Last updated: 20 July 2022

This LINGUIST INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is effective as of the date of acceptance of the project assignment (as defined below) (the “Effective Date”) and is by and between Lilt, Inc., a Delaware corporation ("Lilt") and the individual linguist assigned to the Project Assignment ("Linguist" or “you”). This Agreement is incorporated into and governs each applicable Project Assignment accepted by the Linguist. BY ACCEPTING A PROJECT ASSIGNMENT FOR SERVICES, YOU HEREBY ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT A PROJECT ASSIGNMENT. 

1.                 Engagement of Services.  Lilt may issue project assignment(s) to Linguist, outlining the project details, deliverables, fees, error rates, deadlines and any other project related information ("Project Assignment").Subject to the terms of this Agreement, Linguist will render the services set forth in Project Assignment(s) (the "Services"). Except as otherwise provided in the applicable Project Assignment and this Agreement, Linguist will have exclusive control over the manner and means of performing the Services. The obligations of Lilt under this Agreement are subject to and conditioned upon: (i) the full execution of this Agreement; and (ii) a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) for an Linguist who is a non-US resident, or a completed Form W-9 (Request for Taxpayer Identification Number and Certification) for an Linguist who is a U.S. resident, together with any original documents required by such form(s).

2.                Compensation and Payment.

2.1.      Fees and Expenses. Lilt will pay Linguist the fee set forth in each Project Assignment for Services rendered pursuant to this Agreement as Linguist's sole compensation for such Services. Fees will be paid in U.S. Dollars. Linguist will only be paid for the hours that are performed and specified in the Project Assignment for Services or agreed upon by the parties through the Platform (as defined below). Linguist will be reimbursed only for expenses that are expressly provided for in a Project Assignment and that have been approved in advance in writing by Lilt, provided that Linguist has furnished such supporting documentation as Lilt may reasonably request. Lilt will not be responsible for any expenses related to Linguist’s business. Upon termination of this Agreement for any reason, Linguist will be paid fees for Services which have been completed and accepted by Lilt under the applicable Project Assignment(s).

2.2.      Accurate Information. Linguist is responsible for providing full, accurate and truthful information in order for Lilt to make proper payment. This includes any of the payment or tax forms, as required by Lilt or any local government, including W-8BEN or W9. Further, Linguist must provide full, accurate and truthful information with respect to the Linguist’s account in any digital payment system used by Lilt to facilitate payment. Aliases, incomplete or inaccurate names or accounts under third party names or entities will not be accepted. Failure to comply with this Section 2.2 may result in delay or blocked payment to Linguist. 

2.3. Calculation of Payment. Lilt uses a digital payment system to record the number of hours worked for each applicable assignment. Lilt shall have the right to withhold payments to Linguist, in whole or in part, to the extent Linguist fails to perform its obligations set forth in an applicable Project Assignment or this Agreement, including accuracy, timing, or quality standards. Further, Lilt shall have the right to withhold payments to Linguist in the event Linguist does not provide information as required under Section 2.2 above.

2.4 Additional Terms. Additional terms regarding the payment process and policies, FAQs, setting up the digital payment system, invoicing, roles and responsibilities, performance metrics, and other terms may be found at Liltlancer Benefits and Policies or Lilt’s then current community platform (“Additional Terms”), which his hereby incorporated into and governed by this Agreement. Lilt may update such Additional Terms at any time due to operational changes and/or changes to applicable laws, regulations or statutes. Failure to adhere to the Additional Terms may result in termination of the Project Assignment and/or this Agreement.

3.         Ownership of Work Product. Linguist hereby irrevocably assigns to Lilt all right, title and interest worldwide in all deliverables specified in a Project Assignment ("Deliverables"), and to any artwork, content, translations, other copyrightable works, and any other work product created, conceived or developed by Linguist (whether alone or jointly with others) for Lilt during the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (together with the Deliverables the "Work Product").Linguist retains no rights to use the Work Product and agrees not to challenge the validity of Lilt's ownership of the Work Product. Linguist agrees to execute, at Lilt's request and expense, all documents and other instruments necessary or desirable to confirm such assignment, and hereby irrevocably appoints Lilt as Linguist's attorney-in-fact for the purpose of executing such documents on Linguist's behalf. Linguist will deliver any Deliverables in accordance with the applicable Project Assignment and disclose promptly in writing to Company all other Work Product.

4.                Lilt Platform.

4.1.      Unless otherwise set forth in a Project Assignment, Linguist will perform the Services and provide the Work Product within Lilt’s artificial intelligence tool and online, hosted service platform (the “Platform”) and will not use any third-party application(s) for the purpose of work performed hereunder. Lilt hereby grants Linguist the right to access and use the Platform for the sole purpose of providing the Deliverables to Lilt. Linguist may not use the Platform to provide services, including translation services, to any third parties.

4.2.       Linguist agrees that it will not and will not allow third parties to directly or indirectly: (i) harass, threaten, impersonate or intimidate anyone; (ii) upload, post, email, transmit or otherwise provide any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or makes unauthorized disclosure of confidential or proprietary information or trade secrets to the Platform; (iii) infringe, violate or misappropriate the intellectual property, publicity, privacy or other rights of any third party; (iv) violate any applicable law, rule or regulation; (v) interfere with or damage the Platform, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (vi) bypass Lilt’s robot exclusion headers, interfere with the working of the Platform, or impose an unreasonable or disproportionately large load on Lilt’s infrastructure; (vii) modify, translate, copy or create derivative works based on the Platform, (viii) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party, (x) remove or obscure any copyright, trademark or other proprietary notices, legends or Lilt-branding contained in or on the Platform, or (xi) use or access the Platform to build or support and/or assist a third party in building or supporting products or services competitive to the Platform.

4.3.       As it operates the Platform, Lilt collects data pertaining to the performance of the Platform and measures of the operation of the Platform (“Usage Data”). Notwithstanding anything else to the contrary herein, provided that no personal identifying information of Linguist is disclosed to any third party, the parties agree that Lilt is free to use the Usage Data in any manner.  Excluding any personal identifying information of Linguist, Lilt owns all right, title, and interest in and to such Usage Data.

5.                Representations and Warranties.

5.1.       Linguist represents and warrants that: (a) the Services shall be performed in a professional manner and in accordance with the industry standards and the Work Product shall comply with the requirements set forth in the applicable Project Assignment, (b) Linguist’s contribution to the Work Product will be an original work of Linguist, (c)Linguist has the right and unrestricted ability to assign the ownership of Work Product to Lilt as set forth in Section 3 (including, without limitation, the right to assign the ownership of any Work Product created by Linguist's employees or contractors), and (d) Linguist does and will comply with all applicable laws and regulations in the performance of the Services, including the identification and procurement of required permits, certificates, licenses, and insurance. Linguist agrees to indemnify and hold Lilt harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Linguist of the representations and warranties set forth in this Section 5.1.

5.2.       In the event the Work Product does not conform in all material respects to the description set forth in the Project Assignment, including accuracy, timing, or quality, Linguist will correct the non-conformity at no additional cost to Lilt. Further, Lilt reserves the right to withhold payment in accordance with Section 2.3 until such non-conformity has been resolved.

6.           Linguist Relationship and Taxes. Linguist's relationship with Lilt is that of an independent contractor, and nothing in this Agreement is intended to, and will not, create a partnership, agency, joint venture or employment relationship between Lilt and Linguist, and/or any of Linguist's employees, contractors, or agents.  Linguist is not authorized to make any representation, contract or commitment on behalf of Lilt.  Linguist (if Linguist is an individual) and Linguist's employees will not be entitled to any of the benefits that Lilt may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Linguist is an independent contractor, Lilt will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on behalf of Linguist. Linguist is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any applicable tax authority with respect to the performance of Services and receipt of fees under this Agreement and will comply with all applicable laws governing self-employed individuals and/or Linguists. Linguist is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Linguist's compensation will be subject to withholding by Lilt for the payment of any social security, federal, state or any other applicable employee payroll taxes. If, notwithstanding the foregoing, Linguist is reclassified as an employee of Lilt, or any affiliate of Lilt, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Linguist agrees that Linguist will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Lilt.

7.           Confidential Information. Linguist agrees that during the term of this Agreement and thereafter it will not use or permit the use of Lilt's Confidential Information (as defined below) or the Confidential Information of Lilt's customers in any manner or for any purpose not expressly set forth in this Agreement, will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and will not disclose such Confidential Information to any third parties except as set forth below. "Confidential Information" means all information disclosed by Lilt or Lilt's customers to Linguist, whether during or before the term of this Agreement, that is not generally known in the Lilt's or Lilt's customers trade or industry and shall include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Lilt or Lilt's customers or their respective subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Lilt or Lilt's customers or their respective subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Lilt or Lilt's customers or Linguist in the course of business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Linguist, (y) is disclosed to Linguist by a third party without restrictions on disclosure, or (2) was in Linguist's lawful possession prior to the disclosure and was not obtained by Linguist either directly or indirectly from Lilt or Lilt's customers. This section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Linguist shall first have given notice to Lilt or Lilt's customer, as the case may be, and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Linguist by Lilt or Lilt's customers is the sole and exclusive property of Lilt or Lilt's customers (as the case may be). Upon request by Lilt or Lilt's customers, Linguist agrees to promptly deliver to Lilt or Lilt's customers (as the case may be) the original and any copies of the Confidential Information.

           Without limiting any of the foregoing, Linguist shall be strictly prohibited from disclosing or sharing the following with any third parties, including but not limited with Lilt’s customers, potential customers, other Linguists, industry personnel, public forums, other Lilt personnel outside of the responsible production team:  (i) Information related to rates, compensation, hours worked, payment data, terms, process, systems; (ii) Information pertaining to other linguists, including names, contact info; (iii) Task or process related information specific to Lilt; (iv) Names of customers, description of content being worked on, unless explicit permission has been provided by the Lilt team (including for example for references); and (v) SLA metrics, including deadline and quality data and measurements.

8.                Term and Termination.

8.1.      Term. The term of this Agreement is for the duration of the Project Assignment, unless earlier terminated as provided in this Agreement.

8.2.      Termination Without Cause. Lilt may terminate this Agreement without cause at any time upon 15 days prior written notice to Linguist. Linguist may terminate this Agreement without cause at any time during which Linguist is not providing Services under a Project Assignment, upon 30 days' prior written notice to Lilt.

8.3.      Termination for Cause.  Either party may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 15 days after notice by the non-breaching party is given.

8.4.      Survival. The rights and obligations contained in Sections 3 ("Ownership of Work Product"), 5 ("Representations and Warranties"), 7 ("Confidential Information") and 9 (Miscellaneous) will survive any termination or expiration of this Agreement.

9. Miscellaneous. 

9.1.      Governing Law. This Agreement shall be governed by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. 

9.2.      Export Compliance. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. Linguist represents that it is not named on any government denied-party list. Linguist will not (a) access or use any Platform in any embargoed country or region (b) access or use the Platform in violation of any export law or regulation, (c) submit to the Platform any information that is controlled under the U.S. International Traffic Arms Regulations or similar regulations, or (d) use or transfer the Platform in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses. Linguist will be fully liable for any fines or penalties arising out of its breach of the foregoing.   

9.3.      Unauthorized Use of Lilt’s Name or Trademarks. Linguist shall not at any time use Lilt’s name or any of Lilt’s logos, trademark(s) or trade name(s) in any advertising or publicity, domain name, URL or other instance without the prior written consent of Lilt.

9.4.      Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be impaired thereby. 

9.5.      Waiver. The waiver by Lilt of a breach of any provision of this Agreement by Linguist shall not operate as a waiver of any other breach by Linguist. 

9.6.      Linguist’s Data.  Linguist acknowledges and agrees that its Personal Data may be collected, used, stored, and processed by Lilt. "Personal Data" means data that allows someone to identify Linguist, including, for example, its name, address, telephone number, email address, as well as any other non-public information about Linguist that is associated with or linked to any of the foregoing data. Lilt collects, uses, stores, and processes this Personal Data for administrative purposes, to issue payments to Linguist, and to provide services to Lilt’s customers. Linguist's Personal Data may be shared with Lilt's customers and other linguists. By accepting this Agreement, Linguist consents to the use of its Personal Data as set forth in this Section 9.6. 

9.7.      Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be amended by mutual agreement of authorized representatives of the parties in writing. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.