Ubertesters’ Tester Services Agreement, terms and conditions

(Last update: December 1st, 2014)

1. Scope

1. Ubertesters Inc. (hereinafter referred to as “UBERTESTERS") with its registered

place of business at 2711 Centerville Rd., suite 400, Wilmington, Delaware, USA
19808 has a website/platform offering participants to work as a "TESTER".
TESTERS operate as independent self-employed or freelance contractors for
UBERTESTERS, and are responsible for complying with the respective statutory
provisions, in particular with regard to tax law.
2. UBERTESTERS offers TESTERS the option to register as a TESTER on a platform
via login (“TESTER ACCOUNT“), and to process “CUSTOMER“’s orders in the
system (“TEST PROJECTS”). Hence, the TESTER is free to decide how many
orders he would like to process for UBERTESTERS upon receiving notification and
invitation from UBERTESTERS’ project manager. The TESTER receives payment for
his activities based on the respective remuneration for the TEST PROJECT.
3. The service agreement, Terms and Conditions of Business (hereinafter referred to as
“AGREEMENT“) shall apply to all activities performed by the TESTERS for
UBERTESTERS. The acceptance of a TEST PROJECT creates a contractual
relationship for the test project. By accepting a TEST PROJECT, the TESTER
agrees to diligently research and process the accepted TEST PROJECT in
accordance with the principles of UBERTESTERS. This Tester service agreement,
Terms and Conditions shall apply to all contractual relationships between
UBERTESTERS and the TESTER.
4. The respective contractual relationship between the TESTER and UBERTESTERS
within this AGREEMENT is created with the acceptance by the TESTER of an
invitation for a TEST PROJECT.
5. UBERTESTERS may modify the AGREEMENT at any time. The modified
AGREEMENT will be announced by e-mail or by the platform no later than two
weeks before the effective date. The modified AGREEMENT will be deemed as
accepted unless contradicted by e-mail within two weeks of receipt of the e-mail
containing the modified AGREEMENT.
6. All AGREEMENTS must be conducted in writing to be valid.

2. SERVICES.
1. Services. TESTER will perform the testing Services, including delivering any
Deliverables and complete any and all Projects, described in each Project plan and
schedule, in accordance with the AGREEMENT and the applicable Project Schedule.
2. Changes. UBERTESTERS may at any time request through the Web PLATFORM
changes to a Project plan & Schedule (“Change Request”), including changes that
affect the Services or Deliverables and changes to the delivery schedule. Upon
receiving such request, TESTER will acknowledge receipt of the Change Request and
immediately suspend any work which reasonably would no longer be useful to
UBERTESTERS based upon the proposed modification. TESTER will respond to any
Change Request within one (1) business day of UBERTESTERS’s provision of the

Tester’s Initials: ____ , ____

 Change Request to TESTER. TESTER’s response will describe all changes to the
applicable Project Schedule necessary in order to accommodate the Change Request.
TESTER will use all commercially reasonable efforts to accommodate each Change
Request.
3. Acceptance. The Services or Deliverables must meet milestone or completion dates,
specifications and acceptance criteria set forth in each Project plan & Schedule
(“Project Plan”). UBERTESTERS may reject any Services or Deliverables that do not
conform to the applicable Project plan. TESTER will promptly remedy such
nonconformance at no additional cost to UBERTESTERS. If TESTER does not
remedy any nonconforming Services or Deliverables within three (3) days, or another
period of time mutually agreed upon by the Parties in a Project Schedule, after
UBERTESTERS’s notice of rejection, in addition to all other remedies available to
UBERTESTERS: (a) UBERTESTERS may immediately terminate the applicable
Project for cause, (b) UBERTESTERS will have no obligation to pay for such Services
or Deliverables by TESTER in connection with the creation or delivery of such
Services or Deliverables, and (c) UBERTESTERS may require TESTER to refund to
UBERTESTERS within thirty (30) days of UBERTESTERS’s written request for
payment, all amounts previously paid by UBERTESTERS to TESTER in connection
with creating or delivering such Services or Deliverables.
4. Unless authorized by UBERTESTERS in writing, TESTER will not contact any
Customer in connection with this Agreement, the Services or Deliverables. If any
Customer contacts TESTER in connection with this Agreement, the Services or
Deliverables, and UBERTESTERS has not authorized TESTER to contact such
Customer regarding the subject matter of Customer’s communication, TESTER
immediately shall refer such Customer to UBERTESTERS and inform
UBERTESTERS about such contact attempt by the customer.

3.TESTER’s Obligations
In addition to TESTER’s other obligations under this Agreement, TESTER has the following
obligations:
1. Timelines: TESTER will timely and satisfactorily perform all of its obligations under
this Agreement and each Project plan & Schedule and will make every attempt to
meet such obligations in a high quality and timely manner. TESTER understands that
full payment is for timely and compliant performance under the applicable Project
plan & Schedule.
2. Reporting: TESTER will become familiar and skilled with the UBERTESTERS web
platform and device client bug reporting system. TESTER will submit all found issues

Tester’s Initials: ____ , ____

 and bugs using the UBERTESTERS web platform and device bug reporting system
unless otherwise requested by UBERTESTERS and the project manager.
3. Feedback. TESTER shall provide feedback, suggestions, ideas, enhancement
requests, recommendations, results, reports, and other information, including without
limitation information identifying potential or actual errors, bugs, or issues, to
UBERTESTERS in connection with each Project and/or the Services (“Feedback”) in
a timely manner as set forth in the applicable Project Schedule or upon request by
UBERTESTERS.
4. Risk of Loss. TESTER shall bear all risk of personal injury, and loss and damage to
their personal property and equipment, unless caused by the gross negligence or
willful misconduct of UBERTESTERS.
4.Compensation & billing:
1. Fees: During the Term of this Agreement, UBERTESTERS agrees to compensate
TESTER for its Services and Deliverables after a Project is completed, and all
Services and Deliverables for such Project are completed and delivered by TESTER
in accordance with this Agreement and the applicable Project Schedule and
accepted by the applicable Customer, in accordance with the fee structure set out in
the applicable Project Schedule.
2. Compensation shall be done in the following month of the project delivery and shall
be conditional upon the provision of all legally required billing information by the
TESTER. Payment can be made dependent on the condition that proof of registration
of a business and/or proof of recognition of the freelance status is provided.
3. Taxes. TESTER shall be responsible for payment of all sales, use, property, value-
added, withholding, or other federal, state or local taxes levied, imposed, or arising
as a result of this Agreement or TESTER’s performance of the Services, except for
taxes based solely on UBERTESTERS’s net income. If UBERTESTERS is required
by law, statute, or regulation to pay certain taxes associated with any Services or
Deliverables, UBERTESTERS expressly agrees to pay such taxes, provided that all
invoices must be itemized for any applicable sales, use, excise, or other transactional
taxes required to be paid by UBERTESTERS

5. Secrecy/ Rights in the Work and Results of the TESTER:

1. The TESTER undertakes to maintain secrecy towards UBERTESTERS, its

affiliates or subsidiaries, and third parties and customers with regard to data,
tested applications, and order descriptions transferred in connection with the
processing of a TEST PROJECT, and to use this information for his/her
performance for UBERTESTERS only. If the TESTER fails to comply with the
secrecy obligation, UBERTESTERS reserves the right to claim injunction and
damages.
2. Protection of Confidential Information: TESTER will protect the customer’s
Confidential Information and app information and binary file at all times, will

Tester’s Initials: ____ , ____

 not disclose the information and will not transfer the app or related information
about the app to any other party. TESTER may use the Confidential Information
of the disclosing Party solely for the exercise of its rights and satisfaction of
its obligations under this Agreement.
3. Return or Destruction of Confidential Information: Upon the expiration of each test
project or the termination of this Agreement, the TESTER will delete the tested app
from TESTER’s device and destroy or return all Confidential Information of the
customer or UBERTESTERS in the possession or control of TESTER.
4. Any work results of the TESTER protected under copyright laws shall belong
exclusively to UBERTESTERS. The TESTER undertakes to release and make
available the work results to UBERTESTERS at any time the TESTER is requested
to do so.
5. Upon completion of the TESTER’s activity, the sole right of use shall be transferred
to UBERTESTERS. The compensation paid shall cover any and all potential
copyrights.
6. UBERTESTERS shall be entitled to collect, process, and use the data received from
the TESTER as well as the data arising in connection with the project.
7. The TESTER warrants, that none of the services rendered for UBERTESTERS
include any illegal contents, in particular with regard to third party copyrights, moral
rights or other trademark rights, or are in any form relevant under criminal law. The
TESTER shall be responsible for reimbursing any costs which might arise for
UBERTESTERS as a result of justified third party claims with regard to the contents
created by the TESTER. This shall not apply if the TESTER is not responsible for
any rights infringed. It is expressly noted that UBERTESTERS reviews the
performances provided by the TESTER in the context of quality assurance
measures, in particular with regard to the infringement of copyrights.

6. WARRANTIES: TESTER represents and warrants as follows:

1. Authority: Each Party hereby warrants and represents to the other Party that the
party is older than 18 years old and it has full power, right and authority to enter into
and consummate this Agreement and that such action does not violate the terms of
any other agreement with any third party.
2. Laws and Regulations. TESTER’s performance of Services and delivery of
Deliverables pursuant to this Agreement or any Project Schedule do not and will not
violate any applicable law, rule, or regulation.
3. Industry standards: TESTER will deliver the Services in a professional and
workmanlike manner in accordance with industry standards.
4. Independent Contractor. TESTER is performing the Services as an independent
contractor, and thus is not, nor may represent itself as, an employee, partner, joint
venturer, or agent of UBERTESTERS, and neither Party has, nor may represent that
they have authority to bind the other, or be or become liable or bound by any
representation, act or omission whatsoever of the other.

Tester’s Initials: ____ , ____

7.Term & Termination

1. Term: The term of this Agreement will continue until terminated in accordance with
this Section 7 (“Term”). The term of each Project Schedule will begin and end on the
dates contained in such Project Schedule.
2. Termination: Either party may terminate this Agreement for any or no reason upon
thirty (30) days’ advance written notice to the other. If there is an active or current
uncompleted Test Cycle for any Project, then UBERTESTERS may terminate this
AGREEMENT for any reason or no reason, by providing TESTER with at least one
(1) day prior written notice. Within thirty (30) days after the termination or Project
Schedule Termination Date, UBERTESTERS will pay TESTER all authorized fees
(subject to acceptance of Deliverables by the customer) and the applicable Project
Schedule through the Project Schedule Termination Date. For partially completed
milestone Deliverables or for partial periods of performance for which milestone or
periodic payments are not yet due on the date of termination, UBERTESTERS will
pay TESTER a pro rata share of payment based upon the portion of the Services or
Deliverables completed by TESTER as of the Project Schedule Termination Date.

8.Notices: All notices contemplated under this Agreement shall be in writing and shall be
deemed received as reasonably evidenced by way of receipted e-mail and addressed as
follows:
If to UBERTESTERS:
E-mail Address: info@ubertesters.com / Attention: Ran Rachlin
If to TESTER:
Via e-mail information provided in the Project Schedule or Web Platform.
In addition, UBERTESTERS may provide any notice to TESTER on or through the Web
Platform. All such notices shall be presumed to have been received on the business day
following the day of a successful email transmission or posting on or through the Web
Platform.

9. Governing Law & Jurisdiction

1. The contractual relationship between UBERTESTERS and the TESTER shall be

governed by the laws of the state of Delaware, USA. Exempt from this choice of law,
are the mandatory consumer protection regulations of the country in which the
Customer has his usual place of residence.
2. The place of jurisdiction for all disputes arising from the contractual relationship
between the TESTER and UBERTESTERS S shall be the registered place of
business of UBERTESTERS.

I, ______________ (TESTER’s name), residing at _________________________________

(full address) acknowledge that I have read, understood and agree and accept all terms and
conditions of this AGREEMENT (all above 5 pages) on this date ____________

Full Signature: ______________ E-mail address: ______________________

Tel (Mobile) : __________________

Tester’s Initials: ____ , ____