ACUDOCX USA, INC.

United States — Nationwide Version | Non-Customer Contractors

Effective Date: This Agreement becomes effective on the date you complete electronic acceptance during the AcudocX platform registration process.

IMPORTANT NOTICES — PLEASE READ BEFORE ACCEPTING

WHO THIS AGREEMENT COVERS: This Agreement governs Contractors who provide translation and related services through the AcudocX Platform. It does not govern Customers who purchase translation services through the Platform. Customer relationships are governed by a separate Terms and Conditions.

ARBITRATION: This Agreement contains a binding arbitration provision and class action waiver governed by the Federal Arbitration Act. It materially affects your legal rights. Please read Section 13 carefully before accepting.

ELECTRONIC ACCEPTANCE: By checking the acceptance box and completing registration on the AcudocX Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. This electronic acceptance constitutes a legally binding signature under the E-SIGN Act, 15 U.S.C. § 7001 et seq.

This Independent Contractor Agreement (“Agreement”) is entered into between:

AcudocX USA, Inc., a Delaware corporation with its principal place of business at 2000 Central Avenue, Suite 100, Boulder, Colorado 80301, USA (“AcudocX USA,” “Company,” “we,” “us,” or “our”); and

The individual or entity completing electronic acceptance of this Agreement (“Contractor,” “you,” or “your”).

AcudocX USA, Inc. is a wholly owned subsidiary of AcudocX Pty Ltd (Australia). Certain operational, technical, security, and administrative functions may be performed by affiliated entities under common ownership or control (“Affiliates”). References to “Company” in this Agreement include such Affiliates solely to the extent necessary to operate, deliver, and support the Platform and its services.

DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set out below:

“Agreement” means this Independent Contractor Agreement, including all Schedules and any executed written amendments or addenda.

“Confidential Information” has the meaning set out in Section 7.1.

“Completion” means the event described in Schedule 1, Section 3.

“Customer” means any individual, business, government entity, or organization that has registered for and holds an active account on the AcudocX Platform for the purpose of purchasing translation or related services, and whose relationship with Company is governed by a separate Customer Terms and Conditions.

“Deliverables” means all work product, translated materials, certified translations, edited content, localized materials, and other outputs created by Individual Translator Contractors in performing Services.

“Platform” means the AcudocX digital marketplace and service delivery environment, including all associated web interfaces, mobile applications, APIs, and operational systems through which Services are offered, accepted, performed, and delivered.

“Project Fee” has the meaning set out in Section 4.1.1.

“Services” has the meaning set out in Section 3.1.

“Start” means the event described in Schedule 1, Section 2.

1. NATURE OF RELATIONSHIP

1.1 Independent Contractor Status

Contractor is engaged as an independent contractor. Nothing in this Agreement creates, or shall be construed to create, an employment, partnership, joint venture, agency, or franchise relationship between the parties.

Contractor has no authority to bind, represent, or act on behalf of Company in any capacity.
Contractor shall not represent themselves to Customers, third parties, or the public as an employee, agent, or representative of Company, and shall not make any warranties, commitments, or representations on Company’s behalf.
Company will not provide Contractor with employee benefits, workers’ compensation, unemployment insurance, or payroll tax withholding.
Contractor retains full discretion over the manner, method, and means of performing Services, subject only to agreed delivery deadlines and the professional quality standards set forth in this Agreement.

1.2 Classification Compliance

The parties intend a bona fide independent contractor relationship. This Agreement is designed to be consistent with applicable worker classification standards, including:

IRS Common Law Factors (behavioral control, financial control, and type of relationship)
U.S. Department of Labor Economic Realities Test, as interpreted under applicable federal guidance in effect at the time of performance
ABC Tests applicable in jurisdictions that have adopted them, including but not limited to California (Cal. Lab. Code § 2775 et seq.), New Jersey, and Massachusetts

State Law Savings Clause: To the extent that any provision of this Agreement conflicts with non-waivable rights or mandatory protections afforded to Contractor under the law of the state in which Contractor primarily performs Services, such provision shall be modified to the minimum extent necessary to comply with applicable state law, and the remainder of this Agreement shall remain in full force and effect.

Nothing in this Agreement waives any right that cannot be waived as a matter of law.

1.3 Jurisdictional Flexibility — ABC Test States

Notwithstanding any other provision of this Agreement, Company reserves the right to take any of the following actions, on a jurisdiction-specific basis, where required or advisable to maintain compliance with applicable state worker classification law, including ABC test requirements:

(a) Limit, suspend, or restrict Contractor’s access to the Platform in a particular jurisdiction;

(b) Require that Services in a particular jurisdiction be performed exclusively through an Entity Contractor or registered business entity rather than through an Individual Translator Contractor; or

(c) Transition the engagement structure for Contractors in a particular jurisdiction to an alternative arrangement that achieves compliance with applicable law, with reasonable advance written notice to affected Contractors.

Company will exercise these rights in good faith, based on legal guidance, and will provide affected Contractors with as much advance notice as is reasonably practicable. Exercise of this right shall not constitute termination of this Agreement or give rise to a claim for damages.

1.4 Non-Exclusivity and Freedom to Work

The parties expressly agree that this Agreement is non-exclusive in all respects:

(a) Contractor is free to perform translation, language services, or any other services for any other person, business, agency, or platform, including direct competitors of Company, at any time, without notice to or consent from Company;

(b) Contractor is free to advertise, market, and promote their professional services independently through any channel;

(c) Contractor is not economically dependent on Company and is solely responsible for developing and maintaining their own independent client base and business operations outside the Platform; and

(d) Company does not restrict Contractor’s ability to engage in any lawful trade, occupation, or business, except as expressly set forth in Schedule 1, Section 7 with respect to Platform-sourced Confidential Information.

2. CONTRACTOR TYPES

AcudocX USA operates its Platform for four categories of non-customer Contractors. All Contractor types are service providers or platform partners, not Customers. Contractor’s type is established at the time of registration and governs applicable rights and obligations under this Agreement.

2.1 Individual Translator Contractor

An individual natural person who directly performs Services on the Platform using their own professional credentials and expertise. Individual Translator Contractors must hold current professional certification granted by, or active membership in good standing with, a recognized official translation or language services body — such as the American Translators Association (ATA), the Chartered Institute of Linguists (CIOL), the Australian Institute of Interpreters and Translators (AUSIT), the National Accreditation Authority for Translators and Interpreters (NAATI), the International Federation of Translators (FIT), or an equivalent nationally or internationally recognized credentialing or professional membership organization — and must maintain that certification or membership throughout the term of this Agreement.

2.2 Entity / Agency / Institutional Contractor

A corporation, limited liability company, partnership, translation agency, staffing enterprise, school, university, government department, or other legally recognized entity that participates in the Platform as a branded referral and account-management partner (“Entity Contractor”).

Nature of Entity Contractor Relationship:

Entity Contractors do not source, employ, engage, or subcontract Individual Translator Contractors. All Individual Translator Contractors on the Platform — whether drawn from AcudocX USA’s extended translator network or nominated by an Entity Contractor — are independently credentialed, onboarded, and contracted exclusively by AcudocX USA. Entity Contractors have no role in the selection, assignment, supervision, or management of Individual Translator Contractors in the extended pool.

Nominated Translators:

Entity Contractors may nominate their own translators — including in-house translators and staff translators employed by the Entity — to be onboarded onto the Platform for use in connection with that Entity Contractor’s projects, subject to the following conditions:

(a) All nominated translators, including in-house staff, must complete AcudocX USA’s standard credentialing, onboarding, and contracting process and must enter into this Agreement directly with AcudocX USA as Individual Translator Contractors before performing any Services on the Platform;

(b) Nominated translators must meet the same professional certification or membership requirements applicable to all Individual Translator Contractors under Sections 2.1 and 6.1 of this Agreement;

(c) In-house or staff translators nominated by an Entity Contractor labelled as in-house with the relationship with the Entity Contractor on the Platform who are salaried or otherwise compensated by the Entity outside the Platform will not receive per-job payment through the Platform. Any compensation arrangement between the Entity Contractor and its own in-house translators is solely a matter between those parties and is entirely outside the scope of this Agreement and AcudocX USA’s obligations;

(d) AcudocX USA’s contracting relationship with nominated translators is independent of the Entity Contractor’s employment or other relationship with those individuals. AcudocX USA’s obligations to nominated translators under this Agreement are limited to their role as Individual Translator Contractors performing Services on the Platform; and

(e) Entity Contractors may not direct, instruct, or apply pressure to nominated translators in ways that would conflict with those translators’ independent professional obligations under this Agreement or applicable ethical standards.

The Entity Contractor’s participation in the Platform operates as follows:

(a) Branded referral: Company provides Entity Contractor with a unique, co-branded or white-label platform link. Entity Contractor distributes this link to its customers and referral network;

(b) Customer-initiated workflow: Customers referred by the Entity Contractor access the Platform through the Entity Contractor’s branded link, select the required language pair and certification type, upload their documents, and complete payment directly through the Platform;

(c) AcudocX-managed fulfillment: Upon payment, the project is managed entirely by AcudocX. The job is made available to all qualified, AcudocX-contracted Individual Translator Contractors in the relevant language pair. AcudocX is solely responsible for translator assignment, quality assurance, and delivery;

(d) Branding: Completed Deliverables and platform communications associated with the project are presented under the Entity Contractor’s branding, as configured in the Platform; and

(e) Translator certification: Deliverables are certified and signed by the assigned Individual Translator Contractor in accordance with applicable professional standards. The Entity Contractor’s branding does not affect or alter the translator’s professional certification or legal responsibility for the Deliverable.

Entity Contractor Platform Access:

Entity Contractor’s access to the Platform includes the following functions via the Entity Contractor dashboard:

(i) Project management and reporting: Visibility of the status and progress of all projects originating from the Entity Contractor’s branded link, including job assignment, customer details, and financial reporting and oversight;

(ii) Pricing and service configuration: Configuration of customer-facing pricing, translator margin allocation, language pair offerings, and selection of translation templates applicable to the Entity Contractor’s branded Platform experience;

(iii) Promotions and distribution: Creation and management of discount coupons and establishment of distributor relationships within the Entity Contractor’s referral network, as enabled by the Platform. Entity Contractors may only activate Distributors who have completed electronic acceptance of this Agreement, as required by Section 2.3;

(iv) Job management: Entity Contractors have the following operational authorities over jobs originating from their branded link:

Document access: Viewing source documents uploaded by Customers and target Deliverables produced by Individual Translator Contractors, for the purposes of account management, quality oversight, and customer service;
Unassignment: Removing an assigned Individual Translator Contractor from a job, for any reason, at any stage prior to Completion. Where a translator is unassigned, the job is returned to the available pool for acceptance by another qualified Individual Translator Contractor;
Job abandonment: Cancelling and abandoning a job entirely, at any stage. Job abandonment triggers the cancellation and payment provisions set out in Schedule 1, Section 4; and
Customer refunds: Initiating refunds to Customers in accordance with Company’s refund policies as communicated from time to time. Entity Contractors acknowledge that refunds may affect Entity Margin settlement and are subject to the offset and chargeback provisions of Section 5.3; and

(v) Messaging: Communication with Customers and assigned Individual Translator Contractors via the Platform dashboard, for project coordination, context-setting, and clarification purposes.

No Staffing or Employment Relationship:

Nothing in this Agreement makes the Entity Contractor an employer, staffing agency, or labor contractor with respect to any Individual Translator Contractor. Entity Contractor shall not represent itself as having any supervisory, employment, or contractual authority over Individual Translator Contractors to Customers or any third party.

2.3 Distributor

A Distributor is an individual or entity that has been granted access to the AcudocX Platform as a downstream coupon and commission partner by an Entity Contractor, through the distributor relationship functionality available on the Entity Contractor dashboard.

Direct Agreement Requirement:

Notwithstanding the Entity Contractor relationship through which a Distributor gains Platform access, every Distributor must enter into this Agreement directly with AcudocX USA as a condition of Platform access and activation. A Distributor’s acceptance of this Agreement is independent of, and not satisfied by, any agreement between the Distributor and the Entity Contractor. Entity Contractors may not activate or enable a Distributor on the Platform unless and until that Distributor has completed electronic acceptance of this Agreement.

Nature of Distributor Role:

Distributors participate in the Platform solely through the creation and management of discount coupons. The Distributor dashboard is limited exclusively to the following functions:

(a) Creating discount coupons for distribution to the Distributor’s own customers, members, or referral network;

(b) Configuring coupon parameters, including percentage discount offered to coupon users, percentage commission earned by the Distributor per completed transaction in which the coupon is applied, period of validity, and maximum number of permitted uses; and

Distributor Platform Limitations:

Distributors have no visibility of, or access to, any jobs, translations, Deliverables, Customer information, or financial data on the Platform. Distributors have no role in the translation process and no ability to interact with Customers or Individual Translator Contractors through the Platform.

Distributor Compensation:

Distributor compensation consists solely of commissions earned on completed transactions in which a Distributor’s coupon code was applied at checkout, at the percentage rate configured by the Distributor within parameters permitted by the Entity Contractor. AcudocX USA is not a party to the compensation arrangement between the Distributor and the Entity Contractor and bears no direct obligation to compensate Distributors unless otherwise agreed in writing with Company.

General Conditions:

(a) Distributors are subject to all provisions of this Agreement applicable to Entity Contractors, including but not limited to confidentiality (Section 7), intellectual property (Section 8), platform integrity (Schedule 1, Section 7), and dispute resolution (Section 13), to the extent applicable to their limited platform role;

(b) Entity Contractors remain responsible for ensuring that Distributors they activate on the Platform have accepted this Agreement and for any conduct of their Distributors that affects the Platform, Customers, or Individual Translator Contractors; and

(c) Company reserves the right to suspend or remove any Distributor from the Platform for breach of this Agreement, independently of any action taken against the Entity Contractor.

2.4 Enterprise Contractor

A large organizational entity — including multinational corporations, industry associations, professional membership bodies, migration agent networks, government agencies, educational institutions, or non-profit organizations — that engages AcudocX USA as a service channel for volume translation needs is subject to all provisions applicable to Entity Contractors under this Agreement, with the following distinctions and additional conditions:

Branding: Unlike Entity Contractors, Enterprise Contractors do not operate under their own white-label branding on the Platform. All translation services delivered through an Enterprise Contractor’s referral channel are presented under the AcudocX USA brand, or such AcudocX trading names as Company designates from time to time. Enterprise Contractor shall not represent to its customers or members that translations are provided under the Enterprise Contractor’s own brand, credentials, or translation capability.

Compensation: Enterprise Contractor compensation is governed by Section 4.1.3 of this Agreement. Enterprise Contractors do not negotiate their own margin. Company sets and communicates a fixed percentage margin (“Enterprise Margin”) to the Enterprise Contractor in writing at onboarding or as subsequently amended by Company with reasonable written notice. Enterprise Contractor has sole discretion to apply the Enterprise Margin in either or both of the following ways:

(i) as a discount offered to the Enterprise Contractor’s own customers, members, or referral network on the standard AcudocX platform pricing; or

(ii) retained by the Enterprise Contractor as a commission on completed transactions originating from their referral channel.

Additional conditions applicable to Enterprise Contractors:

(a) May be subject to a separate Enterprise Services Addendum, which, if executed, governs in the event of conflict with this Agreement on matters it expressly addresses;

(b) May be required to maintain minimum insurance coverage levels as specified by Company in writing;

(d) May negotiate custom payment timing and reserve arrangements with Company in writing, which shall constitute a binding amendment to Section 5 of this Agreement.

3. SERVICES

3.1 Scope

Contractor may accept translation, certified translation, editing, localization, transcription, formatting, proofreading, or related language services assignments (“Services”) on a project-by-project basis through the Platform.

3.2 No Guaranteed Volume

Company does not guarantee any minimum number of assignments, minimum payment amounts, or continuity of work. Contractor has no obligation to accept any particular assignment.

3.3 Manner of Performance

Contractor determines how and when to perform accepted Services, subject only to:

Delivery deadlines agreed directly between the Individual Translator Contractor and the Customer through the Platform’s messaging functions. Upon accepting an assignment, Contractor must promptly communicate an expected delivery timeframe to the Customer. If the Customer does not accept the proposed timeframe and requires an earlier delivery date that Contractor is unable to accommodate, Contractor must surrender the job through the Platform promptly, without penalty. A surrendered job is returned to the available pool for acceptance by another qualified Individual Translator Contractor. Contractor shall not retain an accepted job where a mutually agreed delivery deadline cannot be reached with the Customer; and
The professional quality standards and ethical obligations set forth in this Agreement and Schedule 1.

4. COMPENSATION AND PAYMENT

4.1 Compensation Structure by Contractor Type

Compensation under this Agreement differs by Contractor type, reflecting the distinct roles each plays on the Platform.

4.1.1 Individual Translator Contractors — Project-Based Compensation

An Individual Translator Contractor’s compensation for each assignment is the net fee displayed on the Platform at the time Contractor clicks “Start Job” (“Project Fee”). This fee is final unless modified by a written amendment, a platform-confirmed scope change, or an adjustment under Section 5 or Section 6 of this Agreement.

The job assignment process operates as follows:

(a) Notification: When a new assignment is available, a notification is sent to all qualified Individual Translator Contractors in the relevant language pair;

(b) Claiming: Contractor may claim a job in order to preview its details. Claiming temporarily reserves the job for the claiming Contractor and prevents other translators from claiming it during the preview period;

(c) Surrender of claimed job: A claimed but not yet started job may be surrendered by Contractor at any time and for any reason, without penalty. A surrendered job is released back to the available pool for other qualified Individual Translator Contractors to claim; and

(d) Start Job — binding confirmation: The assignment is confirmed and the contractual obligation to perform Services commences only when Contractor clicks “Start Job” on the Platform. Project Fee entitlement and all performance obligations under this Agreement attach at the moment of Start Job confirmation.

Company does not provide employment benefits, expense reimbursement, or equipment to Individual Translator Contractors, except as expressly agreed in writing.

4.1.2 Entity Contractors — Pricing Autonomy and Compensation Structure

Entity Contractors do not perform translation Services and do not receive Project Fees. Entity Contractors operate with pricing autonomy on the Platform, subject to the pricing structure and service fee framework described below.

(a) Entity Contractor pricing stack:

The total price charged to a Customer on a project originating through an Entity Contractor’s branded link is composed of the following layers, applied in sequence at the time of Customer checkout:

(i) Customer-facing price: Entity Contractor sets the price presented to its Customers for each translation project. Entity Contractor has sole discretion over this price, subject to any minimum pricing floors communicated by Company in writing from time to time;

(ii) Translator margin: Entity Contractor sets the margin allocated to the assigned Individual Translator Contractor for each project. This margin represents the compensation available to any Individual Translator Contractor who chooses to accept the assignment. Individual Translator Contractors are autonomous professionals with sole discretion to accept or decline any assignment based on the offered compensation. Company does not set minimum translator margins; market conditions and translator acceptance behavior govern whether a project is claimed;

(iii) Entity margin: The difference between the customer-facing price set under (i) and the translator margin set under (ii) constitutes the Entity Contractor’s margin (“Entity Margin”), which Entity Contractor retains as compensation for its role as a referral and account-management partner on the Platform; and

(iv) AcudocX service fee: Company’s non-negotiable service fee (“Service Fee”) is added to the total at final Customer checkout confirmation, as a transparent line item presented to the Customer. The Service Fee rate is set by Company and may be updated with reasonable written notice to Entity Contractor. The Service Fee is payable to Company in all cases and is not subject to discount, offset, or waiver by Entity Contractor.

(b) Tax collection: Applicable taxes are calculated and collected by the payment processor (currently Stripe) at the point of Customer payment checkout, in accordance with Stripe’s tax identification and collection services and applicable law. Tax collection is outside the control of both Company and Entity Contractor and is governed by the payment processor’s terms.

(c) Settlement upon Completion: Payment distribution occurs automatically via Stripe upon platform-confirmed Completion of a job. At the point of Completion, Stripe distributes simultaneously:

The translator margin directly to the Individual Translator Contractor’s connected Stripe account;
The Entity Margin directly to the Entity Contractor’s connected Stripe account; and
The remainder, comprising Company’s Service Fee and applicable taxes, to AcudocX USA’s Stripe account.

Individual Translator Contractors and Entity Contractors are paid immediately upon Completion, subject only to Stripe’s standard processing times and any hold periods applied under Section 5 of this Agreement. There is no periodic settlement cycle — payment is triggered by Completion on a per-job basis.

Enterprise Contractors: Payment processing arrangements for Enterprise Contractors operate under a SaaS subscription model and are governed separately by the terms agreed between Company and the Enterprise Contractor in writing at onboarding or as set out in an executed Enterprise Services Addendum. In the event of any conflict between this Section and the Enterprise Contractor’s written payment arrangement, the written arrangement governs.

Notwithstanding the foregoing, Individual Translator Contractors performing Services on Enterprise Contractor jobs are paid immediately upon platform-confirmed Completion, with translator margins disbursed directly from AcudocX USA’s Stripe account balance. Translator payment timing and entitlement under this Agreement is not affected by the Enterprise Contractor’s subscription model, billing cycle, or any payment dispute between Company and the Enterprise Contractor.

(d) Eligible transactions and refund mechanics:

(i) Pre-Completion refunds: Where a Customer refund is initiated before platform-confirmed Completion, no funds have been distributed to any party. The refund is processed directly through Stripe without affecting the translator margin, Entity Margin, or AcudocX Service Fee, as no settlement has occurred. Pre-Completion refunds do not give rise to any clawback or recovery obligation on the part of the Contractor.

(ii) Post-Completion chargebacks and refunds: Where a chargeback is initiated by a Customer, or a refund is requested after platform-confirmed Completion, funds will have already been distributed via Stripe to the Individual Translator Contractor and, where applicable, the Entity Contractor. The following framework applies:

Step 1 — Company assessment: Upon receiving notice of a post-Completion chargeback or refund request, Company will promptly assess whether the claim arises from:

(A) An unfair, fraudulent, or unsubstantiated dispute — where the Deliverable was completed satisfactorily and in accordance with applicable professional standards, and the Customer’s chargeback or refund request is not supported by a legitimate quality or delivery failure; or
(B) A legitimate quality or performance failure — where the chargeback or refund arises from a genuine deficiency in the Deliverable or a breach of this Agreement by a Contractor, assessed by reference to applicable professional standards and codes of ethics including the AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice.

Company will notify the relevant Contractor(s) of the dispute and provide no fewer than 72 hours for Contractor to submit evidence or a written response through the Platform before a determination is made.

Step 2 — Outcome by scenario:

Scenario A — Unfair or unsubstantiated chargeback: Where Company determines that the work was completed satisfactorily and the chargeback or refund request is unfair or unsubstantiated, Company assumes full responsibility for the financial outcome. Individual Translator Contractors and Entity Contractors retain their distributed payments in full. Company will manage and contest the chargeback with Stripe directly and bear any resulting financial loss. No recovery action will be taken against Contractors in this scenario.
Scenario B — Legitimate quality or performance failure: Where Company determines that the chargeback or refund arises from a genuine Contractor performance failure, recovery of distributed funds may be sought from the responsible Contractor(s) through one of the following mechanisms, at Company’s election:
- Stripe clawback: Where technically available and permitted by Stripe’s platform rules, Company may recover distributed funds via Stripe’s reverse transfer or clawback functionality; or
- Invoice: Where Stripe clawback is not available or not applicable, Company will issue a formal invoice to the responsible Contractor(s) for the amount to be recovered, payable within 14 calendar days of the invoice date.

Where a Scenario B determination is made, recovery will be sought from the Contractor whose performance failure gave rise to the claim. Where a post-Completion refund was initiated by an Entity Contractor under its job management authority without a corresponding translator performance failure, recovery will be sought from the Entity Contractor only.

Contractor right to dispute Company’s determination: If Contractor disputes Company’s Scenario B determination, Contractor must first attempt to resolve the matter through the following intermediate escalation process before proceeding to formal arbitration under Section 13:

(i) Escalation notice: Contractor must submit a written escalation notice to legal@acudocx.com (Subject line: “Dispute Escalation — [Contractor Name/Account ID]”) within 14 calendar days of receiving Company’s Scenario B determination, setting out the basis for the dispute and any supporting evidence;

(ii) Company response: Company will acknowledge receipt within 24 hours and provide a substantive written response within 10 business days of receiving the escalation notice;

(iii) Resolution or arbitration: If the dispute is not resolved to Contractor’s reasonable satisfaction within the 10-business-day response window, Contractor may proceed to formal arbitration under Section 13 of this Agreement. Completion of this intermediate escalation step is a condition precedent to initiating arbitration on Scenario B determinations, unless emergency injunctive relief is sought under Section 13.4(b).

(e) Adjustments: Entity Margin and Enterprise Margin payments are subject to adjustment, clawback, or offset where an eligible transaction is subsequently reversed, refunded, or charged back, in accordance with Section 5.3.

(f) No guaranteed revenue: Company makes no representation or guarantee regarding the volume of transactions that will be generated through Entity Contractor’s branded link or the amount of Entity Margin that will be earned in any period.

(g) Branded link integrity: Entity Contractor is responsible for maintaining and distributing their branded link accurately. Company is not responsible for transactions that fail to register to Entity Contractor’s account due to broken links, Customer errors, or technical issues outside Company’s reasonable control.

4.1.3 Enterprise Contractors — Fixed Margin Compensation

Enterprise Contractors do not perform translation Services and do not receive Project Fees. Their compensation is based on a fixed percentage margin set by Company and applied to eligible transactions originating from the Enterprise Contractor’s referral channel, as follows:

(a) Enterprise Margin: Company will communicate the applicable Enterprise Margin to Enterprise Contractor in writing at the time of onboarding, or as subsequently amended by Company with reasonable prior written notice. Enterprise Contractors do not negotiate their margin rate;

(b) Margin application: Enterprise Contractor may, at its sole discretion, apply the Enterprise Margin as a discount to its customers or members on standard AcudocX platform pricing, retain it as a commission on completed transactions, or apply a combination of both — provided the total applied does not exceed the Enterprise Margin rate communicated by Company;

(c) Eligible transactions: Only transactions that originate through the Enterprise Contractor’s designated referral channel, are successfully completed, and are not subject to a refund, dispute, or chargeback at the time of settlement qualify for Enterprise Margin calculation;

(d) Settlement timing: Enterprise Margin amounts are calculated and settled on a periodic basis as specified in Enterprise Contractor’s onboarding documentation or written agreement, subject to any hold periods under Section 5;

(e) No guaranteed revenue: Company makes no representation or guarantee regarding the volume of transactions that will be generated through the Enterprise Contractor’s referral channel or the amount of Enterprise Margin that will be earned in any period; and

(f) Adjustments: Enterprise Margin payments are subject to adjustment, clawback, or offset where an eligible transaction is subsequently reversed, refunded, or charged back, in accordance with Section 5.3.

4.2 Payment Processing

Payments to all Contractor types are processed through a third-party payment processor (currently Stripe Connect, subject to change with reasonable written notice to Contractor). Contractor must:

(a) Complete all required onboarding, identity verification, and tax documentation steps required by the payment processor before payments may be initiated;

(b) Maintain a valid, active payment processor account in good standing throughout the term of this Agreement; and

Company is not liable for payment delays caused by Contractor’s failure to complete or maintain payment processor requirements, or by payment processor processing times outside Company’s reasonable control. Company is not responsible for funds held, delayed, suspended, or otherwise inaccessible in a Contractor’s Stripe account as a result of incomplete, inaccurate, or non-compliant Stripe Connect onboarding or account setup. It is Contractor’s sole responsibility to ensure their Stripe Connect account is fully configured, verified, and in good standing at all times. Company has no ability to access, release, or intervene in funds held within a Contractor’s individual Stripe Connect account.

4.3 Tax Responsibilities

Contractor is an independent contractor solely responsible for all federal, state, and local income taxes, self-employment taxes, and any other tax obligations arising from compensation received under this Agreement.

Company will not withhold payroll taxes, Social Security, or Medicare contributions.
Company may be required to collect tax identification information from Contractor for onboarding, TIN matching, or backup withholding purposes, in accordance with applicable IRS requirements.
Company will issue IRS Form 1099-NEC where required by applicable federal law.
The payment processor (e.g., Stripe) may independently issue IRS Form 1099-K based on applicable IRS thresholds and its own reporting obligations. As of the date of this Agreement, the federal threshold for 1099-K issuance by payment processors is reportable payments exceeding $20,000 with more than 200 transactions in a calendar year; however, this threshold is subject to change by IRS guidance at any time.
Certain states impose lower 1099-K reporting thresholds than the federal standard. Contractor may therefore receive a Form 1099-K from the payment processor even if federal thresholds are not met.
Contractor should consult a qualified tax advisor regarding all applicable tax obligations.

5. PAYMENT TIMING, REFUNDS, CHARGEBACKS, AND OFFSETS

5.1 Settlement Timing

Unless otherwise specified in writing or in a platform-confirmed scope agreement, payment initiation occurs upon platform-confirmed Completion, subject to:

(a) Payment processor settlement timelines, subject to processor policies; and

(b) Any active dispute, quality review, or hold period initiated under Sections 5.2, 5.3, or 6 of this Agreement.

5.2 Customer Refunds and Disputes

If a Customer disputes a charge, requests a refund, or raises a performance complaint in connection with Contractor’s Services, the following process applies:

(a) Acknowledgment: Company will acknowledge receipt of the dispute to both the Customer and the relevant Contractor via the Platform or registered email address within 24 hours of receiving the dispute notification;

(b) Contractor response: Contractor will have no fewer than 72 hours from acknowledgment to submit a written response, supporting evidence, or any relevant documentation through the Platform;

(c) Assessment: Company will complete its assessment of the dispute within 5 business days of the close of Contractor’s 72-hour response window, or within 5 business days of receiving Contractor’s response if submitted earlier;

(d) Determination: Company will issue a written determination to both Contractor and the Customer within 15 business days of the initial acknowledgment under (a). Company will assess the dispute in good faith, by reference to applicable industry professional standards and codes of ethics, including but not limited to the AUSIT Code of Ethics, the ATA Code of Ethics and Professional Practice, and the standards of any other recognized credentialing body relevant to the language pair or service type in question;

(e) Funds: Company may temporarily withhold funds directly related to the disputed project during the review period; and

(f) Communication: Company’s determination will be communicated to Contractor with a brief written explanation of the reasoning and, where applicable, the outcome for payment or recovery.

5.3 Chargebacks and Offsets

If a payment processor reverses a payment due to a chargeback, fraud claim, or card dispute initiated by a Customer, the following applies, to the extent permitted by applicable law:

(a) Company may, by way of setoff and right of recoupment, offset or recoup the reversed amount against future Contractor payouts, deduct from pending balances, or record a negative account balance. Amounts owed to Company arising from chargebacks, approved Customer refunds, or documented rework costs may be deducted from amounts otherwise payable to Contractor under this Agreement;

(b) Where funds have already been distributed to Contractor and are subject to recovery due to a chargeback, refund, or dispute, Company may recover such amounts via Stripe clawback where available, or by issuing a formal invoice to Contractor for the amount owed, payable within 14 calendar days of the invoice date. Recovery will be sought from the Contractor whose performance failure gave rise to the claim, consistent with the framework in Section 4.1.2(d)(ii);

(c) Entity Contractors and Enterprise Contractors may be subject to reserve requirements, escrow arrangements, or immediate full offset, as determined by Company in its reasonable discretion; and

(d) Company will provide Contractor with written notice and a summary explanation of any chargeback, refund, or recovery action and the basis for it.

6. PROFESSIONAL STANDARDS AND QUALITY ASSURANCE

6.1 Certification Requirement

Contractor represents and warrants that, for the duration of this Agreement:

(a) Contractor holds current professional certification granted by, or active membership in good standing with, a recognized official translation or language services body — such as the American Translators Association (ATA), the Chartered Institute of Linguists (CIOL), the Australian Institute of Interpreters and Translators (AUSIT), the National Accreditation Authority for Translators and Interpreters (NAATI), the International Federation of Translators (FIT), or an equivalent nationally or internationally recognized credentialing or professional membership organization; and

(b) Contractor remains in good standing with all applicable professional bodies and is not subject to any active disciplinary action that would affect Contractor’s ability to perform Services.

6.2 Ethical Obligations and Standards of Practice

Contractor agrees to perform all Services in accordance with the professional ethical standards of their credentialing body. This Agreement expressly acknowledges the following standards as applicable reference points for all Contractors:

The American Translators Association (ATA) Code of Ethics and Professional Practice, including its provisions governing accuracy, confidentiality, conflicts of interest, and the ethical use of technology;
The Australian Institute of Interpreters and Translators (AUSIT) Code of Ethics, including its provisions on professional competence, integrity, and the responsible use of translation technology and tools;
The National Accreditation Authority for Translators and Interpreters (NAATI) professional standards, where applicable; and
The Chartered Institute of Linguists (CIOL) Code of Professional Conduct, where applicable.

Where Contractor holds credentials from other recognized professional bodies, the ethical standards of those bodies apply in addition to the above.

6.3 Use of Technology and Translation Tools

AcudocX USA embraces the responsible use of technology in professional translation practice and uses AI-assisted tools within its own Platform to support Customers. Contractor is a certified professional who is responsible for the ethical application of all tools and methods used in performing Services.

Contractor is solely and professionally responsible for the accuracy, integrity, and quality of all Deliverables, regardless of the tools or methods used to produce them. Consistent with ATA and AUSIT ethical guidance:

(a) Contractor may use translation memory software, computer-assisted translation (CAT) tools, terminology management systems, quality assurance automation, locally-operated grammar or style tools, and other professional productivity tools at Contractor’s professional discretion;

(b) Contractor may use AI-assisted translation or machine translation tools at Contractor’s professional discretion, provided that Contractor exercises independent professional judgment over all output, takes full responsibility for the accuracy and integrity of the final Deliverable, and complies at all times with the data security requirements in Section 7;

(c) Contractor must not upload, input, or submit any Customer materials, source documents, or Confidential Information to any publicly accessible, third-party hosted, or cloud-based AI, machine translation, or generative AI system unless that system has been expressly pre-authorized in writing by Company for use with Customer content. This restriction is a data security and confidentiality obligation, not a limitation on technology use generally; and

(d) Contractor must disclose the use of AI or machine translation tools in a Deliverable if asked to do so by Company or if disclosure is required by applicable professional standards or Customer instructions.

6.4 Quality Review

Company may conduct quality reviews of Deliverables to ensure compliance with platform and professional standards. Quality issues warranting review include, without limitation:

Omission of source content (untranslated segments)
Material mistranslation or inaccurate rendering
Incorrect certification language, formatting, or seal placement
Failure to use correct letterhead, templates, or other entity-provided materials where supplied or required for the assignment
Inappropriate, unprofessional, or inadequate communications with Customers, including failure to respond to Customer queries in a timely and professional manner
Confirmed or suspected confidentiality breach
Failure to follow explicit, documented Customer instructions

6.5 Cure Process

Quality cure windows are acceptance criteria tied to Company’s obligations to Customers, and are not intended as work scheduling or operational control over Contractor’s working methods. If a quality issue is identified, Company will notify Contractor via the Platform or registered email, describing the issue in reasonable detail.

Contractor will be provided a cure window based on project type, as follows:

Project Type	Default Cure Window
Standard (non-urgent)	48 hours from notification
Certified / official document	24 hours from notification
Expedited or same-day project	As specified in the notification (minimum 4 hours where operationally feasible)

If Contractor reasonably determines that the default cure window is not feasible, Contractor may propose an alternative cure timeframe through the Platform. Company will consider the proposal in good faith. Where Customer commitments require reassignment before an alternative timeframe can be agreed, Company retains the right to reassign the project without penalty, and Contractor will be compensated for completed acceptable work per Section 6.6.

6.6 Payment Adjustments for Quality Failures

If a project is reassigned following an uncured quality issue:

(a) Contractor will receive partial payment reflecting the proportion of acceptable, usable work completed, as assessed in good faith by Company;

(b) Payment may be withheld entirely where the Deliverable is substantially incomplete or unusable; and

(c) Repeated substantiated quality failures — defined as three (3) or more within any rolling 90-day period — may result in account suspension or permanent removal from the Platform, subject to Section 10.

7. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidential Information

“Confidential Information” means all non-public information relating to Customers, Customer-submitted documents and source content, translation outputs, pricing, business operations, technical systems, and Platform data that Contractor accesses in connection with performing Services.

7.2 Contractor Obligations

Contractor shall:

(a) Use Confidential Information solely to perform the specific Services for which it was disclosed;

(b) Implement commercially reasonable technical and organizational safeguards to protect Confidential Information from unauthorized access, disclosure, or use;

(c) Not upload, input, or submit any Customer materials, source documents, or Confidential Information to any publicly accessible, third-party hosted, or cloud-based AI, machine translation engine, or generative AI system without the express prior written authorization of Company for that specific use — regardless of whether such use would otherwise be permitted under Section 6.3;

(d) Customer source documents and personally identifiable information (PII): Customer source documents accessed through the Platform are made available for viewing within the Platform’s secure browser environment solely for the purpose of performing the assigned Services. These documents frequently contain personally identifiable information (“PII”), including but not limited to names, addresses, identification numbers, immigration records, medical information, and financial details. Contractor expressly acknowledges and agrees that:

Customer source documents and any PII contained within them must not be downloaded, saved, copied, or otherwise transferred to Contractor’s local machine, device, storage media, or any third-party system. The AcudocX Platform is designed to handle source document attachment to Deliverables automatically within the secure Platform environment, and Contractors are required to use Platform-native functionality for this purpose wherever it is available. Where Platform-native source document attachment is not yet available for a specific assignment, local handling of a source document is permitted solely for the purpose of incorporating the source document into the Deliverable for upload to the Platform. This local handling permission is an operational accommodation that will remain available until Platform automation of source document attachment is fully deployed across all assignment types. It is not a general or permanent permission to download Customer source documents. It is subject to the following strict conditions in all cases: the source document must be permanently deleted from Contractor’s local machine, device, or storage media immediately upon upload of the completed Deliverable to the Platform; no copies may be retained for any other purpose; and upload to the AcudocX Platform is the only authorized use of any locally handled source document;
Where a copy of a source document or PII has been inadvertently saved to a local machine or device, Contractor must permanently delete that copy immediately upon becoming aware of it, and must notify Company of the incident in accordance with Section 7.3;
All handling of Customer PII must comply with applicable professional ethical obligations, including the confidentiality and data protection provisions of the ATA Code of Ethics and Professional Practice, the AUSIT Code of Ethics, and applicable federal and state privacy law; and
Contractor’s obligation to protect PII applies throughout the performance of Services and survives Completion of the relevant project, subject to Section 7.4.

(e) Securely delete or destroy all Customer data and Confidential Information upon Completion of the relevant project, unless: (i) retention is required by applicable law or regulation; (ii) retention is necessary for legitimate tax, accounting, or professional records purposes; or (iii) retention is expressly authorized by Company in writing. Any retained Confidential Information must be stored securely and used solely for the purpose for which retention is permitted, and must not be used for any other purpose or disclosed to any third party; and

(f) Limit access to Confidential Information to personnel who have a need to know for purposes of performing the Services.

7.3 Data Breach Notification

Contractor must notify Company within 24 hours of discovering or reasonably suspecting any unauthorized access to, disclosure of, or loss of Confidential Information or Customer data, regardless of whether Contractor believes harm has actually occurred. Notice should be sent to: legal@acudocx.com with the subject line: “Data Security Incident — [Contractor Name/Account ID].”

7.4 Survival

Confidentiality obligations under this Section 7 survive termination of this Agreement for a period of five (5) years following termination, or indefinitely with respect to trade secrets and Customer personally identifiable information to the extent required by applicable law.

8. INTELLECTUAL PROPERTY

8.1 IP Representations and Warranties

Individual Translator Contractors expressly represent and warrant that:

(a) All Deliverables are and will be original works created solely by Contractor in Contractor’s capacity as an Individual Translator Contractor, using Contractor’s own professional skills, knowledge, and judgment;

(b) Contractor has full right, power, and authority to perform the Services and grant the rights described in this Section 8, and no third-party consent or authorization is required;

(c) The Deliverables do not and will not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, privacy right, or other intellectual property or proprietary right of any third party; and

(d) No Deliverable contains material that is subject to any lien, claim, encumbrance, or restriction that would limit or impair the Customer’s ability to use the Deliverable.

8.2 Ownership of Deliverables

All Deliverables created by Contractor in the course of performing Services are produced for and on behalf of the Customer who commissioned them. Upon Completion and Customer payment, ownership of the Deliverable vests in the Customer in accordance with the Customer Terms and Conditions governing the Customer’s relationship with Company.

Contractor hereby irrevocably grants to Company, to the fullest extent permitted by applicable law, all rights in Deliverables necessary for Company to:

(a) Transmit, deliver, and make available the Deliverable to the Customer through the Platform;

(b) Retain a secure copy of the Deliverable for a limited period solely for the purposes of quality assurance, dispute resolution, regulatory compliance, and Customer download. AcudocX USA is committed to minimizing retention of Customer documents and personally identifiable information. Deliverables and associated source documents are retained on the Platform for a maximum of 30 days following Completion, after which they are permanently purged from Company’s systems. Customers are encouraged to download their Deliverables promptly upon Completion. Company does not use retained Deliverables or source documents for any purpose other than those expressly stated in this Section; and

(c) Reproduce or reference the Deliverable solely to the extent required to investigate and resolve any quality dispute, Customer complaint, or legal claim arising from the relevant project, within the applicable retention period.

Contractor retains no right to reuse, republish, resell, or otherwise exploit any Deliverable or the Confidential Information contained within it following Completion, subject to Section 8.6. This obligation reflects and is consistent with Contractor’s professional ethical duties under the ATA Code of Ethics and Professional Practice and the AUSIT Code of Ethics, both of which prohibit the unauthorized use or disclosure of client materials and information obtained in the course of professional engagement.

8.3 License Grant to Company

To the extent any rights in a Deliverable are not automatically vested in the Customer upon Completion, Contractor hereby grants to AcudocX USA, Inc. a non-exclusive, royalty-free, worldwide license to reproduce, transmit, store, and deliver the Deliverable solely to the extent necessary to:

(a) Fulfill Company’s delivery obligations to the Customer through the Platform;

(b) Retain the Deliverable for the 30-day period described in Section 8.2(b) for quality assurance, dispute resolution, and regulatory compliance purposes; and

This license terminates automatically upon permanent deletion of the Deliverable from Company’s systems in accordance with Section 8.2(b), except to the extent retention is required by applicable law.

8.4 Moral Rights Waiver

To the maximum extent permitted by applicable law, Contractor hereby irrevocably waives any and all moral rights, rights of attribution, rights of integrity, and equivalent rights in any jurisdiction — including under the laws of Australia where relevant to Company’s Affiliates — in connection with all Deliverables, in favor of:

(a) The Customer as the owner of the Deliverable, to the extent the Customer wishes to use, adapt, reproduce, or otherwise deal with the Deliverable following delivery; and

(b) AcudocX USA, Inc. to the extent necessary to exercise its limited license rights under Section 8.3.

Contractor acknowledges that translation is a professional service commissioned by and for the benefit of the Customer, and that assertion of moral rights over a completed Deliverable would be inconsistent with both the nature of the engagement and the professional ethical obligations applicable to Contractor under the ATA Code of Ethics and Professional Practice and the AUSIT Code of Ethics.

8.5 Customer-Authorized Third Party Access

Where a Customer has authorized a third party — such as a registered migration agent, legal representative, or other customer-broker — to access, process, or handle their Deliverables through the Platform’s customer-broker functionality, Company may facilitate that access on the Customer’s behalf. Such facilitation is made pursuant to the Customer’s own authorization and does not constitute a sublicense, transfer, or assignment of rights by Company.

Contractor acknowledges that Deliverables may be accessed and handled by Customer-authorized third parties in this manner and that such access is a foreseeable and authorized consequence of the Platform’s customer-broker functionality. Contractor’s obligations of confidentiality and data security under Section 7 apply equally in respect of Customer-authorized third parties as they do in respect of Customers directly.

8.6 Contractor Retained Rights

Individual Translator Contractors retain ownership of:

(a) Pre-existing tools, templates, glossaries, translation memories (to the extent they do not contain Confidential Information), or materials created independently of and prior to Services performed under this Agreement; and

(b) General professional knowledge, skills, and expertise developed in the course of Contractor’s career.

9. INSURANCE

9.1 Individual Translator Contractors

Individual Translator Contractors are recommended to maintain commercially reasonable insurance appropriate to the nature and scope of Services performed, including general liability coverage where commercially available. Failure to maintain such coverage does not automatically void this Agreement or constitute a breach hereof, but Contractor acknowledges that Company bears no liability for risks that would otherwise be covered by such insurance.

9.2 Entity / Agency / Institutional Contractors, Enterprise Contractors, and Distributors

Entity / Agency / Institutional Contractors, Enterprise Contractors, and Distributors are recommended to maintain commercially reasonable insurance appropriate to the nature and scale of their operations, including general liability coverage where applicable. Failure to maintain such coverage does not automatically void this Agreement or constitute a breach hereof. Company does not actively monitor insurance compliance for these Contractor types.

10. TERM, TERMINATION, AND DEACTIVATION

10.1 Term

This Agreement commences on the date of Contractor’s electronic acceptance and continues until terminated by either party in accordance with this Section 10.

10.2 Termination by Either Party

Either party may terminate this Agreement at any time, with or without cause, by providing written notice via the Platform’s designated termination channel or to the other party’s registered contact information as set out in Section 14.

10.3 Immediate Termination by Company

Company may terminate this Agreement and deactivate Contractor’s account immediately, without prior notice or cure opportunity, in the event of:

(a) Fraud, material misrepresentation, or forgery in connection with Services, qualifications, or the Platform;

(b) Confirmed breach of confidentiality or data security obligations under Section 7;

(d) Platform circumvention in violation of Schedule 1, Section 7; or

(e) Conduct that creates material legal liability or serious reputational harm to Company or its Customers.

10.4 Termination for Performance Issues

For performance or quality concerns not falling within Section 10.3, Company will generally:

(a) Provide written notice of the concern via the Platform or registered email;

(b) Allow a reasonable cure opportunity consistent with Section 6.5 where the issue is capable of cure; and

10.5 Deactivation Appeal Process

Upon deactivation of Contractor’s account, Contractor may submit a written appeal within 14 calendar days of the deactivation notice by submitting through the Platform’s designated support or dispute channel, or by emailing legal@acudocx.com with the subject line: “Account Deactivation Appeal — [Contractor Name/Account ID].”

Company will acknowledge receipt within 5 business days and provide a substantive written response within 21 business days of receipt. Company’s appeal determination is final with respect to Platform access, without prejudice to Contractor’s rights under Section 13.

10.6 Effect of Termination

Termination does not affect:

(a) Rights or obligations accrued prior to the effective date of termination;

(b) Company’s obligation to pay undisputed fees for Services completed prior to termination; or

(c) Any provision that by its nature or express terms survives termination, including Sections 7, 8, 10.5, 11, 12, 13, 14, and this Section 10.6.

11. INDEMNIFICATION

11.1 Contractor’s Indemnification of Company

Contractor agrees to indemnify, defend, and hold harmless AcudocX USA, Inc., its parent (AcudocX Pty Ltd), Affiliates, officers, directors, employees, agents, and assigns from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

(a) Contractor’s breach of any representation, warranty, or obligation under this Agreement;

(b) Contractor’s negligence, willful misconduct, or fraud in connection with Services or the Platform;

(c) Any claim that Deliverables or Contractor’s performance infringes a third party’s intellectual property, privacy, or other rights;

(d) Any data security failure, breach, or unauthorized disclosure caused or contributed to by Contractor; or

(e) Contractor’s violation of applicable law or applicable professional ethical standards.

Contractor’s indemnification obligations apply to the extent permitted by applicable law and do not extend to claims arising from Company’s own negligence, willful misconduct, or breach of its obligations.

11.2 Company’s Indemnification of Contractor

Company agrees to indemnify, defend, and hold harmless Contractor from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising directly from:

(a) Company’s gross negligence or willful misconduct in connection with the operation of the Platform;

(b) Any claim that the Platform itself (excluding Deliverables and Contractor-provided content) infringes a third party’s intellectual property rights; or

Company’s indemnification obligations do not apply to claims arising from Contractor’s own acts or omissions, Contractor’s breach of this Agreement, or claims that are otherwise subject to Contractor’s indemnification obligations under Section 11.1.

12. LIMITATION OF LIABILITY

THE FOLLOWING LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

COMPANY’S TOTAL CUMULATIVE LIABILITY TO CONTRACTOR ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR IN THE SIX (6) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) FIVE HUNDRED DOLLARS ($500 USD).

IN NO EVENT SHALL COMPANY BE LIABLE TO CONTRACTOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION

13.1 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR COLLECTIVE ACTIONS.

Except as provided in Section 13.4, and subject to the intermediate escalation requirement in Section 4.1.2(d)(ii) where applicable, any dispute, claim, or controversy arising out of or relating to this Agreement, Contractor’s Services, or Contractor’s relationship with Company — including disputes regarding formation, validity, interpretation, enforcement, or termination of this Agreement — shall be resolved exclusively by binding arbitration, governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

13.2 Arbitration Rules and Procedures

(a) Rule Set by Contractor Type:

Individual Translator Contractors: Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect at the time the dispute is filed, available at www.adr.org.
Entity Contractors, Distributors, and Enterprise Contractors: Arbitration shall be administered by the AAA under its Commercial Arbitration Rules in effect at the time the dispute is filed, available at www.adr.org.

(b) Arbitration Fees:

For disputes governed by the AAA Consumer Arbitration Rules: Company shall pay all AAA administrative fees and arbitrator compensation, except that Contractor’s initial filing fee shall not exceed the amount specified in the then-current AAA Consumer Fee Schedule.
For disputes governed by the AAA Commercial Arbitration Rules: Fees shall be allocated in accordance with the AAA Commercial Fee Schedule in effect at the time of filing.

(c) Mass Arbitration / Coordinated Filings: If 25 or more substantially similar claims are filed against Company by Contractors represented by the same or coordinated counsel within a 180-day period, the parties agree that fees, process, and batching shall be governed by the AAA’s then-current rules for multiple case filings. The parties will meet and confer in good faith regarding procedures for batching and sequencing claims to promote efficiency and reduce unnecessary costs.

(d) Location: Arbitration shall be conducted remotely or, at Contractor’s election, in the county of Contractor’s principal place of business in the United States.

(e) Award: The arbitrator’s written award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(f) Class Action Waiver: Contractor and Company each waive any right to bring or participate in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of multiple parties without the written consent of both parties.

13.3 Governing Law

This arbitration provision is governed exclusively by the Federal Arbitration Act. The substantive law of the State of Delaware governs all other aspects of this Agreement, without regard to conflict of law principles, except to the extent that mandatory provisions of the law of the state in which Contractor primarily performs Services require application of that state’s law.

13.4 Exceptions to Mandatory Arbitration

Notwithstanding Section 13.1, either party may:

(a) Bring an eligible claim in a small claims court of competent jurisdiction;

(b) Seek emergency injunctive or temporary equitable relief from a court of competent jurisdiction solely to protect intellectual property rights or Confidential Information pending the constitution and commencement of arbitration proceedings; or

(c) File a charge or complaint with a government agency (including the NLRB, EEOC, or applicable state labor agency), as such rights cannot be waived by private agreement.

13.5 Arbitration Opt-Out

Contractor may opt out of the mandatory arbitration provision in Section 13.1 within 30 calendar days of the date of Contractor’s electronic acceptance of this Agreement. To exercise this right, Contractor must send a written opt-out notice that includes Contractor’s name and AcudocX Platform account ID, by one of the following methods:

Email: legal@acudocx.com (Subject line: “Arbitration Opt-Out — [Contractor Name/Account ID]”)
Certified Mail: AcudocX USA, Inc., Attn: Legal — Arbitration Opt-Out, 2000 Central Avenue, Suite 100, Boulder, Colorado 80301, USA

Opting out of arbitration does not affect any other provision of this Agreement, which remains in full force and effect.

14. NOTICES

14.1 Methods of Notice

Notices under this Agreement shall be delivered by one of the following methods and are deemed received as indicated:

Method	When Deemed Received
Platform in-app notification	Upon Contractor’s access to the notification, or 24 hours after delivery to Contractor’s account dashboard, whichever is earlier
Email to Contractor’s registered address	24 hours after transmission, provided no bounce-back is received
General legal inquiries and notices to Company: legal@acudocx.com	24 hours after transmission, provided no bounce-back is received
Dispute escalation to Company: legal@acudocx.com (Subject: “Dispute Escalation — [Name/Account ID]”)	24 hours after transmission, provided no bounce-back is received
Data breach notification to Company: legal@acudocx.com (Subject: “Data Security Incident — [Name/Account ID]”)	24 hours after transmission, provided no bounce-back is received
Arbitration opt-out to Company: legal@acudocx.com (Subject: “Arbitration Opt-Out — [Name/Account ID]”)	24 hours after transmission, provided no bounce-back is received
Certified mail (USPS) to Company’s address: 2000 Central Avenue, Suite 100, Boulder, Colorado 80301, USA	Upon USPS delivery confirmation

14.2 Contractor Responsibility for Contact Information

Contractor is responsible for maintaining a current, valid email address and ensuring that Platform account notifications remain accessible. Company is not responsible for missed notices resulting from outdated contact information, spam filtering, email client configuration, or Contractor’s failure to access the Platform.

15. GENERAL PROVISIONS

15.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles, except to the extent that mandatory provisions of the law of the state in which Contractor primarily performs Services require application of that state’s law.

15.2 Entire Agreement

This Agreement, together with any executed Enterprise Services Addendum or written amendment, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written understandings, representations, and negotiations.

15.3 Amendments

Company may update this Agreement at any time. The following process applies to all amendments:

(a) Notice: Company will notify Contractor of any amendment via the Platform and Contractor’s registered email address prior to the effective date of the change. For any amendment that materially modifies Section 13 (Dispute Resolution and Arbitration), notice of at least 30 calendar days shall be provided before the effective date. For all other amendments, Company will provide reasonable advance notice, the length of which may vary depending on the nature and urgency of the change.

(b) Mandatory re-acceptance: Upon the effective date of any amendment, Contractor’s access to the Platform will be gated behind a re-acceptance prompt requiring Contractor to review and affirmatively click to accept the updated Agreement before Platform access is restored. Continued access to the Platform is conditional on acceptance of the then-current version of this Agreement at all times.

(c) Acceptance: Contractor’s click-to-accept confirmation of an amended Agreement constitutes a legally binding acceptance of the updated terms, effective as of the date of that confirmation, under the E-SIGN Act, 15 U.S.C. § 7001 et seq.

(d) Rejection and termination: If Contractor reviews an amendment and does not wish to accept the updated terms, Contractor has two options:

Terminate before the effective date: Contractor may terminate this Agreement at any time before the amendment takes effect, without penalty. Where Contractor has Services already in progress at the time of termination, Contractor must complete those Services before the termination takes effect, and will be paid for that work in the normal manner; or
Do nothing: If Contractor neither accepts the amendment nor terminates the Agreement within 30 days of the amendment’s effective date, Company may suspend Contractor’s Platform access until Contractor either accepts the updated Agreement or formally terminates. Suspended Contractors will continue to receive new job notifications during the suspension period but will be unable to claim or access any job until they have accepted the updated Agreement. Contractor retains the right to complete any Services already in progress during the suspension period.

For clarity, a Contractor whose access is suspended under this clause is not terminated and retains all accrued rights and obligations under the Agreement.

(e) Record of acceptance: Company will maintain a timestamped record of each Contractor’s acceptance of each version of this Agreement. These records are binding evidence of acceptance and may be relied upon in any dispute or legal proceeding.

15.4 Severability

If any provision of this Agreement is found unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect. If the class action waiver in Section 13.2(f) is found unenforceable in a particular proceeding, that proceeding shall not be subject to arbitration.

15.5 No Waiver

No waiver of any right or provision of this Agreement is effective unless made in writing and signed by an authorized representative of Company. Failure to enforce any provision on one occasion does not waive Company’s right to enforce it on any future occasion.

15.6 Assignment

Contractor may not assign this Agreement or any rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement to an Affiliate, successor entity, or acquirer without Contractor’s consent, provided that Contractor receives written notice of the assignment and the assignee assumes all obligations under this Agreement.

15.7 Electronic Signatures

This Agreement may be accepted by electronic signature or electronic acceptance mechanism. Electronic acceptance is legally binding to the same extent as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic signature law.

16. EXPORT CONTROLS AND SANCTIONS COMPLIANCE

16.1 Contractor Representations

Contractor represents and warrants that, for the duration of this Agreement:

(a) Contractor is not a Specially Designated National (SDN) or otherwise listed on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce Bureau of Industry and Security (BIS), or any other applicable U.S. government authority;

(b) Contractor is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions or export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as such lists may be updated from time to time;

(c) Contractor will not perform Services, transmit Deliverables, or otherwise use the Platform in any manner that would violate applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) or International Traffic in Arms Regulations (ITAR); and

(d) Contractor will promptly notify Company if Contractor becomes aware of any change in circumstances that would cause any representation in this Section to become inaccurate.

16.2 Company Right to Terminate

Company may immediately terminate this Agreement and suspend access to the Platform if Company has a reasonable basis to believe that Contractor is in breach of this Section 16, without liability to Contractor.

17. FORCE MAJEURE

17.1 Force Majeure Events

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations for Services already Completed) to the extent that such delay or failure results directly from a Force Majeure Event.

“Force Majeure Event” means any event beyond the affected party’s reasonable control, including but not limited to:

Natural disasters, floods, fires, earthquakes, or severe weather events
Acts of war, terrorism, civil unrest, or government actions or restrictions
Epidemic or pandemic (to the extent materially affecting performance)
Cyberattacks, widespread internet or infrastructure outages not caused by the affected party
Payment processor outages, banking system disruptions, or financial system failures not caused by the affected party
Changes in applicable law or regulation that render performance illegal or commercially impracticable

17.2 Notice and Mitigation

The party affected by a Force Majeure Event shall:

(a) Notify the other party as promptly as reasonably practicable after the onset of the Force Majeure Event, describing the event and its anticipated impact;

(b) Use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable; and

17.3 Extended Force Majeure

If a Force Majeure Event prevents a party from performing its material obligations for a continuous period exceeding 30 calendar days, either party may terminate the Agreement by providing written notice, without liability, other than Company’s obligation to pay for Services already Completed prior to the Force Majeure Event.

SCHEDULE 1 — PLATFORM RULES AND JOB GUIDELINES (U.S.)

1. Job Availability and Claiming

When a new assignment becomes available, a notification is sent simultaneously to all qualified Individual Translator Contractors in the relevant language pair. Jobs are available on a first-claim basis — the first Contractor to claim the job gains exclusive access to preview its details, including the source document, Project Fee, and any Customer instructions.

Claiming a job does not constitute a binding commitment to perform the Services. A claimed but not yet started job may be surrendered at any time and for any reason, without penalty, and is immediately released back to the available pool for other qualified Contractors to claim.

Contractor’s binding commitment to perform the Services commences only upon clicking “Start Job” in accordance with Section 2 below and Section 4.1.1 of this Agreement. Failure to claim or start any particular job does not constitute a breach of this Agreement.

2. Claiming, Preview, and Start Confirmation

The job assignment process is governed by Section 4.1.1 of this Agreement. For Platform operational purposes:

Notification: A notification is sent to all qualified Individual Translator Contractors in the relevant language pair when a new assignment becomes available.
Claiming: Contractor may claim a job to preview its details. Claiming temporarily reserves the job for the claiming Contractor and prevents other translators from claiming it during the preview period. Contractor is expected to either click “Start Job” or surrender the job promptly following claiming. As a general guide, a preview period of approximately 5 minutes is considered reasonable. Where Company determines, in its sole discretion, that a claimed job has remained unstarted for an unreasonable period without a valid reason — including where Contractor appears to be holding a job without genuine intent to start — Company reserves the right to forcibly release the job back to the available pool at any time, without notice and without penalty to either party. A claimed but not yet started job may also be surrendered by Contractor voluntarily at any time and for any reason, without penalty. Repeated instances of holding claimed jobs without starting or surrendering them in a timely manner may be recorded on Contractor’s Platform account and considered in future assignment prioritization.
Start Job — binding confirmation: “Start” means Contractor’s click of the “Start Job” button on the Platform. This is the moment at which the assignment is confirmed, Contractor’s performance obligations commence, and Project Fee entitlement attaches. Start Job confirmation is also a status update that enables Company and the Entity Contractor to manage Customer expectations around delivery timing. It does not prescribe the manner or method by which Contractor performs the Services.

3. Completion

“Completion” occurs when Contractor submits final Deliverables through the designated Platform upload or delivery mechanism. Submission by email or outside the Platform does not constitute Completion unless expressly authorized in writing by Company for a specific project.

4. Cancellation

(a) Pre-Start Cancellation: If a Customer cancels a confirmed assignment before Contractor has confirmed Start, Contractor will not be entitled to payment.

(b) Post-Start Cancellation by Customer: If a Customer cancels after Contractor has confirmed Start, Contractor may be entitled to full or partial payment depending on the extent and quality of work completed at the point of cancellation. Company will make a payment determination in good faith, by reference to applicable professional standards and codes of ethics, including the AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice. Where the work completed to the point of cancellation is substantially complete and meets professional standards, Contractor will generally be entitled to full payment. Where only partial work has been completed, payment will reflect the proportion of acceptable, usable work delivered. Contractor may submit documentation of work completed through the Platform to support the determination.

(c) Contractor-Initiated Cancellation: If Contractor cancels an accepted assignment:

No payment will be issued for incomplete work.
Contractor should notify Company promptly through the Platform if delivery cannot be completed.
Repeated Contractor-initiated cancellations — three (3) or more within any rolling 90-day period — may result in account suspension.

For the avoidance of doubt, a job surrendered by Contractor solely because a mutually agreed delivery deadline could not be reached with the Customer, in accordance with Section 3.3, does not constitute a Contractor-initiated cancellation for the purposes of this Section and will not count toward the cancellation threshold above. To qualify for this exclusion, the surrender must be made promptly upon the breakdown of deadline negotiations and recorded through the Platform’s designated surrender mechanism.

5. Incomplete Work

Failure to deliver an accepted assignment without timely notice to Company is inconsistent with the professional obligations Contractor has accepted as a credentialed member of a recognized translation body. Such failure may result in:

(a) Non-payment for the incomplete project;

(b) A negative performance record on Contractor’s Platform account;

(d) Referral to Contractor’s credentialing or professional membership body — including but not limited to the ATA, AUSIT, NAATI, CIOL, or FIT — for review in accordance with that body’s disciplinary or complaints procedures. Non-delivery of accepted professional assignments without valid reason or notice may constitute a breach of applicable codes of ethics, including the AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice, and Company reserves the right to report such conduct to the relevant body where it considers this appropriate.

Contractor is strongly encouraged to notify Company through the Platform as early as possible if, for any reason, delivery of an accepted assignment cannot be completed. Early notification allows Company to reassign the job promptly, minimizes disruption to the Customer, and will be taken into account favorably in any assessment of Contractor’s conduct under this Section.

6. Quality Assurance and Revisions

Quality review on the Platform is primarily Customer-driven. Customers are best placed to identify issues with their own documents and are encouraged to raise concerns directly with the assigned Contractor through the Platform’s messaging functions promptly upon receipt of the Deliverable.

Contractor’s duty to revise: Where a Customer identifies an error or requests a revision to a completed Deliverable, Contractor has a professional obligation under applicable codes of ethics — including the AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice — to remedy any legitimate mistakes at no additional charge. Revisions to an existing project do not attract additional payment. This obligation reflects the standard of professional accountability expected of all credentialed translators and is not a Platform-imposed penalty.

Incorrect service selection: Occasionally, a Customer may select an incorrect service type — for example, selecting an extract template when a full translation is required. Where Contractor identifies that the service selected by the Customer does not match the Customer’s evident needs or the nature of the source document, Contractor should notify the Customer promptly through the Platform’s messaging functions and advise the Customer of the appropriate service. This situation is not the Contractor’s fault and will not be treated as a quality failure on Contractor’s account. Where a Customer is entitled to a refund or service adjustment as a result of an incorrect service selection, this will be determined in accordance with Company’s Customer Terms and Conditions and the refund process set out in Section 5.2 of this Agreement. Contractor’s compensation for work legitimately performed prior to identification of the service mismatch will be assessed in good faith by Company in accordance with Section 4 of Schedule 1.

Raising issues: Where any payment question, service dispute, or unresolved issue arises in connection with a project — including issues relating to incorrect service selection, scope disagreement, or revision disputes — either party may notify Company by using the Platform’s designated “Raise an Issue” function. Company will review the matter and assist in resolving it in good faith by reference to applicable professional standards and codes of ethics.

Quality performance history: Contractor’s quality performance history is maintained on their Platform account and may be considered in future assignment prioritization and visibility.

7. Platform Integrity and Non-Circumvention

Contractor acknowledges that Customers, Customer relationships, and Customer contact information accessible through the Platform constitute Confidential Information and proprietary business assets of Company.

Contractor shall not:

(a) Use Confidential Information obtained through the Platform — including Customer contact details, project requirements, or communications — to solicit, contact, or transact directly with any Customer outside the Platform for the purpose of performing the same or substantially similar services while circumventing Platform fees or the contractual relationship with Company. This restriction applies for so long as the relevant information retains its status as Confidential Information under applicable trade secret and confidentiality law. It is not a general restriction on Contractor’s right to do business, and does not apply to Customer relationships Contractor establishes independently and without use of Platform-sourced information. This obligation is consistent with and reinforced by Contractor’s professional ethical duties under the AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice, both of which prohibit translators from using confidential client information obtained in the course of a professional engagement for personal gain or to solicit business outside of that engagement;

(b) Create multiple accounts to circumvent account suspensions, quality flags, or Platform restrictions;

(d) Engage in collusion with other Contractors to manipulate job acceptance, pricing, or ratings.

General marketing and business development activities that are not based on or facilitated by Platform-sourced Confidential Information are expressly permitted.

Contractor acknowledges that the obligations set out in this Section 7 are consistent with and reinforced by Contractor’s existing professional ethical duties. The AUSIT Code of Ethics and the ATA Code of Ethics and Professional Practice both impose duties of confidentiality, professional integrity, and fair dealing that prohibit translators from exploiting client relationships or confidential information obtained through a professional engagement for personal or commercial gain outside of that engagement. Breach of this Section may therefore simultaneously constitute a breach of Contractor’s professional ethical obligations, and Company reserves the right to report such conduct to the relevant credentialing or professional membership body — including the ATA, AUSIT, NAATI, CIOL, or FIT — in addition to exercising its rights under this Agreement.

Violation of this Section may result in immediate termination under Section 10.3, referral to Contractor’s professional body, and may expose Contractor to claims for damages under applicable trade secret, confidentiality, and unfair competition law.

END OF AGREEMENT AND SCHEDULE

AcudocX USA, Inc. | A Delaware Corporation Principal Place of Business: 2000 Central Avenue, Suite 100, Boulder, Colorado 80301, USA Subsidiary of AcudocX Pty Ltd (Australia) Legal inquiries: legal@acudocx.com

Document Status: FINAL — Approved for Publication Version: 5.0

INDEPENDENT CONTRACTOR AGREEMENT