Employer of Record Terms

Last updated: June 9, 2023

This Employer of Record Agreement (“Agreement”) is a legal agreement between Pilot Platform Inc., doing business as Plane, and its related affiliates and subsidiaries (“Plane”, “us”, or “we”) and the entity (“Company”, “you”, “your”, or “user”) who uses Plane’s Services (hereinafter defined). For purposes of this Agreement, Plane and the Company are each a “Party”, and are collectively the “Parties”. This Agreement describes the terms and conditions that apply to your use of the Services.If you do not understand any of the terms of this Agreement, please contact Plane before using the Services.Before using the Services, you must register with Plane and create an account (a “Plane Account”).You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Relationship to Other Agreements.

Use of the Service binds you to this Agreement, and to any updates or modifications we may make from time to time. This Agreement governs your use of the Service. The Services Agreement and this Agreement are separate agreements. However, certain provisions of the Services Agreement are incorporated into this Agreement by reference. To the extent that there is a conflict between the incorporated provisions of the Services Agreement and the provisions of this Agreement, this Agreement will prevail. Any capitalized terms that are used but not defined in this Agreement have the meanings given in the Services Agreement.Plane shall provide Employer of Record Services for Workers over Plane’s Platform. Employer of Record Services generally means that (1) Company shall source Workers, (2) refer those Workers to Plane, (3) Plane shall become the employer of record with respect to those Workers, (4) Plane shall assign those Workers to provide services under the direction and control of Company, and (5) Plane shall be responsible for administering those employees, as more particularly described below.

1. Company-Specific Obligations.

Company shall be solely responsible for sourcing and evaluating Workers under this Agreement, including, but not limited to, evaluating their skills and qualifications.Company shall be solely responsible for providing Workers with a proper, safe working environment, including, but not limited to, all equipment and materials required to satisfactorily perform the job and as otherwise required by law.Company shall be solely responsible for providing all training to Workers, including, but not limited to, technical and safety training.

2. Employment Agreement.

Plane shall require each Worker to sign an employment agreement before such worker commences providing services to or on behalf of Company, the form of such agreement to be agreed upon by the Parties.

3. Payment and Compensation Policy.

Plane shall provide Company with reports through the Platform listing all Workers and their corresponding salaries/remuneration and benefits.Any additional payment that Company will ask to pay the Worker, out of the ordinary monthly salary cycle (e.g. bonus, commission etc.), must be requested by the Company in writing. Said funds will be paid by the Company to Plane immediately after the written request and before any such payment will be made by Plane to the Worker. Without derogating from the above mentioned, Plane will not finance any payment in the name of the Company.Plane shall pay Workers their salary/remuneration and provide their benefits as per the employment agreements they sign, according to the agreed payroll schedule as shown in the Platform, and otherwise in compliance with applicable law.As agreed upon by the Parties and otherwise as required by applicable law, Plane shall pay and/or administer all aspects of employee pay and benefits, including, but not limited to, as each of the following may be applicable, salary, insurance, benefits, taxes, duties, and employee expenses.Plane shall fulfill all governmental reporting obligations relating to employees, including, but not limited to, tax reporting obligations.The compensation package that Plane offers to each Worker shall be subject to Company’s prior approval. Any change to the compensation package shall be subject to Company’s prior approval.In the event that the cost to employ a Worker increases a result of any regulatory or legal changes in applicable law, including, but not limited to, increase in costs associated with mandatory health benefits, sick leave laws, an increase in VAT, or new social benefits, Plane shall notify Company through the Platform, and Company shall be responsible to pay such costs.

4. Security Deposit.

Company shall pay a security deposit per Worker, in the amount specified in the Platform. The security deposit shall be returned to Company within thirty (30) days following termination and/or expiration of the applicable employment agreement and/or processing of Worker’s final payroll, unless Company fails to make any required payments to Plane in which case Plane may offset the failure to make any required payments with the security deposit.

5. Equipment and Office Space.

Company shall be solely responsible for providing all equipment, including, but not limited to, laptops, phones and other hardware devices to Workers. Company shall also be responsible for arranging office space for Workers. In the instance that Company wishes to have Plane provide equipment (e.g., purchase, lease or rent laptops to Workers) or provide for office space for Workers (e.g., lease or rent office space) Plane and Company will enter into a mutual agreement outlining the upfront or monthly fees as agreed to between the parties.

6. Termination of Employment.

Company shall not give Workers a notice of termination at any time. Rather, Company may request that Plane, with at least the statutorily required notice period, terminate the engagement of Workers provided reasonable grounds are set forth in the notice. Plane shall then terminate such engagement subject to compliance with applicable law and any applicable agreement then in place with a Worker. This Agreement shall remain in full force and effect with respect to each Worker until such time as the engagement is terminated. The Company acknowledges that Plane shall have no obligation to terminate Workers in violation of applicable law. To the extent a Worker or Workers must remain employed for purposes of complying with applicable law (e.g., contractual notice requirements), Plane shall terminate such employees as soon as applicable law otherwise permits. During the time period of such employment, this Agreement shall remain in effect with respect to such Worker or Workers.The Company acknowledges that Plane shall have no obligation to terminate Workers in violation of applicable law. To the extent a Worker or Workers must remain employed for purposes of complying with applicable law (e.g., contractual notice requirements), Plane shall terminate such employees as soon as applicable law otherwise permits. During the time period of such employment, this Agreement shall remain in effect with respect to such Worker or Workers.For the avoidance of doubt, Plane shall have no role, responsibility, or liability with respect to the sourcing of Workers, the quality of work provided by Workers, or any errors, omissions, misconduct, negligence, illegality, or fraud of Workers under this Agreement.

7. Suppliers.

Plane may provide the Services through a network of suppliers it has assembled and manages. Plane will disclose the identity of the suppliers it intends to utilize to deliver the Services. For the avoidance of doubt, when third-party suppliers are used, Plane shall be responsible for the compliance of such suppliers with the terms of this Agreement and with applicable law.

8. Assignment of Intellectual Property.

All right, title and interest in and to all Intellectual Property Rights created by Worker in the performance of Services, will be the property of Company, and Plane hereby transfers and assigns the same to Company. Plane will execute all papers and take all actions that Company reasonably deems necessary or advisable for the filing and prosecution of patent applications or copyright or other registrations and, if appropriate, maintenance of patents or other rights or properties that may issue therefrom, including without limitation execution of any assignments or other agreements further evidencing Company’s ownership of all Intellectual Property Rights therein or thereto. “Intellectual Property Rights” means the rights in and to all (a) patents and patent applications claiming any inventions or discoveries made, developed, conceived, or reduced to practice, including all divisions, substitutions, continuations, continuation-in-part applications, and reissues, re-examinations and extensions thereof, (b) copyrights, (c) unpatented information, trade secrets, data, or materials, and (d) any other intellectual or other proprietary rights of any kind now known or hereafter recognized in any jurisdiction.