate legal personality) and all successors of the same;
 
e) any law, statute, regulation, guidelines or code shall mean and include any law, statute, enactment,
order, regulation, instruction, direction, guideline, standard or code of conduct or other similar
instrument in any jurisdiction; and
 
f) any reference to any law, statute, regulation, guideline or code shall be construed as a reference to
the same as it may be from time to time, as amended, modified or re-enacted by any subsequent
law, statute, regulation, guideline or code.
 
3.2. The terms and conditions set out in this Agreement together with the terms of the relevant
Work Order apply to each such Work Order to the exclusion of all other terms that the Contributor
may seek to introduce or incorporate and any that may otherwise be implied by trade practice or
course of dealing.
 
3.3. Each Work Order is a separate agreement between the Parties and each Work Order will be
separately terminable by either Party in accordance with the termination provisions of this
Agreement and the relevant Work Order.
 
3.4. If there is a conflict between these terms and conditions and the terms and conditions of a Work
Order, then the express terms of the relevant Work Order shall prevail to the extent strictly necessary
to resolve such conflict.
 
3.5. The headings contained in this Agreement are for ease of reference only.
 
3.6. In this Agreement the following words and expressions shall have the following meanings unless
the context otherwise requires:
  
(a) "Acts" means the US Copyright Act of 1976, as amended, and all other copyright laws throughout
the world, and any relevant or similar law including without limitation laws regulating patent, designs
and other intellectual property rights.
 
(b) "Agreement" means these terms and conditions.
 
(c) "Agreed Expenses" has the meaning given in Clause 7.3.
 
(d) "Charges" means the charges (based on the Rates) payable to the Contributor in consideration of
the satisfactory provision of the Services, as provided for in Clause 5 and as more particularly
specified in a Work Order.
 
(e) "Commencement Date" means the date of your acceptance of this Agreement.
 
(f) "Completed" means the acceptance of your materials and/or content by Photomath whether via a
confirmation email or through the Photomath''s platform, as the case may be.
 
(g) "Confidential Information" means (i) information relating to the business, service providers,
products, affairs, rates and finances of Photomath; (ii) trade secrets, including, without limitation,
technical data and know-how relating to the business of Photomath or any of its service providers,
shareholders or management; (iii) personal data; and (iv) any other information that should, by its
nature, be treated as confidential, in each case, in whatever form (including, without limitation, in
written, oral, visual or electronic form) and whether or not such information (if in anything other than
oral form) is marked confidential.
 
(h) "Content" means any deliverables, content, posts, uploads, publishes, submits, transmits, audio
and video materials, images or other materials (in whatever form) to be provided, created, made
available or developed, in whole or part, by the Contributor and posted on the Photomath’s platform
pursuant to, and as the same may be particularised in, a Work Order or any other document
exchanged between the parties under this Agreement.
 
 
(i) "Event of Force Majeure" means any event outside the reasonable control of the affected Party,
including, without limitation: (a) war, civil war, rebellion or strife, riots, invasion, act of enemy,
terrorism or threat of terrorism, outbreak of hostilities, whether declared or not; (b) natural disasters,
epidemics, pandemics or acts of God such as earthquakes, tidal waves, storms or floods; (c)
explosions or fires; (d) strikes and labour disputes of all kinds (but not if by any employee of the
affected Party or any contractor or agent of the affected Party); (e) failure of transmission facilities,
satellite failure; or (f) acts of government or other prevailing authorities.
 
(j) "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and
related rights, trademarks, service marks, trade, business and domain names, rights in trade, dress or
get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights
in computer software, database rights, topography rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property rights, in each case
whether registered or unregistered and including all applications for, and renewals or extensions of,
such rights, and all similar or equivalent rights or forms of protection in any part of the world, and all
other similar proprietary rights in any jurisdiction and all applications, renewals, reversions and
extensions in respect of any rights above so far as is or may become possible.
 
(k) "Pre-Existing Materials" means all documents, information, content, software (including without
limitation, Photomath software), company and trade names, designs, logos and all other Intellectual
Property Rights, excluding any rights in the Content, owned or used by Photomath, or licensed to
Photomath from time to time by any third party.
 
(l) "Photomath Policies and Guidelines" means the Privacy and Cookie Notice as amended from time
to time and as more fully set out at Privacy policy, Content Creation Qualities, rules and guidelines
available at Photomath standards, as well as any other policies and procedures as made available to
the Contributor by Photomath from time to time.
 
(m) "Photomath Software" means the Photomath platform, Photomath APP, Tools and any related
software, made available to the Contributor while providing the Services and/or creating Content.
 
(n) "Rates" means the rates applicable to the Services, as specified by Photomath from time to time.
For the avoidance of doubt, applicable Rates specified by Photomath will always represent overall
costs and expenses that Photomath will pay for provision of Content and/or Services.
 
(o) "Services" means those services commissioned by Photomath to be provided by the Contributor
as specified in a relevant Work Order. It is understood between the parties that the Services will
primarily include solving the mathematical problems stated in the relevant Work Order.
 
(p) Term" means the duration of this Agreement, which shall begin on the Commencement Date and
continue until terminated in accordance with Clause 18.
 
(q) “Third Party Payment Processor” means Payoneer or any other payment service provider as may
be nominated from time to time by Photomath enabling Contributor(s) to receive payments of the
Charges from Photomath;
 
(r) “Tools" means such web-based or other tools as may be nominated by Photomath from time to
time in accordance with Clause 6.1.12 (including, without limitation, Photomath platform, Google
Sheets and Slack).
 
(s) "Work Order" means any communication from Photomath (including, without limitation, an
automated communication via Photomath platform) which establishes the nature of the particular
Services required and associated commercial arrangements.
 
  

4. AGREEMENT STRUCTURE
 
4.1. This Agreement governs the overall relationship of the Parties in relation to the Services
provided by the Contributor to Photomath, and sets out:
 
4.1.1. The terms and conditions for your qualification of the Contributor eligible to receive and
execute Work Order set out in the Photomath Policies and Guidelines;
 
4.1.2. the procedure for Photomath to request the provision of Services by the Contributor under a
Work Order; and
 
4.1.3. the terms and conditions applicable to such Services.
 

5. WORK ORDERS
 
5.1. Subject to the Contributor’s successful completion of the testing and trainings as required by
the Photomath Policies and Guidelines, Photomath may, from time to time, provide the Contributor
with a Work Order, however Photomath shall be under no obligation to engage the Contributor with
any Work Order during the term of this Agreement. Work Orders will be mainly created by the Tools
and will be provided to the Contributor via an automated task in the Photomath platform. Subject to
the Contributor’s consent, Photomath may send Work Orders to the Contributor by email or any
other means of communication if and when Contributor and its account are not active for a longer
period of time. Photomath shall also have no obligation as to the quantity of Services or Content, if
any, requested under any Work Order.
 
5.2. The Contributor must accept a Work Order within the timescales (if any) specified in the Work
Order or by Photomath, or where no timescales are specified, within a reasonable timeframe, taking
account of the nature of the Services. If the Contributor fails to provide its acceptance of a Work
Order within these timescales, Photomath reserves the right to reassign the Work Order to another
contributor and Photomath shall have no liability for any costs or expenses incurred by the
Contributor arising from or relating to the Work Order (including, without limitation, the
performance of any Services by the Contributor under the Work Order).
 
5.3. Photomath reserves the right to reassign already accepted Work Order to another contributor in
case that (i) Contributor fails to provide the Services or Content set out in the relevant Work Order
within the agreed or reasonable time frame or (ii) in case that the quality level of the provided
Content and/or Services is not in compliance with the Photomath Policies and Guidelines as per
performed verification process. In case of such reassignment of Work Orders, Photomath shall have
no liability for any costs or expenses incurred by the Contributor arising from or relating to the Work
Order and shall not have the obligation to pay any Charges to the Contributor.
 
5.4. Nothing in this Agreement shall prevent Photomath from contracting with other contributors or
suppliers that may be deemed competitors of the Contributor.
 
5.5. The Parties agree that each Work Order (once accepted by the Contributor in accordance with
Clause 5.2) together with the terms and conditions set out in this Agreement, shall form a separate
contract between Photomath and the Contributor.
 
6. PROVISION OF SERVICES AND/OR CONTENT
 
6.1. In performing Services and/or producing Content, the Contributor will:
 
6.1.1. Comply with the terms of this Agreement, in particular with the terms of Clause 9 regulating
Intellectual Property Rights, any relevant policies, procedures and rules of Photomath, including all of
the Photomath Policies and Guidelines;
 
6.1.2. Perform the Services and produce and deliver any Content in accordance with the terms of this
Agreement, relevant Work Order (including, without limitation, any relevant timescales for delivery),
the Photomath Policies and Guidelines and in accordance with any other supplemental instructions
given by Photomath from time to time;
 
6.1.3. Do all such things as may be reasonably required by Photomath, at the Contributor''s cost, to
procure any licences, permissions, consents or other matters necessary for the full exercise by
Photomath of the rights granted under this Agreement and for the proper fulfilment of each Work
Order, including making any relevant applications or assisting Photomath with such applications;
 
6.1.4. During the Term, allow Photomath and/or other persons authorised by Photomath to examine
and view any Content or any other work being undertaken pursuant to a Work Order;
 
6.1.5. Behave in a professional, lawful and proper manner at all times and perform all Services using
a reasonable standard of care and high level of technical and professional expertise;
 
6.1.6. in the course of performing any Work Order, use an account opened with the Photomath
platform or email address as specified and provided by Photomath, if so agreed and/or required;
 
6.1.7. make all such amendments and revisions to the Content as may reasonably be required by
Photomath at no additional cost to Photomath until Photomath confirms the relevant Content has
been Completed (timely completion of the Services, delivery of the Content, and the quality of the
Content are all of the essence; Contributor bears all risk of loss or damage to the Content until
Photomath has accepted delivery);
 
6.1.8. In the course of performing any Work Order, complete and submit time sheets to Photomath,
if so required;
 
6.1.9. If requested by Photomath, communicate with other contributor, or provide feedback (to
Photomath or to the relevant Contributor, as directed by Photomath) in respect of the work of other
contributors (in each case, at no additional cost to Photomath);
 
6.1.10. Devote such time, attention and ability to each Work Order as is required to ensure the
delivery of the Services and Content in accordance with this Agreement and the relevant Work Order;
 
6.1.11. In the case of visual, audio visual, or audio content, provide, at the point of Completion, at no
additional cost to Photomath, all original project and source files produced in the course of
performing any Work Order;
 
6.1.12. Use in the provision of the Services such Tools as Photomath may specify from time to time;
 
6.1.13. Be solely responsible for procuring and maintaining suitable network connections and
telecommunications links from its systems to any Tools that Photomath requires Contributor to use
in the provision of Services;
 
6.1.14. Be solely responsible for any problem, delay, loss, damage, delivery failure or failure by the
Contributor to perform the Services, arising from or relating to the Contributor''s network
connections or telecommunications links or caused by the internet;
 
6.1.15. Contributor’s username, password and corresponding account information. Contributor is
not entitled to disclose its password to any third party; and
 
6.1.16. Respond in a timely manner (or, where a communication is urgent, within such timeframe as
Photomath may specify) to all communications from Photomath including, without limitation,
requests for status updates or other information relating to the Services.
 
6.2. Unless otherwise expressly agreed with Photomath, the Contributor agrees and understands that
any Content produced under a Work Order shall be anonymised and shall not include any reference
to the Contributor unless specifically required so under the applicable Law.
 
6.3. If any Content produced under a Work Order is, in Photomath''s sole discretion, not fit for
purpose or does not otherwise meet Photomath''s requirements (including, without limitation, any
relevant timescales for delivery, or other requirements outlined in Clause 6.1), Photomath may reject
the Content and/or cancel the Work Order and Photomath shall not be liable for any associated
Charges. For the avoidance of doubt, Photomath reserves the right to reject the Contributor’s
performance and refuse payment of the Charges where the Content is delivered, or any other
Services are performed, after the agreed delivery date, or if the Contributor is otherwise in breach of
any other requirement set out in Clause 6.1. under this Agreement as well as to close the
Contributor’s account opened with Photomath platform in case that, according to the Photomath
reasonable judgment, Contributor’s access to and actions undertaken on the Photomath’s platform
are degrading its performance and are representing a threat to its security and/or stability.
 
6.4. Without prejudice to Photomath''s termination rights under Clause 6.3 (and elsewhere in this
Agreement), Photomath reserves the right to cancel any Work Order, or the Agreement (including
all Work Orders), at any time without cause and with immediate effect on written notice to the
Contributor. In particular, Photomath will be entitled to terminate this Agreement, any Work Order
issued. If Photomath cancels any or all Work Orders pursuant to this Clause 6.4 and the Contributor
has incurred any costs, solely in relation to performing the cancelled Work Order(s), the Contributor
shall be entitled to submit a request for payment of the costs incurred in respect of the relevant
Work Order(s) and Photomath shall consider that request in good faith and reasonably. Following
Photomath''s consideration, Photomath will make a payment to the Contributor in such amount as
Photomath considers reasonable in the circumstances (in Photomath''s sole discretion) on an ex
gratia basis.
 
6.5. Contributor hereby waives any right to enjoin or interfere with the production, distribution or
exploitation of any Content. Photomath shall have no obligation to actually use any of the Content or
exercise any of the rights granted herein.
 
 
7. RATES, CHARGES AND EXPENSES
 
 
7.1. For each successfully Completed Work Order, Photomath will pay Charges to the Contributor as
set out in the Work Orders. Charges for successfully completed tasks listed in the Work Order will be
either manually or automatically generated by the Photomath platform in the process of creation of
relevant Work Order. Photomath may reduce or increase the applicable Charges depending on
market conditions, supply-and-demand conditions and the quality of the Content and the
Contributor’s ability to keep up with the agreed time constraints set out in the relevant Work Order.
Photomath may, at its own discretion, tailor a special bonus and malus schemes based on the quality
and quantity of the Content created by the Contributor.
 
7.2. Photomath may at any time deduct from the Charges any sums that the Contributor owes to
Photomath. Photomath may also deduct from the Charges an appropriate amount where there is any
overpayment of any kind or where Photomath has to pay any fines or other penalties or
unauthorised expenses and/or non-receipted expenses in respect of the Content or in respect of any
Work Order.
 
7.3. Photomath shall only reimburse the Contributor for expenses that have been agreed by
Photomath and recorded in the relevant Work Order ("Agreed Expenses").
 
7.4. Unless otherwise provided for in the relevant Work Order, Photomath shall pay all Charges for
the Content verified as Completed on a monthly basis, by the 15th day of the month following the
month in which the Content is confirmed by Photomath as Completed. Payment of the Charges
and/or Additional Expenses not exceeding the amount of 50 USD will not be executed and will be
postponed until Contributor delivers the Content having the value of more than 50 USD. Photomath
may shorten the terms of payment from monthly to two-weeks or weekly term of payment anytime
during the Term of this Agreement and without any special notification to the Contributor. Payment
will be made in the following manner:
  
7.4.1. In order to receive payment from Photomath, Contributor will be required to create an
account with Third Party Payment Processor.
 
7.4.2. Payments will be remitted to Contributor via the account it creates with Third Party Payment
Processor as per agreed terms of payment set out in this Clause 7.5.
 
7.4.3. All payments will be effectuated in US dollars a and Photomath will not be liable for any
statutory or legal obstacles to which Contributor will be subject by reason of its receipt of payments
in USD. For the avoidance of doubt, the platform of the Third Party Payment Processors might
provide multiple-currency payments, in particular for the contributors - residents of the countries
with a rigid foreign currency legal framework. In such a case, the Third Party Payment Processor will
effectuate payments in the other currencies by using its own exchange rates for USD.
 
7.4.4. Contributor is solely responsible for ensuring that it will be able to transfer money from the
Third Party Payment Processor to the account of his choice as well as for providing the Photomath
and Third Party Payment Processor with any forms and/or documents required by the state of its
residence for receiving the payments for the Services and/or Content (such as IRS Form W-9 with
complete and accurate information in the United States). Because state and local tax laws vary
significantly by locality, Contributor understands and agrees that it is solely responsible for
determining its own tax reporting requirements in consultation with tax advisors;
 
7.4.5. Photomath is not required to pay any Charges to the Contributor who falsely identified itself
or falsely represented its domicile while his state of residence is on the list of the countries which
cannot conduct any business with USA.
 
7.5. Photomath shall not be liable for any other payments except for the Charges payable by
Photomath to the Contributor as set out in the relevant Work Order and Agreed Expenses, if any,
including without limitation any banking commission, currency conversions and risk of the floating
exchange rates, transaction costs or charges.
 
7.6. Unless otherwise specified in a Work Order the Charges set out in each Work Order constitute
fixed and final Charges for each of the Services and/or items of Content identified in that Work Order
and are not estimates (potential bonus and malus schemes are not taken into consideration). For the
avoidance of doubt, in the process of the creation and acceptance of the Work Order, the
Contributor is permitted to fully or partially skip the offered scope of Services in case that it finds the
scope of Services or offered Rates unacceptable. However, once the Work Order is duly created and
accepted by the Contributor in accordance with this Agreement, the Charges could not be subject of
further change.
 

7.7. In order to receive payment from Photomath, Contributor will be required to create an account
with Third Party Payment Processor designated by Photomath. Payments will be remitted to
Contributor via the account he creates with such Third Party Payment Processor within the terms set
out in this Clause.
  
 
8. TAXES
 
 
8.1. Contributor shall not be deemed an employee of Photomath for any state or federal law
purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the
Social Security Act, any applicable state worker’s compensation act or unemployment insurance act,
the provisions of the Internal Revenue Code, applicable state and local revenue and taxation laws
and employment or labor laws.  Contributor shall not be entitled to benefits under, or otherwise to
participate in, any Photomath retirement, health insurance or other fringe or employee benefit plan
sponsored by Photomath for the benefit of its employees.
 
8.2. Except as otherwise required by applicable law, rule or regulation, Contributor shall be
responsible for satisfying any and all tax-related and other information reporting, withholding,
collection, remittance and payment obligations applicable to any compensation received from
Photomath for the Services. Contributor fully understands that with respect to its own employees
and/or contractors, it shall maintain records and be solely responsible for making any necessary
reports and payments to the proper governmental bodies as required by law and for maintaining any
necessary insurances (i.e., workers compensation, unemployment and disability). Contributor agrees
to defend, indemnify and hold Photomath harmless from any and all claims, damages, liability,
attorneys'' fees and expenses on account of any claims by an individual or entity on account of an
alleged failure of Contributor to satisfy any such tax or withholding obligations or otherwise arising
from Contributor’s breach of this Section 8.2.
 
8.3. The Contributor shall inform Photomath as well as Third Party Payment Processor of its bank
account, tax reference number, identification number and any other equivalent and any other
relevant details on receiving such a request by Photomath.
 
8.4. In addition to the above Paragraph, Contributor hereby acknowledges and agrees that any
Charges and/or Agreed Expenses payable under this Agreement could be subject to withholding tax
or any other taxes that are payable in the US in the name of Contributor. In such a case, Third Party
Payment Processor will be authorized to deduct and pay such taxes from the amount of Charges
and/or Agreed Expenses (as the case may be) while the remaining amount of Charges and/or Agreed
Expenses will be transferred to the Contributor’s account opened with the Third Party Payment
Processor. Contributor hereby confirms that it will fully cooperate with the Third Party Payment
Processor in order to be fully complaint with the withholding tax processes and procedures,
including without limitation, remitting such taxes to appropriate authority and assisting the Third
Party Payment Processor with necessary documentation to claim the tax credit and the like.

9. INTELECTUALL PROPERTY RIGHTS

 
9.1. To the extent permitted by the applicable laws, the Contributor agrees that the Content and any
other material provided to Photomath under any Work Order are “works made for hire” as that
phrase is defined in Act. To the extent any Intellectual Property Rights to such Content or other
material provided to Photomath would otherwise vest in Contributor, Contributor hereby irrevocably
assigns to Photomath all right, title, and interest in and to such Intellectual Property Rights. Title to
all Content and any other material provided to Photomath, shall vest irrevocably and unconditionally
to Photomath on creation, including all Intellectual Property Rights (whether now or hereafter known
or created and whether vested or contingent) in and to the Content and any other material provided
to Photomath under any Work Order. If and to the extent that the Content and any other material
provided to Photomath may be deemed not to be a “work made for hire”, Contributor hereby
assigns and transfers to Photomath in perpetuity all of Contributor’s right, title and interest therein,
including Intellectual Property Rights throughout the world, and Photomath shall have all other
rights as specified above. Without limiting the generality of the foregoing, the Contributor hereby
grants to Photomath non-revocable, perpetual, worldwide, non-exclusive, transferable, royalty-free
license, with the right to sublicense to other users of the Content to use, view, copy, adapt, modify,
distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and
otherwise exploit the Intellectual Property Rights in and to the Content and other materials provided
by the Contributor in any manner permitted by the applicable laws, including without limitation, to
manipulate with, copy, store, display, distribute, modify, adapt, cut, delete or change in any
manner, in whole or in part, as Photomath may deem fit. The Contributor unconditionally grants to
Photomath an irrevocable and perpetual right to all such consents as are or may be required for the
exploitation of the Content in any way Photomath sees fit.
 
9.2. The Contributor warrants that all Content and any other material provided to Photomath
pursuant to Clause 9.1 are free of third party rights, claims and encumbrances and, without prejudice
to the foregoing, are made with full title guarantee. The Contributor will indemnify Photomath
against any damages that might arise upon use of the Content as a result of third party Intellectual
Property Rights Infringement. Photomath will immediately inform Contributor in writing in the event
of any potential liability, claim or actions initiated in relation to any third party Intellectual Property
Rights infringement with respect to the Content which is the subject-matter hereof. In such case,
Contributor will undertake, at its own expense, all necessary actions to relieve Photomath from any
liability. Contributor undertakes that, in case of court or out-of-the-court settlement or dispute, all
necessary actions to fully indemnify a third party against all costs incurred thereby and to indemnify
Photomath against all damages and expenses in case Photomath is obliged to indemnify third
parties against damages due to infringement of their rights in relation to use of Content. If
Photomath is prevented, due to third party claims, from using the Content, the Contributor shall (i)
modify or alter the Content in the manner that it no longer infringes third party Intellectual Property
Rights, but complies with the usage terms prescribed hereunder, or (ii) obtain for Photomath third
party right, use the Content in the manner set out herein.
 
9.3. To the extent permitted by any applicable law, the Contributor irrevocably and unconditionally
waives any moral rights and any similar rights in the Content and any other material provided to
Photomath. If such waiver is not enforceable under any applicable law, the Contributor hereby states
and warrants that it will refrain from any action against Photomath for the purpose of enforcement
of the moral rights. In particular, the Contributor will not claim to be designated as the holder of the
Intellectual Property Rights under any Content or material provided to Photomath under this
Agreement or any Work Order.
 
9.4. The Contributor shall, at its own expense, do all things as Photomath may determine desirable
to complete the assignment to Photomath of the Intellectual Property Rights and all other rights as
set out in this Clause 9.
 
9.5. The Contributor hereby indemnifies and holds harmless Photomath, its employees, directors
against any claims, actions, proceedings, losses, damages, expenses and costs (including, without
limitation, court costs and legal fees) arising out of or in connection with any third party claim that
Photomath''s access or use of the Content or any other material provided to Photomath by
Contributor infringes a third party''s intellectual property rights.
 
9.6. Contributor agrees that Contributor will not use, nor will you authorize or permit any third party
to use, the Content or any of its components (or any other content or materials that are substantially
similar to the Content) for any purpose whatsoever, at any time during or after the termination of
this Agreement, except with Photomath’s prior written approval in each instance.
 
9.7. Contributor agrees that Contributor will not use, nor will Contributor authorize or permit any
third party to use, the trademark(s), name(s), logo(s) or other proprietary materials of Photomath
without the prior written approval of Photomath in each instance.
 
9.8. Photomath is under no obligation to identify Contributor as creator of the Content or give credit
in any context.
 
9.9. The provisions of this Clause 9 shall survive the expiration or termination of this Agreement.
 
10. WARRANTIES AND UNDERTAKINGS
 
10.1. The Contributor represents, warrants, and undertakes to Photomath that:
 
10.1.1. the Contributor possesses the full power, authority and shall have the right to: a) enter into
and perform this Agreement and any associated Work Order; and b) assign and grant the Intellectual
Property Rights and any rights expressed to be assigned and/or granted under this Agreement as
provided for in Clause 9 above;
 
10.1.2. The Contributor will personally take a Photomath trainings required for it to enter into this
Agreement and that it will not cheat during the Photomath testing process and verification of its
capacities to become the math content creator as required under this Agreement as well as under
the Photomath Policies and Guidelines;
 
10.1.3. the Contributor is or will be the sole author of all Content (except insofar as the same
comprise material provided by Photomath) and the sole provider of the Services and that the
Content and Services: a) are wholly original; b) do not breach any statutory or other legal provision
or regulation; and c) do not breach or infringe the Intellectual Property Rights of any third party,
 
10.1.4. the Content and Services shall be fit for Photomath's purpose and conform to Photomath’s
specification as set out in any relevant Work Order, the Photomath Policies and Guidelines or in
accordance with any other additional specification notified to the Contributor by Photomath;
  
10.1.5. Contributor will not disassemble, make bots (or other automatic Tools that use the
Photomath platform), hack, do penetration testing or use the Photomath platform for any other way
than the one provided (to create and review Content), and
 
10.1.6. Contributor will not use of bots or other automation tools to access Photomath Portal or to
generate Content automatically or to engage itself in any other fraudalent behaviour while using the
Tools, creating Content, using the Third Party Payment Processor platform.
 
 
11. USE OF THE PRE-EXISTING MATERIALS.
 
11.1. If the Contributor wishes to use any Pre-Existing Materials in the context of any Work Order,
the Contributor will have to obtain from Photomath’s approval in writing in advance for such a use. If
necessary, Photomath will provide the Contributor necessary instructions as how to use Pre-Existing
Materials.
 
11.2. The Contributor acknowledges and agrees that:

11.2.1. The Pre-Existing Materials are the exclusive property of Photomath (or its associated
companies, and/or licensors);
 
11.2.2. The Contributor has not acquired and/or shall not acquire any interest, licence or Intellectual
Property Right in the Pre-Existing Materials in the course of this Agreement; and
 
11.2.3. the Contributor shall not use the Pre-Existing Materials for any other purpose apart from in
the course of performing the relevant Work Order, unless expressly authorised by Photomath in
writing.
 
12. INDEMNITY
 
The Contributor hereby indemnifies and will hold harmless Photomath, its employees and
officers from and against any and all costs, claims, damages, fees, losses, liabilities,
demands, and expenses (including reasonable legal expenses) arising as a result of the
negligence, breach of statutory duty, or alleged and actual breaches of this Agreement or
any Work Order (including, without limitation, any additional costs or expenses incurred by
Photomath resulting of or in connection with any failure by the Contributor to comply with
the provisions of Clause 6.1 or in case of breach of the Representation and Warranties
arising from the breach of Clause 10.
 
13. LIMITATION OF LIABILITY
 
13.1. This Clause 13 sets out the entire financial liability of Photomath (including any liability for the
acts or omissions of its employees, agents and sub-contractors):

13.1.1. arising under or in connection with this Agreement and any Work Order;
 
13.1.2. in respect of any use of any information, materials or Pre-Existing Materials by the
Contributor in the course of this Agreement and any Work Order; and
 
13.1.3. in respect of any representation, statement or tortious act or omission (including negligence)
arising under or in connection with this Agreement and any Work Order.
 
13.2. Photomath shall not be liable whether in tort (including for negligence or breach of statutory
duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business,
depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure
economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses
however arising under this Agreement.
 
13.3. 
Subject to Clause 13.4, Photomath''s total aggregate liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with any
Work Order shall be limited to the total Charges paid in respect of that Work Order during the thirty
(30) days immediately preceding the date on which the relevant cause of action arose or, in the event
of no Charges being paid by Photomath in the said preceding thirty (30) days, the total a sum of USD
500.
 
13.4. 
Photomath''s total aggregate liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement and all
Work Orders shall in no circumstance exceed the total a sum of USD 1.000,00.
 
 
14. CONFIDENTIALITY
 
14.1. The Contributor shall maintain all Confidential Information received from Photomath whether
orally or in writing, in confidence and shall not disclose the same to any third party nor use for any
purpose, other than the proper fulfilment of its obligations under this Agreement and/or any Work
Order. The Contributor shall not disclose or otherwise make available such Confidential Information
to any third party for the term of this Agreement and for a period of no less than three (3) years
following the later of the termination of this Agreement or the termination of the last effective Work
Order.
 
14.2. The Contributor shall (without limiting Photomath''s rights under this Agreement or at law)
promptly notify Photomath of any unauthorised access, or attempted access, to Photomath''s
Confidential Information by any third party of which it becomes aware.
14.3. Contributor hereby acknowledges that Photomath has informed Contributor, in accordance
with 18 U.S.C. § 1833(b), that Contributor may not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of a trade secret where the disclosure (a) is made (1) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or
(b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create
liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
 
15. DATA PROTECTION
 
15.1. Photomath shall use the Contributor's personal data in accordance with Photomath's Policy
and Guidelines available at https://portal.photomath.net/privacypolicy. The Contributor hereby
consents to the use of such personal data as described in the relevant policy including the transfer of
such personal data and agree that all personal data provided to Photomath is accurate and up to
date.
 
16. PUBLICITY
 
16.1. In the course of performing any Work Order, the Contributor shall not:
 
16.1.1. include or reproduce the Content prepared in connection with the relevant Work Order in the
Contributor''s portfolio, CV or any other place that the Contributor advertises or demonstrates any
work; and/or
 
16.1.2. reference any Pre-Existing Materials or Photomath Intellectual Property Rights without
Photomath''s prior written consent;
 
16.2. Subject to Clause 6.2, in relation to performing any Work Order, or in the course of this
Agreement the Contributor may:
 
16.2.1. for the purposes of providing Services only, refer to Content produced under this Agreement
via a hyperlink or URL that links to the published Content; and
 
16.2.2. without prejudice to Clause 16.1, state on the Contributor''s CV or general social media or
networking profile that the Contributor has produced content for Photomath.
 
16.3. The Contributor shall not make any statements to the press or any media service, including any
form of social media, or distribute or circulate any written release, promotional literature, news story,
advertising, publicity or communications of any kind to any other party regarding Work Order, any
Confidential Information or this Agreement without Photomath’s prior written approval.
 
 
 17. FORCE MAJEOURE
 
17.1. Neither Party shall be liable for any delay or non-performance in performing any of its
obligations under this Agreement and or any Work Order, to the extent that such delay or non-
performance is caused by an Event of Force Majeure. A Party affected by an Event of Force Majeure
shall immediately inform the other Party in writing of the facts and circumstances of such Event of
Force Majeure.
 
17.2. If this Agreement cannot be enforced or a Work Order performed due to an Event of Force
Majeure for a continuous period of at least five (5) days, Photomath may be entitled to terminate this
Agreement immediately by notice in writing to the Contributor.
 
17.3. Photomath shall be entitled to engage any third party for the performance of any Work Order
during any period in which the Contributor is affected by an Event of Force Majeure. In such an event
the Contributor shall immediately supply all Content or parts of the Content already produced or
procured in connection with the affected Work Order to Photomath and consents to Photomath
delivering the same to a third party and Photomath reserves the right to make an appropriate
reduction of the Charges.
 
18. TERMINATION
 
18.1. If either Party is in material breach of any of the terms of this Agreement and, in the case of a
breach capable of remedy, fails to remedy such breach within three (3) days of receipt of written
notice from the other Party giving full particulars of the breach and of the steps required to remedy
it, the other Party, may at its option and without prejudice to its other rights and remedies, terminate
this Agreement immediately by giving notice to the Party in default.
 
18.2. Photomath may terminate this Agreement immediately by notice in writing in the event that:
 
18.2.1. Contributor fails to successfully pass the testing of its skills and knowledge as set out in the
Photomath Policies and Guidelines and fails to complete required trainings within the reasonable
period of time after the execution of this Agreement;
 
18.2.2. the Contributor is unable to perform any Work Order by the completion date specified by
Photomath;
 
18.2.3. in Photomath''s sole discretion, the Content produced under a Work Order is deemed
materially different, unusable or falls below the standards reasonably expected of the Contributor,
furthermore Photomath shall not be liable for paying any Charges and Clause 20.1.5 shall apply;
 
18.2.4. the Contributor enters into any composition or arrangement with any creditors or anything
similar or relevant in any other jurisdiction;
 
18.2.5. a bankruptcy order is made against the Contributor or anything similar or relevant in any
other jurisdiction;
 
18.2.6. the Contributor''s acts, conduct or performance, as determined by Photomath in its sole
discretion, adversely affect the interests or reputation of Photomath; and
 
18.2.7. itself in any type of fraudulent activities/behaviour while using any of the Tools, creating
Content or using any third party platforms including but not limited to platform of a Third Party
Payment Processor.
 
18.3. If Photomath terminates the Agreement in accordance with Clause 18.1 or 18.2, all Work
Orders shall immediately terminate and Photomath shall not be liable for any of the relevant Charges
therein.
 
19. TERMINATION
 
19.1. On termination of this Agreement and where relevant each Work Order for any reason:
 
19.1.1. such rights of action that have accrued prior to termination of this Agreement and/or Work
Order and any obligations or assignments which are expressly or by implication intended to come
into or continue on or after such expiration or termination shall continue in full force and effect;
 
19.1.2. the representations, warranties, indemnities and confidentiality obligations, shall survive;
 
19.1.3. the Contributor agrees that it shall comply with Photomath’s reasonable instructions
concerning the return to Photomath of all property in whatever form (tangible or intangible),
including, without limitation, the Content, Pre-Existing Materials, Confidential Information and all
documents, drawings, records, correspondence or other papers or materials which may be in the
possession or control of the Contributor and relate in any way to the business or affairs of
Photomath and the Contributor shall not retain any copies of any materials or information listed in
this Clause 19.1.3;
 
19.1.4. the Contributor shall not at any time after termination, represent himself as engaged by
Photomath in any capacity;
 
19.1.5. if Photomath has paid the Contributor any Charges in advance of a Work Order being
Completed, the Contributor shall promptly provide Photomath with reimbursement on a pro rata
basis for the unfulfilled element of work, subject to Photomath''s final discretion; and
 
19.1.6. the Contributor agrees that Photomath may deduct from the Charges any sums owed
pursuant to this Agreement as well as any cash floats, petty cash or other sums in the possession of
the Contributor that have not been repaid to Photomath.
 
 21. NOTICES
 
20.1. All notices which are required to be given under this Agreement shall be in writing and shall be
sent to the address of the recipient Party set out in this Agreement or such other address as the
recipient Party may designate by notice given in accordance with the provisions of this Clause. Any
such notice may be delivered:
 
20.1.1. personally;
20.1.2. via email, as per the email address specified in the Work Order;
20.1.3. by first class pre-paid letter; or
20.1.4. via Tools provided and made available to the Contributor by Photomath.
 
20.2. Such notices shall be deemed to have been served if by:
 
20.2.1. hand when delivered;
20.2.2. email when correctly sent;
20.2.3. first class post forty-eight (48) hours after posting; and
20.2.4. Tools transmission when correctly despatched.
 
21. INDEPENDENT CONTRACTOR
 
21.1. The Contributor acknowledges and agrees that any business activity carried out under this
Agreement and/or any Work Order is carried out by the Contributor as an independent contractor
and not an employee of Photomath, and at a location that Contributor deems appropriate, using
Contributor’s own equipment, tools, and other materials.
 
21.2. The Contributor agrees to work such hours as may be reasonably required for satisfactory
fulfilment of all Work Orders under this Agreement.
 
21.3. The Contributor agrees, understands and acknowledges that:
 
21.3.1. the Contributor is not entitled to the benefit of any employment contract rights granted to
employees of Photomath nor to participate in any of Photomath’s employee disciplinary or grievance
procedures;
 
21.3.2. the Contributor is not eligible to be a member of any Photomath pension scheme or to
receive entitlement to any of the benefits of employment provided by Photomath such as sick pay
and shall not be eligible for statutory sick pay; and
 
21.3.3. any form of termination or expiry of this Agreement and/or Work Order cannot constitute
unfair dismissal or breach of contract by Photomath and the Contributor shall not be entitled to any
payment of any compensation, redundancy payment or other payments by Photomath in the event
of such occurrence.
 
22. ASSIGNMENT
 
22.1. Contributor has been selected by Photomath based on his/her skills and knowledge in the field
of mathematics and has undergone all training and testing processes implemented by Photomath.
Therefore, the Contributor is not entitled to assign, charge, transfer, novate or sub-contract any
rights or obligations in whole or in part under this Agreement to any third party without prior written
consent of Photomath.
 
22.2. Photomath may at any time assign, transfer, charge, sub-contract or deal in any manner any of
its rights and obligations under this Agreement and/or any Work Order without the consent of the
Contributor.
 
23. ALTERATION
 
23.1. Photomath may vary the terms of this Agreement or any Work Order by providing notice to
the Contributor via tools that have been made available to the Contributor while performing under
this Agreement. If the Contributor does not accept such variations within three (3) days of receipt of
notice by Photomath, this Agreement as well as any Work Order generated and accepted under this
Agreement will be considered automatically terminated.
 
24. WAIVER
 
24.1. No waiver of any breach of or default under any provision of this Agreement and/or Work
Order shall be effective unless recorded in writing and any such waiver shall not be deemed a waiver
of any subsequent breach or default of such provision. The failure or delay of Photomath to exercise
or enforce any right under this Agreement, and/or the waiver of any provision or of any breach of
this Agreement, shall not be deemed to be a waiver of that right nor shall it constitute a waiver of
any other provision or other or further breaches, nor shall it operate to bar the exercise or
enforcement of it at any time or times thereafter.
 
 
25. ENTIRE AGREEMENT
 
25.1. This Agreement constitutes the entire agreement between the Parties in relation to its subject
matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral
warranties, collateral contracts, statements, assurances, representations and undertakings of any
nature made by or on behalf of the Parties, whether oral or written, in relation to that subject matter.
 
25.2. Each Party acknowledges that in entering into this Agreement it has not relied upon any oral or
written statements, collateral or other warranties, assurances, representations or undertakings which
were made by or on behalf of the other Party in relation to the subject matter of this Agreement at
any time before its signature other than those which are set out in this Agreement.
 
25.3. Each Party hereby waives all rights and remedies which might otherwise be available to it in
relation to such Pre-Contractual Statements.
 
25.4. Nothing in this Clause 25 shall exclude or restrict the liability of either Party arising out of its
pre-contract fraudulent misrepresentation or fraudulent concealment.
 
25.5. This Agreement has been entered upon Contributor’s acceptance of these terms and
conditions on the date stated by you in the acceptance declaration.
 
26. ENFORCEABILITY
 
Each provision of this Agreement shall be construed separately and notwithstanding that
the whole or any part of any such provision may prove to be illegal or unenforceable the
other provisions of this Agreement and the remainder of the provision in question shall
continue in full force and effect.
 
27. ELECTRONIC SIGNATURES
 
27.1. Electronic signatures shall be deemed original signatures.
 
28. DISPUTES
 
This Agreement shall be primarily governed by the laws of the State of California  This
Agreement shall be primarily governed by the laws of the State of California If any
controversy or claim arising out of or relating to this Agreement, or the breach of any term
hereof, cannot be settled through direct discussions, the parties agree to endeavor to first
settle the controversy or claim by mediation conducted in the County of San Francisco and
administered by the Judicial Arbitration and Mediation Services, Inc. (JAMS) under its
applicable rules, before commencing any proceedings permitted under this Section. If a
controversy or claim is not otherwise resolved through direct discussions or mediation, it
shall be resolved by binding arbitration conducted in the County of San Francisco, and
administered by JAMS in accordance with the Streamlined Arbitration Rules and Procedures
of JAMS or subsequent versions thereof (the “JAMS Rules”), except that the arbitrator shall be
an experienced arbitrator licensed to practice law in California. The Arbitrator shall apply
substantive federal or California law as appropriate to the claim(s) asserted, and may award
any type of relief that would be available to Contributor or Photomath in court. The
arbitration panel shall consist of three members, one of whom shall be selected by
Contributor, one of whom shall be selected by Photomath, and the third of whom shall be
selected by the other two members. The arbitrators shall be empowered to award actual
money damages. Judgment on the award may be entered in any court having jurisdiction.
Notwithstanding the above requirements, if a party files suit in court or files arbitration
before first seeking to mediate, in direct violation of this Section, the other party does not
 have to request mediation to enforce the right to compel arbitration as required under this
Section.
Type your signature:
Rose Ann B. M

https://portal.photomath.net/invite/4RPBQL

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